CO-INVESTMENT AGREEMENT
dated as of March 24, 2025
among
ARDENT CAPITAL PARTNERS III LP, a Delaware limited partnership
ARDENT APEX HOLDINGS INC., a Delaware corporation
and
NORTHVALE SOVEREIGN HOLDINGS LTD., an exempted limited company incorporated in the Cayman Islands
TABLE OF CONTENTS
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This CO-INVESTMENT AGREEMENT (this "Agreement") is entered into as of March 24, 2025, by and among:
ARDENT CAPITAL PARTNERS III LP, a Delaware limited partnership (the "Sponsor" or "Ardent Capital"), with its principal office at 399 Park Avenue, 42nd Floor, New York, New York 10022;
ARDENT APEX HOLDINGS INC., a Delaware corporation ("Parent" or "Apex Holdings"), with its registered agent at National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904; and
NORTHVALE SOVEREIGN HOLDINGS LTD., an exempted limited company incorporated in the Cayman Islands (the "Co-Investor" or "Northvale"), with its registered office at PO Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands.
Each of the Sponsor, Apex Holdings, and the Co-Investor is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Transaction. Apex Holdings, Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Apex Holdings ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company" or the "Target"), have entered into that certain Agreement and Plan of Merger dated as of March 24, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Apex Holdings. The Merger constitutes a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). Pursuant to the Merger Agreement, the aggregate equity value of the Transaction is Two Billion Eight Hundred Million Dollars ($2,800,000,000), representing Twenty Dollars ($20.00) per share for one hundred forty million (140,000,000) fully diluted shares of the Company's common stock, par value $0.001 per share.
B. The Sponsor. Ardent Capital Partners III LP is a Delaware limited partnership (Fund III, vintage 2023, with aggregate capital commitments of approximately $12.5 billion), whose general partner is Ardent Capital GP III LLC, a Delaware limited liability company. Ardent Capital is the indirect parent of Apex Holdings and Merger Sub and is sponsoring the acquisition of the Company pursuant to the Merger Agreement.
C. Co-Investment Opportunity. The Sponsor has offered the Co-Investor the opportunity to co-invest alongside the Sponsor in the equity capitalization of Apex Holdings in connection with the Merger, and the Co-Investor desires to participate in such co-investment on the terms and conditions set forth herein.
D. Sources of Funding. The total sources of funding for the Transaction are as follows:
(i) equity contribution from Ardent Capital Partners III LP in the amount of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000);
(ii) management rollover equity in the aggregate amount of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000);
(iii) co-investment equity from the Co-Investor in the amount of Two Hundred Million Dollars ($200,000,000) and from Summit Ridge Capital Partners LP in the amount of One Hundred Million Dollars ($100,000,000), for total co-investment equity of Three Hundred Million Dollars ($300,000,000);
(iv) Three Hundred Million Dollars ($300,000,000) in subordinated notes issued by Apex Holdings to Crestline Mezzanine Partners II LP; and
(v) One Billion Two Hundred Million Dollars ($1,200,000,000) in Term Loan B borrowings under the Senior Secured Credit Facility provided by Stonebridge Credit Partners LLC, as lead arranger and administrative agent, together with co-lenders Birchwood Capital Finance LLC and Ironvale Credit Fund III LP, with an additional Two Hundred Million Dollars ($200,000,000) revolving credit facility to remain undrawn at the Closing.
E. Stockholders Agreement. In connection with the closing of the Merger, the Co-Investor, the Sponsor, the management rollover participants, and Summit Ridge Capital Partners LP will enter into a Stockholders Agreement governing the equity interests in Apex Holdings (the "Stockholders Agreement"), substantially in the form attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
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" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, (a) Apex Holdings and Merger Sub shall be deemed Affiliates of the Sponsor, and (b) portfolio companies of the Sponsor shall not be deemed Affiliates of the Sponsor solely by reason of the Sponsor's investment therein.
"Agreement" means this Co-Investment Agreement, together with all exhibits and schedules attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with Section 10.6.
"Business Day" means any day that is not a Saturday, a Sunday, or a day on which commercial banking institutions in New York, New York, London, England, or George Town, Cayman Islands, are authorized or required by law or executive order to close.
"Closing" means the closing of the Merger as defined in the Merger Agreement.
"Closing Date" means the date on which the Closing occurs, which is anticipated to occur during the period from July through August 2025, subject to satisfaction or waiver of the conditions set forth in the Merger Agreement and in Article III of this Agreement.
"Co-Investment Amount" means Two Hundred Million Dollars ($200,000,000) in cash, subject to adjustment in accordance with Section 2.5 and Section 2.8.
"Co-Investment Securities" means the shares of common stock (or equivalent equity units) of Apex Holdings to be issued to the Co-Investor at the Closing in exchange for the Co-Investment Amount, representing the Co-Investor's pro rata share of the total equity capitalization of Apex Holdings as more fully described in Section 2.2 and Exhibit C.
"Company" means Luminex Systems Holdings Inc., a Delaware corporation (EIN: 86-2547193), with its principal office at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191.
"Equity Commitment Letter" means the equity commitment letter dated as of March 24, 2025, from Ardent Capital Partners III LP to Apex Holdings, pursuant to which the Sponsor has committed to contribute Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) to Apex Holdings in connection with the Transaction.
"Funding Notice" has the meaning set forth in Section 2.4.
