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CO-INVESTMENT AGREEMENT

Dated as of March 24, 2025

Among

ARDENT CAPITAL PARTNERS III LP

a Delaware limited partnership

(the "Sponsor")

ARDENT APEX HOLDINGS INC.

a Delaware corporation

("Parent" or "Apex Holdings")

and

SUMMIT RIDGE CAPITAL PARTNERS LP

a Delaware limited partnership

(the "Co-Investor")

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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"), Ardent Apex Holdings Inc., a Delaware corporation ("Parent" or "Apex Holdings"), and Summit Ridge Capital Partners LP, a Delaware limited partnership (the "Co-Investor").

RECITALS

WHEREAS, Ardent Capital Partners III LP is a Delaware limited partnership with its principal office at 399 Park Avenue, 42nd Floor, New York, NY 10022, managed by its general partner, Ardent Capital GP III LLC, a Delaware limited liability company. Ardent Capital Partners III LP is a private equity fund (Fund III, vintage 2023, with aggregate capital commitments of approximately $12.5 billion) focused on growth equity and leveraged buyout investments in enterprise technology, financial infrastructure, and healthcare information technology (Recital A);

WHEREAS, Ardent Apex Holdings Inc. is a Delaware corporation incorporated on March 5, 2025 (EIN: 93-2178435), with its registered agent at National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904. Apex Holdings is a wholly owned subsidiary of the Sponsor formed for the sole purpose of serving as the direct parent of Ardent Apex Merger Sub Inc. and, following the consummation of the transactions contemplated hereby, as the post-closing parent of the surviving corporation (Recital B);

WHEREAS, Ardent Apex Merger Sub Inc. is a Delaware corporation incorporated on March 7, 2025 (EIN: 93-2178502), and is a wholly owned subsidiary of Apex Holdings formed exclusively to effect the reverse triangular merger with Luminex Systems Holdings Inc. contemplated by the Merger Agreement (as defined below) (Recital C);

WHEREAS, Apex Holdings, Ardent Apex Merger Sub Inc. (the "Merger Sub"), and Luminex Systems Holdings Inc. (the "Company" or the "Target"), a Delaware corporation (EIN: 86-2547193) with its principal office at 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191, have entered into that certain Agreement and Plan of Merger dated as of March 24, 2025 (as the same may be amended, supplemented, or modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company in a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), with the Company surviving such merger as a wholly owned subsidiary of Apex Holdings (the "Acquisition") (Recital D);

WHEREAS, the aggregate merger consideration payable in connection with the Acquisition is Two Billion Eight Hundred Million Dollars ($2,800,000,000), representing Twenty Dollars ($20.00) per share for approximately one hundred forty million (140,000,000) fully diluted shares of common stock of the Company. The Company is the U.S. intermediate holding company for Luminex Systems AG, a Swiss corporation organized as an Aktiengesellschaft (CHE-284.391.057) headquartered at Bahnhofstrasse 71, 8001 Zürich, Switzerland, an enterprise software-as-a-service company that develops and operates the "Luminex One" cloud-based enterprise resource planning, procurement automation, and supply-chain analytics platform (Recital E);

WHEREAS, Summit Ridge Capital Partners LP is a Delaware limited partnership with its principal office at 161 North Clark Street, Suite 4700, Chicago, IL 60601, managed by its general partner. The primary contact person for the Co-Investor in connection with the transactions contemplated by this Agreement is Karen Lindstrom, Partner (Recital F);

WHEREAS, the Sponsor desires to provide the Co-Investor with the opportunity to co-invest alongside the Sponsor in connection with the Acquisition, and the Co-Investor desires to participate in such co-investment, in each case on the terms and subject to the conditions set forth herein (Recital G);

WHEREAS, the parties acknowledge that the overall sources and uses in connection with the Acquisition are as follows: (i) equity contribution by the Sponsor (Ardent Capital Partners III LP) of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000); (ii) management rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000); (iii) aggregate co-investment equity of Three Hundred Million Dollars ($300,000,000), consisting of Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd. and One Hundred Million Dollars ($100,000,000) from the Co-Investor; (iv) Three Hundred Million Dollars ($300,000,000) in subordinated mezzanine notes from Crestline Mezzanine Partners II LP; and (v) One Billion Two Hundred Million Dollars ($1,200,000,000) in Term Loan B financing from Stonebridge Credit Partners LLC (together with a Two Hundred Million Dollar ($200,000,000) revolving credit facility, undrawn at closing), collectively providing aggregate sources sufficient to fund the Acquisition and all related fees and expenses (Recital H); and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Sponsor is entering into a separate co-investment agreement with Northvale Sovereign Holdings Ltd., a Cayman Islands exempted limited company, for a co-investment commitment of Two Hundred Million Dollars ($200,000,000), on terms substantially similar to those set forth herein (Recital I).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby 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:

"Acquisition" means the reverse triangular merger of Merger Sub with and into the Company pursuant to the Merger Agreement, whereby Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Apex Holdings.

"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 terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, (a) the Company shall not be deemed an Affiliate of the Sponsor or Apex Holdings prior to the Closing, and (b) no portfolio company of any fund managed or advised by the Sponsor or any Affiliate of the Sponsor shall be deemed an Affiliate of the Sponsor, Apex Holdings, or the Company solely by reason of such management or advisory relationship.

"Apex Holdings" or "Parent" means Ardent Apex Holdings Inc., a Delaware corporation.

"Business Day" means any day other than a Saturday, Sunday, or any day on which commercial banks in New York, New York or Chicago, Illinois are authorized or required by applicable Law to be closed.

"Closing" means the closing of the Acquisition as defined in the Merger Agreement.

"Closing Date" means the date on which the Closing occurs, which is currently estimated to occur in July or August 2025, subject to the satisfaction or waiver of the conditions precedent set forth in the Merger Agreement.

"Co-Invest Commitment" means the cash commitment of the Co-Investor in the amount of One Hundred Million Dollars ($100,000,000), subject to adjustment in accordance with Sections 2.4 and 2.5.

"Co-Invest Equity Securities" means the shares of common stock (or such other class or series of equity interests as may be determined by the Sponsor consistent with the Stockholders Agreement) of Apex Holdings to be issued to the Co-Investor at the Closing in exchange for the Co-Invest Commitment.

"Company" or "Target" means Luminex Systems Holdings Inc., a Delaware corporation (EIN: 86-2547193), with its principal office at 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191.

"Confidential Information" has the meaning set forth in Section 8.1.

"Credit Facility" means the One Billion Four Hundred Million Dollar ($1,400,000,000) Senior Secured Credit Facility to be provided by Stonebridge Credit Partners LLC, as administrative agent and collateral agent, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, as lenders, comprising (a) the One Billion Two Hundred Million Dollar ($1,200,000,000) Term Loan B and (b) the Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility, in each case as contemplated by the commitment letter dated March 8, 2025 (Ref. SC-2025-0312-AC).

"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) in cash equity to Apex Holdings at or prior to the Closing.

"Escrow Agent" means Continental Fiduciary Trust Company.

"Escrow Amount" means One Hundred Forty Million Dollars ($140,000,000), representing five percent (5%) of the aggregate merger consideration, to be deposited with the Escrow Agent at the Closing in accordance with the terms of the escrow agreement contemplated by the Merger Agreement.

"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other governmental or quasi-governmental authority, department, commission, board, bureau, agency, or instrumentality, or any court, tribunal, or arbitrator, including the United States Federal Trade Commission ("FTC"), the United States Department of Justice ("DOJ"), the Committee on Foreign Investment in the United States ("CFIUS"), the Swiss Financial Market Supervisory Authority ("FINMA"), the Swiss State Secretariat for Economic Affairs ("SECO"), the German Federal Cartel Office (Bundeskartellamt), and the European Commission.

"Law" means any federal, state, local, municipal, foreign, supranational, or other law, statute, ordinance, rule, regulation, order, judgment, injunction, decree, or governmental requirement enacted, promulgated, entered into, agreed to, or imposed by any Governmental Authority.

"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 modified from time to time in accordance with its terms and subject to Section 6.4 of this Agreement.

"Merger Sub" means Ardent Apex Merger Sub Inc., a Delaware corporation (EIN: 93-2178502) and a wholly owned subsidiary of Apex Holdings.

"Mezzanine Notes" means the Three Hundred Million Dollar ($300,000,000) aggregate principal amount of subordinated notes to be issued by Apex Holdings to Crestline Mezzanine Partners II LP at or prior to the Closing, bearing interest at a rate of 11.5% per annum (PIK toggle), with a maturity of eight (8) years from the Closing Date, pursuant to the note purchase agreement dated as of March 24, 2025.

"Other Co-Investor" means Northvale Sovereign Holdings Ltd., a Cayman Islands exempted limited company, which is concurrently entering into a separate co-investment agreement with the Sponsor for a co-investment commitment of Two Hundred Million Dollars ($200,000,000).

"Outside Date" means September 10, 2025, as such date may be extended to December 10, 2025 if, as of the initial Outside Date, the sole condition to the Closing that has not been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing) is the receipt of one or more required regulatory approvals.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority, or any other entity.

"Pro Rata Share" means, with respect to the Co-Investor, the Co-Investor's proportionate share of the total post-closing equity capitalization of Apex Holdings, calculated by dividing the Co-Invest Commitment by the sum of all equity contributions to Apex Holdings at the Closing (including the Sponsor's equity contribution, the Co-Invest Commitment, the Other Co-Investor's equity contribution, and the aggregate management rollover equity, but excluding equity interests underlying any warrants issued in connection with the Mezzanine Notes).

"Rollover Participants" means Dr. Stefan Kessler, Annelise Gruber, Dr. Markus Vogt, and other management and employee equity holders of the Company who are contributing aggregate rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000) in connection with the Acquisition, as more particularly described in the rollover agreements entered into by each such person with Apex Holdings.

"Sponsor" means Ardent Capital Partners III LP, a Delaware limited partnership.

"Stockholders Agreement" means the Stockholders Agreement of Apex Holdings to be entered into at or prior to the Closing among the Sponsor, the Co-Investor, the Other Co-Investor, and the Rollover Participants, in substantially the form attached hereto as Exhibit A, governing, among other things, transfer restrictions, tag-along rights, drag-along rights, board composition, protective provisions, information rights, and other matters relating to the governance of Apex Holdings following the Closing.

"Transaction Documents" means, collectively, this Agreement, the Merger Agreement, the Equity Commitment Letter, the Stockholders Agreement, the Registration Rights Agreement, and each other agreement, certificate, instrument, or document entered into or delivered in connection with the Acquisition or the transactions contemplated hereby.

Section 1.2 — Rules of Construction

Unless the context otherwise requires: (a) words in the singular shall include the plural, and vice versa; (b) words importing any gender shall include all other genders; (c) references to "include," "includes," or "including" shall be deemed to be followed by the phrase "without limitation"; (d) the headings and captions in this Agreement are for convenience of reference only and shall not be used in interpreting or construing this Agreement; (e) references to "Articles," "Sections," "Exhibits," and "Schedules" are to the Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise specified; (f) references to "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision; (g) references to any statute or regulation shall be deemed to include all amendments thereto and any successor statute or regulation; (h) references to "dollars" or "$" shall mean United States dollars; (i) references to any agreement or document shall mean such agreement or document as amended, supplemented, or modified from time to time in accordance with its terms; and (j) the words "shall" and "will" have equal force and effect.

