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ARDENT APEX HOLDINGS INC.

2025 MANAGEMENT EQUITY INCENTIVE PLAN

Adopted effective as of the Effective Time of the Merger (as defined in the Agreement and Plan of Merger, dated March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.)

Approved by the Board of Directors of Ardent Apex Holdings Inc.

Ardent Apex Holdings Inc. A Delaware Corporation EIN: 93-2178435

Principal Office: c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022

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ARTICLE I — PURPOSE

The purpose of the Ardent Apex Holdings Inc. 2025 Management Equity Incentive Plan (this "Plan") is to attract, retain, motivate, and reward key employees, consultants, and directors of Ardent Apex Holdings Inc., a Delaware corporation (the "Company"), and its Subsidiaries (including Luminex Systems Holdings Inc., as the surviving corporation in the Merger, Luminex Systems AG, Luminex Systems Inc., Luminex Systems UK Ltd., Luminex Systems GmbH, and Luminex Systems Pte. Ltd.), by providing such individuals with equity-based compensation opportunities that align their interests with those of the Company's equity holders.

The Plan is designed to further align the interests of management Participants with the interests of the Company's equity holders, including Ardent Capital Partners III LP (the sole parent of the Company; Fund III, a $12.5 billion fund, vintage 2023), co-investors Northvale Sovereign Holdings Ltd. (with a co-investment commitment of $200,000,000) and Summit Ridge Capital Partners LP (with a co-investment commitment of $100,000,000), and rollover equity participants from the management team of Luminex Systems Holdings Inc. By providing equity-based incentives to key members of the Company's management team, the Plan is intended to create a direct and meaningful link between individual performance and the long-term appreciation in value of the Company, thereby motivating Participants to contribute to the growth, profitability, and strategic success of the Company and its Subsidiaries.

Awards available for grant under the Plan include stock options (which may be designated as incentive stock options or nonqualified stock options), restricted stock units ("RSUs"), and profits interests. The Committee (as defined herein) shall have full discretion to determine the type, size, terms, and conditions of Awards granted to each Participant, taking into account the Participant's role, responsibilities, and expected contributions to the Company's business objectives.

The Plan is adopted in connection with the acquisition of Luminex Systems Holdings Inc. by the Company pursuant to the reverse triangular merger (the "Merger") of Ardent Apex Merger Sub Inc., a wholly owned subsidiary of the Company, with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. surviving as a wholly owned subsidiary of the Company. The aggregate equity value of Luminex Systems Holdings Inc. for purposes of the Merger is $2,800,000,000, representing $20.00 per share on 140,000,000 fully diluted shares. The Merger is being effected pursuant to that certain Agreement and Plan of Merger, dated March 24, 2025 (the "Merger Agreement"), among the Company, Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., and is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware.

The Plan shall become effective as of the Effective Date (as defined herein), which is the date of the Effective Time of the Merger as set forth in the Merger Agreement.

ARTICLE II — DEFINITIONS

As used in this Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article II shall have the meanings ascribed to them elsewhere in this Plan.

"Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with the Company, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, "Affiliate" includes Ardent Capital Partners III LP, Ardent Capital GP III LLC, and each Subsidiary of the Company.

"Award" means any Option, RSU, or Profits Interest granted to a Participant under the Plan.

"Award Agreement" means the written or electronic agreement, in a form approved by the Committee, between the Company and a Participant evidencing the terms and conditions of each Award granted under the Plan. An Award Agreement may incorporate the terms of this Plan by reference and shall be subject to and consistent with the terms and conditions of the Plan.

"Board" means the Board of Directors of Ardent Apex Holdings Inc., as constituted from time to time.

"Cause" means, with respect to a Participant, such term as defined in the Participant's applicable Award Agreement or employment agreement with the Company or any Subsidiary. If the term "Cause" is not defined in the applicable Award Agreement or employment agreement, "Cause" shall mean any of the following: (a) the Participant's willful misconduct or gross negligence in the performance of the Participant's duties; (b) the Participant's breach of fiduciary duty to the Company or any Subsidiary; (c) the Participant's material violation of any written policy, code of conduct, or compliance program of the Company or any Subsidiary; (d) the Participant's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty, or moral turpitude; or (e) the Participant's material breach of any restrictive covenant or obligation of confidentiality owed to the Company or any Subsidiary, whether contained in an Award Agreement, employment agreement, or otherwise. A determination of "Cause" shall be made by the Committee in good faith, and such determination shall be final and binding on the Participant.

"Change of Control" means the occurrence of any of the following events: (i) any merger, consolidation, reorganization, or similar transaction involving the Company in which the holders of the Company's outstanding equity securities immediately prior to such transaction do not, immediately following the consummation of such transaction, retain direct or indirect beneficial ownership of more than fifty percent (50%) of the total voting power of the surviving or resulting entity's outstanding voting securities; (ii) the sale, transfer, or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or group of Persons (other than an Affiliate of the Company); (iii) any Person or group of Persons (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company, an Affiliate of the Company, or a bona fide employee benefit plan of the Company or its Subsidiaries, acquires direct or indirect beneficial ownership of more than fifty percent (50%) of the total voting power of the Company's outstanding voting stock; or (iv) the adoption of a plan of complete liquidation or dissolution of the Company. Notwithstanding the foregoing, (A) an initial public offering of the Company's equity securities (an "IPO") shall not constitute a Change of Control; and (B) the Merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc. pursuant to the Merger Agreement shall not constitute a Change of Control under this Plan, as this Plan is adopted contemporaneously with the closing of such Merger.

"Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any section of the Code shall include any successor provision thereto and any regulations and guidance promulgated thereunder.

"Committee" means the Compensation Committee of the Board, or, if no such committee has been established, the full Board. Initially, the Board shall serve as the Committee, with members to include designees of Ardent Capital Partners III LP (as controlling stockholder of the Company through Ardent Capital GP III LLC). The Committee shall at all times consist of not fewer than two (2) members of the Board.

"Common Stock" means the common stock, par value $0.01 per share, of Ardent Apex Holdings Inc., and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged.

"Company" means Ardent Apex Holdings Inc., a Delaware corporation, and any successor thereto.

"Disability" means, with respect to a Participant, such term as defined in the Participant's applicable employment agreement with the Company or any Subsidiary. If no definition is provided in the applicable employment agreement, "Disability" shall mean the Participant's inability to perform the essential functions of the Participant's position, with or without reasonable accommodation, due to a physical or mental impairment, for a period of one hundred eighty (180) consecutive calendar days, as determined by the Committee in good faith based on medical evidence.

"Effective Date" means the date of the Effective Time (as defined in the Merger Agreement) of the Merger, which is the date upon which this Plan shall become effective. The target estimated closing of the Merger is July through August 2025.

"Eligible Person" means any employee, officer, director, or consultant of the Company or any Subsidiary who is designated by the Committee as eligible to receive Awards under the Plan.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. References to any section of the Exchange Act shall include any successor provision thereto and any regulations and guidance promulgated thereunder.

"Exercise Price" means the per-share price at which shares of Common Stock may be purchased upon exercise of an Option, as set forth in the applicable Award Agreement. The Exercise Price shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Grant Date, except as otherwise provided in Section 6.2 with respect to ISOs granted to ten percent (10%) stockholders.

"Fair Market Value" means, as of any date of determination, the fair market value of a share of Common Stock, determined in good faith by the Committee. Prior to an IPO, Fair Market Value shall be determined by reference to (a) the most recent valuation report prepared by a qualified independent appraiser engaged by the Company or the Committee, (b) the per-share price established in the most recent arm's-length transaction involving the Common Stock, or (c) such other methodology as the Committee determines in good faith to be reasonable and consistent with the requirements of Section 409A (to the extent applicable). As of the Effective Date, the Fair Market Value of a share of Common Stock shall be $20.00, which is the per-share merger consideration payable in the Merger.

"Good Reason" means, with respect to a Participant, such term as defined in the Participant's applicable Award Agreement or employment agreement with the Company or any Subsidiary. For the avoidance of doubt, the definitions of "Good Reason" applicable to Dr. Stefan Kessler (Chief Executive Officer) and Annelise Gruber (Chief Financial Officer) shall be as set forth in their respective employment agreements with the Company or Luminex Systems AG, as in effect from time to time.

"Grant Date" means the date on which an Award is granted by the Committee, as specified in the applicable Award Agreement. The Grant Date shall not be earlier than the date on which the Committee takes action to approve the Award.

"Hurdle Amount" has the meaning set forth in Section 8.2 of this Plan.

"Incentive Stock Option" or "ISO" means an Option that is designated in the applicable Award Agreement as an incentive stock option and that is intended to qualify as such under Section 422 of the Code.

"IPO" means the initial public offering of equity securities of the Company (or any successor entity) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act").

"Nonqualified Stock Option" or "NSO" means an Option that is not designated as an Incentive Stock Option, or that otherwise does not meet the requirements of Section 422 of the Code.

"Option" means a right granted under Article VI of this Plan to purchase a specified number of shares of Common Stock at a specified Exercise Price, subject to the terms and conditions of the Plan and the applicable Award Agreement.

"Participant" means any Eligible Person to whom an Award has been granted under the Plan, so long as such Award remains outstanding (whether vested or unvested).

"Performance Goals" means one or more performance criteria established by the Committee in connection with any Award, which may include, without limitation, any one or more of the following metrics (measured on an absolute or relative basis, and determined at the Company, Subsidiary, business unit, or individual level): (a) revenue; (b) Adjusted EBITDA (for reference, the 2024 baseline Adjusted EBITDA is $121,800,000 at a 25.0% margin on $487,000,000 of revenue); (c) annual recurring revenue ("ARR") growth; (d) customer retention rate; (e) EBITDA margin; (f) free cash flow; (g) total shareholder return; (h) net income; (i) earnings per share; (j) return on invested capital; (k) return on equity; (l) operating income; (m) customer acquisition cost; (n) net revenue retention; (o) any combination of the foregoing; or (p) such other objective or subjective criteria as the Committee shall determine. The Committee shall have discretion to adjust Performance Goals to account for extraordinary items, acquisitions, divestitures, changes in accounting standards, or other events, as it deems appropriate.

"Person" means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or any other entity.

"Plan" means this Ardent Apex Holdings Inc. 2025 Management Equity Incentive Plan, as it may be amended, restated, or otherwise modified from time to time.

"Profits Interest" means a Class B interest in the Company (or any intermediate holding entity) structured as a "profits interest" for United States federal income tax purposes to the extent that the Company (or such intermediate holding entity) is treated as a partnership for such purposes, or, to the extent that the Company is treated as a corporation for United States federal income tax purposes, an analogous equity-based Award (such as a Class B Common Stock interest or Class B Unit) with a participation threshold (the Hurdle Amount) above which the holder participates in the appreciation in value of the Company, granted under Article VIII of this Plan.

"Restricted Stock Unit" or "RSU" means a right granted under Article VII of this Plan to receive one share of Common Stock (or, at the election of the Committee, a cash amount equal to the Fair Market Value of one share of Common Stock) upon the satisfaction of the applicable vesting conditions.

"Rollover Agreement" means the Rollover and Contribution Agreement entered into in connection with the Merger, pursuant to which certain management participants contribute a portion of their equity in Luminex Systems Holdings Inc. in exchange for equity of the Company.

"Rollover Equity" means equity of the Company received by management Participants pursuant to the Rollover Agreement in exchange for their equity in Luminex Systems Holdings Inc. Rollover Equity is separate from and in addition to Awards granted under this Plan.

