Contract analysis

1. COMMITMENT 1.1 Background Recitals Reference is hereby made to the Agreement and Plan of Merger, dated as of March 24, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsi

2. CONDITIONS TO FUNDING 2.1 Conditions Precedent The obligation of the Fund to fund the Commitment shall be subject solely to the satisfaction (or, to the extent permitted by the Merger Agreement, waiver by the applicable party or parties) of each of the following conditions: (a) Conditions to Closing Under the Merger Agreement. Each of the conditions to the obligations of Parent and Merger Sub to consummate the Clo

3. LIMITED GUARANTEE AND REVERSE TERMINATION FEE 3.1 Reverse Termination Fee Obligation Pursuant to Section 8.3 of the Merger Agreement, Parent has agreed to pay to the Company a reverse termination fee in the amount of $140,000,000 (the "Reverse Termination Fee") upon the occurrence of certain termination events specified therein, including, without limitation, (i) the termination of the Merger Agreement due to the

4. PERMITTED USE OF COMMITMENT PROCEEDS 4.1 Exclusive Purpose The Commitment proceeds contributed by the Fund to Parent (or, at the Fund's election, directly to Merger Sub or the Surviving Corporation at the direction of Parent) shall be used by Parent exclusively for the following purposes: (a) Merger Consideration. To pay the cash portion of the Merger Consideration to the cashing-out stockholders of the Company, i

5. REPRESENTATIONS AND WARRANTIES OF THE FUND The Fund hereby represents and warrants to Parent and, for purposes of the Company's rights as a third-party beneficiary under Section 8.2 of this Letter, to the Company, as of the date hereof and as of the Closing Date, as follows: 5.1 Organization and Existence The Fund is a limited partnership duly organized, validly existing, and in good standing under the laws of the

6. COVENANTS OF THE FUND The Fund hereby covenants and agrees as follows: 6.1 Maintenance of Existence The Fund shall maintain its existence as a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware from the date hereof until the earlier of (a) the Closing and (b) the valid termination of the Merger Agreement in accordance with its terms (and, with respect

7. TERMINATION 7.1 Termination Events This Equity Commitment Letter shall terminate automatically, and the Fund's obligations hereunder (other than the obligations that survive termination pursuant to Section 7.2 below) shall be of no further force or effect, upon the earliest to occur of the following: (a) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, upon

8. NO THIRD-PARTY BENEFICIARIES; COMPANY'S RIGHTS 8.1 Intended Beneficiaries Except as expressly provided in Section 8.2 below, this Letter is made solely for the benefit of, and may be enforced solely by, the Fund and Parent (and their respective successors and permitted assigns). Nothing in this Letter, express or implied, is intended to or shall confer upon any other person (including any limited partner of the Fu

9. REMEDIES 9.1 Specific Performance The Fund acknowledges and agrees that irreparable damage would occur to Parent and the Company in the event that the Fund fails to fund the Commitment when required to do so under this Letter, and that monetary damages, even if available, would not be an adequate remedy for such breach. Accordingly, Parent (and the Company, as a third-party beneficiary in accordance with and subje

10. GOVERNING LAW AND JURISDICTION 10.1 Governing Law This Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflicts-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 10.2 Juri

11. MISCELLANEOUS PROVISIONS 11.1 Amendments and Waivers No provision of this Letter may be amended, supplemented, restated, or otherwise modified, and no provision hereof may be waived, except by a written instrument signed by the Fund and Parent. Notwithstanding the foregoing, any amendment, supplement, restatement, modification, or waiver of any provision of this Letter that would reasonably be expected to adverse

12. DEFINED TERMS CROSS-REFERENCE Capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to such terms in the Merger Agreement (Agreement and Plan of Merger, dated as of March 24, 2025, among Parent, Merger Sub, and the Company). For convenience of reference, certain key defined terms used in this Letter are set forth below: "Closing" shall have the meaning ascribed to such t