"Governmental Authority" means any federal, state, local, municipal, or foreign government or governmental, regulatory, or administrative authority, agency, instrumentality, or commission, or any court, tribunal, or judicial or arbitral body of competent jurisdiction, including, without limitation, the Committee on Foreign Investment in the United States, the U.S. Department of Justice, the U.S. Federal Trade Commission, the European Commission, the Swiss Financial Market Supervisory Authority (FINMA), the Swiss State Secretariat for Economic Affairs (SECO), and the German Federal Cartel Office (Bundeskartellamt).
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Lien" means any mortgage, pledge, hypothecation, encumbrance, security interest, lien (statutory or otherwise), charge, restriction on transfer, or other similar interest or right.
"Losses" means any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses of investigation) actually incurred by a Party.
"Management Equity Incentive Plan" means the equity incentive plan to be adopted by the board of directors of Apex Holdings following the Closing for the benefit of management employees and service providers of the Company and its subsidiaries, providing for options, restricted stock units, or profits interests representing up to ten percent (10%) of the fully diluted equity of Apex Holdings on a post-Closing basis, as more fully described in the Stockholders Agreement.
"Merger Agreement" means the Agreement and Plan of Merger dated as of March 24, 2025, among Apex Holdings, Merger Sub, and the Company, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Consideration" means Two Billion Eight Hundred Million Dollars ($2,800,000,000) in the aggregate, representing the aggregate consideration payable to the stockholders of the Company in connection with the Merger.
"Merger Sub" means Ardent Apex Merger Sub Inc., a Delaware corporation (EIN: 93-2178502), a wholly owned subsidiary of Apex Holdings.
"Outside Date" means September 10, 2025; provided, that if the sole unsatisfied condition to the Closing as of such date is the receipt of one or more regulatory approvals described in Section 3.1(e), the Outside Date shall be automatically extended to December 10, 2025.
"Parent" or "Apex Holdings" means Ardent Apex Holdings Inc., a Delaware corporation (EIN: 93-2178435), incorporated on March 5, 2025, under the laws of the State of Delaware.
"Per Share Merger Consideration" means Twenty Dollars ($20.00) per share of the Company's common stock.
"Permitted Transferee" means, with respect to the Co-Investor, (a) any Affiliate of the Co-Investor, (b) any fund, investment vehicle, or managed account that is managed, advised, or controlled by the Co-Investor or any Affiliate of the Co-Investor, or (c) any successor entity of the Co-Investor resulting from a reorganization, merger, or consolidation of the Co-Investor; provided, in each case, that such Permitted Transferee agrees in writing to be bound by the terms of this Agreement and the Stockholders Agreement.
"Person" means an individual, partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, unincorporated organization, Governmental Authority, or other entity of any nature.
"Registration Rights Agreement" means the Registration Rights Agreement to be entered into at the Closing among Apex Holdings, the Sponsor, the Co-Investor, Summit Ridge Capital Partners LP, and the management rollover participants, providing for customary demand and piggyback registration rights.
"Reverse Termination Fee" means One Hundred Forty Million Dollars ($140,000,000), representing five percent (5%) of the aggregate Merger Consideration, payable by Apex Holdings to the Company in the circumstances set forth in the Merger Agreement.
"Senior Secured Credit Facility" means the senior secured credit facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), consisting of (a) a Term Loan B in the principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) and (b) a revolving credit facility in the principal amount of Two Hundred Million Dollars ($200,000,000), to be provided by Stonebridge Credit Partners LLC, as lead arranger and administrative agent, together with Birchwood Capital Finance LLC and Ironvale Credit Fund III LP as co-lenders, pursuant to the debt commitment letter dated March 8, 2025 (Ref. SC-2025-0312-AC).
"Sponsor" means Ardent Capital Partners III LP, a Delaware limited partnership.
"Stockholders Agreement" means the Stockholders Agreement to be entered into at the Closing among the Sponsor, the Co-Investor, Summit Ridge Capital Partners LP, and the management rollover participants, substantially in the form attached hereto as Exhibit B, governing the equity interests in Apex Holdings, including transfer restrictions, tag-along and drag-along rights, board composition, information rights, and consent rights.
"Subordinated Notes" means the subordinated notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000) to be issued by Apex Holdings to Crestline Mezzanine Partners II LP at the Closing, together with warrants representing two percent (2.0%) of the fully diluted equity of Apex Holdings, pursuant to the Subordinated Note Purchase Agreement dated as of March 24, 2025.
"Target Termination Fee" means Eighty-Four Million Dollars ($84,000,000), representing three percent (3%) of the aggregate Merger Consideration, payable by the Company to Apex Holdings in the circumstances set forth in the Merger Agreement.
"Transaction" means the Merger and the other transactions contemplated by the Merger Agreement, including the equity and debt financings described herein.
"Transaction Expenses" means the aggregate fees, costs, and expenses of the buyer parties in connection with the Transaction, currently estimated at Sixty-Two Million Dollars ($62,000,000), including legal fees, advisory fees, financing fees, regulatory filing fees, insurance premiums, and other customary transaction costs.
Section 1.2 — Interpretation.
(a) Unless the context otherwise requires, all capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
(b) The definitions in Section 1.1 shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" shall not be exclusive.
(c) Unless the context otherwise requires, references herein to Articles, Sections, Exhibits, and Schedules mean the Articles and Sections of, and Exhibits and Schedules attached to, this Agreement. References to "herein," "hereof," "hereunder," "hereby," and similar terms refer to this Agreement in its entirety.
(d) References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules and regulations promulgated thereunder. References to any agreement or contract shall be deemed to refer to such agreement or contract as amended, supplemented, or otherwise modified from time to time in accordance with its terms.
(e) The table of contents and headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
(f) This Agreement shall be construed without regard to any presumption or rule requiring construction against the party drafting or causing any instrument to be drafted.