ARTICLE II — CO-INVESTMENT COMMITMENT

Section 2.1 — Commitment Amount

Subject to the terms and conditions of this Agreement, the Co-Investor hereby irrevocably commits to contribute One Hundred Million Dollars ($100,000,000) in cash (the "Co-Invest Commitment") to Apex Holdings at or immediately prior to the Closing in exchange for Co-Invest Equity Securities. The Co-Invest Commitment represents approximately 3.57% of the total equity value of the Acquisition, calculated by dividing the Co-Invest Commitment of $100,000,000 by the aggregate merger consideration of $2,800,000,000.

The Co-Invest Commitment constitutes a portion of the aggregate co-investment capital of Three Hundred Million Dollars ($300,000,000) being committed by co-investors in connection with the Acquisition. The remaining Two Hundred Million Dollars ($200,000,000) of such aggregate co-investment capital has been committed by Northvale Sovereign Holdings Ltd. pursuant to a separate co-investment agreement being executed concurrently herewith. The Co-Investor acknowledges that the Sponsor's willingness to enter into this Agreement is based, in part, on the Co-Investor's commitment to fund the Co-Invest Commitment at the Closing, and the Sponsor is relying on such commitment in structuring the financing for the Acquisition.

Section 2.2 — Form of Contribution

The Co-Invest Commitment shall be funded by wire transfer of immediately available funds in United States dollars to the account designated by Apex Holdings in the wire transfer instructions to be delivered pursuant to this Section 2.2 and Schedule 1 hereto. Such wire transfer shall be initiated by the Co-Investor no later than one (1) Business Day prior to the anticipated Closing Date, or at such other time as may be mutually agreed in writing by the Sponsor and the Co-Investor. To the extent the Closing does not occur on the anticipated Closing Date, such funds shall be returned to the Co-Investor promptly (and in any event within two (2) Business Days) following notification that the Closing will not occur on such date, without deduction or set-off.

Apex Holdings shall deliver written wire transfer instructions to the Co-Investor at least three (3) Business Days prior to the anticipated Closing Date. Such wire transfer instructions shall include the name of the receiving bank, the ABA routing number or SWIFT code (as applicable), the account name, the account number, and any reference or identification information to be included in the wire transfer. The Co-Investor shall promptly confirm receipt of such wire transfer instructions and shall notify Apex Holdings upon initiation of the wire transfer.

The parties acknowledge that, prior to the Closing, a Funds Flow Memorandum will be prepared by counsel to the Sponsor and circulated to all parties and their respective counsel, setting forth in detail the anticipated flow of all funds in connection with the Closing, including the equity contributions, debt financing proceeds, payment of merger consideration, payment of transaction expenses, and deposit of the Escrow Amount with the Escrow Agent.

Section 2.3 — Issuance of Co-Invest Equity Securities

At the Closing, and subject to the satisfaction or waiver of the conditions set forth in Article III, Apex Holdings shall issue to the Co-Investor the Co-Invest Equity Securities, which shall consist of shares of common stock of Apex Holdings (or such other class or series of equity interests of Apex Holdings as may be determined by the Sponsor in its reasonable discretion, consistent with the terms of the Stockholders Agreement), in an amount reflecting the Co-Investor's Pro Rata Share of the total post-closing equity capitalization of Apex Holdings. The number of Co-Invest Equity Securities to be issued to the Co-Investor shall be determined by dividing the Co-Invest Commitment by the per-share price at which equity interests of Apex Holdings are issued to all equity holders at the Closing, which per-share price shall be uniform for all equity holders (other than with respect to any equity interests underlying warrants issued in connection with the Mezzanine Notes).

The Co-Invest Equity Securities shall be fully paid, nonassessable, and free and clear of all liens, encumbrances, charges, pledges, security interests, claims, and restrictions of any kind, other than (a) restrictions on transfer imposed by the Stockholders Agreement, (b) restrictions on transfer imposed by applicable federal and state securities laws, and (c) such other restrictions as may be set forth in the organizational documents of Apex Holdings as in effect at the Closing.

The parties acknowledge that the total post-closing equity capitalization of Apex Holdings (prior to giving effect to any dilution from the Crestline mezzanine warrants) will comprise the following equity contributions:

In addition to the foregoing, Crestline Mezzanine Partners II LP will receive warrants representing 2.0% of the fully diluted equity of Apex Holdings in connection with the issuance of the Mezzanine Notes. The issuance of such warrants will result in proportionate dilution to all equity holders of Apex Holdings, including the Co-Investor.

Section 2.4 — No Adjustment to Commitment

The Co-Invest Commitment of One Hundred Million Dollars ($100,000,000) is fixed and shall not be increased or decreased except in the following circumstances:

(a) with the prior written consent of both the Sponsor and the Co-Investor;

(b) a proportionate reduction in the Co-Invest Commitment if the aggregate equity required to consummate the Acquisition is reduced due to adjustments in the total merger consideration payable under the Merger Agreement, including any purchase price adjustments resulting from working capital adjustments (the target net working capital under the Merger Agreement being Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000), with a collar of plus or minus Two Million Five Hundred Thousand Dollars ($2,500,000)), provided that any such reduction shall be applied to all equity contributors (including the Sponsor, the Other Co-Investor, and the Co-Investor) on a proportionate basis; or

For the avoidance of doubt, in the event of a proportionate reduction pursuant to clause (b) above, the amount of such reduction shall be calculated by multiplying the total reduction in aggregate equity required by the Co-Investor's Pro Rata Share. The Sponsor shall provide the Co-Investor with prompt written notice of any such adjustment, together with reasonable supporting documentation.

Section 2.5 — Increase or Decrease Option

The Sponsor may, in its sole and absolute discretion, offer the Co-Investor the opportunity to increase or decrease the Co-Invest Commitment by up to ten percent (10%) of the original Co-Invest Commitment (i.e., by up to Ten Million Dollars ($10,000,000)), provided that any such adjustment is offered on a proportionate basis to each co-investor participating in the Acquisition (including the Other Co-Investor). The Sponsor may exercise this option by delivering written notice to the Co-Investor, which notice shall specify the proposed adjustment amount and the basis therefor.

Upon receipt of such notice, the Co-Investor shall have five (5) Business Days to deliver written notice to the Sponsor accepting or rejecting such offer. If the Co-Investor fails to respond within such five (5) Business Day period, the Co-Investor shall be deemed to have rejected the offer, and the Co-Invest Commitment shall remain unchanged. Acceptance of an increase shall constitute an amendment to the Co-Invest Commitment for all purposes of this Agreement. The Sponsor shall not be obligated to offer any increase or decrease and may withdraw any such offer at any time prior to the Co-Investor's acceptance.

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-Invest Commitment at the Closing is subject to the satisfaction (or waiver by the Co-Investor) of each of the following conditions:

(a) Simultaneous Closing. The Closing shall be occurring simultaneously with, or immediately after, the Co-Investor's funding of the Co-Invest Commitment. For the avoidance of doubt, the Co-Investor shall have no obligation to fund the Co-Invest Commitment if the Closing does not occur.

(b) Merger Agreement Conditions Satisfied. All conditions precedent to the Closing set forth in the Merger Agreement shall have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), including the receipt of all required regulatory approvals, which include: (i) expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or receipt of clearance from the FTC and/or DOJ; (ii) written approval or clearance from CFIUS, or passage of the applicable review period without action; (iii) clearance from the Swiss Financial Market Supervisory Authority (FINMA) and the Swiss State Secretariat for Economic Affairs (SECO), to the extent required; (iv) clearance from the German Federal Cartel Office (Bundeskartellamt); and (v) clearance under the European Union Foreign Subsidies Regulation ("EU FSR"), if applicable.

(c) Sponsor Equity Funded. The Sponsor shall have funded (or shall be simultaneously funding) its equity commitment of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) pursuant to the Equity Commitment Letter.

(d) Credit Facility Funded. The Credit Facility, comprising the One Billion Two Hundred Million Dollar ($1,200,000,000) Term Loan B and the Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility, to be provided by Stonebridge Credit Partners LLC, as administrative agent, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, as lenders, shall have been funded (or shall be simultaneously funded) in accordance with the terms of the commitment letter dated March 8, 2025 (Ref. SC-2025-0312-AC) and the definitive credit agreement to be entered into in connection therewith.

(e) Mezzanine Notes Funded. The Mezzanine Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000) from Crestline Mezzanine Partners II LP shall have been funded (or shall be simultaneously funded) in accordance with the terms of the note purchase agreement.

(f) Stockholders Agreement and Registration Rights Agreement. The Stockholders Agreement and the Registration Rights Agreement shall have been executed and delivered by all parties thereto, in forms reasonably satisfactory to the Co-Investor, and shall be in full force and effect.

(g) Representations and Warranties. The representations and warranties of the Sponsor and Apex Holdings set forth in Article IV of this Agreement shall be true and correct in all material 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 are made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date).

(h) No Injunctions. No temporary restraining order, preliminary or permanent injunction, order, decree, or ruling of any Governmental Authority shall be in effect that prohibits, restrains, or enjoins the consummation of the Acquisition or the Co-Investor's investment contemplated by this Agreement.

(i) Receipt of Merger Agreement. The Co-Investor shall have received a true and complete copy of the fully executed Merger Agreement (including all schedules, exhibits, and disclosure schedules thereto) and copies of all material amendments, modifications, supplements, and waivers thereto.

Section 3.2 — Conditions to Sponsor's and Apex Holdings' Obligation

The obligations of the Sponsor and Apex Holdings to accept the Co-Invest Commitment and issue the Co-Invest Equity Securities at the Closing are subject to the satisfaction (or waiver by the Sponsor and Apex Holdings) of each of the following conditions:

(a) Co-Investor Representations and Warranties. The representations and warranties of the Co-Investor set forth in Article V of this Agreement shall be true and correct in all material 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 are made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date).

(b) Compliance with Obligations. The Co-Investor shall have complied in all material respects with all of its obligations and covenants under this Agreement required to be performed or complied with on or prior to the Closing Date, including timely delivery of the Co-Invest Commitment in accordance with Section 2.2.

(c) No Injunctions. No temporary restraining order, preliminary or permanent injunction, order, decree, or ruling of any Governmental Authority shall be in effect that prohibits, restrains, or enjoins the Co-Investor's investment contemplated by this Agreement.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR AND APEX HOLDINGS

Each of the Sponsor and Apex Holdings, jointly and severally, hereby represents and warrants to the Co-Investor as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Good Standing

The Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ardent Capital GP III LLC, a Delaware limited liability company, is the sole general partner of the Sponsor and has full authority to act on behalf of the Sponsor. Apex Holdings is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 5, 2025. Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 7, 2025. Each of the Sponsor, Apex Holdings, and Merger Sub has all requisite organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.

