Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the p

Section 1.2 — Rules of Construction (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine, and neuter, and the singular form of words shall include the plural, and vice versa. (c) The

Section 1.3 — Relationship to Other Agreements This Agreement is entered into in connection with, and shall be read together with, the Note Purchase Agreement, the Intercreditor Agreement, and the Stockholders Agreement. To the extent that any provision of this Agreement conflicts with or is inconsistent with any provision of the Note Purchase Agreement with respect to the terms, conditions, exercise, adjustment, or

ARTICLE II — ISSUANCE OF WARRANTS

Section 2.1 — Issuance On the Issue Date, the Company shall issue to the Holder Warrants to purchase that number of shares of Common Stock equal to two percent (2.0%) of the Common Stock of the Company on a Fully Diluted Basis as of the Closing Date, after giving effect to the consummation of the Merger, the equity contributions by Ardent Capital Partners III LP, the management rollover, the co-investments by Northva

Section 2.2 — Exercise Price The Exercise Price per Warrant Share shall be $[●] per share, which amount shall be equal to the fair market value per share of Common Stock on the Closing Date, as determined by the Board in good faith. Such determination shall be calculated based on the implied equity value of the Company at closing, taking into account the total equity capitalization contributed to or rolled into the C

Section 2.3 — Term The Warrants shall be exercisable at any time and from time to time on or after the Issue Date and prior to 5:00 p.m., New York City time, on the Expiration Date (the tenth (10th) anniversary of the Issue Date), subject to the terms and conditions set forth in this Agreement. The Warrants may be exercised in whole or in part at any time during such exercise period, subject to the provisions of Arti

Section 2.4 — No Fractional Shares No fractional Warrant Shares shall be issued upon the exercise of any Warrants. If the exercise of Warrants would result in the issuance of a fractional share of Common Stock, the Company shall, in lieu of issuing such fractional share, pay to the Holder an amount in cash (rounded to the nearest cent) equal to (a) such fraction, multiplied by (b) the Fair Market Value per Warrant Sh

ARTICLE III — EXERCISE OF WARRANTS

Section 3.1 — Method of Exercise The Holder may exercise the Warrants, in whole or in part, at any time and from time to time during the exercise period set forth in Section 2.3, by delivering to the Company at its principal office (or such other address as the Company may designate in writing to the Holder): (a) a duly executed Exercise Notice, substantially in the form of Exhibit B attached hereto, specifying the n

Section 3.2 — Net Exercise (Cashless Exercise) In lieu of making cash payment of the aggregate Exercise Price pursuant to Section 3.1(c)(i) or (ii), the Holder may elect a cashless exercise (a "Net Exercise") by so indicating on the Exercise Notice delivered to the Company. Upon a valid election of Net Exercise, the Company shall issue to the Holder a net number of Warrant Shares determined in accordance with the fol

Section 3.3 — Issuance of Warrant Shares Within five (5) Business Days following receipt of a valid Exercise Notice and the related Warrant Certificate (or affidavit and indemnity in lieu thereof) and payment of the aggregate Exercise Price (or valid election of Net Exercise), the Company shall: (a) cause to be delivered to the Holder a stock certificate or certificates, or evidence of book-entry credit, representing

Section 3.4 — No Rights as Stockholder Until Exercise The Holder shall not, by virtue of holding the Warrants, be deemed a stockholder of the Company, and shall not have any rights of a stockholder of the Company (including, without limitation, the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights) with respect to the Warrant Shares until such time as the Warrants are va

Section 3.5 — Reservation of Shares The Company shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock (or out of shares of Common Stock held in treasury), a sufficient number of shares of Common Stock to permit the full exercise of all outstanding Warrants (as adjusted from time to time pursuant to Article V). If at any time the number of authorized but unissued shar

ARTICLE IV — TRANSFER AND ASSIGNMENT

Section 4.1 — Restrictions on Transfer The Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws and may not be offered, sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act and all applicable state securities laws. No transfer of the Warrants or Warrant Shares shall be effective unless and until

Section 4.2 — Permitted Transfers Notwithstanding the restrictions set forth in Section 4.1, the Holder may transfer all or any portion of the Warrants to any Permitted Transferee without the prior written consent of the Company, subject to satisfaction of each of the following conditions: (a) the Holder shall deliver written notice to the Company at least five (5) Business Days prior to such transfer, identifying th

Section 4.3 — Conditions to Transfer As a condition to any transfer of the Warrants (whether to a Permitted Transferee or otherwise), the transferor shall deliver to the Company: (a) a written instrument of assignment, substantially in the form of Exhibit C attached hereto, duly executed by the transferor and the proposed transferee; and (b) unless the transfer is to a Permitted Transferee, an opinion of counsel to t