ARTICLE II — CO-INVESTMENT COMMITMENT
Section 2.1 — Commitment.
Subject to the terms and conditions of this Agreement, Northvale hereby irrevocably commits to contribute Two Hundred Million Dollars ($200,000,000) in cash (the "Co-Investment Amount") to Apex Holdings at or immediately prior to the Closing, in exchange for the Co-Investment Securities. The contribution shall be made by wire transfer of immediately available funds in U.S. dollars to an account designated by Apex Holdings in the Funding Notice not less than two (2) Business Days prior to the Closing Date. The Co-Investor's commitment hereunder is a several, and not joint, obligation and is separate and independent of the commitments of the Sponsor, Summit Ridge Capital Partners LP, or any other equity contributor to Apex Holdings. The Co-Investor acknowledges that the Sponsor is relying on the Co-Investor's commitment hereunder in connection with the consummation of the Transaction.
Section 2.2 — Co-Investment Securities.
At the Closing, and subject to the Co-Investor's funding of the Co-Investment Amount in accordance with this Article II, Apex Holdings shall issue to the Co-Investor the Co-Investment Securities, which shall constitute shares of common stock (or equivalent equity units) of Apex Holdings. The number of Co-Investment Securities to be issued to the Co-Investor shall represent the Co-Investor's pro rata share of the total equity capitalization of Apex Holdings, calculated based on the Co-Investment Amount as a percentage of the total equity contributions made to Apex Holdings at the Closing. Such total equity contributions shall consist of the following:
(a) the Sponsor's equity contribution of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) pursuant to the Equity Commitment Letter;
(b) the management rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000) contributed by the management rollover participants pursuant to the applicable Rollover Agreements;
(c) the Co-Investment Amount of Two Hundred Million Dollars ($200,000,000) contributed by the Co-Investor pursuant to this Agreement; and
(d) the co-investment of One Hundred Million Dollars ($100,000,000) contributed by Summit Ridge Capital Partners LP pursuant to a separate co-investment agreement with the Sponsor.
Based on the foregoing, the total equity base of Apex Holdings at the Closing is expected to be approximately One Billion Four Hundred One Million Dollars ($1,401,000,000), and the Co-Investor's Co-Investment Securities shall represent approximately 14.3% of the total equity capitalization of Apex Holdings on a pro rata basis. The Co-Investor's percentage interest shall be subject to dilution by (i) the warrants to be issued to Crestline Mezzanine Partners II LP representing 2.0% of the fully diluted equity of Apex Holdings in connection with the Subordinated Notes, and (ii) future grants under the Management Equity Incentive Plan. The pro forma capitalization of Apex Holdings at the Closing is set forth in Exhibit C attached hereto.
Section 2.3 — Use of Proceeds.
The Co-Investment Amount shall be used by Apex Holdings solely for the following purposes:
(a) to fund a portion of the Merger Consideration payable to the stockholders of the Company, including Ridgeline Growth Equity Fund II LP (holding approximately 52% of the outstanding shares of the Company), Meridian Venture Partners IV LP (holding approximately 20% of the outstanding shares of the Company), and the cashing-out management and employee holders of shares and equity awards of the Company;
(b) to pay the Co-Investor's pro rata share of Transaction Expenses; and
(c) to fund any other amounts required in connection with the closing of the Transaction as set forth in the funds flow memorandum to be prepared by the Sponsor in consultation with Calderwood & Harkness LLP and circulated to the parties not later than three (3) Business Days prior to the Closing Date.
For the avoidance of doubt, no portion of the Co-Investment Amount shall be used for any purpose other than the consummation of the Transaction and the payment of Transaction Expenses associated therewith.
Section 2.4 — Funding Mechanics.
At least five (5) Business Days prior to the anticipated Closing Date, Apex Holdings shall deliver to the Co-Investor a written notice substantially in the form attached hereto as Exhibit A (the "Funding Notice"), specifying each of the following:
(i) the anticipated Closing Date;
(ii) the exact Co-Investment Amount to be funded by the Co-Investor (which shall not exceed Two Hundred Million Dollars ($200,000,000), subject to adjustment pursuant to Section 2.8);
(iii) the wire transfer instructions for the funding account established by Apex Holdings for receipt of equity contributions in connection with the Transaction, including the name and address of the depository institution, ABA routing number, account name, and account number; and
(iv) the number and class of Co-Investment Securities to be issued to the Co-Investor at the Closing, together with the calculation of the Co-Investor's pro rata percentage interest in Apex Holdings.
Promptly following receipt of the Funding Notice, the Co-Investor shall confirm receipt thereof in writing and shall fund the Co-Investment Amount by wire transfer of immediately available funds in U.S. dollars to the account specified in the Funding Notice no later than one (1) Business Day prior to the Closing Date. In the event the anticipated Closing Date is postponed following the delivery of a Funding Notice, the Co-Investor's funding obligation shall be automatically deferred, and Apex Holdings shall deliver an updated Funding Notice reflecting the revised anticipated Closing Date. Any funds received by Apex Holdings from the Co-Investor prior to the Closing shall be held in the designated funding account and shall not be commingled with any other funds of Apex Holdings or its Affiliates.
Section 2.5 — No Adjustment to Commitment.
The Co-Investment Amount is fixed at Two Hundred Million Dollars ($200,000,000) and shall not be subject to increase, reduction, or other adjustment, except:
(a) with the prior written consent of the Co-Investor and the Sponsor; or
(b) as contemplated by Section 2.8 (Reduction for Excess Equity).