Section 4.2 — Authorization; Enforceability

Each of the Sponsor and Apex Holdings has all requisite limited partnership power and authority (in the case of the Sponsor) and corporate power and authority (in the case of Apex Holdings) to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by each of the Sponsor and Apex Holdings has been duly and validly authorized by all necessary limited partnership or corporate action, as applicable, on the part of the Sponsor and Apex Holdings, and no additional authorization or consent is required. 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 at law or in equity).

Section 4.3 — No Conflicts

The execution, delivery, and performance of this Agreement by each of the Sponsor and Apex Holdings, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or violate any provision of the organizational documents of the Sponsor, Apex Holdings, or Merger Sub; (b) conflict with or violate any Law applicable to the Sponsor, Apex Holdings, or Merger Sub or by which any property or asset of the Sponsor, Apex Holdings, or Merger Sub is bound; or (c) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of a lien or encumbrance on any property or asset of the Sponsor, Apex Holdings, or Merger Sub pursuant to, any material agreement, contract, or instrument to which the Sponsor, Apex Holdings, or Merger Sub is a party or by which the Sponsor, Apex Holdings, or Merger Sub is bound, except in the case of clauses (b) and (c) for conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by the Sponsor or Apex Holdings of their obligations under this Agreement.

Section 4.4 — Capitalization of Apex Holdings

The authorized capital stock of Apex Holdings consists of such number of shares of common stock and preferred stock as set forth in the certificate of incorporation of Apex Holdings. As of the date hereof, all issued and outstanding shares of capital stock of Apex Holdings are held by the Sponsor, and no shares of preferred stock are issued and outstanding. There are no outstanding options, warrants, convertible securities, or other rights, agreements, or commitments obligating Apex Holdings to issue any additional shares of its capital stock or other equity interests, other than as contemplated by this Agreement, the co-investment agreement with the Other Co-Investor, the rollover agreements with the Rollover Participants, and the warrant agreement to be entered into with Crestline Mezzanine Partners II LP in connection with the Mezzanine Notes. At the Closing, equity interests of Apex Holdings will be issued to the Co-Investor, the Other Co-Investor, and the Rollover Participants in exchange for their respective contributions and rollover investments, as contemplated by the applicable Transaction Documents.

Section 4.5 — Merger Agreement

The Merger Agreement has been duly executed and delivered by Apex Holdings and Merger Sub and, to the knowledge of the Sponsor, by the Company, and is in full force and effect as of the date hereof. The Sponsor has provided the Co-Investor with a true, correct, and complete copy of the Merger Agreement, including all schedules and exhibits thereto (subject to redaction of information designated as "Confidential — Company Only" in the disclosure schedules, which redacted portions shall be made available to the Co-Investor at its request under the terms of a separate clean team or confidentiality arrangement, if applicable). The Sponsor shall promptly (and in any event within three (3) Business Days) provide the Co-Investor with copies of all amendments, modifications, supplements, and waivers to the Merger Agreement. Neither the Sponsor nor Apex Holdings has received any notice from the Company of any material breach of the Merger Agreement or any intention to terminate the Merger Agreement.

Section 4.6 — Financing

The Sponsor has received or caused to be delivered to Apex Holdings the following:

(a) the commitment letter dated March 8, 2025 from Stonebridge Credit Partners LLC, as administrative agent, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, as lenders (Ref. SC-2025-0312-AC), providing for the One Billion Four Hundred Million Dollar ($1,400,000,000) Senior Secured Credit Facility, comprising the One Billion Two Hundred Million Dollar ($1,200,000,000) Term Loan B and the Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility, which commitment letter is in full force and effect and has not been amended, modified, or terminated;

(b) the Equity Commitment Letter from the Sponsor, committing Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) in cash equity to Apex Holdings at or prior to the Closing, which Equity Commitment Letter is in full force and effect and has not been amended, modified, or terminated; and

(c) the note purchase agreement from Crestline Mezzanine Partners II LP providing for the issuance and purchase of Three Hundred Million Dollars ($300,000,000) in subordinated mezzanine notes, which note purchase agreement is in full force and effect and has not been amended, modified, or terminated.

Together with the Co-Invest Commitment, the Other Co-Investor's commitment of Two Hundred Million Dollars ($200,000,000), the management rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000), and the foregoing financing commitments, the aggregate sources are sufficient to consummate the Acquisition, pay the aggregate merger consideration, fund the Escrow Amount, and pay all related fees, costs, and expenses. As of the date hereof, neither the Sponsor nor Apex Holdings is aware of any fact, circumstance, or condition that would reasonably be expected to result in any of the foregoing financing commitments not being funded at the Closing.

Section 4.7 — Brokers and Finders

Whitfield Partners LLC has been retained as financial advisor to the Sponsor in connection with the Acquisition. Christopher Brennan, Managing Director, is the lead advisor. Other than Whitfield Partners LLC, no broker, finder, financial advisor, or investment banker has been engaged by the Sponsor or Apex Holdings in connection with the Acquisition or the transactions contemplated by this Agreement. No fees, commissions, or expenses of Whitfield Partners LLC or any other advisor to the Sponsor or Apex Holdings shall be payable by the Co-Investor (except to the extent the Co-Investor has separately engaged such advisor, which has not occurred as of the date hereof).

Section 4.8 — Litigation

There is no action, suit, proceeding, arbitration, investigation, or inquiry pending or, to the knowledge of the Sponsor or Apex Holdings, threatened against the Sponsor, Apex Holdings, or Merger Sub before any Governmental Authority or arbitral body that would, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of the Sponsor or Apex Holdings to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.

Section 4.9 — No Material Adverse Change

Since the date of the Merger Agreement, no event, change, effect, development, state of facts, condition, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a "Material Adverse Effect" as defined in the Merger Agreement. For purposes of the foregoing representation, the definition of "Material Adverse Effect" under the Merger Agreement includes standard carve-outs for (i) changes in general economic or market conditions, (ii) changes affecting the industry in which the Company operates generally, (iii) changes in applicable Law or in GAAP or other applicable accounting standards, (iv) acts of war, terrorism, natural disasters, pandemics, or other force majeure events, and (v) the announcement or pendency of the Acquisition, in each case except to the extent such changes, events, or effects disproportionately affect the Company relative to other companies operating in the same industry.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE CO-INVESTOR

The Co-Investor hereby represents and warrants to each of the Sponsor and Apex Holdings as of the date hereof and as of the Closing Date as follows:

Section 5.1 — Organization and Good Standing

Summit Ridge Capital Partners LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal office at 161 North Clark Street, Suite 4700, Chicago, IL 60601. The Co-Investor has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Section 5.2 — Authorization; Enforceability

The Co-Investor has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Co-Investor has been duly and validly authorized by all necessary partnership action on the part of the Co-Investor, and no additional authorization, consent, or approval of any partner, advisory committee, or other body is required. 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 at law or in equity).

Section 5.3 — No Conflicts

The execution, delivery, and performance of this Agreement by the Co-Investor, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or violate any provision of the partnership agreement, certificate of limited partnership, or other organizational documents of the Co-Investor; (b) conflict with or violate any Law applicable to the Co-Investor or by which any property or asset of the Co-Investor is bound; or (c) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, any material agreement, contract, or instrument to which the Co-Investor is a party or by which the Co-Investor is bound, except in the case of clauses (b) and (c) for conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by the Co-Investor of its obligations under this Agreement.

Section 5.4 — Sufficiency of Funds

The Co-Investor has, and at the Closing will have, immediately available cash funds sufficient to satisfy the Co-Invest Commitment of One Hundred Million Dollars ($100,000,000) in full and to satisfy all of its other obligations under this Agreement. The Co-Investor's obligations under this Agreement, including the obligation to fund the Co-Invest Commitment, are not in any way contingent upon the Co-Investor's ability to obtain financing from any third party or any other source. The Co-Investor has not entered into any agreement, arrangement, or understanding that would impair, limit, or restrict its ability to fund the Co-Invest Commitment at the Closing.

Section 5.5 — Investment Intent; Accredited Investor

The Co-Investor is acquiring the Co-Invest Equity Securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Co-Investor does not presently have any agreement, plan, or understanding, directly or indirectly, with any Person to distribute or effect any distribution of the Co-Invest Equity Securities. The Co-Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 5.6 — Investment Experience and Sophistication

The Co-Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Co-Invest Equity Securities and of making an informed investment decision with respect thereto. The Co-Investor has been afforded the opportunity to ask questions of, and receive answers from, the Sponsor and Apex Holdings concerning the terms and conditions of this Agreement and the Acquisition and to obtain any additional information necessary to verify the accuracy of any information provided. The Co-Investor is able to bear the economic risk of its investment in the Co-Invest Equity Securities for an indefinite period of time, including the risk of a total loss of its investment.

Section 5.7 — Restricted Securities

The Co-Investor acknowledges and agrees that the Co-Invest Equity Securities have not been, and will not be at the time of issuance, registered under the Securities Act or under any state securities laws and will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. The Co-Investor further acknowledges that the Co-Invest Equity Securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act, applicable state securities laws, and the transfer restrictions set forth in the Stockholders Agreement, the organizational documents of Apex Holdings, and any legends placed on the certificates (or book-entry notations) evidencing the Co-Invest Equity Securities.

Section 5.8 — No Brokers

No broker, finder, financial advisor, or investment banker is entitled to any brokerage, finder's, financial advisory, or other fee or commission in connection with the Co-Investor's investment contemplated by this Agreement that would be payable by the Sponsor, Apex Holdings, or any of their respective Affiliates. The Co-Investor shall indemnify and hold harmless the Sponsor, Apex Holdings, and their respective Affiliates from and against any claim for any such fee or commission by any Person claiming to have been engaged by or on behalf of the Co-Investor.

Section 5.9 — Regulatory Matters

The Co-Investor is not a foreign government, a foreign government-controlled entity, or a Person that would trigger additional regulatory review or filing obligations beyond those already contemplated in connection with the Acquisition (including HSR Act filings, CFIUS review, Swiss FINMA/SECO clearance, Bundeskartellamt clearance, and EU FSR review). The Co-Investor is not subject to any sanctions, export controls, or other restrictions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of Commerce's Bureau of Industry and Security ("BIS"), or any equivalent foreign authority that would prohibit or restrict the transactions contemplated by this Agreement. To the extent the Co-Investor's participation in the Acquisition requires any separate regulatory filing or approval, the Co-Investor shall promptly notify the Sponsor thereof and shall cooperate with the Sponsor and Apex Holdings in making all necessary filings and obtaining all required approvals.

Section 5.10 — No Disqualification Events

Neither the Co-Investor nor any of its directors, executive officers, general partners, managing members, or other Persons listed in Rule 506(d)(1) of Regulation D promulgated under the Securities Act has been the subject of any "bad actor" disqualification event described in Rule 506(d)(1)(i)–(viii) of Regulation D. The Co-Investor has exercised reasonable care to determine whether any such disqualification event exists and is not aware of any facts or circumstances that would give rise to such a disqualification event.

