Contract analysis

Section 1.1 — Defined Terms. 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, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "control

Section 1.2 — Interpretation. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, subsection, Schedule, or Exhibit; (c) references to "Articles," "Sections," "Schedules," and "Exhibits" refer to Articles, Sections, Sch

ARTICLE II — ROLLOVER CONTRIBUTION

Section 2.1 — Contribution of Target Equity. (a) Each Management Holder hereby agrees, effective immediately prior to and conditioned upon the Closing, to contribute, convey, assign, transfer, and deliver to the Company, free and clear of all Liens (other than restrictions under the Target's existing stockholders agreement, which shall be terminated at or immediately prior to the Closing), the Rollover Shares set for

Section 2.2 — Issuance of Company Shares. (a) In exchange for each Management Holder's contribution of Rollover Shares pursuant to Section 2.1, the Company shall issue to such Management Holder the number of shares of Class A Common Stock set forth opposite such Management Holder's name on Schedule A, at a price of $10.00 per share (the "Subscription Price"). The aggregate issuances to the Management Holders shall be

Section 2.3 — Closing of Rollover. (a) The rollover contribution contemplated by Section 2.1 and the issuance of Company Shares contemplated by Section 2.2 shall occur simultaneously with, and shall be conditioned upon, the Closing under the Purchase Agreement. (b) At or prior to the Closing, each Management Holder shall deliver to the Company: (i) duly endorsed stock certificates (or, in the case of uncertificated s

Section 2.4 — Conditions to Contribution. (a) The obligations of each Management Holder to consummate the rollover contribution contemplated by Section 2.1 shall be subject to the satisfaction (or waiver by such Management Holder) of the following conditions: (i) the Closing under the Purchase Agreement shall be occurring simultaneously with, or shall have occurred immediately prior to, the rollover contribution; (ii

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF EACH MANAGEMENT HOLDER Each Management Holder, severally and not jointly, hereby represents and warrants to the Company and the Sponsor as of the date hereof and as of the Closing Date as follows:

Section 3.1 — Authority and Capacity. Such Management Holder has full legal capacity to execute and deliver this Agreement and each other document, instrument, or agreement to be executed and delivered by such Management Holder in connection herewith (collectively, the "Management Holder Documents") and to perform all of such Management Holder's obligations hereunder and thereunder. This Agreement and each Management

Section 3.2 — Ownership of Rollover Shares. Such Management Holder is the record and beneficial owner of the Rollover Shares described opposite such Management Holder's name on Schedule A, free and clear of all Liens (other than restrictions arising under the Target's existing stockholders agreement, which will be terminated at or immediately prior to the Closing, restrictions arising under applicable federal and sta

Section 3.3 — No Conflicts. The execution, delivery, and performance by such Management Holder of this Agreement and each Management Holder Document, and the consummation by such Management Holder of the transactions contemplated hereby and thereby (including the contribution of Rollover Shares), do not and will not (i) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, dec

Section 3.4 — Investment Representations. (a) Such Management Holder is acquiring the Company Shares for such Management Holder's own account, for investment purposes only, and not with a view toward, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities or "blue sky" laws. (b) Such Management Holder is an "accredited investor" as that term is d

Section 3.5 — Tax Matters. (a) Such Management Holder has obtained independent tax advice (or has had the opportunity to obtain such advice) regarding the contribution of Rollover Shares to the Company in exchange for Company Shares and the intended treatment of such contribution as a tax-deferred exchange under Section 351 of the Code. (b) Such Management Holder acknowledges that neither the Company, the Sponsor, no

Section 3.6 — No Broker. No broker, finder, investment banker, financial advisor, or other Person is entitled to any brokerage fee, finder's fee, commission, financial advisory fee, or similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Management Holder.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each Management Holder as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7201548). The Company was formed on January 8, 2025. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently proposed to be

Section 4.2 — Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board (wit

Section 4.3 — Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Class A Common Stock, par value $0.001 per share. As of the date hereof (and prior to the Closing), no shares of Class A Common Stock are issued and outstanding. No other classes of capital stock of the Company are authorized. (b) Immediately following the Closing, after giving effect to the transactions con