For the avoidance of doubt, neither the Sponsor nor Apex Holdings may unilaterally increase the Co-Investment Amount above Two Hundred Million Dollars ($200,000,000) without the Co-Investor's express written consent.
Section 2.6 — Escrow.
The Co-Investor acknowledges that, pursuant to the Merger Agreement, One Hundred Forty Million Dollars ($140,000,000), representing five percent (5%) of the aggregate Merger Consideration, will be deposited into an escrow account with Continental Fiduciary Trust Company (Escrow Account Reference: CFT-ESC-2025-7894) for a period of eighteen (18) months following the Closing to secure the indemnification obligations of the selling stockholders of the Company under Article IX of the Merger Agreement. The Co-Investor further acknowledges that the terms and conditions of such escrow arrangement are as set forth in the Escrow Agreement to be entered into at the Closing among Apex Holdings, the stockholder representative, and Continental Fiduciary Trust Company. The Co-Investment Amount is not subject to escrow and shall be funded directly to Apex Holdings in accordance with this Article II. The Co-Investor shall not have any claims against, or rights with respect to, the escrow funds except to the extent that Apex Holdings may receive distributions from the escrow account that are distributable to the Co-Investor through Apex Holdings in accordance with the Stockholders Agreement.
Section 2.7 — Syndication Rights.
The Sponsor reserves the right, in its sole discretion, to offer, allocate, or syndicate a portion of the co-investment opportunity to one or more additional investors prior to the Closing, including sovereign wealth funds, pension funds, family offices, or other institutional investors; provided, however, that any such reallocation or syndication shall not reduce the Co-Investor's commitment below Two Hundred Million Dollars ($200,000,000) without the Co-Investor's prior written consent. In the event the Sponsor elects to increase the aggregate co-investment equity above Three Hundred Million Dollars ($300,000,000), the Sponsor's equity commitment under the Equity Commitment Letter shall be correspondingly reduced, and the Co-Investor's pro rata percentage interest in Apex Holdings shall be recalculated accordingly. The Sponsor shall provide the Co-Investor with prompt written notice of any material change to the co-investment syndication.
Section 2.8 — Reduction for Excess Equity.
If, after giving effect to any reduction in the Merger Consideration pursuant to the working capital adjustment mechanism under Article II of the Merger Agreement (Target Net Working Capital: Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000); collar of plus or minus Two Million Five Hundred Thousand Dollars ($2,500,000), such that no adjustment shall be made if Actual Net Working Capital as of the Closing Date falls between Forty-Six Million Dollars ($46,000,000) and Fifty-One Million Dollars ($51,000,000)), or any other purchase price adjustment (including any adjustment for Company transaction expenses, indebtedness, or cash as of the Closing), the aggregate equity funding required for the Transaction is less than the amount originally contemplated by the sources and uses analysis, then the Co-Investment Amount shall be reduced on a pro rata basis with the Sponsor's equity commitment under the Equity Commitment Letter and Summit Ridge Capital Partners LP's co-investment commitment, such that each equity contributor bears its proportionate share of the aggregate reduction. In no event shall the Co-Investment Amount be increased above Two Hundred Million Dollars ($200,000,000) as a result of any purchase price adjustment. The Sponsor shall provide written notice to the Co-Investor of any reduction contemplated by this Section 2.8 at least three (3) Business Days prior to the Closing Date.
ARTICLE III — CONDITIONS TO FUNDING
Section 3.1 — Conditions to Co-Investor's Obligation to Fund.
The obligation of the Co-Investor to fund the Co-Investment Amount at the Closing is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Co-Investor) of each of the following conditions precedent:
(a) Merger Agreement Conditions. The conditions to the Closing set forth in Article VII of the Merger Agreement shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing but which are capable of being satisfied at such time), and no condition to the Closing under the Merger Agreement shall have been modified or waived in a manner materially adverse to the Co-Investor without the Co-Investor's prior written consent.
(b) Sponsor Equity Funding. The Sponsor shall have funded (or shall concurrently fund at the Closing) its equity commitment of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) to Apex Holdings in full pursuant to the Equity Commitment Letter.
(c) Senior Secured Credit Facility Funding. The Term Loan B under the Senior Secured Credit Facility in the principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) shall have been funded (or shall be concurrently funded at the Closing) by Stonebridge Credit Partners LLC, as administrative agent, together with Birchwood Capital Finance LLC and Ironvale Credit Fund III LP, in accordance with the terms of the Senior Secured Credit Facility.
(d) Subordinated Notes Funding. The Subordinated Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000) shall have been issued by Apex Holdings and funded (or shall be concurrently issued and funded at the Closing) by Crestline Mezzanine Partners II LP in accordance with the Subordinated Note Purchase Agreement.
(e) Regulatory Approvals. All required regulatory approvals for the consummation of the Transaction shall have been obtained or shall have been deemed to have been obtained, including each of the following:
(i) HSR Act Clearance. Clearance under the HSR Act, whether by expiration or early termination of the applicable waiting period (HSR Transaction No. HSR-20250328-4192, filed March 28, 2025; initial thirty (30)-day waiting period expired April 27, 2025; compliance with any Second Request issued by the Federal Trade Commission or the Department of Justice Antitrust Division);
(ii) CFIUS Clearance. Clearance by the Committee on Foreign Investment in the United States, whether by written notice that there are no unresolved national security concerns, conclusion of an investigation with no further action, or entry into a mitigation agreement on terms reasonably acceptable to the Sponsor and the Co-Investor (Tracking No. CFIUS-2025-0087, filed April 4, 2025);
(iii) Swiss FINMA/SECO Clearance. Approval from the Swiss Financial Market Supervisory Authority and the Swiss State Secretariat for Economic Affairs, to the extent required (File No. 32-0973, filed April 7, 2025);
(iv) Bundeskartellamt Clearance. Clearance from the German Federal Cartel Office (Bundeskartellamt), whether by Phase I clearance or Phase II clearance (File No. B6-34/25, filed April 9, 2025); and
(v) EU Foreign Subsidies Regulation Clearance. Clearance under the European Union Foreign Subsidies Regulation (Regulation (EU) 2022/2560), whether by unconditional approval or approval subject to commitments (Case No. FSR.M.2025-0412, filed April 11, 2025).