ARTICLE VI — COVENANTS

Section 6.1 — Cooperation

The Co-Investor shall use its commercially reasonable efforts to cooperate with the Sponsor and Apex Holdings in connection with the Acquisition, including by: (a) providing such information and documentation regarding the Co-Investor and its beneficial owners as may be reasonably requested by the Sponsor, Apex Holdings, their counsel, or any Governmental Authority in connection with any regulatory filing or review process; (b) responding promptly to inquiries from Governmental Authorities related to the Acquisition or the Co-Investor's participation therein; and (c) taking such other actions as may be reasonably requested by the Sponsor to facilitate the consummation of the Acquisition. Without limiting the foregoing, the Co-Investor acknowledges that the following regulatory filings have been or will be made in connection with the Acquisition: (i) HSR Act notification (Transaction No. HSR-20250328-4192); (ii) CFIUS joint voluntary notice (Tracking No. CFIUS-2025-0087); (iii) Swiss Competition Authority filing (File No. 32-0973); (iv) Bundeskartellamt filing (File No. B6-34/25); and (v) EU Foreign Subsidies Regulation notification (Case No. FSR.M.2025-0412). The Co-Investor shall provide all information reasonably requested in connection with such filings and shall make its representatives available for meetings or interviews with any such Governmental Authority to the extent reasonably requested.

Section 6.2 — Access to Information

Subject to applicable confidentiality restrictions (including the confidentiality provisions of the Merger Agreement and any confidentiality agreement between the Sponsor and the Company), the Sponsor shall provide the Co-Investor with reasonable access to information regarding the Target and the Acquisition as the Co-Investor may reasonably request in connection with its evaluation and monitoring of its investment. Such information may include, without limitation, periodic financial and operating reports, management presentations, and updates on regulatory matters. The Co-Investor acknowledges that it has been provided with certain information regarding the Target, including the following key financial and operational metrics: (i) fiscal year 2024 total revenue of approximately $487,000,000 (consisting of approximately $441,000,000 in annual recurring revenue and approximately $46,000,000 in professional services revenue); (ii) fiscal year 2024 adjusted EBITDA of approximately $121,800,000 (representing an adjusted EBITDA margin of approximately 25.0%); (iii) approximately 4,200 global employees across multiple jurisdictions; and (iv) revenue mix by geography of approximately 35% from the DACH region (Germany, Austria, and Switzerland), 40% from North America, 15% from the United Kingdom and Nordics, and 10% from Asia-Pacific. The Co-Investor acknowledges that such information has been provided to it in confidence and subject to the confidentiality obligations set forth in Article VIII.

Section 6.3 — Notice of Material Events

The Sponsor shall promptly (and in any event within three (3) Business Days of the Sponsor becoming aware thereof) notify the Co-Investor in writing of the occurrence of any of the following events:

(a) any amendment, modification, supplement, or waiver of the Merger Agreement;

(b) any termination or proposed termination of the Merger Agreement by any party thereto;

(c) the receipt or issuance of any request for additional information or documentary material (a "Second Request") under the HSR Act, which is currently anticipated to be received on or about April 25, 2025;

(d) any determination, action letter, or mitigation request by CFIUS, or the commencement of an investigation by CFIUS;

(e) any material breach or threatened material breach of the Merger Agreement by any party thereto, or any event, condition, or circumstance that would reasonably be expected to give rise to a material breach of the Merger Agreement;

(f) the receipt by the Company's board of directors of any Superior Proposal (as defined in the Merger Agreement), or any determination by the Company's board of directors to change its recommendation in connection therewith; and

(g) any extension of the Outside Date pursuant to the terms of the Merger Agreement or this Agreement.

Each notice delivered pursuant to this Section 6.3 shall describe in reasonable detail the event giving rise to such notice and shall include copies of any relevant documentation to the extent not otherwise restricted by confidentiality or privilege.

Section 6.4 — Merger Agreement Amendments

The Sponsor shall not, and shall cause Apex Holdings and Merger Sub not to, without the prior written consent of the Co-Investor (which consent shall not be unreasonably withheld, conditioned, or delayed), amend, modify, supplement, or waive any provision of the Merger Agreement that would:

(a) increase the aggregate merger consideration above Two Billion Eight Hundred Million Dollars ($2,800,000,000) or increase the per-share merger consideration above Twenty Dollars ($20.00) per share;

(b) change the form of merger consideration from all-cash consideration, other than the management rollover equity arrangements already contemplated by the Merger Agreement and the applicable rollover agreements;

(c) increase the Co-Investor's Co-Invest Commitment above One Hundred Million Dollars ($100,000,000) (or, if adjusted pursuant to Sections 2.4 or 2.5, above the then-applicable Co-Invest Commitment);

(d) extend the Outside Date beyond December 10, 2025; or

(e) otherwise materially and adversely affect the rights, obligations, or economic interests of the Co-Investor under this Agreement or any other Transaction Document.

For the avoidance of doubt, the Sponsor shall not be required to obtain the consent of the Co-Investor for amendments, modifications, or waivers of the Merger Agreement that do not have any of the effects described in clauses (a) through (e) above.

Section 6.5 — No Transfer of Commitment

The Co-Investor shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, or otherwise dispose of, or delegate, its Co-Invest Commitment or any of its rights, interests, or obligations under this Agreement to any Person without the prior written consent of the Sponsor, which consent may be withheld in the Sponsor's sole and absolute discretion; provided, however, that the Co-Investor may, without the consent of the Sponsor, assign its Co-Invest Commitment and its rights and obligations under this Agreement to an Affiliate of the Co-Investor, so long as: (i) the Co-Investor provides at least five (5) Business Days' prior written notice to the Sponsor of any such assignment; (ii) the assignee Affiliate delivers to the Sponsor a written assumption agreement, in form and substance reasonably satisfactory to the Sponsor, pursuant to which such Affiliate assumes all of the Co-Investor's obligations under this Agreement; and (iii) the Co-Investor remains primarily liable for all obligations under this Agreement, including the obligation to fund the Co-Invest Commitment, notwithstanding any such assignment. Any purported transfer, assignment, or delegation in violation of this Section 6.5 shall be null and void and of no force or effect.

Section 6.6 — Exclusivity of Co-Investment Rights

The Co-Investor acknowledges and agrees that the co-investment opportunity described herein is being offered to the Co-Investor and the Other Co-Investor (Northvale Sovereign Holdings Ltd.) on the terms and subject to the conditions set forth in this Agreement and the separate co-investment agreement between the Sponsor and the Other Co-Investor, respectively. The Sponsor has no obligation to offer any additional co-investment rights to the Co-Investor or to any other Person in connection with the Acquisition. In the event that the aggregate equity required to consummate the Acquisition is reduced, the Sponsor may allocate any such reduction among the co-investors (including the Co-Investor and the Other Co-Investor) on a pro rata basis or in such other manner as the Sponsor may determine in its reasonable discretion, subject to the terms of Section 2.4. The Co-Investor shall have no right to participate in any other investment by the Sponsor or any of its Affiliates, whether or not related to the Target or the Acquisition, except as may be separately agreed in writing.

Section 6.7 — Expense Allocation

Each party shall bear its own costs and expenses incurred in connection with this Agreement, the Acquisition, and the transactions contemplated hereby, including fees and disbursements of legal counsel, accountants, financial advisors, and other consultants. For the avoidance of doubt, the Sponsor shall be responsible for all buyer transaction expenses incurred in connection with the Acquisition, which are currently estimated at approximately Sixty-Two Million Dollars ($62,000,000), consisting of:

(a) legal fees and expenses of Calderwood & Harkness LLP (U.S. counsel), Breitfeld Hess & Partner AG (Swiss counsel), Wendt Schäfer Rechtsanwälte PartG mbB (German counsel), and Tan Liang & Associates LLP (Singapore counsel);

(b) financial advisory fees payable to Whitfield Partners LLC;

(c) the premium for the representations and warranties insurance policy, estimated at approximately Eight Million Four Hundred Thousand Dollars ($8,400,000);

(d) the HSR Act filing fee of Two Million Three Hundred Ninety Thousand Dollars ($2,390,000);

(e) debt financing fees, including original issue discount and arrangement fees, estimated at approximately Twenty-Four Million Dollars ($24,000,000); and

(f) escrow agent, transfer agent, and other closing-related fees and expenses.

The Co-Investor shall not bear a proportionate share of such buyer transaction expenses, except as may be otherwise agreed in the Stockholders Agreement with respect to the allocation of post-closing expenses of Apex Holdings or the Company.

Section 6.8 — Regulatory Filings

To the extent the Co-Investor's participation in the Acquisition requires any separate regulatory filing or approval (beyond those filings already being made by the Sponsor or Apex Holdings in connection with the Acquisition), the Co-Investor shall use its commercially reasonable efforts to make such filings promptly and to cooperate with the Sponsor, Apex Holdings, and their counsel to obtain such approvals as expeditiously as practicable. The Co-Investor shall bear its own costs and expenses in connection with any such separate filing. The parties acknowledge that the Outside Date for the Acquisition is September 10, 2025, which may be extended to December 10, 2025 if the sole condition to the Closing that has not been satisfied or waived as of the initial Outside Date is the receipt of one or more required regulatory approvals. The Co-Investor shall not take any action, or fail to take any action, that would reasonably be expected to delay, impair, or prevent the receipt of any regulatory approval required in connection with the Acquisition.

Section 6.9 — Stockholders Agreement and Registration Rights Agreement

At or prior to the Closing, the Co-Investor shall execute and deliver each of the following agreements, in each case in the form attached hereto as the applicable Exhibit or in such other form as may be mutually agreed by the parties:

(a) the Stockholders Agreement of Apex Holdings, in substantially the form attached hereto as Exhibit A, to be entered into among the Sponsor, the Co-Investor, the Other Co-Investor, and the Rollover Participants, governing, among other things: (i) restrictions on the transfer of equity interests of Apex Holdings; (ii) tag-along rights and drag-along rights in connection with any sale, transfer, or change of control transaction; (iii) the composition of the board of directors of Apex Holdings and any committee thereof; (iv) protective provisions requiring the approval of specified equity holders for certain significant corporate actions; and (v) information rights, including the right to receive annual and quarterly financial statements, annual budgets, and other operating and financial information regarding Apex Holdings and the Company; and

(b) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit B, to be entered into among Apex Holdings, the Sponsor, the Co-Investor, the Other Co-Investor, and the Rollover Participants, providing for demand registration rights and piggyback registration rights in connection with any future initial public offering or other registered public offering of equity securities of Apex Holdings or any successor entity.