"Section 409A" means Section 409A of the Code and the Treasury Regulations and other guidance promulgated thereunder, as amended from time to time.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Stockholders Agreement" means the Stockholders Agreement of Ardent Apex Holdings Inc., entered into at or about the Effective Date, among the Company, Ardent Capital Partners III LP, and the other equity holders party thereto, as amended, restated, supplemented, or otherwise modified from time to time.

"Subsidiary" means (a) Luminex Systems Holdings Inc. (the surviving corporation in the Merger; EIN: 86-2547193), (b) Luminex Systems AG (Bahnhofstrasse 71, 8001 Zürich, Switzerland; Commercial Register No. CHE-284.391.057), (c) Luminex Systems Inc. (EIN: 86-2547210), (d) Luminex Systems UK Ltd. (14 Broadwick Street, London W1F 8HN; Company No. 12847362), (e) Luminex Systems GmbH (Leopoldstrasse 120, 80802 Munich, Germany; HRB No. 247891), (f) Luminex Systems Pte. Ltd. (8 Marina Boulevard, #36-01, Singapore 018981; UEN: 201924781K), and (g) any other entity in which the Company holds, directly or indirectly, an equity interest of fifty percent (50%) or more, or which is otherwise required to be consolidated with the Company under applicable accounting standards.

"Termination of Service" means the cessation of the Participant's employment or service relationship with the Company and all Subsidiaries, whether by reason of resignation, termination by the Company or a Subsidiary, death, Disability, or otherwise. For purposes of the Plan: (a) a transfer of employment or service between the Company and any Subsidiary, or between Subsidiaries, shall not constitute a Termination of Service; (b) a leave of absence approved in writing by the Company (or the applicable Subsidiary) shall not constitute a Termination of Service during the period of such leave, unless otherwise required by applicable law or determined by the Committee; and (c) a Termination of Service shall be deemed to occur on the date on which the Participant ceases to provide services to the Company and all Subsidiaries (regardless of any notice period or garden leave required under applicable law), subject to such modifications as may be required to comply with Section 409A.

"Vesting Commencement Date" means, with respect to an Award, the date specified in the applicable Award Agreement as the date on which vesting commences, or, if no such date is specified, the Grant Date.

ARTICLE III — ADMINISTRATION

Section 3.1 — Committee Authority

The Plan shall be administered by the Committee. Subject to the terms and conditions of the Plan, the Committee shall have full and exclusive authority, discretion, and power to:

(a) select the Eligible Persons to whom Awards shall be granted;

(b) determine the type or types of Awards to be granted to each Participant;

(d) determine the terms, conditions, restrictions, and limitations applicable to each Award, including, without limitation, the Exercise Price (for Options), the Hurdle Amount (for Profits Interests), the vesting schedule, the Performance Goals (if any), the expiration date, and the form and timing of settlement;

(e) interpret and construe the Plan and any Award Agreement, and resolve any ambiguity, inconsistency, or omission in the terms of the Plan or any Award Agreement;

(f) establish, amend, suspend, or waive such rules, regulations, guidelines, and procedures as it deems necessary or appropriate for the proper administration of the Plan;

(g) determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered;

(h) delegate ministerial and administrative duties to one or more officers or employees of the Company, as further provided in Section 3.2;

(i) appoint or retain agents, counsel, accountants, consultants, and other advisors to assist in the administration of the Plan;

(j) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent it deems desirable to carry the Plan into effect; and

(k) make all other determinations, take all other actions, and exercise all other powers and authority necessary or advisable for the administration of the Plan.

All decisions, determinations, and interpretations of the Committee shall be final, conclusive, and binding on all Persons, including the Company, its Subsidiaries, each Participant, and each Participant's beneficiaries, heirs, and legal representatives.

The investment committee members of Ardent Capital Partners III LP (Ted Hargrove, Victoria Langford, Marcus Ellison, Priya Chandrasekaran, and David Ng) may serve as members of the Board or the Committee, or may serve in an advisory capacity to the Committee with respect to the administration of the Plan, in each case as determined by the Board.

Section 3.2 — Delegation

To the extent permitted by applicable law and the Company's organizational documents, the Committee may delegate to one or more officers of the Company (including, without limitation, Dr. Stefan Kessler, as Chief Executive Officer) the authority to grant Awards to Eligible Persons who are not executive officers or directors of the Company (within the meaning of Section 16 of the Exchange Act), and to determine the terms and conditions of such Awards; provided, that any such delegation shall be subject to such aggregate limits on the number of shares, the types of Awards, and such other guidelines and restrictions as the Committee shall establish from time to time. Any Awards granted pursuant to such delegation shall be reported to the Committee at its next regularly scheduled meeting following the date of grant.

For the avoidance of doubt, the Committee shall retain exclusive authority over the grant of Awards to all executive officers and directors of the Company, including Dr. Stefan Kessler, Annelise Gruber, and Dr. Markus Vogt.

Section 3.3 — Indemnification

Each member of the Committee, and each member of the Board who acts in connection with the administration of the Plan, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including reasonable attorneys' fees) that may be imposed upon or incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which such member may be a party or in which such member may be involved by reason of any action taken or failure to act under the Plan, to the fullest extent permitted by law and the Company's certificate of incorporation and bylaws. The foregoing indemnification shall be in addition to any other rights of indemnification to which such members may be entitled under the Company's organizational documents, any agreement, any vote of stockholders or disinterested directors, insurance policy, or otherwise.

ARTICLE IV — SHARES SUBJECT TO THE PLAN

Section 4.1 — Share Pool

Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Common Stock that may be issued or delivered pursuant to Awards granted under the Plan shall be fourteen million (14,000,000) shares, representing ten percent (10%) of the one hundred forty million (140,000,000) fully diluted shares of the Company outstanding immediately following the Effective Time.

Shares of Common Stock issued or delivered under the Plan may be authorized but unissued shares, treasury shares held by the Company, or shares purchased by the Company on the open market or otherwise for purposes of the Plan.

The share pool established under this Section 4.1 is separate from and in addition to the Rollover Equity held by management Participants pursuant to the Rollover Agreement. For informational purposes, the total management rollover under the Rollover Agreement is $405,020,000, comprising the following principal components: (i) Dr. Stefan Kessler — $142,800,000 (representing a rollover of approximately 60% of his existing 8.5% equity stake); (ii) Annelise Gruber — $58,800,000 (representing a rollover of approximately 50% of her existing 4.2% equity stake); (iii) Dr. Markus Vogt — $58,520,000 (representing a rollover of approximately 55% of his existing 3.8% equity stake); and (iv) other management and employees — $144,900,000 in the aggregate. The terms and conditions governing Rollover Equity are set forth in the Rollover Agreement and the Stockholders Agreement and are not governed by this Plan.

Section 4.2 — Share Counting

The following rules shall apply for purposes of determining the number of shares of Common Stock available for issuance under the Plan:

(a) Expired, Forfeited, or Cancelled Awards. If any Award (or portion thereof) expires, is forfeited, is cancelled, or is terminated without the full exercise or settlement of such Award, the shares of Common Stock subject to such expired, forfeited, cancelled, or terminated Award (or portion thereof) shall again become available for issuance under the Plan.

(b) Shares Withheld for Taxes or Exercise Price. Shares of Common Stock that are withheld by the Company or tendered by a Participant (by either actual delivery or attestation) to satisfy tax withholding obligations arising in connection with the exercise, vesting, or settlement of an Award, or that are withheld by the Company or tendered by a Participant to pay the Exercise Price of an Option, shall not again become available for issuance under the Plan.

(c) Cash-Settled Awards. Awards that, by their terms, may be settled only in cash shall not count against the share pool under this Section 4.1. To the extent that an Award is settled in cash in lieu of shares of Common Stock, the shares of Common Stock that would otherwise have been delivered in settlement of such Award shall again become available for issuance under the Plan.

(d) Substitute Awards. Shares of Common Stock issued in connection with Awards that are granted in assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or a Subsidiary shall not count against the share pool under Section 4.1.

Section 4.3 — Adjustments

In the event of any change in the outstanding shares of Common Stock by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, reorganization, merger, consolidation, split-up, spin-off, exchange of shares, issuance of warrants or rights to purchase shares, or other similar change in the corporate or capital structure of the Company, the Committee shall make such equitable and proportionate adjustments as it deems appropriate and necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Such adjustments may include, without limitation, adjustments to: (i) the maximum aggregate number of shares of Common Stock available for issuance under the Plan as set forth in Section 4.1; (ii) the individual Award limits set forth in Section 4.4; (iii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iv) the Exercise Price of outstanding Options; and (v) the Hurdle Amount applicable to outstanding Profits Interests.

Any such adjustment shall be made by the Committee in its sole discretion, and the Committee's determination shall be final, conclusive, and binding. No adjustment shall be made that would cause an ISO to fail to qualify as such under Section 422 of the Code, unless the Committee determines otherwise. No fractional shares shall be issued as a result of any such adjustment; any fractional share resulting from an adjustment shall be rounded down to the nearest whole share (with appropriate adjustments to the Exercise Price or other terms as necessary).

Section 4.4 — Individual Limits

Subject to adjustment as provided in Section 4.3:

(a) Per-Participant Annual Limit. No single Participant may receive Awards under the Plan covering more than three million five hundred thousand (3,500,000) shares of Common Stock (representing twenty-five percent (25%) of the total share pool) in any single calendar year.

(b) ISO Limit. The maximum aggregate number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options granted under the Plan shall be fourteen million (14,000,000) shares, subject to the requirements of Section 422 of the Code and the regulations promulgated thereunder.

ARTICLE V — ELIGIBILITY

Awards may be granted under the Plan to any Eligible Person, as determined by the Committee in its sole discretion. The Committee's determination of the Eligible Persons who will receive Awards, as well as the type, amount, and terms of each such Award, need not be uniform among Eligible Persons and may be made selectively among Eligible Persons who are in similar positions.

Incentive Stock Options may be granted only to individuals who are employees of the Company or a Subsidiary that is a corporation (within the meaning of Section 424(f) of the Code), including Luminex Systems Holdings Inc. (EIN: 86-2547193), Luminex Systems Inc. (EIN: 86-2547210), and, to the extent such entities qualify as "subsidiary corporations" under Section 424(f), Luminex Systems UK Ltd. No ISO may be granted to a consultant, independent contractor, or non-employee director.

Non-U.S. Participants, including employees of Luminex Systems AG in Switzerland, Luminex Systems GmbH in Germany, Luminex Systems UK Ltd. in the United Kingdom, and Luminex Systems Pte. Ltd. in Singapore, may receive Nonqualified Stock Options, Restricted Stock Units, or Profits Interests under the Plan, subject to Sub-Plans or Appendices adopted by the Committee for non-U.S. jurisdictions pursuant to Article XIV. Awards to non-U.S. Participants shall be subject to such additional or modified terms and conditions as the Committee deems necessary or advisable to comply with the applicable local laws, tax requirements, and regulatory frameworks of the jurisdictions in which such Participants reside or are employed.

Key initial Participants expected to receive Awards under the Plan include, without limitation:

(a) Dr. Stefan Kessler, Chief Executive Officer (employed by Luminex Systems AG), who is an existing 8.5% equity holder of Luminex Systems Holdings Inc. Dr. Kessler is rolling over approximately 60% of his equity ($142,800,000) pursuant to the Rollover Agreement, and is expected to receive additional equity incentive Awards under this Plan in connection with the closing of the Merger.