(f) No Material Adverse Effect. No Material Adverse Effect (as defined in the Merger Agreement) shall have occurred with respect to the Company since the date of the Merger Agreement, and no event, change, development, or occurrence shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect with respect to the Company.
(g) Stockholders Agreement. The Stockholders Agreement shall have been duly executed and delivered by the Sponsor, Summit Ridge Capital Partners LP, and each of the management rollover participants, substantially in the form attached hereto as Exhibit B, and shall be in full force and effect as of the Closing.
(h) Funding Notice. Apex Holdings shall have delivered the Funding Notice to the Co-Investor in accordance with Section 2.4, containing all information required thereby.
(i) Representations and Warranties. The representations and warranties of the Sponsor and Apex Holdings set forth in Article V of this Agreement shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality, in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case they shall be true and correct in all material respects as of such earlier date).
Section 3.2 — Conditions to Sponsor's and Apex Holdings' Obligation.
The obligation of the Sponsor and Apex Holdings to consummate the transactions contemplated by this Agreement, including the issuance of the Co-Investment Securities to the Co-Investor, is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Sponsor and Apex Holdings) of each of the following conditions precedent:
(a) Co-Investor Funding. The Co-Investor shall have funded the Co-Investment Amount in full in accordance with Article II of this Agreement.
(b) Representations and Warranties. The representations and warranties of the Co-Investor set forth in Article IV of this Agreement shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality, in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case they shall be true and correct in all material respects as of such earlier date).
(c) Ancillary Agreements. The Co-Investor shall have executed and delivered (or shall concurrently execute and deliver at the Closing) the Stockholders Agreement and the Registration Rights Agreement, each in the form agreed upon by the parties thereto.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF CO-INVESTOR
The Co-Investor hereby represents and warrants to the Sponsor and Apex Holdings as of the date hereof and as of the Closing Date as follows:
Section 4.1 — Organization and Good Standing.
Northvale Sovereign Holdings Ltd. is an exempted limited company duly organized, validly existing, and in good standing under the laws of the Cayman Islands. The Co-Investor has all requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as currently conducted. The Co-Investor is duly qualified or licensed to do business and is in good standing in each jurisdiction where the nature of its business or the ownership, operation, or leasing of its assets and properties requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Co-Investor's ability to perform its obligations under this Agreement.
Section 4.2 — Authorization; Binding Effect.
The execution, delivery, and performance of this Agreement by the Co-Investor, and the consummation by the Co-Investor of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Co-Investor, including approval by the Co-Investor's board of directors (or equivalent governing body) and, to the extent required, by the Co-Investor's shareholders. No additional corporate proceedings on the part of the Co-Investor are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Co-Investor and constitutes the legal, valid, and binding obligation of the Co-Investor, enforceable against the Co-Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
Section 4.3 — No Conflicts.
The execution, delivery, and performance by the Co-Investor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with any provision of the Co-Investor's memorandum and articles of association or other organizational documents, (b) violate or conflict with any law, statute, regulation, rule, order, judgment, decree, or injunction of any Governmental Authority applicable to the Co-Investor or any of its assets or properties, or (c) result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, instrument, lease, license, or permit to which the Co-Investor is a party or by which the Co-Investor or any of its assets or properties is bound or affected.
Section 4.4 — Financial Capacity.
The Co-Investor has, and on the Closing Date will have, immediately available funds sufficient to fund the Co-Investment Amount of Two Hundred Million Dollars ($200,000,000) in full when due hereunder. The Co-Investor's obligation to fund the Co-Investment Amount is not contingent on the receipt of financing from any third party or the occurrence of any other event (other than the conditions set forth in Section 3.1). The Co-Investor has not incurred, and will not incur, any obligation, commitment, or arrangement that would impair, interfere with, or prevent the timely funding of the Co-Investment Amount at the Closing.
Section 4.5 — Investment Intent.
The Co-Investor is acquiring the Co-Investment Securities for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities laws. The Co-Investor acknowledges that the Co-Investment Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction, and cannot be sold, transferred, or otherwise disposed of except in compliance with such laws, including pursuant to an effective registration statement or an applicable exemption from registration. The Co-Investor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. The Co-Investor understands that the Co-Investment Securities will bear a restrictive legend consistent with the foregoing.
Section 4.6 — Sophisticated Investor; Access to Information.
The Co-Investor is a sophisticated investor with substantial experience in evaluating and investing in private placement transactions of the type contemplated by this Agreement. The Co-Investor is capable of evaluating the merits and risks of its investment in the Co-Investment Securities. The Co-Investor has been afforded the opportunity to review the Merger Agreement (including all schedules, exhibits, and disclosure schedules thereto), the business and financial information of the Company, and the due diligence materials and data room maintained by the Sponsor's advisors. The Co-Investor further acknowledges receipt and review of the financial advisor materials, presentations, and analyses prepared by Whitfield Partners LLC and Pinehurst Rothwell & Co. in connection with the Transaction, including the Company's historical financial statements, management projections, and quality of earnings analysis. The Co-Investor has had a reasonable opportunity to ask questions of, and receive answers from, the Sponsor and its representatives concerning the Company, the Transaction, and the terms of this Agreement.