The Co-Investor acknowledges that, following the Closing, its rights with respect to the Co-Invest Equity Securities and its relationship with the Sponsor, Apex Holdings, and the other equity holders will be governed primarily by the Stockholders Agreement and the Registration Rights Agreeme

CO-INVESTMENT AGREEMENT
Dated as of March 24, 2025
Among
ARDENT CAPITAL PARTNERS III LP
a Delaware limited partnership
(the "Sponsor")
ARDENT APEX HOLDINGS INC.
a Delaware corporation
("Parent" or "Apex Holdings")
and
SUMMIT RIDGE CAPITAL PARTNERS LP
a Delaware limited partnership
(the "Co-Investor")
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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"), Ardent Apex Holdings Inc., a Delaware corporation ("Parent" or "Apex Holdings"), and Summit Ridge Capital Partners LP, a Delaware limited partnership (the "Co-Investor").
RECITALS
WHEREAS, Ardent Capital Partners III LP is a Delaware limited partnership with its principal office at 399 Park Avenue, 42nd Floor, New York, NY 10022, managed by its general partner, Ardent Capital GP III LLC, a Delaware limited liability company. Ardent Capital Partners III LP is a private equity fund (Fund III, vintage 2023, with aggregate capital commitments of approximately $12.5 billion) focused on growth equity and leveraged buyout investments in enterprise technology, financial infrastructure, and healthcare information technology (Recital A);
WHEREAS, Ardent Apex Holdings Inc. is a Delaware corporation incorporated on March 5, 2025 (EIN: 93-2178435), with its registered agent at National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904. Apex Holdings is a wholly owned subsidiary of the Sponsor formed for the sole purpose of serving as the direct parent of Ardent Apex Merger Sub Inc. and, following the consummation of the transactions contemplated hereby, as the post-closing parent of the surviving corporation (Recital B);
WHEREAS, Ardent Apex Merger Sub Inc. is a Delaware corporation incorporated on March 7, 2025 (EIN: 93-2178502), and is a wholly owned subsidiary of Apex Holdings formed exclusively to effect the reverse triangular merger with Luminex Systems Holdings Inc. contemplated by the Merger Agreement (as defined below) (Recital C);
WHEREAS, Apex Holdings, Ardent Apex Merger Sub Inc. (the "Merger Sub"), and Luminex Systems Holdings Inc. (the "Company" or the "Target"), a Delaware corporation (EIN: 86-2547193) with its principal office at 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191, have entered into that certain Agreement and Plan of Merger dated as of March 24, 2025 (as the same may be amended, supplemented, or modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company in a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), with the Company surviving such merger as a wholly owned subsidiary of Apex Holdings (the "Acquisition") (Recital D);
WHEREAS, the aggregate merger consideration payable in connection with the Acquisition is Two Billion Eight Hundred Million Dollars ($2,800,000,000), representing Twenty Dollars ($20.00) per share for approximately one hundred forty million (140,000,000) fully diluted shares of common stock of the Company. The Company is the U.S. intermediate holding company for Luminex Systems AG, a Swiss corporation organized as an Aktiengesellschaft (CHE-284.391.057) headquartered at Bahnhofstrasse 71, 8001 Zürich, Switzerland, an enterprise software-as-a-service company that develops and operates the "Luminex One" cloud-based enterprise resource planning, procurement automation, and supply-chain analytics platform (Recital E);
WHEREAS, Summit Ridge Capital Partners LP is a Delaware limited partnership with its principal office at 161 North Clark Street, Suite 4700, Chicago, IL 60601, managed by its general partner. The primary contact person for the Co-Investor in connection with the transactions contemplated by this Agreement is Karen Lindstrom, Partner (Recital F);
WHEREAS, the Sponsor desires to provide the Co-Investor with the opportunity to co-invest alongside the Sponsor in connection with the Acquisition, and the Co-Investor desires to participate in such co-investment, in each case on the terms and subject to the conditions set forth herein (Recital G);
WHEREAS, the parties acknowledge that the overall sources and uses in connection with the Acquisition are as follows: (i) equity contribution by the Sponsor (Ardent Capital Partners III LP) of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000); (ii) management rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000); (iii) aggregate co-investment equity of Three Hundred Million Dollars ($300,000,000), consisting of Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd. and One Hundred Million Dollars ($100,000,000) from the Co-Investor; (iv) Three Hundred Million Dollars ($300,000,000) in subordinated mezzanine notes from Crestline Mezzanine Partners II LP; and (v) One Billion Two Hundred Million Dollars ($1,200,000,000) in Term Loan B financing from Stonebridge Credit Partners LLC (together with a Two Hundred Million Dollar ($200,000,000) revolving credit facility, undrawn at closing), collectively providing aggregate sources sufficient to fund the Acquisition and all related fees and expenses (Recital H); and
WHEREAS, concurrently with the execution and delivery of this Agreement, the Sponsor is entering into a separate co-investment agreement with Northvale Sovereign Holdings Ltd., a Cayman Islands exempted limited company, for a co-investment commitment of Two Hundred Million Dollars ($200,000,000), on terms substantially similar to those set forth herein (Recital I).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby 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:
"Acquisition" means the reverse triangular merger of Merger Sub with and into the Company pursuant to the Merger Agreement, whereby Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Apex Holdings.
"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 terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, (a) the Company shall not be deemed an Affiliate of the Sponsor or Apex Holdings prior to the Closing, and (b) no portfolio company of any fund managed or advised by the Sponsor or any Affiliate of the Sponsor shall be deemed an Affiliate of the Sponsor, Apex Holdings, or the Company solely by reason of such management or advisory relationship.
"Apex Holdings" or "Parent" means Ardent Apex Holdings Inc., a Delaware corporation.
"Business Day" means any day other than a Saturday, Sunday, or any day on which commercial banks in New York, New York or Chicago, Illinois are authorized or required by applicable Law to be closed.
"Closing" means the closing of the Acquisition as defined in the Merger Agreement.
"Closing Date" means the date on which the Closing occurs, which is currently estimated to occur in July or August 2025, subject to the satisfaction or waiver of the conditions precedent set forth in the Merger Agreement.
"Co-Invest Commitment" means the cash commitment of the Co-Investor in the amount of One Hundred Million Dollars ($100,000,000), subject to adjustment in accordance with Sections 2.4 and 2.5.
"Co-Invest Equity Securities" means the shares of common stock (or such other class or series of equity interests as may be determined by the Sponsor consistent with the Stockholders Agreement) of Apex Holdings to be issued to the Co-Investor at the Closing in exchange for the Co-Invest Commitment.
"Company" or "Target" means Luminex Systems Holdings Inc., a Delaware corporation (EIN: 86-2547193), with its principal office at 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191.
"Confidential Information" has the meaning set forth in Section 8.1.
"Credit Facility" means the One Billion Four Hundred Million Dollar ($1,400,000,000) Senior Secured Credit Facility to be provided by Stonebridge Credit Partners LLC, as administrative agent and collateral agent, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, as lenders, comprising (a) the One Billion Two Hundred Million Dollar ($1,200,000,000) Term Loan B and (b) the Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility, in each case as contemplated by the commitment letter dated March 8, 2025 (Ref. SC-2025-0312-AC).
"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) in cash equity to Apex Holdings at or prior to the Closing.
"Escrow Agent" means Continental Fiduciary Trust Company.
"Escrow Amount" means One Hundred Forty Million Dollars ($140,000,000), representing five percent (5%) of the aggregate merger consideration, to be deposited with the Escrow Agent at the Closing in accordance with the terms of the escrow agreement contemplated by the Merger Agreement.
"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other governmental or quasi-governmental authority, department, commission, board, bureau, agency, or instrumentality, or any court, tribunal, or arbitrator, including the United States Federal Trade Commission ("FTC"), the United States Department of Justice ("DOJ"), the Committee on Foreign Investment in the United States ("CFIUS"), the Swiss Financial Market Supervisory Authority ("FINMA"), the Swiss State Secretariat for Economic Affairs ("SECO"), the German Federal Cartel Office (Bundeskartellamt), and the European Commission.
"Law" means any federal, state, local, municipal, foreign, supranational, or other law, statute, ordinance, rule, regulation, order, judgment, injunction, decree, or governmental requirement enacted, promulgated, entered into, agreed to, or imposed by any Governmental Authority.
"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 modified from time to time in accordance with its terms and subject to Section 6.4 of this Agreement.
"Merger Sub" means Ardent Apex Merger Sub Inc., a Delaware corporation (EIN: 93-2178502) and a wholly owned subsidiary of Apex Holdings.
"Mezzanine Notes" means the Three Hundred Million Dollar ($300,000,000) aggregate principal amount of subordinated notes to be issued by Apex Holdings to Crestline Mezzanine Partners II LP at or prior to the Closing, bearing interest at a rate of 11.5% per annum (PIK toggle), with a maturity of eight (8) years from the Closing Date, pursuant to the note purchase agreement dated as of March 24, 2025.
"Other Co-Investor" means Northvale Sovereign Holdings Ltd., a Cayman Islands exempted limited company, which is concurrently entering into a separate co-investment agreement with the Sponsor for a co-investment commitment of Two Hundred Million Dollars ($200,000,000).
"Outside Date" means September 10, 2025, as such date may be extended to December 10, 2025 if, as of the initial Outside Date, the sole condition to the Closing that has not been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing) is the receipt of one or more required regulatory approvals.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority, or any other entity.
"Pro Rata Share" means, with respect to the Co-Investor, the Co-Investor's proportionate share of the total post-closing equity capitalization of Apex Holdings, calculated by dividing the Co-Invest Commitment by the sum of all equity contributions to Apex Holdings at the Closing (including the Sponsor's equity contribution, the Co-Invest Commitment, the Other Co-Investor's equity contribution, and the aggregate management rollover equity, but excluding equity interests underlying any warrants issued in connection with the Mezzanine Notes).
"Rollover Participants" means Dr. Stefan Kessler, Annelise Gruber, Dr. Markus Vogt, and other management and employee equity holders of the Company who are contributing aggregate rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000) in connection with the Acquisition, as more particularly described in the rollover agreements entered into by each such person with Apex Holdings.
"Sponsor" means Ardent Capital Partners III LP, a Delaware limited partnership.
"Stockholders Agreement" means the Stockholders Agreement of Apex Holdings to be entered into at or prior to the Closing among the Sponsor, the Co-Investor, the Other Co-Investor, and the Rollover Participants, in substantially the form attached hereto as Exhibit A, governing, among other things, transfer restrictions, tag-along rights, drag-along rights, board composition, protective provisions, information rights, and other matters relating to the governance of Apex Holdings following the Closing.
"Transaction Documents" means, collectively, this Agreement, the Merger Agreement, the Equity Commitment Letter, the Stockholders Agreement, the Registration Rights Agreement, and each other agreement, certificate, instrument, or document entered into or delivered in connection with the Acquisition or the transactions contemplated hereby.
Section 1.2 — Rules of Construction
Unless the context otherwise requires: (a) words in the singular shall include the plural, and vice versa; (b) words importing any gender shall include all other genders; (c) references to "include," "includes," or "including" shall be deemed to be followed by the phrase "without limitation"; (d) the headings and captions in this Agreement are for convenience of reference only and shall not be used in interpreting or construing this Agreement; (e) references to "Articles," "Sections," "Exhibits," and "Schedules" are to the Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise specified; (f) references to "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision; (g) references to any statute or regulation shall be deemed to include all amendments thereto and any successor statute or regulation; (h) references to "dollars" or "$" shall mean United States dollars; (i) references to any agreement or document shall mean such agreement or document as amended, supplemented, or modified from time to time in accordance with its terms; and (j) the words "shall" and "will" have equal force and effect.