(b) Annelise Gruber, Chief Financial Officer (employed by Luminex Systems AG), who is an existing 4.2% equity holder of Luminex Systems Holdings Inc. Ms. Gruber is rolling over approximately 50% of her equity ($58,800,000) pursuant to the Rollover Agreement, and is expected to receive additional equity incentive Awards under this Plan.

(c) Dr. Markus Vogt, Chief Technology Officer (employed by Luminex Systems AG), who is an existing 3.8% equity holder of Luminex Systems Holdings Inc. Dr. Vogt is rolling over approximately 55% of his equity ($58,520,000) pursuant to the Rollover Agreement, and is expected to receive additional equity incentive Awards under this Plan.

(d) Other key employees across the global Luminex Systems organization, which employs approximately 4,200 employees worldwide, as selected by the Committee from time to time.

The granting of Awards to any Eligible Person shall not obligate the Committee to grant the same or any other Award to such person at any future time or to grant Awards to any other Eligible Person.

ARTICLE VI — STOCK OPTIONS

Section 6.1 — Grant of Options

The Committee may, from time to time, grant Incentive Stock Options and/or Nonqualified Stock Options to Eligible Persons, subject to the terms and conditions of the Plan and such additional terms, conditions, and restrictions as the Committee may impose. Each Option grant shall be evidenced by an Award Agreement in a form approved by the Committee, which shall specify: (a) the number of shares of Common Stock subject to the Option; (b) the Exercise Price per share; (c) the vesting schedule applicable to the Option; (d) the expiration date of the Option; (e) whether the Option is designated as an ISO or an NSO; and (f) such other terms, conditions, restrictions, and limitations as the Committee shall determine. In the absence of a specific designation in the Award Agreement, an Option shall be treated as a Nonqualified Stock Option.

Section 6.2 — Exercise Price

The Exercise Price per share of Common Stock subject to each Option shall be determined by the Committee at the time of grant and set forth in the applicable Award Agreement; provided, that the Exercise Price shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Grant Date. For any Incentive Stock Option granted to a Participant who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary (a "Ten Percent Stockholder"), the Exercise Price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the Grant Date. As of the Effective Date, the Fair Market Value of a share of Common Stock is $20.00, and accordingly, the Exercise Price for Options granted at the Effective Date shall be not less than $20.00 per share (or $22.00 per share for ISOs granted to Ten Percent Stockholders).

Except as provided in Section 4.3 (equitable adjustments), the Committee shall not, without the approval of the Company's stockholders, (i) reduce the Exercise Price of any outstanding Option, (ii) cancel any outstanding Option in exchange for an Option with a lower Exercise Price, or (iii) cancel any outstanding Option that has an Exercise Price greater than the then-current Fair Market Value in exchange for cash or another Award.

Section 6.3 — Vesting

Each Option shall vest and become exercisable in accordance with the vesting schedule set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, the default vesting schedule for Options shall be as follows:

(a) Twenty-five percent (25%) of the shares subject to the Option shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; and

(b) The remaining seventy-five percent (75%) of the shares subject to the Option shall vest and become exercisable in twelve (12) equal quarterly installments on each subsequent quarterly anniversary of the Vesting Commencement Date, such that the Option shall be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

The Committee may establish performance-based vesting conditions for any Option, which may require the achievement of one or more Performance Goals as a condition to the vesting of all or a portion of the Option. Performance Goals may include, without limitation, metrics related to revenue growth, Adjusted EBITDA, ARR growth, EBITDA margin, free cash flow, customer retention, or other criteria as the Committee determines to be appropriate.

Accelerated Vesting upon Change of Control. Unless otherwise provided in the applicable Award Agreement, if a Participant's employment or service is terminated by the Company or a Subsidiary without Cause, or by the Participant for Good Reason, in either case within twelve (12) months following the consummation of a Change of Control, then one hundred percent (100%) of the Participant's then-unvested Options shall immediately vest and become exercisable (a "double-trigger" acceleration). Except as provided in this Section 6.3 and in Article XII, no accelerated vesting shall apply upon a Change of Control alone.

Section 6.4 — Term of Options

Each Option shall expire on the date specified in the applicable Award Agreement; provided, that in no event shall any Option be exercisable after the expiration of ten (10) years from the Grant Date. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the Option shall expire no later than five (5) years from the Grant Date. Each Option shall expire upon the earlier of (a) the expiration date specified in the Award Agreement and (b) the last day of the applicable post-termination exercise period as set forth in Section 9.6 of this Plan or the Award Agreement.

Section 6.5 — Exercise of Options

An Option may be exercised, in whole or in part (but only as to whole shares), by delivering to the Company a written or electronic notice of exercise in a form prescribed by the Committee, specifying the number of shares of Common Stock with respect to which the Option is being exercised, accompanied by full payment of the aggregate Exercise Price for such shares and any applicable tax withholding amounts. Payment of the Exercise Price may be made by any one or more of the following methods, as determined by the Committee and set forth in the applicable Award Agreement:

(a) cash or its equivalent (including personal check, wire transfer, or other form of payment acceptable to the Committee);

(b) delivery (by either actual delivery or attestation) of shares of Common Stock already owned by the Participant, having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price;

(c) a "cashless" or broker-assisted exercise, pursuant to which the Participant delivers irrevocable instructions to a broker-dealer to sell a sufficient number of shares to pay the Exercise Price and any applicable tax withholding and to remit the proceeds to the Company;

(d) a "net exercise" (for Nonqualified Stock Options only), whereby the Company reduces the number of shares otherwise deliverable to the Participant upon exercise by the number of shares having a Fair Market Value equal to the aggregate Exercise Price; or

(e) such other method of payment as the Committee may approve in its discretion, consistent with applicable law.

No fractional shares of Common Stock shall be issued upon the exercise of an Option. In lieu of any fractional share, the Committee may provide for a cash payment equal to the Fair Market Value of such fractional share, or may round down to the nearest whole share.

Section 6.6 — ISO-Specific Provisions

The following provisions shall apply to Incentive Stock Options granted under the Plan, in addition to the other terms and conditions set forth in this Article VI:

(a) $100,000 Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the Grant Date) with respect to which ISOs first become exercisable by a Participant in any calendar year under the Plan and all other plans of the Company and its Subsidiaries shall not exceed $100,000. To the extent that the aggregate Fair Market Value of shares with respect to which ISOs first become exercisable exceeds $100,000, such excess shall be treated as Nonqualified Stock Options.

(b) Grant Period. No ISO shall be granted under the Plan after the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board and (ii) the date the Plan is approved by the stockholders of the Company.

(c) Compliance with Section 422. ISOs shall be subject to all other requirements of Section 422 of the Code and the regulations and guidance promulgated thereunder, as in effect from time to time. If any provision of the Plan or an Award Agreement would cause an ISO to fail to meet the requirements of Section 422, such provision shall be interpreted or modified to the extent necessary to maintain compliance, unless the Committee determines otherwise, in which case such Option shall be treated as an NSO.

(d) Disqualifying Dispositions. A Participant who disposes of shares acquired upon the exercise of an ISO within two (2) years from the Grant Date or one (1) year from the date of exercise (a "disqualifying disposition") shall promptly notify the Company in writing of such disposition.

ARTICLE VII — RESTRICTED STOCK UNITS

Section 7.1 — Grant of RSUs

The Committee may, from time to time, grant Restricted Stock Units to Eligible Persons, subject to the terms and conditions of the Plan and such additional terms, conditions, and restrictions as the Committee may impose. Each RSU represents a contingent right to receive one (1) share of Common Stock (or, at the election of the Committee, a cash amount equal to the Fair Market Value of one share of Common Stock on the applicable settlement date) upon the satisfaction of the vesting conditions applicable to such RSU. Each RSU grant shall be evidenced by an Award Agreement in a form approved by the Committee, specifying: (a) the number of RSUs granted; (b) the vesting schedule applicable to the RSUs; (c) the form and timing of settlement; (d) whether dividend equivalent rights are granted in connection with the RSUs; and (e) such other terms, conditions, restrictions, and limitations as the Committee shall determine.

RSUs shall not entitle the Participant to any rights of a stockholder of the Company with respect to the shares underlying the RSUs until such shares are actually issued and delivered to the Participant upon settlement of the RSUs.

Section 7.2 — Vesting

Each RSU shall vest in accordance with the vesting schedule set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, the default vesting schedule for RSUs shall be twenty-five percent (25%) per year over four (4) years from the Vesting Commencement Date, with vesting occurring on each anniversary of the Vesting Commencement Date (or ratably in quarterly or other periodic installments, as specified in the Award Agreement).

The Committee may establish time-based, performance-based, or combined time-based and performance-based vesting conditions for any RSU Award. Performance-based vesting conditions may require the achievement of one or more Performance Goals established by the Committee.

Accelerated Vesting upon Change of Control. Unless otherwise provided in the applicable Award Agreement, if a Participant's employment or service is terminated by the Company or a Subsidiary without Cause, or by the Participant for Good Reason, in either case within twelve (12) months following the consummation of a Change of Control, then one hundred percent (100%) of the Participant's then-unvested RSUs shall immediately vest (a "double-trigger" acceleration), consistent with the provisions of Section 6.3 and Article XII of this Plan.

Section 7.3 — Settlement

Vested RSUs shall be settled by the Company within sixty (60) days following the applicable vesting date (or, if earlier, within such shorter period as may be required to comply with the short-term deferral exemption under Section 409A). Settlement shall be made, at the election of the Committee, in the form of (a) shares of Common Stock (one share per RSU), (b) cash equal to the Fair Market Value of one share of Common Stock per RSU on the settlement date, or (c) a combination of shares and cash.

The Committee may, in its discretion, grant dividend equivalent rights in connection with RSU Awards, entitling the Participant to receive amounts equal to the dividends that would have been paid on the shares underlying the RSUs had such shares been outstanding during the period from the Grant Date through the settlement date. Dividend equivalent rights, if granted, shall accumulate and be paid only upon settlement of the related RSUs and shall be subject to the same vesting conditions as the underlying RSUs. No dividend equivalent rights shall be paid with respect to RSUs that are forfeited prior to settlement.

Section 7.4 — Forfeiture

Except as otherwise provided in the applicable Award Agreement, any employment agreement between the Participant and the Company or a Subsidiary, or the termination provisions set forth in Section 9.6 of this Plan, all unvested RSUs shall be immediately and automatically forfeited, without consideration, upon the Participant's Termination of Service. Vested but unsettled RSUs shall remain outstanding and shall be settled in accordance with Section 7.3.

ARTICLE VIII — PROFITS INTERESTS

Section 8.1 — Grant of Profits Interests

The Committee may, from time to time, grant Profits Interests to Eligible Persons, subject to the terms and conditions of the Plan and such additional terms, conditions, and restrictions as the Committee may impose. Each Profits Interest grant shall be evidenced by an Award Agreement in a form approved by the Committee.

To the extent that the Company (or any intermediate holding entity through which Awards are issued) is classified as a partnership for United States federal income tax purposes for any period, Profits Interests shall be structured so as to constitute "profits interests" within the meaning of Revenue Procedure 93-27 (1993-2 C.B. 343) and Revenue Procedure 2001-43 (2001-2 C.B. 191). Under such structure, the holder of a Profits Interest would participate only in the future appreciation in value of the Company (or such intermediate entity) above the applicable Hurdle Amount and would not be treated as receiving a capital interest in exchange for services.