Section 4.7 — No Reliance.
The Co-Investor has conducted its own independent investigation, review, and analysis of the Company, its business, results of operations, prospects, condition (financial and otherwise), and assets and properties. In making its decision to enter into this Agreement and invest in the Co-Investment Securities, the Co-Investor has relied solely on its own investigation, review, and analysis and on the representations and warranties expressly set forth in this Agreement and the Merger Agreement. The Co-Investor is not relying on, and expressly disclaims any reliance on, any representation, warranty, statement, advice, or information of the Sponsor, Apex Holdings, or any of their respective Affiliates, officers, directors, employees, agents, or advisors (including, without limitation, Calderwood & Harkness LLP, Pendleton & Associates LLP, and Whitfield Partners LLC) other than the representations and warranties expressly set forth in this Agreement and the Merger Agreement. The Co-Investor acknowledges that none of the Sponsor, Apex Holdings, or their advisors makes any representation or warranty as to the accuracy or completeness of any financial projections, forecasts, or estimates delivered to or made available to the Co-Investor.
Section 4.8 — Sanctions and Anti-Corruption Compliance.
(a) Neither the Co-Investor nor any of its direct or indirect beneficial owners, directors, officers, or employees acting on its behalf is (i) listed on, or owned or controlled by any person listed on, any sanctions list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Kingdom's Office of Financial Sanctions Implementation, or the United Nations Security Council (collectively, "Sanctions Lists"); (ii) organized, incorporated, or resident in, or a national of, any country or territory that is the subject of comprehensive territorial sanctions under U.S. law, including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions; or (iii) otherwise a target of economic or trade sanctions administered by any of the foregoing authorities (each, a "Sanctioned Person").
(b) The Co-Investor has not, and to the Co-Investor's knowledge, none of its directors, officers, employees, or agents acting on its behalf has, directly or indirectly, (i) used any funds, or will use any funds (including the Co-Investment Amount), for any payments to any Person in violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, (ii) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment to any government official or employee, or (iii) been the subject of any investigation, inquiry, action, or enforcement proceeding by any Governmental Authority relating to anti-money laundering, bribery, corruption, or sanctions violations.
(c) The Co-Investor maintains and will continue to maintain policies, procedures, and controls reasonably designed to ensure compliance with applicable anti-money laundering laws, sanctions regulations, and anti-corruption laws.
Section 4.9 — Tax Status.
The Co-Investor shall provide to Apex Holdings all reasonably requested tax forms and certifications, including a properly completed and executed IRS Form W-8BEN-E (or applicable successor form) establishing the Co-Investor's status for U.S. federal income tax withholding purposes, at or prior to the Closing Date and at such other times as may be reasonably requested by Apex Holdings. The Co-Investor shall promptly notify Apex Holdings if any information provided on such forms becomes inaccurate or incomplete in any material respect.
Section 4.10 — CFIUS / National Security.
The Co-Investor acknowledges and agrees that the Transaction is subject to review by the Committee on Foreign Investment in the United States (Tracking No. CFIUS-2025-0087, filed April 4, 2025). The Co-Investor represents that it is not a "foreign government-controlled transaction" party as defined under 31 C.F.R. Part 800, except as previously disclosed to the Sponsor in writing prior to the date hereof. The Co-Investor agrees to cooperate fully and in good faith with any and all requests from CFIUS or any other Governmental Authority in connection with the review of the Transaction, including the prompt provision of all beneficial ownership information, governance and control information, organizational charts, and other documentation regarding Northvale Sovereign Holdings Ltd. and its Affiliates as may be required or requested by CFIUS or any member agency thereof. Ahmad Al-Rashid, Head of Direct Investments, is the Co-Investor's designated primary contact for all CFIUS-related inquiries and correspondence. The Co-Investor shall not take any action, or fail to take any action, that would reasonably be expected to delay or impair the receipt of CFIUS clearance for the Transaction.
Section 4.11 — EU Foreign Subsidies Regulation.
The Co-Investor acknowledges that a notification under the European Union Foreign Subsidies Regulation (Regulation (EU) 2022/2560) has been filed with the European Commission in connection with the Transaction (Case No. FSR.M.2025-0412, filed April 11, 2025). The Co-Investor agrees to provide all information, data, and documentation reasonably requested by the Sponsor, Apex Holdings, or their counsel in connection with such filing and any related inquiries, investigations, or proceedings by the European Commission, including complete and accurate details of any "foreign financial contributions" (as defined in Regulation (EU) 2022/2560) received by the Co-Investor or any of its Affiliates from non-EU governments or state-affiliated entities during the three (3) fiscal years preceding the date of such filing. The Co-Investor shall cooperate with the Sponsor's counsel, Calderwood & Harkness LLP, in the preparation of any responses or supplemental filings required under the EU Foreign Subsidies Regulation.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR AND APEX HOLDINGS
The Sponsor and Apex Holdings hereby jointly and severally represent and warrant to the Co-Investor as of the date hereof and as of the Closing Date as follows:
Section 5.1 — Organization and Good Standing.
Ardent Capital Partners III LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 87-3941026). The general partner of the Sponsor is Ardent Capital GP III LLC, a Delaware limited liability company. Ardent Apex Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (EIN: 93-2178435), having been incorporated on March 5, 2025. Each of the Sponsor and Apex Holdings has all requisite organizational power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.