Section 4.4 — Joinder to Stockholders Agreement Upon exercise of any Warrants and issuance of Warrant Shares, the Holder (or any Permitted Transferee that has received Warrants pursuant to Section 4.2 and subsequently exercises such Warrants) shall, as a condition to the issuance of Warrant Shares, execute and deliver a joinder agreement to the Stockholders Agreement of Ardent Apex Holdings Inc., and shall thereafter

ARTICLE V — ANTI-DILUTION ADJUSTMENTS

Section 5.1 — Stock Dividends, Splits, and Combinations If the Company at any time after the Issue Date effects any of the following events with respect to the Common Stock: (a) pays or makes a dividend or other distribution payable in additional shares of Common Stock; (b) subdivides (by stock split, recapitalization, or otherwise) the outstanding shares of Common Stock into a greater number of shares; (c) combines

Section 5.2 — Issuance of Additional Common Stock Below Fair Market Value (Weighted Average Anti-Dilution) If the Company issues or sells additional shares of Common Stock (or securities convertible into, exercisable for, or exchangeable for Common Stock) at a price per share (or at an effective conversion, exercise, or exchange price per share) less than the then-current Fair Market Value per share of Common Stock i

Section 5.3 — Reorganization, Merger, Consolidation, or Sale If, at any time while the Warrants are outstanding, the Company is a party to or is the subject of any merger, consolidation, recapitalization, sale of all or substantially all of the Company's assets, statutory share exchange, tender offer, or any other similar fundamental transaction (each, a "Fundamental Transaction"), then, in connection with such Funda

Section 5.4 — Distributions and Special Dividends If, at any time while the Warrants are outstanding, the Company declares or pays to the holders of Common Stock a cash dividend or distribution (other than regular cash dividends paid from operating income in the ordinary course of the Company's business as approved by the Board), the Exercise Price shall be reduced (but not below zero) by the per-share amount of such

Section 5.5 — Notices of Adjustment Whenever the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrants is adjusted pursuant to this Article V, the Company shall, within ten (10) Business Days after the occurrence of the event giving rise to such adjustment, deliver to the Holder a certificate, signed by the Chief Financial Officer of the Company (or, if no Chief Financial Officer has b

Section 5.6 — No Impairment The Company shall not, by amendment to its Amended and Restated Certificate of Incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it under this Article V. The Compa

ARTICLE VI — REGISTRATION RIGHTS

Section 6.1 — Piggyback Registration Rights If at any time after the Issue Date the Company proposes to register any shares of Common Stock under the Securities Act (whether for its own account or for the account of one or more stockholders of the Company), including, without limitation, in connection with an IPO or any subsequent public offering (other than registrations on Form S-4 or Form S-8 or any successor or s

Section 6.2 — Demand Registration Rights At any time after the earlier of (a) the fifth (5th) anniversary of the Issue Date and (b) one hundred eighty (180) days following the consummation of an IPO, the Holder shall have the right, by delivery of written notice to the Company (a "Demand Notice"), to require the Company to file a registration statement under the Securities Act covering the resale of all or a portion

Section 6.3 — Registration Expenses The Company shall bear all expenses incurred in connection with any registration pursuant to Sections 6.1 or 6.2, including, without limitation, all registration and filing fees, listing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of the Company's counsel and the Company's ind

Section 6.4 — Indemnification in Connection with Registration In connection with any registration statement filed pursuant to this Article VI: (a) Company Indemnification. The Company shall indemnify and hold harmless the Holder, its Affiliates, and each of their respective officers, directors, partners, members, managers, employees, agents, and representatives, and each Person who controls any of the foregoing withi

ARTICLE VII — COVENANTS AND INFORMATION RIGHTS

Section 7.1 — Information Rights Until such time as the Warrants have been exercised in full or have expired in accordance with their terms, the Company shall provide to the Holder the following financial information and reports: (a) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company and its subsidiaries, audited co

Section 7.2 — Board Observer Rights The Holder shall have the right, for so long as any Warrants remain outstanding and unexercised, to designate one (1) individual (the "Observer") to attend and observe all meetings of the Board and any committee thereof, whether held in person, by teleconference, by video conference, or by other means of communication. The Observer shall have the right to receive all notices of Boa

Section 7.3 — Preemptive Rights If, at any time while the Warrants are outstanding, the Company proposes to issue or sell any additional equity securities of the Company (including shares of Common Stock, options, warrants, convertible securities, or other rights to acquire equity securities), other than Exempt Issuances as defined in Section 5.2: (a) the Company shall deliver to the Holder