If the Company is classified as a corporation for United States federal income tax purposes (as is expected for Ardent Apex Holdings Inc., a Delaware corporation), Profits Interests granted under this Article VIII shall be structured as a separate class of equity, such as Class B Common Stock or Class B Units, with a participation threshold (the "Hurdle Amount") above which the holder participates in the appreciation in value of the Company. Awards granted under such structure are designed to provide an economic profile analogous to that of a stock option, without requiring the Participant to pay an Exercise Price at the time of exercise, as the holder participates only in value above the Hurdle Amount.

Section 8.2 — Hurdle Amount

Each Profits Interest shall have a Hurdle Amount established by the Committee as of the Grant Date. The Hurdle Amount shall be equal to the aggregate Fair Market Value of the Company's equity as of the Grant Date, allocated on a per-unit basis among all outstanding and reserved equity interests. The holder of a Profits Interest shall participate only in the value of the Company's equity in excess of the Hurdle Amount applicable to such Profits Interest, effectively providing the holder with an economic interest in the appreciation of the Company above the Hurdle Amount.

The Committee shall determine the method for calculating the Hurdle Amount in a manner consistent with (a) the applicable Revenue Procedures (if the Company or an intermediate entity is treated as a partnership), (b) Section 409A (to the extent applicable), and (c) such other tax and legal requirements as the Committee deems relevant.

Section 8.3 — Vesting

Profits Interests shall vest in accordance with the vesting schedule set forth in the applicable Award Agreement, which may include time-based vesting, performance-based vesting, or a combination thereof. Unless otherwise specified in the Award Agreement, the default vesting schedule for Profits Interests shall be the same as for Options and RSUs: twenty-five percent (25%) per year over four (4) years from the Vesting Commencement Date.

Accelerated Vesting upon Change of Control. Unless otherwise provided in the applicable Award Agreement, the double-trigger acceleration provisions set forth in Section 6.3 and Article XII shall apply to Profits Interests.

Section 8.4 — Tax Treatment

The intended tax treatment of Profits Interests shall depend on the classification of the issuing entity for United States federal income tax purposes:

(a) Partnership Classification. If the Company (or any intermediate holding entity through which Profits Interests are issued) is classified as a partnership for United States federal income tax purposes, Profits Interests are intended to be treated as partnership interests that satisfy the safe harbor under Revenue Procedure 93-27, with no income recognized by the Participant at the time of grant, provided that the Hurdle Amount is set at or above the Fair Market Value of the issuing entity's equity as of the Grant Date, the Profits Interest is not a substantially certain and predictable stream of income, the Profits Interest is not disposed of within two years of grant, and the Profits Interest does not relate to a substantially certain and predictable stream of income.

(b) Corporation Classification. If the Company is classified as a corporation for United States federal income tax purposes (as expected for Ardent Apex Holdings Inc.), Awards granted under this Article VIII shall be treated as equity compensation subject to Section 409A, Section 83, or other applicable provisions of the Code, as determined by the Committee and its tax advisors.

(c) Section 83(b) Elections. Participants who receive Profits Interests (or restricted stock or other property subject to a substantial risk of forfeiture) may, at their sole discretion and initiative, file an election under Section 83(b) of the Code within thirty (30) calendar days following the Grant Date. The Company shall provide the Participant with information regarding the availability of a Section 83(b) election, but the Company shall not be responsible for the filing of such election, for monitoring compliance with the thirty-day filing deadline, or for any tax consequences arising from the Participant's election or failure to make such election.

Each Participant is strongly encouraged to consult with the Participant's own tax advisor regarding the tax treatment of Profits Interests and the advisability of filing a Section 83(b) election.

Section 8.5 — Distributions

Holders of vested Profits Interests shall be entitled to receive distributions in respect of such Profits Interests if, as, and when declared by the Board, on the same basis as other equity holders of the same class, subject to the Hurdle Amount. No distribution shall be payable to the holder of a Profits Interest with respect to the portion of the Company's equity value that does not exceed the Hurdle Amount applicable to such Profits Interest.

All distributions in respect of Profits Interests shall be subject to: (a) the terms and conditions of the Stockholders Agreement of Ardent Apex Holdings Inc., including any distribution waterfall, priority, or preference provisions; (b) any restrictions imposed by the Company's Senior Secured Credit Facility (Stonebridge Credit Partners LLC, as administrative agent; Term Loan B of $1,200,000,000) and any related intercreditor or subordination arrangements; and (c) applicable withholding requirements under federal, state, local, and foreign tax laws.

ARTICLE IX — GENERAL AWARD TERMS

Section 9.1 — Award Agreements

Each Award granted under the Plan shall be evidenced by an Award Agreement between the Company and the Participant, in a form approved by the Committee. The Award Agreement shall set forth the terms and conditions of the Award, including the type of Award, the number of shares or units subject to the Award, the Exercise Price or Hurdle Amount (as applicable), the vesting schedule, the expiration date (for Options), the form and timing of settlement (for RSUs), the distribution rights (for Profits Interests), and such other terms and conditions as the Committee shall determine. The Award Agreement may incorporate the terms of this Plan by reference and shall be subject to and consistent with the terms and conditions of this Plan in all respects.

Award Agreements for key executives of the Company, including Dr. Stefan Kessler (Chief Executive Officer), Annelise Gruber (Chief Financial Officer), and Dr. Markus Vogt (Chief Technology Officer), shall be consistent with the terms of their respective employment agreements with the Company or the applicable Subsidiary and with the terms of their respective Rollover Agreements, to the extent applicable.

Section 9.2 — Non-Transferability

Except as otherwise provided in this Section 9.2, no Award (or any interest therein) granted under the Plan shall be assignable or transferable by the Participant, other than by will or the laws of descent and distribution, and each Award shall be exercisable or settled only by the Participant during the Participant's lifetime (or, following the Participant's death, by the Participant's estate, designated beneficiary, or legal representative).

Notwithstanding the foregoing, the Committee may, in its discretion and subject to such terms and conditions as it may prescribe, permit a Participant to transfer an Award (other than an ISO) to one or more members of the Participant's immediate family, to a trust established for the benefit of the Participant or one or more members of the Participant's immediate family, to a family limited partnership or limited liability company, or to a charitable organization described in Section 501(c)(3) of the Code. Any such transfer shall be subject to applicable securities laws and shall not be effective until the Participant has provided written notice to the Company. No Award shall be transferable for value or consideration without the prior written consent of the Committee.

Section 9.3 — No Rights as Stockholder

No Participant shall have any rights as a stockholder of the Company with respect to shares of Common Stock subject to an Award (including the right to vote or to receive dividends or other distributions) until such shares are actually issued, recorded in the Company's stock register (or in a book-entry account), and delivered to the Participant. No adjustment shall be made for dividends or other distributions for which the record date occurs prior to the date the shares are so issued, except as expressly provided in this Plan or the applicable Award Agreement.

Notwithstanding the foregoing, dividend equivalent rights may be granted in connection with RSU Awards as provided in Section 7.3, in which case such rights shall be subject to the terms and conditions set forth in the applicable Award Agreement.

Section 9.4 — Restrictive Covenants

As a material condition to the grant and receipt of any Award under the Plan, and as additional consideration for the grant thereof, each Participant shall be bound by the following restrictive covenants, as set forth in the applicable Award Agreement, the Participant's employment agreement with the Company or a Subsidiary, or a separate restrictive covenant agreement:

(a) Non-Competition. During the Participant's employment or service with the Company or any Subsidiary, and for a period of (i) twenty-four (24) months following Termination of Service in the case of senior executives (including, without limitation, the Chief Executive Officer, Chief Financial Officer, and Chief Technology Officer) and (ii) twelve (12) months following Termination of Service in the case of all other Participants, the Participant shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, participate in, consult with, or be connected in any manner with any business that is competitive with the business of the Company or any Subsidiary in any geographic area in which the Company or any Subsidiary conducts or has conducted material business operations, without the prior written consent of the Committee.

(b) Non-Solicitation of Employees. During the Participant's employment or service with the Company or any Subsidiary, and for a period of twenty-four (24) months following Termination of Service, the Participant shall not, directly or indirectly, solicit, recruit, hire, or attempt to solicit, recruit, or hire any employee, contractor, or consultant of the Company or any Subsidiary, or induce or encourage any such individual to terminate or modify his or her employment or engagement with the Company or any Subsidiary.

(c) Non-Solicitation of Customers. During the Participant's employment or service with the Company or any Subsidiary, and for a period of twenty-four (24) months following Termination of Service, the Participant shall not, directly or indirectly, solicit, contact, or transact business with any customer, client, or prospective customer of the Company or any Subsidiary for the purpose of providing products or services that are competitive with those offered by the Company or any Subsidiary.

(d) Confidentiality. At all times during and after the Participant's employment or service, the Participant shall maintain in strict confidence and shall not use, disclose, or disseminate any confidential or proprietary information of the Company or any Subsidiary, except as required in the performance of the Participant's duties or as required by law, regulation, or legal process.

(e) Non-Disparagement. The Participant shall not, at any time during or after employment or service, make any disparaging, defamatory, or derogatory statements (whether written, oral, or electronic) about the Company, any Subsidiary, their respective officers, directors, employees, agents, investors, equity holders, or affiliates.

Remedies for Violation. In the event that a Participant violates any of the foregoing restrictive covenants, the following remedies shall apply: (i) all unvested Awards held by the Participant shall be immediately and automatically forfeited, without consideration; (ii) the Company shall be entitled to recover from the Participant any gains realized by the Participant from the exercise, settlement, or vesting of any Awards within the twenty-four (24) month period preceding the date of the violation (a "clawback"); and (iii) the Company shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity, without the requirement of posting bond or other security. The Participant acknowledges that a breach of the restrictive covenants would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy.

Section 9.5 — Clawback

All Awards granted under the Plan, and all shares of Common Stock, cash, and other property acquired in respect of Awards, shall be subject to any clawback, recoupment, forfeiture, or recovery policy that may be adopted by the Company from time to time, or that may be required by applicable law, regulation, or stock exchange listing requirements (including, without limitation, any policy adopted in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules of any securities exchange on which the Company's securities may be listed following an IPO). By accepting an Award, each Participant agrees to be bound by any such policy, as it may be in effect from time to time.

Section 9.6 — Forfeiture upon Termination

Unless otherwise provided in the applicable Award Agreement or the Participant's employment agreement with the Company or a Subsidiary, the following provisions shall apply upon a Participant's Termination of Service:

(a) Termination for Cause. Upon a Termination of Service for Cause, all Awards held by the Participant (whether vested or unvested) shall be immediately and automatically forfeited, without consideration. All vested but unexercised Options shall expire immediately upon such termination, and the Participant shall have no further rights with respect to any Award. In addition, the Company shall be entitled to exercise any clawback rights set forth in Section 9.4 or Section 9.5.

(b) Voluntary Resignation (without Good Reason). Upon a Termination of Service by the Participant's voluntary resignation without Good Reason, all unvested Awards shall be immediately and automatically forfeited, without consideration. Vested Options shall remain exercisable for a period of ninety (90) days following the date of Termination of Service, but not beyond the original expiration date of the Option.