Section 5.2 — Authorization; Binding Effect.
The execution, delivery, and performance of this Agreement by the Sponsor and Apex Holdings, and the consummation by the Sponsor and Apex Holdings of the transactions contemplated hereby, have been duly authorized by all necessary partnership action (in the case of the Sponsor) and corporate action (in the case of Apex Holdings), and no additional organizational proceedings are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by each of the Sponsor and Apex Holdings and constitutes the legal, valid, and binding obligation of each of the Sponsor and Apex Holdings, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
Section 5.3 — Merger Agreement.
The Sponsor represents and warrants that (a) the Merger Agreement has been duly executed and delivered by each of the parties thereto as of March 24, 2025, and is in full force and effect, (b) a true, correct, and complete copy of the Merger Agreement, including all schedules, exhibits, and disclosure schedules thereto, has been made available to the Co-Investor, and (c) as of the date hereof, the Merger Agreement has not been amended, supplemented, restated, or otherwise modified in any material respect, and no material provision thereof has been waived. The Sponsor shall promptly notify the Co-Investor in writing of any proposed or actual amendment, supplement, or waiver of the Merger Agreement that would be materially adverse to the interests of the Co-Investor.
Section 5.4 — Capitalization of Apex Holdings.
As of the Closing, after giving effect to the transactions contemplated by this Agreement, the Merger Agreement, and the related transaction documents, the equity capitalization of Apex Holdings will consist solely of the following:
(a) shares or units issued to the Sponsor in respect of its equity contribution of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000);
(b) Co-Investment Securities issued to the Co-Investor in respect of the Co-Investment Amount of Two Hundred Million Dollars ($200,000,000);
(c) shares or units issued to Summit Ridge Capital Partners LP in respect of its co-investment of One Hundred Million Dollars ($100,000,000);
(d) shares or units issued to the management rollover participants in respect of management rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000); and
(e) warrants issued to Crestline Mezzanine Partners II LP exercisable for shares or units representing two percent (2.0%) of the fully diluted equity of Apex Holdings in connection with the Subordinated Notes.
No other equity securities of Apex Holdings will be issued and outstanding at the Closing except as set forth above and except as may be contemplated by the Management Equity Incentive Plan (which will be adopted following the Closing). The Sponsor represents that there are no outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other agreements relating to the equity of Apex Holdings other than as described in this Section 5.4 and in the Stockholders Agreement.
Section 5.5 — Financing.
The Sponsor represents and warrants that:
(a) the debt commitment letter from Stonebridge Credit Partners LLC dated March 8, 2025 (Ref. SC-2025-0312-AC), as countersigned by Birchwood Capital Finance LLC and Ironvale Credit Fund III LP, providing for a Senior Secured Credit Facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (consisting of the Term Loan B of One Billion Two Hundred Million Dollars ($1,200,000,000) and a revolving credit facility of Two Hundred Million Dollars ($200,000,000)), is in full force and effect, has not been amended, supplemented, or modified in any material respect, and has not been terminated or withdrawn;
(b) the Subordinated Note Purchase Agreement with Crestline Mezzanine Partners II LP, providing for the issuance of Subordinated Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000), is in full force and effect, has not been amended, supplemented, or modified in any material respect, and has not been terminated or withdrawn; and
(c) the Sponsor has the financial capacity and the present intention to fund its equity commitment of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) pursuant to the Equity Commitment Letter. As of the date hereof, the Sponsor is not aware of any fact, circumstance, or condition that would reasonably be expected to prevent or materially delay the availability of the debt or equity financing contemplated herein.
Section 5.6 — No Side Agreements.
Except for (a) this Agreement, (b) the Co-Investment Agreement with Summit Ridge Capital Partners LP, (c) the Equity Commitment Letter, (d) the Rollover Agreements with management rollover participants, (e) the Stockholders Agreement, and (f) the Registration Rights Agreement, neither the Sponsor nor Apex Holdings has entered into any side letter, co-investment agreement, fee arrangement, or similar agreement or arrangement with any Person relating to the equity capitalization of Apex Holdings in connection with the Transaction or any Person's investment in Apex Holdings. No Person has been granted any economic terms, governance rights, consent rights, or other rights in connection with the equity capitalization of Apex Holdings that are more favorable than those granted to the Co-Investor under this Agreement and the Stockholders Agreement, except to the extent of differences attributable to the Sponsor's position as the majority equity holder or the management rollover participants' employment arrangements.
Section 5.7 — Regulatory Filings.
The Sponsor represents and warrants that, as of the date hereof, the following regulatory filings have been made in connection with the Transaction:
(a) HSR Act filing (filed March 28, 2025);
(b) CFIUS filing (filed April 4, 2025);
(c) Swiss FINMA/SECO filing (filed April 7, 2025);
(d) Bundeskartellamt filing (filed April 9, 2025); and
(e) EU Foreign Subsidies Regulation notification (filed April 11, 2025).
The Sponsor and Apex Holdings shall keep the Co-Investor reasonably informed of the status of such filings and of any material developments with respect thereto, including any requests for additional information or documents from any Governmental Authority, and shall consult with the Co-Investor in good faith before agreeing to any remedies, divestitures, hold-separate arrangements, or mitigation measures that would materially affect the Co-Investor's investment in Apex Holdings.
ARTICLE VI — COVENANTS
Section 6.1 — Cooperation.
