Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition" means the reverse triangular merger of Merger Sub with and into the Company pursuant to the Merger Agreement, whereby Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Apex Holdings. "Affiliate" means, with respect to any

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) words in the singular shall include the plural, and vice versa; (b) words importing any gender shall include all other genders; (c) references to "include," "includes," or "including" shall be deemed to be followed by the phrase "without limitation"; (d) the headings and captions in this Agreement are for convenience of reference only and

ARTICLE II — CO-INVESTMENT COMMITMENT

Section 2.1 — Commitment Amount Subject to the terms and conditions of this Agreement, the Co-Investor hereby irrevocably commits to contribute One Hundred Million Dollars ($100,000,000) in cash (the "Co-Invest Commitment") to Apex Holdings at or immediately prior to the Closing in exchange for Co-Invest Equity Securities. The Co-Invest Commitment represents approximately 3.57% of the total equity value of the Acquis

Section 2.2 — Form of Contribution The Co-Invest Commitment shall be funded by wire transfer of immediately available funds in United States dollars to the account designated by Apex Holdings in the wire transfer instructions to be delivered pursuant to this Section 2.2 and Schedule 1 hereto. Such wire transfer shall be initiated by the Co-Investor no later than one (1) Business Day prior to the anticipated Closing D

Section 2.3 — Issuance of Co-Invest Equity Securities At the Closing, and subject to the satisfaction or waiver of the conditions set forth in Article III, Apex Holdings shall issue to the Co-Investor the Co-Invest Equity Securities, which shall consist of shares of common stock of Apex Holdings (or such other class or series of equity interests of Apex Holdings as may be determined by the Sponsor in its reasonable d

Section 2.4 — No Adjustment to Commitment The Co-Invest Commitment of One Hundred Million Dollars ($100,000,000) is fixed and shall not be increased or decreased except in the following circumstances: (a) with the prior written consent of both the Sponsor and the Co-Investor; (b) a proportionate reduction in the Co-Invest Commitment if the aggregate equity required to consummate the Acquisition is reduced due to adju

Section 2.5 — Increase or Decrease Option The Sponsor may, in its sole and absolute discretion, offer the Co-Investor the opportunity to increase or decrease the Co-Invest Commitment by up to ten percent (10%) of the original Co-Invest Commitment (i.e., by up to Ten Million Dollars ($10,000,000)), provided that any such adjustment is offered on a proportionate basis to each co-investor participating in the Acquisitio

ARTICLE III — CONDITIONS TO FUNDING

Section 3.1 — Conditions to Co-Investor's Obligation to Fund The obligation of the Co-Investor to fund the Co-Invest Commitment at the Closing is subject to the satisfaction (or waiver by the Co-Investor) of each of the following conditions: (a) Simultaneous Closing. The Closing shall be occurring simultaneously with, or immediately after, the Co-Investor's funding of the Co-Invest Commitment. For the avoidance of do

Section 3.2 — Conditions to Sponsor's and Apex Holdings' Obligation The obligations of the Sponsor and Apex Holdings to accept the Co-Invest Commitment and issue the Co-Invest Equity Securities at the Closing are subject to the satisfaction (or waiver by the Sponsor and Apex Holdings) of each of the following conditions: (a) Co-Investor Representations and Warranties. The representations and warranties of the Co-Inve

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR AND APEX HOLDINGS Each of the Sponsor and Apex Holdings, jointly and severally, hereby represents and warrants to the Co-Investor as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Good Standing The Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ardent Capital GP III LLC, a Delaware limited liability company, is the sole general partner of the Sponsor and has full authority to act on behalf of the Sponsor. Apex Holdings is a corporation duly organized, validly existing, and in good s

Section 4.2 — Authorization; Enforceability Each of the Sponsor and Apex Holdings has all requisite limited partnership power and authority (in the case of the Sponsor) and corporate power and authority (in the case of Apex Holdings) to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement b

Section 4.3 — No Conflicts The execution, delivery, and performance of this Agreement by each of the Sponsor and Apex Holdings, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or violate any provision of the organizational documents of the Sponsor, Apex Holdings, or Merger Sub; (b) conflict with or violate any Law applicable to the Sponsor, Apex Holdings, or Merger