Section 4.4 — Valid Issuance. The Company Shares, when issued and delivered to the Management Holders in accordance with the terms of this Agreement and in exchange for the contribution of the Rollover Shares as contemplated hereby, will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all Liens (other than Liens created by the Management Holders, restrictions arising u

Section 4.5 — No Conflicts. The execution, delivery, and performance by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) violate or conflict with any provision of the Certificate of Incorporation or the Bylaws of the Company, (ii) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, decree, or

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR The Sponsor hereby represents and warrants to each Management Holder as of the date hereof and as of the Closing Date as follows:

Section 5.1 — Organization. The Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Sponsor is Ardent Capital Management III LLC, a Delaware limited liability company ("ACM III").

Section 5.2 — Authority. The Sponsor, acting through ACM III as its general partner, has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership and limited liability company actio

Section 5.3 — Sponsor Equity Commitment. The Sponsor hereby confirms that it will make an equity contribution to the Company in an aggregate amount of Two Hundred Ninety Million Dollars ($290,000,000) in exchange for 29,000,000 shares of Class A Common Stock at a price of $10.00 per share, at or immediately prior to the Closing, subject to the satisfaction or waiver of the conditions to the Closing set forth in the P

ARTICLE VI — TRANSFER RESTRICTIONS

Section 6.1 — General Restriction. No Management Holder shall Transfer any Company Shares (or any interest therein) except in strict compliance with this Article VI and the Securities Act. Without limiting the generality of the foregoing, during the Lock-Up Period, no Management Holder shall Transfer any Company Shares (or any interest therein) other than a Permitted Transfer in accordance with Section 6.2. Any purpo

Section 6.2 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 6.1, a Management Holder may Transfer Company Shares in connection with any of the following (each, a "Permitted Transfer"): (a) a Transfer to a Permitted Transferee, provided that (i) such Management Holder shall have given the Company and the Sponsor prior written notice of such Transfer at least ten (10) Business Days prior to

Section 6.3 — Right of First Refusal. (a) Following the expiration of the Lock-Up Period, if a Management Holder (the "Offering Holder") receives a bona fide written offer from a third party that is not an Affiliate of such Management Holder (a "Third-Party Offer") to purchase any or all of such Management Holder's Company Shares and such Management Holder desires to accept such Third-Party Offer, the Offering Holder

Section 6.4 — Void Transfers. Any Transfer or purported Transfer of Company Shares in violation of this Article VI shall be null and void ab initio, shall not operate to Transfer any interest or title in such Company Shares to the purported Transferee, and shall not be recognized by or effective against the Company. The Company shall not register any such Transfer on its books and records and shall not recognize the

Section 6.5 — Compliance with Law. Each Transfer of Company Shares (including any Permitted Transfer) must comply with all applicable federal and state securities laws, including the Securities Act and any applicable state securities or "blue sky" laws. In connection with any Transfer of Company Shares, the Company may require the Transferring Management Holder (or Permitted Transferee) to furnish to the Company an o

Section 6.6 — Legend. All stock certificates (or, in the case of uncertificated shares, all book-entry notations) evidencing Company Shares shall bear a restrictive legend substantially in the following form (or such other legend as the Company may reasonably require from time to time): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STAT

ARTICLE VII — TAG-ALONG RIGHTS

Section 7.1 — Tag-Along Notice. If the Sponsor proposes to Transfer to a third party (other than an Affiliate of the Sponsor) shares of Class A Common Stock representing fifty percent (50%) or more of the Sponsor's then-held Company Shares in a single transaction or a series of related transactions (a "Tag-Along Sale"), the Sponsor shall deliver written notice (a "Tag-Along Notice") to each Management Holder at least

Section 7.2 — Exercise of Tag-Along Right. (a) Each Management Holder shall have the right (but not the obligation) to participate in the Tag-Along Sale by delivering written notice (a "Tag-Along Election Notice") to the Sponsor within fifteen (15) Business Days following receipt of the Tag-Along Notice (the "Tag-Along Election Period"), indicating such Management Holder's election to include Company Shares in the Ta