(c) Termination without Cause or for Good Reason (Absent a Change of Control). Upon a Termination of Service by the Company or a Subsidiary without Cause,

ARDENT APEX HOLDINGS INC.
2025 MANAGEMENT EQUITY INCENTIVE PLAN
Adopted effective as of the Effective Time of the Merger (as defined in the Agreement and Plan of Merger, dated March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.)
Approved by the Board of Directors of Ardent Apex Holdings Inc.
Ardent Apex Holdings Inc. A Delaware Corporation EIN: 93-2178435
Principal Office: c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022
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ARTICLE I — PURPOSE
The purpose of the Ardent Apex Holdings Inc. 2025 Management Equity Incentive Plan (this "Plan") is to attract, retain, motivate, and reward key employees, consultants, and directors of Ardent Apex Holdings Inc., a Delaware corporation (the "Company"), and its Subsidiaries (including Luminex Systems Holdings Inc., as the surviving corporation in the Merger, Luminex Systems AG, Luminex Systems Inc., Luminex Systems UK Ltd., Luminex Systems GmbH, and Luminex Systems Pte. Ltd.), by providing such individuals with equity-based compensation opportunities that align their interests with those of the Company's equity holders.
The Plan is designed to further align the interests of management Participants with the interests of the Company's equity holders, including Ardent Capital Partners III LP (the sole parent of the Company; Fund III, a $12.5 billion fund, vintage 2023), co-investors Northvale Sovereign Holdings Ltd. (with a co-investment commitment of $200,000,000) and Summit Ridge Capital Partners LP (with a co-investment commitment of $100,000,000), and rollover equity participants from the management team of Luminex Systems Holdings Inc. By providing equity-based incentives to key members of the Company's management team, the Plan is intended to create a direct and meaningful link between individual performance and the long-term appreciation in value of the Company, thereby motivating Participants to contribute to the growth, profitability, and strategic success of the Company and its Subsidiaries.
Awards available for grant under the Plan include stock options (which may be designated as incentive stock options or nonqualified stock options), restricted stock units ("RSUs"), and profits interests. The Committee (as defined herein) shall have full discretion to determine the type, size, terms, and conditions of Awards granted to each Participant, taking into account the Participant's role, responsibilities, and expected contributions to the Company's business objectives.
The Plan is adopted in connection with the acquisition of Luminex Systems Holdings Inc. by the Company pursuant to the reverse triangular merger (the "Merger") of Ardent Apex Merger Sub Inc., a wholly owned subsidiary of the Company, with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. surviving as a wholly owned subsidiary of the Company. The aggregate equity value of Luminex Systems Holdings Inc. for purposes of the Merger is $2,800,000,000, representing $20.00 per share on 140,000,000 fully diluted shares. The Merger is being effected pursuant to that certain Agreement and Plan of Merger, dated March 24, 2025 (the "Merger Agreement"), among the Company, Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., and is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware.
The Plan shall become effective as of the Effective Date (as defined herein), which is the date of the Effective Time of the Merger as set forth in the Merger Agreement.
ARTICLE II — DEFINITIONS
As used in this Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article II shall have the meanings ascribed to them elsewhere in this Plan.
"Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with the Company, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, "Affiliate" includes Ardent Capital Partners III LP, Ardent Capital GP III LLC, and each Subsidiary of the Company.
"Award" means any Option, RSU, or Profits Interest granted to a Participant under the Plan.
"Award Agreement" means the written or electronic agreement, in a form approved by the Committee, between the Company and a Participant evidencing the terms and conditions of each Award granted under the Plan. An Award Agreement may incorporate the terms of this Plan by reference and shall be subject to and consistent with the terms and conditions of the Plan.
"Board" means the Board of Directors of Ardent Apex Holdings Inc., as constituted from time to time.
"Cause" means, with respect to a Participant, such term as defined in the Participant's applicable Award Agreement or employment agreement with the Company or any Subsidiary. If the term "Cause" is not defined in the applicable Award Agreement or employment agreement, "Cause" shall mean any of the following: (a) the Participant's willful misconduct or gross negligence in the performance of the Participant's duties; (b) the Participant's breach of fiduciary duty to the Company or any Subsidiary; (c) the Participant's material violation of any written policy, code of conduct, or compliance program of the Company or any Subsidiary; (d) the Participant's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty, or moral turpitude; or (e) the Participant's material breach of any restrictive covenant or obligation of confidentiality owed to the Company or any Subsidiary, whether contained in an Award Agreement, employment agreement, or otherwise. A determination of "Cause" shall be made by the Committee in good faith, and such determination shall be final and binding on the Participant.
"Change of Control" means the occurrence of any of the following events: (i) any merger, consolidation, reorganization, or similar transaction involving the Company in which the holders of the Company's outstanding equity securities immediately prior to such transaction do not, immediately following the consummation of such transaction, retain direct or indirect beneficial ownership of more than fifty percent (50%) of the total voting power of the surviving or resulting entity's outstanding voting securities; (ii) the sale, transfer, or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or group of Persons (other than an Affiliate of the Company); (iii) any Person or group of Persons (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company, an Affiliate of the Company, or a bona fide employee benefit plan of the Company or its Subsidiaries, acquires direct or indirect beneficial ownership of more than fifty percent (50%) of the total voting power of the Company's outstanding voting stock; or (iv) the adoption of a plan of complete liquidation or dissolution of the Company. Notwithstanding the foregoing, (A) an initial public offering of the Company's equity securities (an "IPO") shall not constitute a Change of Control; and (B) the Merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc. pursuant to the Merger Agreement shall not constitute a Change of Control under this Plan, as this Plan is adopted contemporaneously with the closing of such Merger.
"Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any section of the Code shall include any successor provision thereto and any regulations and guidance promulgated thereunder.
"Committee" means the Compensation Committee of the Board, or, if no such committee has been established, the full Board. Initially, the Board shall serve as the Committee, with members to include designees of Ardent Capital Partners III LP (as controlling stockholder of the Company through Ardent Capital GP III LLC). The Committee shall at all times consist of not fewer than two (2) members of the Board.
"Common Stock" means the common stock, par value $0.01 per share, of Ardent Apex Holdings Inc., and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged.
"Company" means Ardent Apex Holdings Inc., a Delaware corporation, and any successor thereto.
"Disability" means, with respect to a Participant, such term as defined in the Participant's applicable employment agreement with the Company or any Subsidiary. If no definition is provided in the applicable employment agreement, "Disability" shall mean the Participant's inability to perform the essential functions of the Participant's position, with or without reasonable accommodation, due to a physical or mental impairment, for a period of one hundred eighty (180) consecutive calendar days, as determined by the Committee in good faith based on medical evidence.
"Effective Date" means the date of the Effective Time (as defined in the Merger Agreement) of the Merger, which is the date upon which this Plan shall become effective. The target estimated closing of the Merger is July through August 2025.
"Eligible Person" means any employee, officer, director, or consultant of the Company or any Subsidiary who is designated by the Committee as eligible to receive Awards under the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. References to any section of the Exchange Act shall include any successor provision thereto and any regulations and guidance promulgated thereunder.
"Exercise Price" means the per-share price at which shares of Common Stock may be purchased upon exercise of an Option, as set forth in the applicable Award Agreement. The Exercise Price shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Grant Date, except as otherwise provided in Section 6.2 with respect to ISOs granted to ten percent (10%) stockholders.
"Fair Market Value" means, as of any date of determination, the fair market value of a share of Common Stock, determined in good faith by the Committee. Prior to an IPO, Fair Market Value shall be determined by reference to (a) the most recent valuation report prepared by a qualified independent appraiser engaged by the Company or the Committee, (b) the per-share price established in the most recent arm's-length transaction involving the Common Stock, or (c) such other methodology as the Committee determines in good faith to be reasonable and consistent with the requirements of Section 409A (to the extent applicable). As of the Effective Date, the Fair Market Value of a share of Common Stock shall be $20.00, which is the per-share merger consideration payable in the Merger.
"Good Reason" means, with respect to a Participant, such term as defined in the Participant's applicable Award Agreement or employment agreement with the Company or any Subsidiary. For the avoidance of doubt, the definitions of "Good Reason" applicable to Dr. Stefan Kessler (Chief Executive Officer) and Annelise Gruber (Chief Financial Officer) shall be as set forth in their respective employment agreements with the Company or Luminex Systems AG, as in effect from time to time.
"Grant Date" means the date on which an Award is granted by the Committee, as specified in the applicable Award Agreement. The Grant Date shall not be earlier than the date on which the Committee takes action to approve the Award.
"Hurdle Amount" has the meaning set forth in Section 8.2 of this Plan.
"Incentive Stock Option" or "ISO" means an Option that is designated in the applicable Award Agreement as an incentive stock option and that is intended to qualify as such under Section 422 of the Code.
"IPO" means the initial public offering of equity securities of the Company (or any successor entity) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act").
"Nonqualified Stock Option" or "NSO" means an Option that is not designated as an Incentive Stock Option, or that otherwise does not meet the requirements of Section 422 of the Code.
"Option" means a right granted under Article VI of this Plan to purchase a specified number of shares of Common Stock at a specified Exercise Price, subject to the terms and conditions of the Plan and the applicable Award Agreement.
"Participant" means any Eligible Person to whom an Award has been granted under the Plan, so long as such Award remains outstanding (whether vested or unvested).
"Performance Goals" means one or more performance criteria established by the Committee in connection with any Award, which may include, without limitation, any one or more of the following metrics (measured on an absolute or relative basis, and determined at the Company, Subsidiary, business unit, or individual level): (a) revenue; (b) Adjusted EBITDA (for reference, the 2024 baseline Adjusted EBITDA is $121,800,000 at a 25.0% margin on $487,000,000 of revenue); (c) annual recurring revenue ("ARR") growth; (d) customer retention rate; (e) EBITDA margin; (f) free cash flow; (g) total shareholder return; (h) net income; (i) earnings per share; (j) return on invested capital; (k) return on equity; (l) operating income; (m) customer acquisition cost; (n) net revenue retention; (o) any combination of the foregoing; or (p) such other objective or subjective criteria as the Committee shall determine. The Committee shall have discretion to adjust Performance Goals to account for extraordinary items, acquisitions, divestitures, changes in accounting standards, or other events, as it deems appropriate.
"Person" means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or any other entity.
"Plan" means this Ardent Apex Holdings Inc. 2025 Management Equity Incentive Plan, as it may be amended, restated, or otherwise modified from time to time.
"Profits Interest" means a Class B interest in the Company (or any intermediate holding entity) structured as a "profits interest" for United States federal income tax purposes to the extent that the Company (or such intermediate holding entity) is treated as a partnership for such purposes, or, to the extent that the Company is treated as a corporation for United States federal income tax purposes, an analogous equity-based Award (such as a Class B Common Stock interest or Class B Unit) with a participation threshold (the Hurdle Amount) above which the holder participates in the appreciation in value of the Company, granted under Article VIII of this Plan.
"Restricted Stock Unit" or "RSU" means a right granted under Article VII of this Plan to receive one share of Common Stock (or, at the election of the Committee, a cash amount equal to the Fair Market Value of one share of Common Stock) upon the satisfaction of the applicable vesting conditions.