Section 4.4 — Capitalization of Apex Holdings The authorized capital stock of Apex Holdings consists of such number of shares of common stock and preferred stock as set forth in the certificate of incorporation of Apex Holdings. As of the date hereof, all issued and outstanding shares of capital stock of Apex Holdings are held by the Sponsor, and no shares of preferred stock are issued and outstanding. There are no o

Section 4.5 — Merger Agreement The Merger Agreement has been duly executed and delivered by Apex Holdings and Merger Sub and, to the knowledge of the Sponsor, by the Company, and is in full force and effect as of the date hereof. The Sponsor has provided the Co-Investor with a true, correct, and complete copy of the Merger Agreement, including all schedules and exhibits thereto (subject to redaction of information de

Section 4.6 — Financing The Sponsor has received or caused to be delivered to Apex Holdings the following: (a) the commitment letter dated March 8, 2025 from Stonebridge Credit Partners LLC, as administrative agent, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, as lenders (Ref. SC-2025-0312-AC), providing for the One Billion Four Hundred Million Dollar ($1,400,000,000) Senior Secured Credit Facility

Section 4.7 — Brokers and Finders Whitfield Partners LLC has been retained as financial advisor to the Sponsor in connection with the Acquisition. Christopher Brennan, Managing Director, is the lead advisor. Other than Whitfield Partners LLC, no broker, finder, financial advisor, or investment banker has been engaged by the Sponsor or Apex Holdings in connection with the Acquisition or the transactions contemplated b

Section 4.8 — Litigation There is no action, suit, proceeding, arbitration, investigation, or inquiry pending or, to the knowledge of the Sponsor or Apex Holdings, threatened against the Sponsor, Apex Holdings, or Merger Sub before any Governmental Authority or arbitral body that would, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of the Sponsor or Apex Holdings

Section 4.9 — No Material Adverse Change Since the date of the Merger Agreement, no event, change, effect, development, state of facts, condition, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a "Material Adverse Effect" as defined in the Merger Agreement. For purposes of the foregoing representation, the definition of "Material Adverse Effect" unde

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE CO-INVESTOR The Co-Investor hereby represents and warrants to each of the Sponsor and Apex Holdings as of the date hereof and as of the Closing Date as follows:

Section 5.1 — Organization and Good Standing Summit Ridge Capital Partners LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal office at 161 North Clark Street, Suite 4700, Chicago, IL 60601. The Co-Investor has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its b

Section 5.2 — Authorization; Enforceability The Co-Investor has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Co-Investor has been duly and validly authorized by all necessary partnership action on the part of the Co-Inv

Section 5.3 — No Conflicts The execution, delivery, and performance of this Agreement by the Co-Investor, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or violate any provision of the partnership agreement, certificate of limited partnership, or other organizational documents of the Co-Investor; (b) conflict with or violate any Law applicable to the Co-Investor o

Section 5.4 — Sufficiency of Funds The Co-Investor has, and at the Closing will have, immediately available cash funds sufficient to satisfy the Co-Invest Commitment of One Hundred Million Dollars ($100,000,000) in full and to satisfy all of its other obligations under this Agreement. The Co-Investor's obligations under this Agreement, including the obligation to fund the Co-Invest Commitment, are not in any way cont

Section 5.5 — Investment Intent; Accredited Investor The Co-Investor is acquiring the Co-Invest Equity Securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Co-Investor does not presently have any agreement, plan, or understanding, directly or indirectly, with any

Section 5.6 — Investment Experience and Sophistication The Co-Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Co-Invest Equity Securities and of making an informed investment decision with respect thereto. The Co-Investor has been afforded the opportunity to ask questions of, and receive answers from, the Sponsor

Section 5.7 — Restricted Securities The Co-Investor acknowledges and agrees that the Co-Invest Equity Securities have not been, and will not be at the time of issuance, registered under the Securities Act or under any state securities laws and will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. The Co-Investor further acknowledges that the Co-Invest Equity Secu

Section 5.8 — No Brokers No broker, finder, financial advisor, or investment banker is entitled to any brokerage, finder's, financial advisory, or other fee or commission in connection with the Co-Investor's investment contemplated by this Agreement that would be payable by the Sponsor, Apex Holdings, or any of their respective Affiliates. The Co-Investor shall indemnify and hold harmless the Sponsor, Apex Holdings,