ARTICLE II — CO-INVESTMENT COMMITMENT
Section 2.1 — Commitment Amount
Subject to the terms and conditions of this Agreement, the Co-Investor hereby irrevocably commits to contribute One Hundred Million Dollars ($100,000,000) in cash (the "Co-Invest Commitment") to Apex Holdings at or immediately prior to the Closing in exchange for Co-Invest Equity Securities. The Co-Invest Commitment represents approximately 3.57% of the total equity value of the Acquisition, calculated by dividing the Co-Invest Commitment of $100,000,000 by the aggregate merger consideration of $2,800,000,000.
The Co-Invest Commitment constitutes a portion of the aggregate co-investment capital of Three Hundred Million Dollars ($300,000,000) being committed by co-investors in connection with the Acquisition. The remaining Two Hundred Million Dollars ($200,000,000) of such aggregate co-investment capital has been committed by Northvale Sovereign Holdings Ltd. pursuant to a separate co-investment agreement being executed concurrently herewith. The Co-Investor acknowledges that the Sponsor's willingness to enter into this Agreement is based, in part, on the Co-Investor's commitment to fund the Co-Invest Commitment at the Closing, and the Sponsor is relying on such commitment in structuring the financing for the Acquisition.
Section 2.2 — Form of Contribution
The Co-Invest Commitment shall be funded by wire transfer of immediately available funds in United States dollars to the account designated by Apex Holdings in the wire transfer instructions to be delivered pursuant to this Section 2.2 and Schedule 1 hereto. Such wire transfer shall be initiated by the Co-Investor no later than one (1) Business Day prior to the anticipated Closing Date, or at such other time as may be mutually agreed in writing by the Sponsor and the Co-Investor. To the extent the Closing does not occur on the anticipated Closing Date, such funds shall be returned to the Co-Investor promptly (and in any event within two (2) Business Days) following notification that the Closing will not occur on such date, without deduction or set-off.
Apex Holdings shall deliver written wire transfer instructions to the Co-Investor at least three (3) Business Days prior to the anticipated Closing Date. Such wire transfer instructions shall include the name of the receiving bank, the ABA routing number or SWIFT code (as applicable), the account name, the account number, and any reference or identification information to be included in the wire transfer. The Co-Investor shall promptly confirm receipt of such wire transfer instructions and shall notify Apex Holdings upon initiation of the wire transfer.
The parties acknowledge that, prior to the Closing, a Funds Flow Memorandum will be prepared by counsel to the Sponsor and circulated to all parties and their respective counsel, setting forth in detail the anticipated flow of all funds in connection with the Closing, including the equity contributions, debt financing proceeds, payment of merger consideration, payment of transaction expenses, and deposit of the Escrow Amount with the Escrow Agent.
Section 2.3 — Issuance of Co-Invest Equity Securities
At the Closing, and subject to the satisfaction or waiver of the conditions set forth in Article III, Apex Holdings shall issue to the Co-Investor the Co-Invest Equity Securities, which shall consist of shares of common stock of Apex Holdings (or such other class or series of equity interests of Apex Holdings as may be determined by the Sponsor in its reasonable discretion, consistent with the terms of the Stockholders Agreement), in an amount reflecting the Co-Investor's Pro Rata Share of the total post-closing equity capitalization of Apex Holdings. The number of Co-Invest Equity Securities to be issued to the Co-Investor shall be determined by dividing the Co-Invest Commitment by the per-share price at which equity interests of Apex Holdings are issued to all equity holders at the Closing, which per-share price shall be uniform for all equity holders (other than with respect to any equity interests underlying warrants issued in connection with the Mezzanine Notes).
The Co-Invest Equity Securities shall be fully paid, nonassessable, and free and clear of all liens, encumbrances, charges, pledges, security interests, claims, and restrictions of any kind, other than (a) restrictions on transfer imposed by the Stockholders Agreement, (b) restrictions on transfer imposed by applicable federal and state securities laws, and (c) such other restrictions as may be set forth in the organizational documents of Apex Holdings as in effect at the Closing.
The parties acknowledge that the total post-closing equity capitalization of Apex Holdings (prior to giving effect to any dilution from the Crestline mezzanine warrants) will comprise the following equity contributions:
In addition to the foregoing, Crestline Mezzanine Partners II LP will receive warrants representing 2.0% of the fully diluted equity of Apex Holdings in connection with the issuance of the Mezzanine Notes. The issuance of such warrants will result in proportionate dilution to all equity holders of Apex Holdings, including the Co-Investor.
Section 2.4 — No Adjustment to Commitment
The Co-Invest Commitment of One Hundred Million Dollars ($100,000,000) is fixed and shall not be increased or decreased except in the following circumstances:
(a) with the prior written consent of both the Sponsor and the Co-Investor;
(b) a proportionate reduction in the Co-Invest Commitment if the aggregate equity required to consummate the Acquisition is reduced due to adjustments in the total merger consideration payable under the Merger Agreement, including any purchase price adjustments resulting from working capital adjustments (the target net working capital under the Merger Agreement being Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000), with a collar of plus or minus Two Million Five Hundred Thousand Dollars ($2,500,000)), provided that any such reduction shall be applied to all equity contributors (including the Sponsor, the Other Co-Investor, and the Co-Investor) on a proportionate basis; or
(c) as otherwise expressly contemplated in Section 2.5 of this Agreement.
For the avoidance of doubt, in the event of a proportionate reduction pursuant to clause (b) above, the amount of such reduction shall be calculated by multiplying the total reduction in aggregate equity required by the Co-Investor's Pro Rata Share. The Sponsor shall provide the Co-Investor with prompt written notice of any such adjustment, together with reasonable supporting documentation.
Section 2.5 — Increase or Decrease Option
The Sponsor may, in its sole and absolute discretion, offer the Co-Investor the opportunity to increase or decrease the Co-Invest Commitment by up to ten percent (10%) of the original Co-Invest Commitment (i.e., by up to Ten Million Dollars ($10,000,000)), provided that any such adjustment is offered on a proportionate basis to each co-investor participating in the Acquisition (including the Other Co-Investor). The Sponsor may exercise this option by delivering written notice to the Co-Investor, which notice shall specify the proposed adjustment amount and the basis therefor.
Upon receipt of such notice, the Co-Investor shall have five (5) Business Days to deliver written notice to the Sponsor accepting or rejecting such offer. If the Co-Investor fails to respond within such five (5) Business Day period, the Co-Investor shall be deemed to have rejected the offer, and the Co-Invest Commitment shall remain unchanged. Acceptance of an increase shall constitute an amendment to the Co-Invest Commitment for all purposes of this Agreement. The Sponsor shall not be obligated to offer any increase or decrease and may withdraw any such offer at any time prior to the Co-Investor's acceptance.
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-Invest Commitment at the Closing is subject to the satisfaction (or waiver by the Co-Investor) of each of the following conditions:
(a) Simultaneous Closing. The Closing shall be occurring simultaneously with, or immediately after, the Co-Investor's funding of the Co-Invest Commitment. For the avoidance of doubt, the Co-Investor shall have no obligation to fund the Co-Invest Commitment if the Closing does not occur.
(b) Merger Agreement Conditions Satisfied. All conditions precedent to the Closing set forth in the Merger Agreement shall have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), including the receipt of all required regulatory approvals, which include: (i) expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or receipt of clearance from the FTC and/or DOJ; (ii) written approval or clearance from CFIUS, or passage of the applicable review period without action; (iii) clearance from the Swiss Financial Market Supervisory Authority (FINMA) and the Swiss State Secretariat for Economic Affairs (SECO), to the extent required; (iv) clearance from the German Federal Cartel Office (Bundeskartellamt); and (v) clearance under the European Union Foreign Subsidies Regulation ("EU FSR"), if applicable.
(c) Sponsor Equity Funded. The Sponsor shall have funded (or shall be simultaneously funding) its equity commitment of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) pursuant to the Equity Commitment Letter.
(d) Credit Facility Funded. The Credit Facility, comprising the One Billion Two Hundred Million Dollar ($1,200,000,000) Term Loan B and the Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility, to be provided by Stonebridge Credit Partners LLC, as administrative agent, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, as lenders, shall have been funded (or shall be simultaneously funded) in accordance with the terms of the commitment letter dated March 8, 2025 (Ref. SC-2025-0312-AC) and the definitive credit agreement to be entered into in connection therewith.
(e) Mezzanine Notes Funded. The Mezzanine Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000) from Crestline Mezzanine Partners II LP shall have been funded (or shall be simultaneously funded) in accordance with the terms of the note purchase agreement.
(f) Stockholders Agreement and Registration Rights Agreement. The Stockholders Agreement and the Registration Rights Agreement shall have been executed and delivered by all parties thereto, in forms reasonably satisfactory to the Co-Investor, and shall be in full force and effect.
(g) Representations and Warranties. The representations and warranties of the Sponsor and Apex Holdings set forth in Article IV of this Agreement shall be true and correct in all material 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 are made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date).
(h) No Injunctions. No temporary restraining order, preliminary or permanent injunction, order, decree, or ruling of any Governmental Authority shall be in effect that prohibits, restrains, or enjoins the consummation of the Acquisition or the Co-Investor's investment contemplated by this Agreement.
(i) Receipt of Merger Agreement. The Co-Investor shall have received a true and complete copy of the fully executed Merger Agreement (including all schedules, exhibits, and disclosure schedules thereto) and copies of all material amendments, modifications, supplements, and waivers thereto.
Section 3.2 — Conditions to Sponsor's and Apex Holdings' Obligation
The obligations of the Sponsor and Apex Holdings to accept the Co-Invest Commitment and issue the Co-Invest Equity Securities at the Closing are subject to the satisfaction (or waiver by the Sponsor and Apex Holdings) of each of the following conditions:
(a) Co-Investor Representations and Warranties. The representations and warranties of the Co-Investor set forth in Article V of this Agreement shall be true and correct in all material 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 are made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date).
(b) Compliance with Obligations. The Co-Investor shall have complied in all material respects with all of its obligations and covenants under this Agreement required to be performed or complied with on or prior to the Closing Date, including timely delivery of the Co-Invest Commitment in accordance with Section 2.2.
(c) No Injunctions. No temporary restraining order, preliminary or permanent injunction, order, decree, or ruling of any Governmental Authority shall be in effect that prohibits, restrains, or enjoins the Co-Investor's investment contemplated by this Agreement.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR AND APEX HOLDINGS
Each of the Sponsor and Apex Holdings, jointly and severally, hereby represents and warrants to the Co-Investor as of the date hereof and as of the Closing Date as follows:
Section 4.1 — Organization and Good Standing
The Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ardent Capital GP III LLC, a Delaware limited liability company, is the sole general partner of the Sponsor and has full authority to act on behalf of the Sponsor. Apex Holdings is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 5, 2025. Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 7, 2025. Each of the Sponsor, Apex Holdings, and Merger Sub has all requisite organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.