"Rollover Agreement" means the Rollover and Contribution Agreement entered into in connection with the Merger, pursuant to which certain management participants contribute a portion of their equity in Luminex Systems Holdings Inc. in exchange for equity of the Company.
"Rollover Equity" means equity of the Company received by management Participants pursuant to the Rollover Agreement in exchange for their equity in Luminex Systems Holdings Inc. Rollover Equity is separate from and in addition to Awards granted under this Plan.
"Section 409A" means Section 409A of the Code and the Treasury Regulations and other guidance promulgated thereunder, as amended from time to time.
"Securities Act" means the Securities Act of 1933, as amended from time to time.
"Stockholders Agreement" means the Stockholders Agreement of Ardent Apex Holdings Inc., entered into at or about the Effective Date, among the Company, Ardent Capital Partners III LP, and the other equity holders party thereto, as amended, restated, supplemented, or otherwise modified from time to time.
"Subsidiary" means (a) Luminex Systems Holdings Inc. (the surviving corporation in the Merger; EIN: 86-2547193), (b) Luminex Systems AG (Bahnhofstrasse 71, 8001 Zürich, Switzerland; Commercial Register No. CHE-284.391.057), (c) Luminex Systems Inc. (EIN: 86-2547210), (d) Luminex Systems UK Ltd. (14 Broadwick Street, London W1F 8HN; Company No. 12847362), (e) Luminex Systems GmbH (Leopoldstrasse 120, 80802 Munich, Germany; HRB No. 247891), (f) Luminex Systems Pte. Ltd. (8 Marina Boulevard, #36-01, Singapore 018981; UEN: 201924781K), and (g) any other entity in which the Company holds, directly or indirectly, an equity interest of fifty percent (50%) or more, or which is otherwise required to be consolidated with the Company under applicable accounting standards.
"Termination of Service" means the cessation of the Participant's employment or service relationship with the Company and all Subsidiaries, whether by reason of resignation, termination by the Company or a Subsidiary, death, Disability, or otherwise. For purposes of the Plan: (a) a transfer of employment or service between the Company and any Subsidiary, or between Subsidiaries, shall not constitute a Termination of Service; (b) a leave of absence approved in writing by the Company (or the applicable Subsidiary) shall not constitute a Termination of Service during the period of such leave, unless otherwise required by applicable law or determined by the Committee; and (c) a Termination of Service shall be deemed to occur on the date on which the Participant ceases to provide services to the Company and all Subsidiaries (regardless of any notice period or garden leave required under applicable law), subject to such modifications as may be required to comply with Section 409A.
"Vesting Commencement Date" means, with respect to an Award, the date specified in the applicable Award Agreement as the date on which vesting commences, or, if no such date is specified, the Grant Date.
ARTICLE III — ADMINISTRATION
Section 3.1 — Committee Authority
The Plan shall be administered by the Committee. Subject to the terms and conditions of the Plan, the Committee shall have full and exclusive authority, discretion, and power to:
(a) select the Eligible Persons to whom Awards shall be granted;
(b) determine the type or types of Awards to be granted to each Participant;
(c) determine the number of shares of Common Stock, units, or other rights subject to each Award;
(d) determine the terms, conditions, restrictions, and limitations applicable to each Award, including, without limitation, the Exercise Price (for Options), the Hurdle Amount (for Profits Interests), the vesting schedule, the Performance Goals (if any), the expiration date, and the form and timing of settlement;
(e) interpret and construe the Plan and any Award Agreement, and resolve any ambiguity, inconsistency, or omission in the terms of the Plan or any Award Agreement;
(f) establish, amend, suspend, or waive such rules, regulations, guidelines, and procedures as it deems necessary or appropriate for the proper administration of the Plan;
(g) determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered;
(h) delegate ministerial and administrative duties to one or more officers or employees of the Company, as further provided in Section 3.2;
(i) appoint or retain agents, counsel, accountants, consultants, and other advisors to assist in the administration of the Plan;
(j) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent it deems desirable to carry the Plan into effect; and
(k) make all other determinations, take all other actions, and exercise all other powers and authority necessary or advisable for the administration of the Plan.
All decisions, determinations, and interpretations of the Committee shall be final, conclusive, and binding on all Persons, including the Company, its Subsidiaries, each Participant, and each Participant's beneficiaries, heirs, and legal representatives.
The investment committee members of Ardent Capital Partners III LP (Ted Hargrove, Victoria Langford, Marcus Ellison, Priya Chandrasekaran, and David Ng) may serve as members of the Board or the Committee, or may serve in an advisory capacity to the Committee with respect to the administration of the Plan, in each case as determined by the Board.
Section 3.2 — Delegation
To the extent permitted by applicable law and the Company's organizational documents, the Committee may delegate to one or more officers of the Company (including, without limitation, Dr. Stefan Kessler, as Chief Executive Officer) the authority to grant Awards to Eligible Persons who are not executive officers or directors of the Company (within the meaning of Section 16 of the Exchange Act), and to determine the terms and conditions of such Awards; provided, that any such delegation shall be subject to such aggregate limits on the number of shares, the types of Awards, and such other guidelines and restrictions as the Committee shall establish from time to time. Any Awards granted pursuant to such delegation shall be reported to the Committee at its next regularly scheduled meeting following the date of grant.
For the avoidance of doubt, the Committee shall retain exclusive authority over the grant of Awards to all executive officers and directors of the Company, including Dr. Stefan Kessler, Annelise Gruber, and Dr. Markus Vogt.
Section 3.3 — Indemnification
Each member of the Committee, and each member of the Board who acts in connection with the administration of the Plan, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including reasonable attorneys' fees) that may be imposed upon or incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which such member may be a party or in which such member may be involved by reason of any action taken or failure to act under the Plan, to the fullest extent permitted by law and the Company's certificate of incorporation and bylaws. The foregoing indemnification shall be in addition to any other rights of indemnification to which such members may be entitled under the Company's organizational documents, any agreement, any vote of stockholders or disinterested directors, insurance policy, or otherwise.
ARTICLE IV — SHARES SUBJECT TO THE PLAN
Section 4.1 — Share Pool
Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Common Stock that may be issued or delivered pursuant to Awards granted under the Plan shall be fourteen million (14,000,000) shares, representing ten percent (10%) of the one hundred forty million (140,000,000) fully diluted shares of the Company outstanding immediately following the Effective Time.
Shares of Common Stock issued or delivered under the Plan may be authorized but unissued shares, treasury shares held by the Company, or shares purchased by the Company on the open market or otherwise for purposes of the Plan.
The share pool established under this Section 4.1 is separate from and in addition to the Rollover Equity held by management Participants pursuant to the Rollover Agreement. For informational purposes, the total management rollover under the Rollover Agreement is $405,020,000, comprising the following principal components: (i) Dr. Stefan Kessler — $142,800,000 (representing a rollover of approximately 60% of his existing 8.5% equity stake); (ii) Annelise Gruber — $58,800,000 (representing a rollover of approximately 50% of her existing 4.2% equity stake); (iii) Dr. Markus Vogt — $58,520,000 (representing a rollover of approximately 55% of his existing 3.8% equity stake); and (iv) other management and employees — $144,900,000 in the aggregate. The terms and conditions governing Rollover Equity are set forth in the Rollover Agreement and the Stockholders Agreement and are not governed by this Plan.
Section 4.2 — Share Counting
The following rules shall apply for purposes of determining the number of shares of Common Stock available for issuance under the Plan:
(a) Expired, Forfeited, or Cancelled Awards. If any Award (or portion thereof) expires, is forfeited, is cancelled, or is terminated without the full exercise or settlement of such Award, the shares of Common Stock subject to such expired, forfeited, cancelled, or terminated Award (or portion thereof) shall again become available for issuance under the Plan.
(b) Shares Withheld for Taxes or Exercise Price. Shares of Common Stock that are withheld by the Company or tendered by a Participant (by either actual delivery or attestation) to satisfy tax withholding obligations arising in connection with the exercise, vesting, or settlement of an Award, or that are withheld by the Company or tendered by a Participant to pay the Exercise Price of an Option, shall not again become available for issuance under the Plan.
(c) Cash-Settled Awards. Awards that, by their terms, may be settled only in cash shall not count against the share pool under this Section 4.1. To the extent that an Award is settled in cash in lieu of shares of Common Stock, the shares of Common Stock that would otherwise have been delivered in settlement of such Award shall again become available for issuance under the Plan.
(d) Substitute Awards. Shares of Common Stock issued in connection with Awards that are granted in assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or a Subsidiary shall not count against the share pool under Section 4.1.
Section 4.3 — Adjustments
In the event of any change in the outstanding shares of Common Stock by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, reorganization, merger, consolidation, split-up, spin-off, exchange of shares, issuance of warrants or rights to purchase shares, or other similar change in the corporate or capital structure of the Company, the Committee shall make such equitable and proportionate adjustments as it deems appropriate and necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Such adjustments may include, without limitation, adjustments to: (i) the maximum aggregate number of shares of Common Stock available for issuance under the Plan as set forth in Section 4.1; (ii) the individual Award limits set forth in Section 4.4; (iii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iv) the Exercise Price of outstanding Options; and (v) the Hurdle Amount applicable to outstanding Profits Interests.
Any such adjustment shall be made by the Committee in its sole discretion, and the Committee's determination shall be final, conclusive, and binding. No adjustment shall be made that would cause an ISO to fail to qualify as such under Section 422 of the Code, unless the Committee determines otherwise. No fractional shares shall be issued as a result of any such adjustment; any fractional share resulting from an adjustment shall be rounded down to the nearest whole share (with appropriate adjustments to the Exercise Price or other terms as necessary).
Section 4.4 — Individual Limits
Subject to adjustment as provided in Section 4.3:
(a) Per-Participant Annual Limit. No single Participant may receive Awards under the Plan covering more than three million five hundred thousand (3,500,000) shares of Common Stock (representing twenty-five percent (25%) of the total share pool) in any single calendar year.
(b) ISO Limit. The maximum aggregate number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options granted under the Plan shall be fourteen million (14,000,000) shares, subject to the requirements of Section 422 of the Code and the regulations promulgated thereunder.
ARTICLE V — ELIGIBILITY
Awards may be granted under the Plan to any Eligible Person, as determined by the Committee in its sole discretion. The Committee's determination of the Eligible Persons who will receive Awards, as well as the type, amount, and terms of each such Award, need not be uniform among Eligible Persons and may be made selectively among Eligible Persons who are in similar positions.
Incentive Stock Options may be granted only to individuals who are employees of the Company or a Subsidiary that is a corporation (within the meaning of Section 424(f) of the Code), including Luminex Systems Holdings Inc. (EIN: 86-2547193), Luminex Systems Inc. (EIN: 86-2547210), and, to the extent such entities qualify as "subsidiary corporations" under Section 424(f), Luminex Systems UK Ltd. No ISO may be granted to a consultant, independent contractor, or non-employee director.
Non-U.S. Participants, including employees of Luminex Systems AG in Switzerland, Luminex Systems GmbH in Germany, Luminex Systems UK Ltd. in the United Kingdom, and Luminex Systems Pte. Ltd. in Singapore, may receive Nonqualified Stock Options, Restricted Stock Units, or Profits Interests under the Plan, subject to Sub-Plans or Appendices adopted by the Committee for non-U.S. jurisdictions pursuant to Article XIV. Awards to non-U.S. Participants shall be subject to such additional or modified terms and conditions as the Committee deems necessary or advisable to comply with the applicable local laws, tax requirements, and regulatory frameworks of the jurisdictions in which such Participants reside or are employed.
Key initial Participants expected to receive Awards under the Plan include, without limitation:
(a) Dr. Stefan Kessler, Chief Executive Officer (employed by Luminex Systems AG), who is an existing 8.5% equity holder of Luminex Systems Holdings Inc. Dr. Kessler is rolling over approximately 60% of his equity ($142,800,000) pursuant to the Rollover Agreement, and is expected to receive additional equity incentive Awards under this Plan in connection with the closing of the Merger.
