Contract analysis

1. Arrangement Fee In consideration of Stonebridge's agreement to act as Lead Arranger for the Credit Facility, and for the services rendered and to be rendered by Stonebridge in connection with the structuring, arranging, and syndication of the Credit Facility, Holdings hereby agrees to pay to Stonebridge Credit Partners LLC, in its capacity as Lead Arranger, an arrangement fee (the "Arrangement Fee") in an amount e

2. Original Issue discount — Term Loan B The Term Loan B shall be issued at an original issue discount ("OID") of 1.00% of the aggregate principal amount of the Term Loan B funded on the Closing Date. Based on the full commitment amount of the Term Loan B, the OID is calculated as follows: 1.00% × $1,200,000,000 = $12,000,000 The OID shall be implemented through the issuance of the Term Loan B at a price of 99.00% of

3. Upfront / Structuring Fee In consideration of the services rendered and to be rendered by Stonebridge Credit Partners LLC in connection with the structuring, negotiation, and documentation of the Credit Facility, Holdings hereby agrees to pay to Stonebridge a structuring fee (the "Structuring Fee") in the amount of $5,000,000. The Structuring Fee, together with the Arrangement Fee ($7,000,000) and the OID ($12,000

4. Commitment Fee — Revolving Credit Facility Holdings hereby agrees that, following the Closing Date, a commitment fee (the "Commitment Fee") shall be payable to the Administrative Agent, for the ratable account of the revolving lenders, on the daily average undrawn and uncancelled amount of the commitments under the $200,000,000 Revolving Credit Facility. The Commitment Fee shall accrue at a rate of 0.50% per annum

5. Administrative Agent Fee Holdings hereby agrees to pay to Stonebridge Credit Partners LLC, in its capacity as Administrative Agent under the definitive Credit Agreement governing the Credit Facility, an annual administrative agent fee (the "Administrative Agent Fee") in the amount of $150,000 per annum. The Administrative Agent Fee shall be payable annually in advance, with the first payment due on the Closing Dat

6. Syndication Holdings acknowledges and agrees that Stonebridge Credit Partners LLC intends to syndicate portions of the commitments under the Credit Facility to one or more co-lenders in order to achieve a broadly distributed lending syndicate. As of the date hereof, Stonebridge has identified the following institutions as expected syndicate participants: (a) Birchwood Capital Finance LLC, 100 Federal Street, 28th

7. Market Flex Provisions In connection with the syndication of the Credit Facility, Stonebridge Credit Partners LLC shall have the right (the "Flex Right") to modify the pricing and certain other terms of the Credit Facility as set forth in this Section 7, to the extent that Stonebridge determines, in its reasonable judgment, that such modifications are necessary or advisable to ensure the successful syndication of

8. Conditions to Fee Obligations The fee obligations of Holdings under this Fee Letter (other than the expense reimbursement obligations set forth in Section 9, which shall apply regardless of whether the Acquisition is consummated) are expressly conditioned upon and subject to: (a) the consummation of the Acquisition in accordance with the terms of the Agreement and Plan of Merger, dated as of February 14, 2025 (the

9. Expense Reimbursement Holdings hereby agrees to reimburse Stonebridge Credit Partners LLC for all reasonable and documented out-of-pocket fees, costs, and expenses incurred by Stonebridge in connection with the Credit Facility, the Commitment Letter, this Fee Letter, and the transactions contemplated hereby and thereby, whether or not the Acquisition is consummated or the Credit Facility is funded. Such reimbursab

10. Confidentiality This Fee Letter and its terms (including, without limitation, the specific fee amounts, the OID, the market flex provisions, and the other economic terms set forth herein) are strictly confidential and shall not be disclosed by Holdings, any of its affiliates, or any of their respective representatives to any person without the prior written consent of Stonebridge Credit Partners LLC, except as fo

11. Relationship to Commitment Letter and Credit Agreement This Fee Letter is supplemental to and should be read together with the Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), between Stonebridge and Holdings. Together, this Fee Letter and the Commitment Letter set forth the complete terms of the commitment by Stonebridge to provide the Credit Facility and the economic terms applicable there

12. Intercreditor Matters Holdings acknowledges and agrees that the Credit Facility will be senior in right of payment and priority of liens to the $300,000,000 in aggregate principal amount of subordinated notes (the "Subordinated Notes") to be issued by Ardent Apex Holdings Inc. to Crestline Mezzanine Partners II LP, bearing interest at a rate of 11.5% per annum (PIK toggle), with an 8-year maturity. The Subordinat

13. Governing Law; Jurisdiction (a) Governing Law. This Fee Letter and any claim, controversy, or dispute arising under or related to this Fee Letter (whether in contract, tort, or otherwise) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law,

14. Miscellaneous (a) Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Fee Letter, and no consent to any departure by any party from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent is in writing and signed by Stonebridge and Holdings. Any such amendment, modification, supplement, waiver, or consent shall be