Section 4.2 — Authorization; Enforceability
Each of the Sponsor and Apex Holdings has all requisite limited partnership power and authority (in the case of the Sponsor) and corporate power and authority (in the case of Apex Holdings) to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by each of the Sponsor and Apex Holdings has been duly and validly authorized by all necessary limited partnership or corporate action, as applicable, on the part of the Sponsor and Apex Holdings, and no additional authorization or consent is required. 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 at law or in equity).
Section 4.3 — No Conflicts
The execution, delivery, and performance of this Agreement by each of the Sponsor and Apex Holdings, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or violate any provision of the organizational documents of the Sponsor, Apex Holdings, or Merger Sub; (b) conflict with or violate any Law applicable to the Sponsor, Apex Holdings, or Merger Sub or by which any property or asset of the Sponsor, Apex Holdings, or Merger Sub is bound; or (c) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of a lien or encumbrance on any property or asset of the Sponsor, Apex Holdings, or Merger Sub pursuant to, any material agreement, contract, or instrument to which the Sponsor, Apex Holdings, or Merger Sub is a party or by which the Sponsor, Apex Holdings, or Merger Sub is bound, except in the case of clauses (b) and (c) for conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by the Sponsor or Apex Holdings of their obligations under this Agreement.
Section 4.4 — Capitalization of Apex Holdings
The authorized capital stock of Apex Holdings consists of such number of shares of common stock and preferred stock as set forth in the certificate of incorporation of Apex Holdings. As of the date hereof, all issued and outstanding shares of capital stock of Apex Holdings are held by the Sponsor, and no shares of preferred stock are issued and outstanding. There are no outstanding options, warrants, convertible securities, or other rights, agreements, or commitments obligating Apex Holdings to issue any additional shares of its capital stock or other equity interests, other than as contemplated by this Agreement, the co-investment agreement with the Other Co-Investor, the rollover agreements with the Rollover Participants, and the warrant agreement to be entered into with Crestline Mezzanine Partners II LP in connection with the Mezzanine Notes. At the Closing, equity interests of Apex Holdings will be issued to the Co-Investor, the Other Co-Investor, and the Rollover Participants in exchange for their respective contributions and rollover investments, as contemplated by the applicable Transaction Documents.
Section 4.5 — Merger Agreement
The Merger Agreement has been duly executed and delivered by Apex Holdings and Merger Sub and, to the knowledge of the Sponsor, by the Company, and is in full force and effect as of the date hereof. The Sponsor has provided the Co-Investor with a true, correct, and complete copy of the Merger Agreement, including all schedules and exhibits thereto (subject to redaction of information designated as "Confidential — Company Only" in the disclosure schedules, which redacted portions shall be made available to the Co-Investor at its request under the terms of a separate clean team or confidentiality arrangement, if applicable). The Sponsor shall promptly (and in any event within three (3) Business Days) provide the Co-Investor with copies of all amendments, modifications, supplements, and waivers to the Merger Agreement. Neither the Sponsor nor Apex Holdings has received any notice from the Company of any material breach of the Merger Agreement or any intention to terminate the Merger Agreement.
Section 4.6 — Financing
The Sponsor has received or caused to be delivered to Apex Holdings the following:
(a) the commitment letter dated March 8, 2025 from Stonebridge Credit Partners LLC, as administrative agent, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, as lenders (Ref. SC-2025-0312-AC), providing for the One Billion Four Hundred Million Dollar ($1,400,000,000) Senior Secured Credit Facility, comprising the One Billion Two Hundred Million Dollar ($1,200,000,000) Term Loan B and the Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility, which commitment letter is in full force and effect and has not been amended, modified, or terminated;
(b) the Equity Commitment Letter from the Sponsor, committing Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) in cash equity to Apex Holdings at or prior to the Closing, which Equity Commitment Letter is in full force and effect and has not been amended, modified, or terminated; and
(c) the note purchase agreement from Crestline Mezzanine Partners II LP providing for the issuance and purchase of Three Hundred Million Dollars ($300,000,000) in subordinated mezzanine notes, which note purchase agreement is in full force and effect and has not been amended, modified, or terminated.
Together with the Co-Invest Commitment, the Other Co-Investor's commitment of Two Hundred Million Dollars ($200,000,000), the management rollover equity of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000), and the foregoing financing commitments, the aggregate sources are sufficient to consummate the Acquisition, pay the aggregate merger consideration, fund the Escrow Amount, and pay all related fees, costs, and expenses. As of the date hereof, neither the Sponsor nor Apex Holdings is aware of any fact, circumstance, or condition that would reasonably be expected to result in any of the foregoing financing commitments not being funded at the Closing.
Section 4.7 — Brokers and Finders
Whitfield Partners LLC has been retained as financial advisor to the Sponsor in connection with the Acquisition. Christopher Brennan, Managing Director, is the lead advisor. Other than Whitfield Partners LLC, no broker, finder, financial advisor, or investment banker has been engaged by the Sponsor or Apex Holdings in connection with the Acquisition or the transactions contemplated by this Agreement. No fees, commissions, or expenses of Whitfield Partners LLC or any other advisor to the Sponsor or Apex Holdings shall be payable by the Co-Investor (except to the extent the Co-Investor has separately engaged such advisor, which has not occurred as of the date hereof).
Section 4.8 — Litigation
There is no action, suit, proceeding, arbitration, investigation, or inquiry pending or, to the knowledge of the Sponsor or Apex Holdings, threatened against the Sponsor, Apex Holdings, or Merger Sub before any Governmental Authority or arbitral body that would, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of the Sponsor or Apex Holdings to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
Section 4.9 — No Material Adverse Change
Since the date of the Merger Agreement, no event, change, effect, development, state of facts, condition, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a "Material Adverse Effect" as defined in the Merger Agreement. For purposes of the foregoing representation, the definition of "Material Adverse Effect" under the Merger Agreement includes standard carve-outs for (i) changes in general economic or market conditions, (ii) changes affecting the industry in which the Company operates generally, (iii) changes in applicable Law or in GAAP or other applicable accounting standards, (iv) acts of war, terrorism, natural disasters, pandemics, or other force majeure events, and (v) the announcement or pendency of the Acquisition, in each case except to the extent such changes, events, or effects disproportionately affect the Company relative to other companies operating in the same industry.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE CO-INVESTOR
The Co-Investor hereby represents and warrants to each of the Sponsor and Apex Holdings as of the date hereof and as of the Closing Date as follows:
Section 5.1 — Organization and Good Standing
Summit Ridge Capital Partners LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal office at 161 North Clark Street, Suite 4700, Chicago, IL 60601. The Co-Investor has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
Section 5.2 — Authorization; Enforceability
The Co-Investor has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Co-Investor has been duly and validly authorized by all necessary partnership action on the part of the Co-Investor, and no additional authorization, consent, or approval of any partner, advisory committee, or other body is required. 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 at law or in equity).
Section 5.3 — No Conflicts
The execution, delivery, and performance of this Agreement by the Co-Investor, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or violate any provision of the partnership agreement, certificate of limited partnership, or other organizational documents of the Co-Investor; (b) conflict with or violate any Law applicable to the Co-Investor or by which any property or asset of the Co-Investor is bound; or (c) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, any material agreement, contract, or instrument to which the Co-Investor is a party or by which the Co-Investor is bound, except in the case of clauses (b) and (c) for conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by the Co-Investor of its obligations under this Agreement.
Section 5.4 — Sufficiency of Funds
The Co-Investor has, and at the Closing will have, immediately available cash funds sufficient to satisfy the Co-Invest Commitment of One Hundred Million Dollars ($100,000,000) in full and to satisfy all of its other obligations under this Agreement. The Co-Investor's obligations under this Agreement, including the obligation to fund the Co-Invest Commitment, are not in any way contingent upon the Co-Investor's ability to obtain financing from any third party or any other source. The Co-Investor has not entered into any agreement, arrangement, or understanding that would impair, limit, or restrict its ability to fund the Co-Invest Commitment at the Closing.
Section 5.5 — Investment Intent; Accredited Investor
The Co-Investor is acquiring the Co-Invest Equity Securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Co-Investor does not presently have any agreement, plan, or understanding, directly or indirectly, with any Person to distribute or effect any distribution of the Co-Invest Equity Securities. The Co-Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Section 5.6 — Investment Experience and Sophistication
The Co-Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Co-Invest Equity Securities and of making an informed investment decision with respect thereto. The Co-Investor has been afforded the opportunity to ask questions of, and receive answers from, the Sponsor and Apex Holdings concerning the terms and conditions of this Agreement and the Acquisition and to obtain any additional information necessary to verify the accuracy of any information provided. The Co-Investor is able to bear the economic risk of its investment in the Co-Invest Equity Securities for an indefinite period of time, including the risk of a total loss of its investment.
Section 5.7 — Restricted Securities
The Co-Investor acknowledges and agrees that the Co-Invest Equity Securities have not been, and will not be at the time of issuance, registered under the Securities Act or under any state securities laws and will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. The Co-Investor further acknowledges that the Co-Invest Equity Securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act, applicable state securities laws, and the transfer restrictions set forth in the Stockholders Agreement, the organizational documents of Apex Holdings, and any legends placed on the certificates (or book-entry notations) evidencing the Co-Invest Equity Securities.
Section 5.8 — No Brokers
No broker, finder, financial advisor, or investment banker is entitled to any brokerage, finder's, financial advisory, or other fee or commission in connection with the Co-Investor's investment contemplated by this Agreement that would be payable by the Sponsor, Apex Holdings, or any of their respective Affiliates. The Co-Investor shall indemnify and hold harmless the Sponsor, Apex Holdings, and their respective Affiliates from and against any claim for any such fee or commission by any Person claiming to have been engaged by or on behalf of the Co-Investor.
Section 5.9 — Regulatory Matters
The Co-Investor is not a foreign government, a foreign government-controlled entity, or a Person that would trigger additional regulatory review or filing obligations beyond those already contemplated in connection with the Acquisition (including HSR Act filings, CFIUS review, Swiss FINMA/SECO clearance, Bundeskartellamt clearance, and EU FSR review). The Co-Investor is not subject to any sanctions, export controls, or other restrictions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of Commerce's Bureau of Industry and Security ("BIS"), or any equivalent foreign authority that would prohibit or restrict the transactions contemplated by this Agreement. To the extent the Co-Investor's participation in the Acquisition requires any separate regulatory filing or approval, the Co-Investor shall promptly notify the Sponsor thereof and shall cooperate with the Sponsor and Apex Holdings in making all necessary filings and obtaining all required approvals.