Section 7.3 — Terms of Tag-Along Sale. (a) Each participating Management Holder shall sell such Management Holder's Company Shares in the Tag-Along Sale on the same terms and conditions (including price per share, form of consideration, representations and warranties, indemnification obligations, and escrow or holdback terms) as the Sponsor, on a several (and not joint) basis and pro rata in proportion to the number

Section 7.4 — Cooperation. Each Management Holder electing to participate in a Tag-Along Sale shall execute and deliver all documents and instruments, and take all actions, reasonably necessary to consummate such Tag-Along Sale in a timely manner, including executing the applicable purchase agreement, escrow agreement, and related ancillary documents, and providing customary representations and warranties as to autho

ARTICLE VIII — DRAG-ALONG RIGHTS

Section 8.1 — Drag-Along Right. If the Sponsor Majority approves a Sale of the Company (a "Drag-Along Sale"), the Sponsor shall have the right (the "Drag-Along Right") to require each Management Holder to sell, transfer, convey, assign, and deliver all (but not less than all) of such Management Holder's Company Shares in such Drag-Along Sale, on the same terms and conditions as the Sponsor. Each Management Holder her

Section 8.2 — Drag-Along Notice. The Sponsor shall deliver written notice (a "Drag-Along Notice") to each Management Holder at least fifteen (15) Business Days prior to the anticipated closing date of the Drag-Along Sale. The Drag-Along Notice shall specify: (a) the identity of the proposed acquirer or acquirers; (b) the proposed per-share consideration to be received by the selling stockholders (and, if the consider

Section 8.3 — Terms and Conditions. (a) In any Drag-Along Sale, each Management Holder shall receive the same form and amount of consideration per share of Class A Common Stock as the Sponsor (subject to Section 8.5 regarding expense allocation). If the Sponsor is entitled to receive any form of non-cash consideration (such as equity securities of the acquirer), each Management Holder shall be entitled to receive the

Section 8.4 — Irrevocable Proxy. Each Management Holder hereby irrevocably grants to the Sponsor (or its designee) a proxy and power of attorney, coupled with an interest, to (i) vote such Management Holder's Company Shares in favor of any Drag-Along Sale and against any proposal that could reasonably be expected to delay, impede, or prevent any Drag-Along Sale, and (ii) execute on behalf of such Management Holder an

Section 8.5 — Expenses. All transaction expenses incurred in connection with a Drag-Along Sale (including legal fees, accounting fees, investment banking fees, filing fees, and similar costs and expenses) shall be borne by all selling stockholders on a pro rata basis in proportion to their respective shares of the aggregate proceeds from such Drag-Along Sale; provided, however, that any advisory fees, transaction fee

ARTICLE IX — PUT AND CALL RIGHTS

Section 9.1 — Call Right Upon Termination for Cause. Upon a termination of a Management Holder's employment with the Company and its Subsidiaries for Cause, the Company (or, at the Company's election, the Sponsor or any Affiliate of the Sponsor designated by the Company) shall have the right (a "Cause Call Right"), exercisable by written notice delivered to such Management Holder (or such Management Holder's represen

Section 9.2 — Call Right Upon Other Termination Events. Upon (a) a termination of a Management Holder's employment by the Company or any of its Subsidiaries without Cause, (b) a Management Holder's voluntary resignation without Good Reason, or (c) any other termination of a Management Holder's employment not addressed in Section 9.1, Section 9.3, or Section 9.4 (each, a "General Termination Event"), the Company (or,

Section 9.3 — Put Right Upon Death or Disability. Upon a Management Holder's death or Disability, such Management Holder (or such Management Holder's estate, personal representative, executor, administrator, or guardian, as applicable) shall have the right (a "Put Right"), exercisable by written notice delivered to the Company at any time within one hundred eighty (180) days following the Termination Date (or, in the

Section 9.4 — Put Right Upon Termination Without Cause or Resignation for Good Reason. Upon termination of a Management Holder's employment by the Company or any of its Subsidiaries without Cause, or resignation by a Management Holder for Good Reason, such Management Holder shall have the right (a "Termination Put Right"), exercisable by written notice delivered to the Company at any time within one hundred eighty (1

Section 9.5 — Payment Terms. (a) The aggregate purchase price payable upon the exercise of any p