(b) Annelise Gruber, Chief Financial Officer (employed by Luminex Systems AG), who is an existing 4.2% equity holder of Luminex Systems Holdings Inc. Ms. Gruber is rolling over approximately 50% of her equity ($58,800,000) pursuant to the Rollover Agreement, and is expected to receive additional equity incentive Awards under this Plan.
(c) Dr. Markus Vogt, Chief Technology Officer (employed by Luminex Systems AG), who is an existing 3.8% equity holder of Luminex Systems Holdings Inc. Dr. Vogt is rolling over approximately 55% of his equity ($58,520,000) pursuant to the Rollover Agreement, and is expected to receive additional equity incentive Awards under this Plan.
(d) Other key employees across the global Luminex Systems organization, which employs approximately 4,200 employees worldwide, as selected by the Committee from time to time.
The granting of Awards to any Eligible Person shall not obligate the Committee to grant the same or any other Award to such person at any future time or to grant Awards to any other Eligible Person.
ARTICLE VI — STOCK OPTIONS
Section 6.1 — Grant of Options
The Committee may, from time to time, grant Incentive Stock Options and/or Nonqualified Stock Options to Eligible Persons, subject to the terms and conditions of the Plan and such additional terms, conditions, and restrictions as the Committee may impose. Each Option grant shall be evidenced by an Award Agreement in a form approved by the Committee, which shall specify: (a) the number of shares of Common Stock subject to the Option; (b) the Exercise Price per share; (c) the vesting schedule applicable to the Option; (d) the expiration date of the Option; (e) whether the Option is designated as an ISO or an NSO; and (f) such other terms, conditions, restrictions, and limitations as the Committee shall determine. In the absence of a specific designation in the Award Agreement, an Option shall be treated as a Nonqualified Stock Option.
Section 6.2 — Exercise Price
The Exercise Price per share of Common Stock subject to each Option shall be determined by the Committee at the time of grant and set forth in the applicable Award Agreement; provided, that the Exercise Price shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Grant Date. For any Incentive Stock Option granted to a Participant who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary (a "Ten Percent Stockholder"), the Exercise Price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the Grant Date. As of the Effective Date, the Fair Market Value of a share of Common Stock is $20.00, and accordingly, the Exercise Price for Options granted at the Effective Date shall be not less than $20.00 per share (or $22.00 per share for ISOs granted to Ten Percent Stockholders).
Except as provided in Section 4.3 (equitable adjustments), the Committee shall not, without the approval of the Company's stockholders, (i) reduce the Exercise Price of any outstanding Option, (ii) cancel any outstanding Option in exchange for an Option with a lower Exercise Price, or (iii) cancel any outstanding Option that has an Exercise Price greater than the then-current Fair Market Value in exchange for cash or another Award.
Section 6.3 — Vesting
Each Option shall vest and become exercisable in accordance with the vesting schedule set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, the default vesting schedule for Options shall be as follows:
(a) Twenty-five percent (25%) of the shares subject to the Option shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; and
(b) The remaining seventy-five percent (75%) of the shares subject to the Option shall vest and become exercisable in twelve (12) equal quarterly installments on each subsequent quarterly anniversary of the Vesting Commencement Date, such that the Option shall be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
The Committee may establish performance-based vesting conditions for any Option, which may require the achievement of one or more Performance Goals as a condition to the vesting of all or a portion of the Option. Performance Goals may include, without limitation, metrics related to revenue growth, Adjusted EBITDA, ARR growth, EBITDA margin, free cash flow, customer retention, or other criteria as the Committee determines to be appropriate.
Accelerated Vesting upon Change of Control. Unless otherwise provided in the applicable Award Agreement, if a Participant's employment or service is terminated by the Company or a Subsidiary without Cause, or by the Participant for Good Reason, in either case within twelve (12) months following the consummation of a Change of Control, then one hundred percent (100%) of the Participant's then-unvested Options shall immediately vest and become exercisable (a "double-trigger" acceleration). Except as provided in this Section 6.3 and in Article XII, no accelerated vesting shall apply upon a Change of Control alone.
Section 6.4 — Term of Options
Each Option shall expire on the date specified in the applicable Award Agreement; provided, that in no event shall any Option be exercisable after the expiration of ten (10) years from the Grant Date. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the Option shall expire no later than five (5) years from the Grant Date. Each Option shall expire upon the earlier of (a) the expiration date specified in the Award Agreement and (b) the last day of the applicable post-termination exercise period as set forth in Section 9.6 of this Plan or the Award Agreement.
Section 6.5 — Exercise of Options
An Option may be exercised, in whole or in part (but only as to whole shares), by delivering to the Company a written or electronic notice of exercise in a form prescribed by the Committee, specifying the number of shares of Common Stock with respect to which the Option is being exercised, accompanied by full payment of the aggregate Exercise Price for such shares and any applicable tax withholding amounts. Payment of the Exercise Price may be made by any one or more of the following methods, as determined by the Committee and set forth in the applicable Award Agreement:
(a) cash or its equivalent (including personal check, wire transfer, or other form of payment acceptable to the Committee);
(b) delivery (by either actual delivery or attestation) of shares of Common Stock already owned by the Participant, having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price;
(c) a "cashless" or broker-assisted exercise, pursuant to which the Participant delivers irrevocable instructions to a broker-dealer to sell a sufficient number of shares to pay the Exercise Price and any applicable tax withholding and to remit the proceeds to the Company;
(d) a "net exercise" (for Nonqualified Stock Options only), whereby the Company reduces the number of shares otherwise deliverable to the Participant upon exercise by the number of shares having a Fair Market Value equal to the aggregate Exercise Price; or
(e) such other method of payment as the Committee may approve in its discretion, consistent with applicable law.
No fractional shares of Common Stock shall be issued upon the exercise of an Option. In lieu of any fractional share, the Committee may provide for a cash payment equal to the Fair Market Value of such fractional share, or may round down to the nearest whole share.
Section 6.6 — ISO-Specific Provisions
The following provisions shall apply to Incentive Stock Options granted under the Plan, in addition to the other terms and conditions set forth in this Article VI:
(a) $100,000 Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the Grant Date) with respect to which ISOs first become exercisable by a Participant in any calendar year under the Plan and all other plans of the Company and its Subsidiaries shall not exceed $100,000. To the extent that the aggregate Fair Market Value of shares with respect to which ISOs first become exercisable exceeds $100,000, such excess shall be treated as Nonqualified Stock Options.
(b) Grant Period. No ISO shall be granted under the Plan after the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board and (ii) the date the Plan is approved by the stockholders of the Company.
(c) Compliance with Section 422. ISOs shall be subject to all other requirements of Section 422 of the Code and the regulations and guidance promulgated thereunder, as in effect from time to time. If any provision of the Plan or an Award Agreement would cause an ISO to fail to meet the requirements of Section 422, such provision shall be interpreted or modified to the extent necessary to maintain compliance, unless the Committee determines otherwise, in which case such Option shall be treated as an NSO.
(d) Disqualifying Dispositions. A Participant who disposes of shares acquired upon the exercise of an ISO within two (2) years from the Grant Date or one (1) year from the date of exercise (a "disqualifying disposition") shall promptly notify the Company in writing of such disposition.
ARTICLE VII — RESTRICTED STOCK UNITS
Section 7.1 — Grant of RSUs
The Committee may, from time to time, grant Restricted Stock Units to Eligible Persons, subject to the terms and conditions of the Plan and such additional terms, conditions, and restrictions as the Committee may impose. Each RSU represents a contingent right to receive one (1) share of Common Stock (or, at the election of the Committee, a cash amount equal to the Fair Market Value of one share of Common Stock on the applicable settlement date) upon the satisfaction of the vesting conditions applicable to such RSU. Each RSU grant shall be evidenced by an Award Agreement in a form approved by the Committee, specifying: (a) the number of RSUs granted; (b) the vesting schedule applicable to the RSUs; (c) the form and timing of settlement; (d) whether dividend equivalent rights are granted in connection with the RSUs; and (e) such other terms, conditions, restrictions, and limitations as the Committee shall determine.
RSUs shall not entitle the Participant to any rights of a stockholder of the Company with respect to the shares underlying the RSUs until such shares are actually issued and delivered to the Participant upon settlement of the RSUs.
Section 7.2 — Vesting
Each RSU shall vest in accordance with the vesting schedule set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, the default vesting schedule for RSUs shall be twenty-five percent (25%) per year over four (4) years from the Vesting Commencement Date, with vesting occurring on each anniversary of the Vesting Commencement Date (or ratably in quarterly or other periodic installments, as specified in the Award Agreement).
The Committee may establish time-based, performance-based, or combined time-based and performance-based vesting conditions for any RSU Award. Performance-based vesting conditions may require the achievement of one or more Performance Goals established by the Committee.
Accelerated Vesting upon Change of Control. Unless otherwise provided in the applicable Award Agreement, if a Participant's employment or service is terminated by the Company or a Subsidiary without Cause, or by the Participant for Good Reason, in either case within twelve (12) months following the consummation of a Change of Control, then one hundred percent (100%) of the Participant's then-unvested RSUs shall immediately vest (a "double-trigger" acceleration), consistent with the provisions of Section 6.3 and Article XII of this Plan.
Section 7.3 — Settlement
Vested RSUs shall be settled by the Company within sixty (60) days following the applicable vesting date (or, if earlier, within such shorter period as may be required to comply with the short-term deferral exemption under Section 409A). Settlement shall be made, at the election of the Committee, in the form of (a) shares of Common Stock (one share per RSU), (b) cash equal to the Fair Market Value of one share of Common Stock per RSU on the settlement date, or (c) a combination of shares and cash.
The Committee may, in its discretion, grant dividend equivalent rights in connection with RSU Awards, entitling the Participant to receive amounts equal to the dividends that would have been paid on the shares underlying the RSUs had such shares been outstanding during the period from the Grant Date through the settlement date. Dividend equivalent rights, if granted, shall accumulate and be paid only upon settlement of the related RSUs and shall be subject to the same vesting conditions as the underlying RSUs. No dividend equivalent rights shall be paid with respect to RSUs that are forfeited prior to settlement.
Section 7.4 — Forfeiture
Except as otherwise provided in the applicable Award Agreement, any employment agreement between the Participant and the Company or a Subsidiary, or the termination provisions set forth in Section 9.6 of this Plan, all unvested RSUs shall be immediately and automatically forfeited, without consideration, upon the Participant's Termination of Service. Vested but unsettled RSUs shall remain outstanding and shall be settled in accordance with Section 7.3.
ARTICLE VIII — PROFITS INTERESTS
Section 8.1 — Grant of Profits Interests
The Committee may, from time to time, grant Profits Interests to Eligible Persons, subject to the terms and conditions of the Plan and such additional terms, conditions, and restrictions as the Committee may impose. Each Profits Interest grant shall be evidenced by an Award Agreement in a form approved by the Committee.
To the extent that the Company (or any intermediate holding entity through which Awards are issued) is classified as a partnership for United States federal income tax purposes for any period, Profits Interests shall be structured so as to constitute "profits interests" within the meaning of Revenue Procedure 93-27 (1993-2 C.B. 343) and Revenue Procedure 2001-43 (2001-2 C.B. 191). Under such structure, the holder of a Profits Interest would participate only in the future appreciation in value of the Company (or such intermediate entity) above the applicable Hurdle Amount and would not be treated as receiving a capital interest in exchange for services.