Section 5.9 — Regulatory Matters The Co-Investor is not a foreign government, a foreign government-controlled entity, or a Person that would trigger additional regulatory review or filing obligations beyond those already contemplated in connection with the Acquisition (including HSR Act filings, CFIUS review, Swiss FINMA/SECO clearance, Bundeskartellamt clearance, and EU FSR review). The Co-Investor is not subject to

Section 5.10 — No Disqualification Events Neither the Co-Investor nor any of its directors, executive officers, general partners, managing members, or other Persons listed in Rule 506(d)(1) of Regulation D promulgated under the Securities Act has been the subject of any "bad actor" disqualification event described in Rule 506(d)(1)(i)–(viii) of Regulation D. The Co-Investor has exercised reasonable care to determine

Section 6.1 — Cooperation The Co-Investor shall use its commercially reasonable efforts to cooperate with the Sponsor and Apex Holdings in connection with the Acquisition, including by: (a) providing such information and documentation regarding the Co-Investor and its beneficial owners as may be reasonably requested by the Sponsor, Apex Holdings, their counsel, or any Governmental Authority in connection with any reg

Section 6.2 — Access to Information Subject to applicable confidentiality restrictions (including the confidentiality provisions of the Merger Agreement and any confidentiality agreement between the Sponsor and the Company), the Sponsor shall provide the Co-Investor with reasonable access to information regarding the Target and the Acquisition as the Co-Investor may reasonably request in connection with its evaluatio

Section 6.3 — Notice of Material Events The Sponsor shall promptly (and in any event within three (3) Business Days of the Sponsor becoming aware thereof) notify the Co-Investor in writing of the occurrence of any of the following events: (a) any amendment, modification, supplement, or waiver of the Merger Agreement; (b) any termination or proposed termination of the Merger Agreement by any party thereto; (c) the rec

Section 6.4 — Merger Agreement Amendments The Sponsor shall not, and shall cause Apex Holdings and Merger Sub not to, without the prior written consent of the Co-Investor (which consent shall not be unreasonably withheld, conditioned, or delayed), amend, modify, supplement, or waive any provision of the Merger Agreement that would: (a) increase the aggregate merger consideration above Two Billion Eight Hundred Millio

Section 6.5 — No Transfer of Commitment The Co-Investor shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, or otherwise dispose of, or delegate, its Co-Invest Commitment or any of its rights, interests, or obligations under this Agreement to any Person without the prior written consent of the Sponsor, which consent may be withheld in the Sponsor's sole and absolute discretion; provided, h

Section 6.6 — Exclusivity of Co-Investment Rights The Co-Investor acknowledges and agrees that the co-investment opportunity described herein is being offered to the Co-Investor and the Other Co-Investor (Northvale Sovereign Holdings Ltd.) on the terms and subject to the conditions set forth in this Agreement and the separate co-investment agreement between the Sponsor and the Other Co-Investor, respectively. The Spo

Section 6.7 — Expense Allocation Each party shall bear its own costs and expenses incurred in connection with this Agreement, the Acquisition, and the transactions contemplated hereby, including fees and disbursements of legal counsel, accountants, financial advisors, and other consultants. For the avoidance of doubt, the Sponsor shall be responsible for all buyer transaction expenses incurred in connection with the

Section 6.8 — Regulatory Filings To the extent the Co-Investor's participation in the Acquisition requires any separate regulatory filing or approval (beyond those filings already being made by the Sponsor or Apex Holdings in connection with the Acquisition), the Co-Investor shall use its commercially reasonable efforts to make such filings promptly and to cooperate with the Sponsor, Apex Holdings, and their counsel

Section 6.9 — Stockholders Agreement and Registration Rights Agreement At or prior to the Closing, the Co-Investor shall execute and deliver each of the following agreements, in each case in the form attached hereto as the applicable Exhibit or in such other form as may be mutually agreed by the parties: (a) the Stockholders Agreement of Apex Holdings, in substantially the form attached hereto as Exhibit A, to be ent