Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the following meanings: "Agreement" means this Rollover Agreement, including all Schedules and Exhibits hereto, as it may be amended, supplemented, or modified from time to time in accordance with Section 9.3. "Buyer" means Ardent Capital Partners III LP, a Delaware limited partnership. "Closing" means the closing of the Merger pursu

Section 1.2 — Interpretation. (a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," and

ARTICLE II — CONTRIBUTION AND EXCHANGE

Section 2.1 — Rollover Contribution. Immediately prior to the Effective Time, and conditioned upon the occurrence of the Closing (such that, in the event the Closing does not occur, the contribution contemplated by this Section 2.1 shall be of no force or effect), the Rollover Participant shall contribute, assign, transfer, convey, and deliver to Parent, free and clear of all Liens (other than restrictions under appl

Section 2.2 — Issuance of Parent Shares. In consideration for the contribution of the Rollover Shares pursuant to Section 2.1, and simultaneously with such contribution, Parent shall issue and deliver to the Rollover Participant the number of Parent Shares set forth on Schedule I hereto, determined in accordance with the Exchange Ratio set forth in Exhibit A. The Parent Shares shall be duly authorized, validly issued

Section 2.3 — Valuation. For purposes of the contribution and exchange contemplated by Sections 2.1 and 2.2, each Rollover Share shall be valued at $20.00 per share, which amount is equal to the Per-Share Merger Consideration payable to holders of Company Shares in connection with the Merger. The Exchange Ratio set forth in Exhibit A shall be determined so that the aggregate value of the Parent Shares received by the

Section 2.4 — Exercise of Rollover Options. To the extent the Rollover Participant holds options or other equity-based awards exercisable for Company Shares and has elected, as indicated on Schedule I hereto, to include such options in the rollover transactions contemplated by this Agreement, the Rollover Participant shall exercise such Rollover Options (on a net-exercise basis to the extent permitted under the Compa

Section 2.5 — Retained Shares. The Retained Shares (being the Company Shares held by the Rollover Participant as of immediately prior to the Effective Time that are not Rollover Shares) shall not be contributed to Parent and shall instead be treated in the Merger in accordance with the terms and conditions of the Merger Agreement. Specifically, each Retained Share shall be converted into the right to receive the Per-

Section 2.6 — Tax Treatment. (a) The Parties intend that the contribution of Rollover Shares by the Rollover Participant to Parent in exchange for Parent Shares shall constitute a tax-free contribution governed by Section 351 of the Code (and any corresponding or analogous provisions of state, local, or foreign Tax law). Each Party shall file all Tax Returns and take all positions on such Tax Returns consistent with

Section 2.7 — Withholding. Parent, Buyer, the Company, and any paying agent or other Person acting on their behalf shall be entitled to deduct and withhold from the consideration otherwise deliverable to the Rollover Participant under this Agreement (including, without limitation, the Parent Shares or any cash payments) such amounts as may be required to be deducted and withheld under applicable Tax law, including th

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ROLLOVER PARTICIPANT The Rollover Participant hereby represents and warrants to Parent and Buyer as of the date hereof and as of the Closing Date as follows:

Section 3.1 — Ownership. The Rollover Participant is the sole record and beneficial owner of the number of Company Shares set forth on Schedule I hereto (including, following the exercise of any Rollover Options, the Net Exercise Shares), free and clear of all Liens, pledges, security interests, claims, options, charges, and encumbrances of any kind or nature whatsoever, other than (i) restrictions arising under appl

Section 3.2 — Authority; Binding Agreement. The Rollover Participant has the full legal capacity, right, and authority to execute and deliver this Agreement and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Rollover Participant and constitutes the legal, valid, and binding obligation of the Rol

Section 3.3 — No Conflicts. The execution, delivery, and performance of this Agreement by the Rollover Participant, and the consummation by the Rollover Participant of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification, or accel

Section 3.4 — Investment Intent; Accredited Investor. (a) The Rollover Participant is acquiring the Parent Shares for his or her own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) in violation of applicable securities laws. The Rollover Participant has no present intention, agreement, or arrang

Section 3.5 — Sophistication and Due Diligence. (a) The Rollover Participant is a sophisticated investor with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Parent Shares and of making an informed investment decision with respect thereto. The Rollover Participant is able to bear the economic risk of holding the Parent Shares

Section 3.6 — No Broker. No broker, finder, investment banker, or financial advisor is entitled to any brokerage, finder's, or other similar fee, commission, or expense reimbursement in connection with the Rollover Participant's execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby, based upon any arrangement or agreement made by or on behalf of the Rollover

Section 3.7 — Legends. The Rollover Participant acknowledges and agrees that each certificate or book-entry notation representing Parent Shares issued to the Rollover Participant shall bear legends substantially in the following form (or such other form as Parent may reasonably determine): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER A

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Each of Parent and Buyer hereby represents and warrants to the Rollover Participant as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Good Standing. (a) Parent is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 5, 2025. Parent has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. Parent was

Section 4.2 — Authority; Binding Agreement. Each of Parent and Buyer has the requisite corporate or partnership (as applicable) power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by each of Parent and Buyer and the consummation of the transactions contempla

Section 4.3 — Capitalization. Immediately following the Closing and the issuance of Parent Shares to all Rollover Participants and the consummation of all equity contributions to Parent in connection with the Merger, the capitalization of Parent shall be substantially as set forth in Schedule II hereto. Such capitalization reflects the following equity contributions and investments: (a) an equity contribution by Arde

