1001-00004 · Ardent Capital Partners · Rollover & Equity

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ROLLOVER AGREEMENT

Form of Rollover Agreement for Management Participants

by and among

ARDENT APEX HOLDINGS INC.

ARDENT CAPITAL PARTNERS III LP

and

THE ROLLOVER PARTICIPANT IDENTIFIED ON THE SIGNATURE PAGE HERETO

Dated as of [●], 2025

This Rollover Agreement is entered into in connection with the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.

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ROLLOVER AGREEMENT

This ROLLOVER AGREEMENT (this "Agreement"), dated as of [●], 2025 (the "Execution Date"), is entered into by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Capital Partners III LP, a Delaware limited partnership ("Buyer"), and the individual identified on the signature page hereto (the "Rollover Participant"). Parent, Buyer, and the Rollover Participant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Parent, Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as it may be amended, supplemented, or modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, in accordance with a reverse triangular merger structure under the General Corporation Law of the State of Delaware (the "DGCL");

WHEREAS, the Rollover Participant is the record and beneficial owner of shares of common stock, par value $0.001 per share, of the Company ("Company Shares") and/or options, restricted stock units, or other equity-based awards convertible into or exercisable for Company Shares granted under the Company's equity incentive plans;

WHEREAS, in connection with and conditioned upon the consummation of the Merger, the Rollover Participant desires to contribute a portion of his or her Company equity (the "Rollover Shares") to Parent in exchange for newly issued shares of common stock of Parent ("Parent Shares"), rather than receiving the per-share merger consideration of $20.00 per Company Share (the "Per-Share Merger Consideration") for such Rollover Shares, all on the terms and subject to the conditions set forth herein;

WHEREAS, Ardent Capital Partners III LP, as the indirect controlling stockholder of Parent, has agreed to cause Parent to accept such contribution and to issue Parent Shares to the Rollover Participant in exchange therefor, on the terms and subject to the conditions set forth herein;

WHEREAS, this Agreement is being entered into as a condition to, and as an inducement for, Buyer's willingness to enter into and consummate the transactions contemplated by the Merger Agreement, and Buyer would not have entered into the Merger Agreement but for the Rollover Participant's agreement to contribute the Rollover Shares on the terms set forth herein; and

WHEREAS, the aggregate merger consideration payable in respect of all outstanding Company Shares is $2,800,000,000 on a fully diluted basis (representing 140,000,000 shares of Company common stock at the Per-Share Merger Consideration of $20.00 per share), and certain members of the Company's management team and certain other employee stockholders of the Company are electing to roll over a portion of their equity interests in the Company into equity interests in Parent rather than receive the cash merger consideration for such rolled-over portion, with the aggregate amount of such management rollover equity anticipated to be approximately $405,020,000.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions.

As used in this Agreement, the following terms shall have the following meanings:

"Agreement" means this Rollover Agreement, including all Schedules and Exhibits hereto, as it may be amended, supplemented, or modified from time to time in accordance with Section 9.3.

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

"Closing" means the closing of the Merger pursuant to the Merger Agreement.

"Closing Date" means the date on which the Closing occurs.

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

"Company" means Luminex Systems Holdings Inc., a Delaware corporation.

"Company Shares" means shares of common stock, par value $0.001 per share, of the Company.

"Effective Time" means the effective time of the Merger as defined in Section 1.2 of the Merger Agreement.

"Exchange Ratio" means the ratio used to convert each Rollover Share contributed to Parent into Parent Shares, as set forth in Exhibit A hereto, which ratio shall be determined so that each Rollover Share contributed is valued at $20.00 per share, equal to the Per-Share Merger Consideration.

"Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency, authority, bureau, commission, department, regulatory body, or instrumentality of any such government or political subdivision, or any court, tribunal, or arbitral body of competent jurisdiction.

"Lien" means any lien, pledge, security interest, mortgage, charge, hypothecation, easement, encumbrance, option, right of first refusal, preemptive right, community property interest, equitable interest, or other restriction or limitation of any kind or nature whatsoever.

"Merger" means the merger of Merger Sub with and into the Company pursuant to the Merger Agreement, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Parent, Merger Sub, and the Company, as it may be amended, supplemented, or modified from time to time in accordance with its terms.

"Merger Sub" means Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent.

"Net Exercise Shares" means the Company Shares received by the Rollover Participant upon the net exercise of Rollover Options in accordance with Section 2.4 hereof.

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

"Parent Shares" means shares of common stock of Parent issued to the Rollover Participant in exchange for Rollover Shares pursuant to this Agreement.

"Per-Share Merger Consideration" means $20.00 per share in cash, without interest and subject to applicable withholding.

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

"Retained Shares" means Company Shares held by the Rollover Participant that are not Rollover Shares and that will be converted into the right to receive the Per-Share Merger Consideration in the Merger in accordance with the terms and conditions of the Merger Agreement.

"Rollover Amount" means the aggregate dollar value of the Rollover Shares contributed by the Rollover Participant to Parent, calculated as the number of Rollover Shares multiplied by $20.00, as set forth on Schedule I hereto.

"Rollover Options" means options to purchase Company Shares that the Rollover Participant has elected to exercise and contribute to Parent (net of the applicable exercise price) in connection with the transactions contemplated by this Agreement, as set forth on Schedule I hereto.