The Co-Investor shall cooperate fully and in good faith with the Sponsor, Apex Holdings, and their counsel (Calderwood & Harkness LLP; James Prentice, Responsible Partner) in connection with the Transaction, including (a) providing such information and documentation as may be reasonably necessary or appropriate for regulatory filings and approvals, (b) participating in meetings and conference calls with regulatory authorities to the extent reasonably requested by the Sponsor, (c) promptly reviewing and commenting on drafts of regulatory filings and responses to the extent they relate to the Co-Investor, and (d) using reasonable best efforts to obtain any approvals, consents, or clearances that may be required in connection with the Co-Investor's participation in the Transaction. The Sponsor shall similarly cooperate with the Co-Investor and shall promptly provide the Co-Investor with copies of material correspondence with Governmental Authorities relating to the regulatory review of the Transaction (subject to the Sponsor's right to redact competitively sensitive or privileged information).
Section 6.2 — CFIUS and Regulatory Cooperation.
Without limiting the generality of Section 6.1, the Co-Investor shall:
(a) promptly respond to all information requests, interrogatories, or supplemental questions from CFIUS, any member agency thereof, or any other Governmental Authority in connection with the review of the Transaction;
(b) provide complete and accurate beneficial ownership, governance, control, and organizational structure information as reasonably requested by the Sponsor, its counsel, or any Governmental Authority, including detailed organizational charts identifying all direct and indirect beneficial owners of the Co-Investor and their respective nationalities, citizenships, and residences;
(c) agree to any mitigation measures, national security agreements, or other conditions reasonably required by CFIUS as a condition to clearance of the Transaction, to the extent such measures are applicable to the Co-Investor and do not materially and adversely affect the economic terms of the Co-Investor's investment; provided that the Co-Investor shall not be required to agree to any mitigation measures that would require the Co-Investor to divest its Co-Investment Securities or that would impose ongoing compliance obligations materially more burdensome than those customarily imposed in similar transactions; and
(d) cooperate fully with respect to the EU Foreign Subsidies Regulation notification (Case No. FSR.M.2025-0412) and any inquiries, requests for information, or investigations by the European Commission regarding foreign financial contributions, including the provision of detailed information regarding any financial contributions received from non-EU governmental entities.
Section 6.3 — Confidentiality.
The Co-Investor shall keep strictly confidential all non-public information received in connection with this Agreement and the Transaction, including (a) the terms and conditions of this Agreement, the Merger Agreement, the Stockholders Agreement, and the financing arrangements, (b) financial information and business plans of the Company (including, without limitation, the Company's 2024 revenue of Four Hundred Eighty-Seven Million Dollars ($487,000,000) and 2024 Adjusted EBITDA of One Hundred Twenty-One Million Eight Hundred Thousand Dollars ($121,800,000)), (c) due diligence materials and data room contents, and (d) proprietary information of the Sponsor, Apex Holdings, or their Affiliates (collectively, "Confidential Information"). The foregoing confidentiality obligation shall not apply to information that (i) is or becomes publicly available other than as a result of disclosure by the Co-Investor in breach of this Section 6.3, (ii) was already known to the Co-Investor prior to its disclosure in connection with the Transaction, (iii) is received by the Co-Investor from a third party that is not, to the Co-Investor's knowledge, bound by an obligation of confidentiality, or (iv) is required to be disclosed by applicable law, regulation, or legal process (including any securities law filing obligation), in which case the Co-Investor shall provide the Sponsor with prompt prior written notice of such required disclosure (to the extent legally permissible) and shall cooperate with the Sponsor to obtain a protective order or other appropriate remedy. The Co-Investor may disclose Confidential Information to its directors, officers, employees, professional advisors (including legal counsel and accountants), and Affiliates who need to know such information in connection with the Transaction, provided that such persons are bound by confidentiality obligations no less restrictive than those set forth herein.
Section 6.4 — Transfer Restrictions Prior to Closing.
The Co-Investor shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of any of its rights or obligations under this Agreement, or enter into any agreement, arrangement, or understanding with respect to any of the foregoing, without the prior written consent of the Sponsor, which consent may be withheld in the Sponsor's sole discretion; provided, however, that the Co-Investor may transfer its rights and obligations under this Agreement to a Permitted Transferee without the consent of the Sponsor, subject to the following conditions: (a) the Permitted Transferee shall execute and deliver to the Sponsor a written instrument assuming all of the Co-Investor's obligations hereunder, in form and substance reasonably satisfactory to the Sponsor, (b) any such transfer shall not relieve the Co-Investor of its obligations hereunder, including its obligation to fund the Co-Investment Amount, (c) the Permitted Transferee shall satisfy the representations and warranties set forth in Article IV as of the date of such transfer, and (d) such transfer shall not delay or jeopardize any regulatory approval required for the Transaction.
Section 6.5 — Further Assurances.
Each Party shall, from time to time after the date hereof, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably necessary or appropriate to effectuate the transactions contemplated by this Agreement and to carry out the purposes and intent of this Agreement, including the execution and delivery of the Stockholders Agreement, the Registration Rights Agreement, and any ancillary documents required in connection with the Closing.
Section 6.6 — Exclusivity of Commitment.
The Co-Investor agrees that its commitment hereunder is exclusive to the Transaction. During the period from the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article VII, the Co-Investor shall not, directly or indirectly, (a) make, solicit, encourage, or facilitate any competing acquisition proposal, bid, or offer with respect to the Company or any material portion of its assets, (b) participate in any discussions or negotiations regarding a competing acquisition of the Company, or (c) enter into any agreement, arrangement, or understanding relating to a competing acquisition of the Company. For the avoidance of doubt, this Section 6.6 shall not restrict the Co-Investor or its Affiliates from making investments in other companies or businesses that do not constitute a competing acquisition of the Company.
Section 6.7 — Post-Closing Governance.