Section 4.4 — Valid Issuance. The Parent Shares, when issued and delivered to the Rollover Participant pursuant to this Agreement in exchange for the Rollover Shares, will be duly authorized, validly issued, fully paid, and nonassessable shares of common stock of Parent and will be free and clear of all Liens, other than (a) restrictions imposed by applicable federal and state securities laws, (b) the transfer restri

Section 4.5 — No Conflicts. The execution, delivery, and performance of this Agreement by each of Parent and Buyer, and the consummation by each of Parent and Buyer of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation of or default under, any provision of the certificate of incorporation, bylaws, or other organizational documents of Parent or the partnership agree

Section 5.1 — Pre-Closing Covenants of Rollover Participant. (a) No Transfer. From the date of this Agreement until the earlier of (x) the Closing or (y) the valid termination of this Agreement in accordance with Article VII, the Rollover Participant shall not, directly or indirectly, (i) sell, transfer, assign, tender, pledge, hypothecate, gift, grant a participation interest in, encumber, or otherwise dispose of, o

Section 5.2 — Post-Closing Covenants. (a) Stockholders Agreement. Promptly following the Closing (and in any event concurrently with or immediately following the issuance of the Parent Shares to the Rollover Participant), the Rollover Participant shall execute and deliver the Stockholders Agreement substantially in the form attached hereto as Exhibit B, which Stockholders Agreement shall govern, among other things, t

ARTICLE VI — CONDITIONS TO CLOSING

Section 6.1 — Conditions to Obligations of All Parties. The obligations of each of Parent, Buyer, and the Rollover Participant to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or, to the extent permissible under applicable law, waiver by the Party or Parties for whose benefit such condition exists) of each of the following conditions: (a) Consummation of Merger. The

Section 6.2 — Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Parent and Buyer) of each of the following additional conditions: (a) Representations and Warranties. The representations and warranties of the Rollover Participant set forth in Article III of this Agreement sh

Section 6.3 — Conditions to Obligations of the Rollover Participant. The obligations of the Rollover Participant to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Rollover Participant) of each of the following additional conditions: (a) Representations and Warranties. The representations and warranties of Parent and Buyer set forth in Article IV of th

Section 7.1 — Termination Events. This Agreement shall automatically terminate, without any action by any Party or the delivery of any notice, upon the earliest to occur of any of the following: (a) the mutual written consent of Parent, Buyer, and the Rollover Participant; (b) the valid termination of the Merger Agreement in accordance with its terms, including, without limitation, (i) termination by Buyer upon payme

Section 7.2 — Effect of Termination. Upon the termination of this Agreement in accordance with Section 7.1, this Agreement shall thereupon become void and of no further force or effect, and no Party shall have any liability or obligation to any other Party hereunder, and all rights and obligations of the Parties hereunder shall cease; provided, however, that (a) nothing in this Section 7.2 shall relieve any Party of

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by the Rollover Participant. Subject to the terms and conditions of this Article VIII, the Rollover Participant shall indemnify, defend, and hold harmless Parent and Buyer and their respective affiliates, directors, officers, employees, agents, and representatives (collectively, the "Parent Indemnified Parties") from and against any and all losses, damages, liabilities, costs, expenses (

Section 8.2 — Indemnification by Parent. Subject to the terms and conditions of this Article VIII, Parent shall indemnify, defend, and hold harmless the Rollover Participant (the "Participant Indemnified Party") from and against any and all Losses incurred or suffered by the Participant Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty

Section 8.3 — Limitation. Notwithstanding anything to the contrary in this Article VIII, the aggregate liability of the Rollover Participant under this Article VIII shall not exceed the Rollover Amount set forth on Schedule I hereto. In no event shall the Rollover Participant be liable for any punitive, speculative, consequential, or indirect damages, except to the extent such damages are payable to a third party in

Section 8.4 — Exclusive Remedy. Except in the case of fraud or willful and material breach, the indemnification provisions set forth in this Article VIII shall constitute the sole and exclusive remedy of the Parties and their respective affiliates, successors, and assigns with respect to any and all claims arising out of or relating to any breach or alleged breach of this Agreement. Notwithstanding the foregoing, not

Section 9.1 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by facsimile or electronic mail (with written confirmation of receipt), provided that a copy is mailed by registered mail

Section 9.2 — Entire Agreement. This Agreement (together with the Schedules and Exhibits hereto), the Merger Agreement, the Stockholders Agreement, and the other agreements and instruments referenced herein or delivered pursuant hereto constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, representations, warranties, understanding

Section 9.3 — Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the Parties hereto. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or furthe

Section 9.4 — Governing Law. This Agreement and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of l

Section 9.5 — Jurisdiction and Venue. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over the matter that is the subject of the action

Section 9.6 — Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING DIRECTLY OR INDIREC

Section 9.7 — Assignability. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assignable by the Rollover Participant without the prior written consent of Parent and Buyer. Parent and Buyer may assign their respective rights, interests, and obligations under this Agreement, in

Section 9.8 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion thereof), and this Agreement shall be construed as if such invalid,

Section 9.9 — Specific Performance. The Parties acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in addition to any other remedies available at law or in equity, each Party shall be entitled