If the Company is classified as a corporation for United States federal income tax purposes (as is expected for Ardent Apex Holdings Inc., a Delaware corporation), Profits Interests granted under this Article VIII shall be structured as a separate class of equity, such as Class B Common Stock or Class B Units, with a participation threshold (the "Hurdle Amount") above which the holder participates in the appreciation in value of the Company. Awards granted under such structure are designed to provide an economic profile analogous to that of a stock option, without requiring the Participant to pay an Exercise Price at the time of exercise, as the holder participates only in value above the Hurdle Amount.
Section 8.2 — Hurdle Amount
Each Profits Interest shall have a Hurdle Amount established by the Committee as of the Grant Date. The Hurdle Amount shall be equal to the aggregate Fair Market Value of the Company's equity as of the Grant Date, allocated on a per-unit basis among all outstanding and reserved equity interests. The holder of a Profits Interest shall participate only in the value of the Company's equity in excess of the Hurdle Amount applicable to such Profits Interest, effectively providing the holder with an economic interest in the appreciation of the Company above the Hurdle Amount.
The Committee shall determine the method for calculating the Hurdle Amount in a manner consistent with (a) the applicable Revenue Procedures (if the Company or an intermediate entity is treated as a partnership), (b) Section 409A (to the extent applicable), and (c) such other tax and legal requirements as the Committee deems relevant.
Section 8.3 — Vesting
Profits Interests shall vest in accordance with the vesting schedule set forth in the applicable Award Agreement, which may include time-based vesting, performance-based vesting, or a combination thereof. Unless otherwise specified in the Award Agreement, the default vesting schedule for Profits Interests shall be the same as for Options and RSUs: twenty-five percent (25%) per year over four (4) years from the Vesting Commencement Date.
Accelerated Vesting upon Change of Control. Unless otherwise provided in the applicable Award Agreement, the double-trigger acceleration provisions set forth in Section 6.3 and Article XII shall apply to Profits Interests.
Section 8.4 — Tax Treatment
The intended tax treatment of Profits Interests shall depend on the classification of the issuing entity for United States federal income tax purposes:
(a) Partnership Classification. If the Company (or any intermediate holding entity through which Profits Interests are issued) is classified as a partnership for United States federal income tax purposes, Profits Interests are intended to be treated as partnership interests that satisfy the safe harbor under Revenue Procedure 93-27, with no income recognized by the Participant at the time of grant, provided that the Hurdle Amount is set at or above the Fair Market Value of the issuing entity's equity as of the Grant Date, the Profits Interest is not a substantially certain and predictable stream of income, the Profits Interest is not disposed of within two years of grant, and the Profits Interest does not relate to a substantially certain and predictable stream of income.
(b) Corporation Classification. If the Company is classified as a corporation for United States federal income tax purposes (as expected for Ardent Apex Holdings Inc.), Awards granted under this Article VIII shall be treated as equity compensation subject to Section 409A, Section 83, or other applicable provisions of the Code, as determined by the Committee and its tax advisors.
(c) Section 83(b) Elections. Participants who receive Profits Interests (or restricted stock or other property subject to a substantial risk of forfeiture) may, at their sole discretion and initiative, file an election under Section 83(b) of the Code within thirty (30) calendar days following the Grant Date. The Company shall provide the Participant with information regarding the availability of a Section 83(b) election, but the Company shall not be responsible for the filing of such election, for monitoring compliance with the thirty-day filing deadline, or for any tax consequences arising from the Participant's election or failure to make such election.
Each Participant is strongly encouraged to consult with the Participant's own tax advisor regarding the tax treatment of Profits Interests and the advisability of filing a Section 83(b) election.
Section 8.5 — Distributions
Holders of vested Profits Interests shall be entitled to receive distributions in respect of such Profits Interests if, as, and when declared by the Board, on the same basis as other equity holders of the same class, subject to the Hurdle Amount. No distribution shall be payable to the holder of a Profits Interest with respect to the portion of the Company's equity value that does not exceed the Hurdle Amount applicable to such Profits Interest.
All distributions in respect of Profits Interests shall be subject to: (a) the terms and conditions of the Stockholders Agreement of Ardent Apex Holdings Inc., including any distribution waterfall, priority, or preference provisions; (b) any restrictions imposed by the Company's Senior Secured Credit Facility (Stonebridge Credit Partners LLC, as administrative agent; Term Loan B of $1,200,000,000) and any related intercreditor or subordination arrangements; and (c) applicable withholding requirements under federal, state, local, and foreign tax laws.
ARTICLE IX — GENERAL AWARD TERMS
Section 9.1 — Award Agreements
Each Award granted under the Plan shall be evidenced by an Award Agreement between the Company and the Participant, in a form approved by the Committee. The Award Agreement shall set forth the terms and conditions of the Award, including the type of Award, the number of shares or units subject to the Award, the Exercise Price or Hurdle Amount (as applicable), the vesting schedule, the expiration date (for Options), the form and timing of settlement (for RSUs), the distribution rights (for Profits Interests), and such other terms and conditions as the Committee shall determine. The Award Agreement may incorporate the terms of this Plan by reference and shall be subject to and consistent with the terms and conditions of this Plan in all respects.
Award Agreements for key executives of the Company, including Dr. Stefan Kessler (Chief Executive Officer), Annelise Gruber (Chief Financial Officer), and Dr. Markus Vogt (Chief Technology Officer), shall be consistent with the terms of their respective employment agreements with the Company or the applicable Subsidiary and with the terms of their respective Rollover Agreements, to the extent applicable.
Section 9.2 — Non-Transferability
Except as otherwise provided in this Section 9.2, no Award (or any interest therein) granted under the Plan shall be assignable or transferable by the Participant, other than by will or the laws of descent and distribution, and each Award shall be exercisable or settled only by the Participant during the Participant's lifetime (or, following the Participant's death, by the Participant's estate, designated beneficiary, or legal representative).
Notwithstanding the foregoing, the Committee may, in its discretion and subject to such terms and conditions as it may prescribe, permit a Participant to transfer an Award (other than an ISO) to one or more members of the Participant's immediate family, to a trust established for the benefit of the Participant or one or more members of the Participant's immediate family, to a family limited partnership or limited liability company, or to a charitable organization described in Section 501(c)(3) of the Code. Any such transfer shall be subject to applicable securities laws and shall not be effective until the Participant has provided written notice to the Company. No Award shall be transferable for value or consideration without the prior written consent of the Committee.
Section 9.3 — No Rights as Stockholder
No Participant shall have any rights as a stockholder of the Company with respect to shares of Common Stock subject to an Award (including the right to vote or to receive dividends or other distributions) until such shares are actually issued, recorded in the Company's stock register (or in a book-entry account), and delivered to the Participant. No adjustment shall be made for dividends or other distributions for which the record date occurs prior to the date the shares are so issued, except as expressly provided in this Plan or the applicable Award Agreement.
Notwithstanding the foregoing, dividend equivalent rights may be granted in connection with RSU Awards as provided in Section 7.3, in which case such rights shall be subject to the terms and conditions set forth in the applicable Award Agreement.
Section 9.4 — Restrictive Covenants
As a material condition to the grant and receipt of any Award under the Plan, and as additional consideration for the grant thereof, each Participant shall be bound by the following restrictive covenants, as set forth in the applicable Award Agreement, the Participant's employment agreement with the Company or a Subsidiary, or a separate restrictive covenant agreement:
(a) Non-Competition. During the Participant's employment or service with the Company or any Subsidiary, and for a period of (i) twenty-four (24) months following Termination of Service in the case of senior executives (including, without limitation, the Chief Executive Officer, Chief Financial Officer, and Chief Technology Officer) and (ii) twelve (12) months following Termination of Service in the case of all other Participants, the Participant shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, participate in, consult with, or be connected in any manner with any business that is competitive with the business of the Company or any Subsidiary in any geographic area in which the Company or any Subsidiary conducts or has conducted material business operations, without the prior written consent of the Committee.
(b) Non-Solicitation of Employees. During the Participant's employment or service with the Company or any Subsidiary, and for a period of twenty-four (24) months following Termination of Service, the Participant shall not, directly or indirectly, solicit, recruit, hire, or attempt to solicit, recruit, or hire any employee, contractor, or consultant of the Company or any Subsidiary, or induce or encourage any such individual to terminate or modify his or her employment or engagement with the Company or any Subsidiary.
(c) Non-Solicitation of Customers. During the Participant's employment or service with the Company or any Subsidiary, and for a period of twenty-four (24) months following Termination of Service, the Participant shall not, directly or indirectly, solicit, contact, or transact business with any customer, client, or prospective customer of the Company or any Subsidiary for the purpose of providing products or services that are competitive with those offered by the Company or any Subsidiary.
(d) Confidentiality. At all times during and after the Participant's employment or service, the Participant shall maintain in strict confidence and shall not use, disclose, or disseminate any confidential or proprietary information of the Company or any Subsidiary, except as required in the performance of the Participant's duties or as required by law, regulation, or legal process.
(e) Non-Disparagement. The Participant shall not, at any time during or after employment or service, make any disparaging, defamatory, or derogatory statements (whether written, oral, or electronic) about the Company, any Subsidiary, their respective officers, directors, employees, agents, investors, equity holders, or affiliates.
Remedies for Violation. In the event that a Participant violates any of the foregoing restrictive covenants, the following remedies shall apply: (i) all unvested Awards held by the Participant shall be immediately and automatically forfeited, without consideration; (ii) the Company shall be entitled to recover from the Participant any gains realized by the Participant from the exercise, settlement, or vesting of any Awards within the twenty-four (24) month period preceding the date of the violation (a "clawback"); and (iii) the Company shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity, without the requirement of posting bond or other security. The Participant acknowledges that a breach of the restrictive covenants would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy.
Section 9.5 — Clawback
All Awards granted under the Plan, and all shares of Common Stock, cash, and other property acquired in respect of Awards, shall be subject to any clawback, recoupment, forfeiture, or recovery policy that may be adopted by the Company from time to time, or that may be required by applicable law, regulation, or stock exchange listing requirements (including, without limitation, any policy adopted in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules of any securities exchange on which the Company's securities may be listed following an IPO). By accepting an Award, each Participant agrees to be bound by any such policy, as it may be in effect from time to time.
Section 9.6 — Forfeiture upon Termination
Unless otherwise provided in the applicable Award Agreement or the Participant's employment agreement with the Company or a Subsidiary, the following provisions shall apply upon a Participant's Termination of Service:
(a) Termination for Cause. Upon a Termination of Service for Cause, all Awards held by the Participant (whether vested or unvested) shall be immediately and automatically forfeited, without consideration. All vested but unexercised Options shall expire immediately upon such termination, and the Participant shall have no further rights with respect to any Award. In addition, the Company shall be entitled to exercise any clawback rights set forth in Section 9.4 or Section 9.5.
(b) Voluntary Resignation (without Good Reason). Upon a Termination of Service by the Participant's voluntary resignation without Good Reason, all unvested Awards shall be immediately and automatically forfeited, without consideration. Vested Options shall remain exercisable for a period of ninety (90) days following the date of Termination of Service, but not beyond the original expiration date of the Option.
(c) Termination without Cause or for Good Reason (Absent a Change of Control). Upon a Termination of Service by the Company or a Subsidiary without Cause,

ARDENT APEX HOLDINGS INC.

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