Section 5.10 — No Disqualification Events
Neither the Co-Investor nor any of its directors, executive officers, general partners, managing members, or other Persons listed in Rule 506(d)(1) of Regulation D promulgated under the Securities Act has been the subject of any "bad actor" disqualification event described in Rule 506(d)(1)(i)–(viii) of Regulation D. The Co-Investor has exercised reasonable care to determine whether any such disqualification event exists and is not aware of any facts or circumstances that would give rise to such a disqualification event.
ARTICLE VI — COVENANTS
Section 6.1 — Cooperation
The Co-Investor shall use its commercially reasonable efforts to cooperate with the Sponsor and Apex Holdings in connection with the Acquisition, including by: (a) providing such information and documentation regarding the Co-Investor and its beneficial owners as may be reasonably requested by the Sponsor, Apex Holdings, their counsel, or any Governmental Authority in connection with any regulatory filing or review process; (b) responding promptly to inquiries from Governmental Authorities related to the Acquisition or the Co-Investor's participation therein; and (c) taking such other actions as may be reasonably requested by the Sponsor to facilitate the consummation of the Acquisition. Without limiting the foregoing, the Co-Investor acknowledges that the following regulatory filings have been or will be made in connection with the Acquisition: (i) HSR Act notification (Transaction No. HSR-20250328-4192); (ii) CFIUS joint voluntary notice (Tracking No. CFIUS-2025-0087); (iii) Swiss Competition Authority filing (File No. 32-0973); (iv) Bundeskartellamt filing (File No. B6-34/25); and (v) EU Foreign Subsidies Regulation notification (Case No. FSR.M.2025-0412). The Co-Investor shall provide all information reasonably requested in connection with such filings and shall make its representatives available for meetings or interviews with any such Governmental Authority to the extent reasonably requested.
Section 6.2 — Access to Information
Subject to applicable confidentiality restrictions (including the confidentiality provisions of the Merger Agreement and any confidentiality agreement between the Sponsor and the Company), the Sponsor shall provide the Co-Investor with reasonable access to information regarding the Target and the Acquisition as the Co-Investor may reasonably request in connection with its evaluation and monitoring of its investment. Such information may include, without limitation, periodic financial and operating reports, management presentations, and updates on regulatory matters. The Co-Investor acknowledges that it has been provided with certain information regarding the Target, including the following key financial and operational metrics: (i) fiscal year 2024 total revenue of approximately $487,000,000 (consisting of approximately $441,000,000 in annual recurring revenue and approximately $46,000,000 in professional services revenue); (ii) fiscal year 2024 adjusted EBITDA of approximately $121,800,000 (representing an adjusted EBITDA margin of approximately 25.0%); (iii) approximately 4,200 global employees across multiple jurisdictions; and (iv) revenue mix by geography of approximately 35% from the DACH region (Germany, Austria, and Switzerland), 40% from North America, 15% from the United Kingdom and Nordics, and 10% from Asia-Pacific. The Co-Investor acknowledges that such information has been provided to it in confidence and subject to the confidentiality obligations set forth in Article VIII.
Section 6.3 — Notice of Material Events
The Sponsor shall promptly (and in any event within three (3) Business Days of the Sponsor becoming aware thereof) notify the Co-Investor in writing of the occurrence of any of the following events:
(a) any amendment, modification, supplement, or waiver of the Merger Agreement;
(b) any termination or proposed termination of the Merger Agreement by any party thereto;
(c) the receipt or issuance of any request for additional information or documentary material (a "Second Request") under the HSR Act, which is currently anticipated to be received on or about April 25, 2025;
(d) any determination, action letter, or mitigation request by CFIUS, or the commencement of an investigation by CFIUS;
(e) any material breach or threatened material breach of the Merger Agreement by any party thereto, or any event, condition, or circumstance that would reasonably be expected to give rise to a material breach of the Merger Agreement;
(f) the receipt by the Company's board of directors of any Superior Proposal (as defined in the Merger Agreement), or any determination by the Company's board of directors to change its recommendation in connection therewith; and
(g) any extension of the Outside Date pursuant to the terms of the Merger Agreement or this Agreement.
Each notice delivered pursuant to this Section 6.3 shall describe in reasonable detail the event giving rise to such notice and shall include copies of any relevant documentation to the extent not otherwise restricted by confidentiality or privilege.
Section 6.4 — Merger Agreement Amendments
The Sponsor shall not, and shall cause Apex Holdings and Merger Sub not to, without the prior written consent of the Co-Investor (which consent shall not be unreasonably withheld, conditioned, or delayed), amend, modify, supplement, or waive any provision of the Merger Agreement that would:
(a) increase the aggregate merger consideration above Two Billion Eight Hundred Million Dollars ($2,800,000,000) or increase the per-share merger consideration above Twenty Dollars ($20.00) per share;
(b) change the form of merger consideration from all-cash consideration, other than the management rollover equity arrangements already contemplated by the Merger Agreement and the applicable rollover agreements;
(c) increase the Co-Investor's Co-Invest Commitment above One Hundred Million Dollars ($100,000,000) (or, if adjusted pursuant to Sections 2.4 or 2.5, above the then-applicable Co-Invest Commitment);
(d) extend the Outside Date beyond December 10, 2025; or
(e) otherwise materially and adversely affect the rights, obligations, or economic interests of the Co-Investor under this Agreement or any other Transaction Document.
For the avoidance of doubt, the Sponsor shall not be required to obtain the consent of the Co-Investor for amendments, modifications, or waivers of the Merger Agreement that do not have any of the effects described in clauses (a) through (e) above.
Section 6.5 — No Transfer of Commitment
The Co-Investor shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, or otherwise dispose of, or delegate, its Co-Invest Commitment or any of its rights, interests, or obligations under this Agreement to any Person without the prior written consent of the Sponsor, which consent may be withheld in the Sponsor's sole and absolute discretion; provided, however, that the Co-Investor may, without the consent of the Sponsor, assign its Co-Invest Commitment and its rights and obligations under this Agreement to an Affiliate of the Co-Investor, so long as: (i) the Co-Investor provides at least five (5) Business Days' prior written notice to the Sponsor of any such assignment; (ii) the assignee Affiliate delivers to the Sponsor a written assumption agreement, in form and substance reasonably satisfactory to the Sponsor, pursuant to which such Affiliate assumes all of the Co-Investor's obligations under this Agreement; and (iii) the Co-Investor remains primarily liable for all obligations under this Agreement, including the obligation to fund the Co-Invest Commitment, notwithstanding any such assignment. Any purported transfer, assignment, or delegation in violation of this Section 6.5 shall be null and void and of no force or effect.
Section 6.6 — Exclusivity of Co-Investment Rights
The Co-Investor acknowledges and agrees that the co-investment opportunity described herein is being offered to the Co-Investor and the Other Co-Investor (Northvale Sovereign Holdings Ltd.) on the terms and subject to the conditions set forth in this Agreement and the separate co-investment agreement between the Sponsor and the Other Co-Investor, respectively. The Sponsor has no obligation to offer any additional co-investment rights to the Co-Investor or to any other Person in connection with the Acquisition. In the event that the aggregate equity required to consummate the Acquisition is reduced, the Sponsor may allocate any such reduction among the co-investors (including the Co-Investor and the Other Co-Investor) on a pro rata basis or in such other manner as the Sponsor may determine in its reasonable discretion, subject to the terms of Section 2.4. The Co-Investor shall have no right to participate in any other investment by the Sponsor or any of its Affiliates, whether or not related to the Target or the Acquisition, except as may be separately agreed in writing.
Section 6.7 — Expense Allocation
Each party shall bear its own costs and expenses incurred in connection with this Agreement, the Acquisition, and the transactions contemplated hereby, including fees and disbursements of legal counsel, accountants, financial advisors, and other consultants. For the avoidance of doubt, the Sponsor shall be responsible for all buyer transaction expenses incurred in connection with the Acquisition, which are currently estimated at approximately Sixty-Two Million Dollars ($62,000,000), consisting of:
(a) legal fees and expenses of Calderwood & Harkness LLP (U.S. counsel), Breitfeld Hess & Partner AG (Swiss counsel), Wendt Schäfer Rechtsanwälte PartG mbB (German counsel), and Tan Liang & Associates LLP (Singapore counsel);
(b) financial advisory fees payable to Whitfield Partners LLC;
(c) the premium for the representations and warranties insurance policy, estimated at approximately Eight Million Four Hundred Thousand Dollars ($8,400,000);
(d) the HSR Act filing fee of Two Million Three Hundred Ninety Thousand Dollars ($2,390,000);
(e) debt financing fees, including original issue discount and arrangement fees, estimated at approximately Twenty-Four Million Dollars ($24,000,000); and
(f) escrow agent, transfer agent, and other closing-related fees and expenses.
The Co-Investor shall not bear a proportionate share of such buyer transaction expenses, except as may be otherwise agreed in the Stockholders Agreement with respect to the allocation of post-closing expenses of Apex Holdings or the Company.
Section 6.8 — Regulatory Filings
To the extent the Co-Investor's participation in the Acquisition requires any separate regulatory filing or approval (beyond those filings already being made by the Sponsor or Apex Holdings in connection with the Acquisition), the Co-Investor shall use its commercially reasonable efforts to make such filings promptly and to cooperate with the Sponsor, Apex Holdings, and their counsel to obtain such approvals as expeditiously as practicable. The Co-Investor shall bear its own costs and expenses in connection with any such separate filing. The parties acknowledge that the Outside Date for the Acquisition is September 10, 2025, which may be extended to December 10, 2025 if the sole condition to the Closing that has not been satisfied or waived as of the initial Outside Date is the receipt of one or more required regulatory approvals. The Co-Investor shall not take any action, or fail to take any action, that would reasonably be expected to delay, impair, or prevent the receipt of any regulatory approval required in connection with the Acquisition.
Section 6.9 — Stockholders Agreement and Registration Rights Agreement
At or prior to the Closing, the Co-Investor shall execute and deliver each of the following agreements, in each case in the form attached hereto as the applicable Exhibit or in such other form as may be mutually agreed by the parties:
(a) the Stockholders Agreement of Apex Holdings, in substantially the form attached hereto as Exhibit A, to be entered into among the Sponsor, the Co-Investor, the Other Co-Investor, and the Rollover Participants, governing, among other things: (i) restrictions on the transfer of equity interests of Apex Holdings; (ii) tag-along rights and drag-along rights in connection with any sale, transfer, or change of control transaction; (iii) the composition of the board of directors of Apex Holdings and any committee thereof; (iv) protective provisions requiring the approval of specified equity holders for certain significant corporate actions; and (v) information rights, including the right to receive annual and quarterly financial statements, annual budgets, and other operating and financial information regarding Apex Holdings and the Company; and
(b) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit B, to be entered into among Apex Holdings, the Sponsor, the Co-Investor, the Other Co-Investor, and the Rollover Participants, providing for demand registration rights and piggyback registration rights in connection with any future initial public offering or other registered public offering of equity securities of Apex Holdings or any successor entity.
The Co-Investor acknowledges that, following the Closing, its rights with respect to the Co-Invest Equity Securities and its relationship with the Sponsor, Apex Holdings, and the other equity holders will be governed primarily by the Stockholders Agreement and the Registration Rights Agreeme

CO-INVESTMENT AGREEMENT

ARDENT CAPITAL PARTNERS III LP

ARDENT APEX HOLDINGS INC.

SUMMIT RIDGE CAPITAL PARTNERS LP

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