"Rollover Participants" means, collectively, the Rollover Participant and the other members of management and employee stockholders of the Company who have entered into rollover agreements with Parent and Buyer in connection with the Merger, each on terms substantially similar to this Agreement.

"Rollover Shares" means the number of Company Shares (including Net Exercise Shares) to be contributed by the Rollover Participant to Parent as set forth on Schedule I hereto.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

"Stockholders Agreement" means the Stockholders Agreement of Parent to be entered into at or prior to the Closing among Buyer, Parent, the Rollover Participants, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, substantially in the form attached hereto as Exhibit B.

"Tax" or "Taxes" means any and all federal, state, local, or foreign taxes of any kind (including, without limitation, income, gross receipts, franchise, excise, stamp, property, ad valorem, sales, use, employment, social security, payroll, withholding, alternative minimum, and value added taxes), together with any and all interest, penalties, additions to tax, and additional amounts imposed with respect thereto by any Governmental Authority.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Treasury Regulations" means the United States Treasury Regulations promulgated under the Code.

Section 1.2 — Interpretation.

(a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement, unless otherwise specified; (v) the word "including" means "including, without limitation"; (vi) the word "or" shall be disjunctive but not exclusive; and (vii) the phrase "to the extent" means "the degree to which" (and not simply "if").

(b) Unless otherwise specified, all references in this Agreement to dollar amounts are references to the lawful currency of the United States of America.

(c) Any capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement.

(d) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(e) This Agreement shall be construed without regard to any presumption or rule of construction requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The Parties acknowledge that each Party and its counsel has reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE II — CONTRIBUTION AND EXCHANGE

Section 2.1 — Rollover Contribution.

Immediately prior to the Effective Time, and conditioned upon the occurrence of the Closing (such that, in the event the Closing does not occur, the contribution contemplated by this Section 2.1 shall be of no force or effect), the Rollover Participant shall contribute, assign, transfer, convey, and deliver to Parent, free and clear of all Liens (other than restrictions under applicable securities laws and the Stockholders Agreement), the Rollover Shares set forth on Schedule I hereto. The contribution of the Rollover Shares shall be effective as of immediately prior to (and contingent upon) the Effective Time. The Rollover Participant shall take all actions necessary to effect such contribution, including delivering to Parent certificates (if any) representing the Rollover Shares, duly endorsed in blank or accompanied by duly executed stock powers, or, in the case of uncertificated shares, delivering such instructions and authorizations as are necessary to effect a transfer by book-entry on the stock records of the Company. From and after the effectiveness of such contribution, Parent shall be the sole record and beneficial owner of the Rollover Shares, free and clear of all Liens (other than restrictions arising under applicable securities laws and the Stockholders Agreement).

Section 2.2 — Issuance of Parent Shares.

In consideration for the contribution of the Rollover Shares pursuant to Section 2.1, and simultaneously with such contribution, Parent shall issue and deliver to the Rollover Participant the number of Parent Shares set forth on Schedule I hereto, determined in accordance with the Exchange Ratio set forth in Exhibit A. The Parent Shares shall be duly authorized, validly issued, fully paid, and nonassessable upon issuance and shall be issued free and clear of all Liens other than restrictions imposed by applicable securities laws and the Stockholders Agreement. Parent shall deliver to the Rollover Participant evidence of the issuance of the Parent Shares, which may be in the form of book-entry notation on the records of Parent's transfer agent or a stock certificate in the name of the Rollover Participant, at the election of Parent.

Section 2.3 — Valuation.

For purposes of the contribution and exchange contemplated by Sections 2.1 and 2.2, each Rollover Share shall be valued at $20.00 per share, which amount is equal to the Per-Share Merger Consideration payable to holders of Company Shares in connection with the Merger. The Exchange Ratio set forth in Exhibit A shall be determined so that the aggregate value of the Parent Shares received by the Rollover Participant in exchange for the Rollover Shares equals the Rollover Amount (i.e., the number of Rollover Shares multiplied by $20.00). The Rollover Participant acknowledges and agrees that the determination of value set forth in this Section 2.3 is based on the Per-Share Merger Consideration established in the Merger Agreement and that such valuation is fair and adequate consideration for the contribution of the Rollover Shares.

Section 2.4 — Exercise of Rollover Options.

To the extent the Rollover Participant holds options or other equity-based awards exercisable for Company Shares and has elected, as indicated on Schedule I hereto, to include such options in the rollover transactions contemplated by this Agreement, the Rollover Participant shall exercise such Rollover Options (on a net-exercise basis to the extent permitted under the Company's equity incentive plans then in effect, or on a cash exercise basis if net exercise is not available) immediately prior to the contribution contemplated by Section 2.1. The Company Shares resulting from such exercise (or, in the case of a net exercise, the Net Exercise Shares, being the number of Company Shares delivered to the Rollover Participant after deduction of the number of Company Shares having an aggregate value equal to the applicable exercise price and any applicable withholding amounts) shall be treated as Rollover Shares for all purposes of this Agreement and shall be contributed to Parent in accordance with Section 2.1. The Rollover Participant shall cooperate with the Company and Parent to effect such exercise in a timely manner and shall execute and deliver all documentation reasonably necessary in connection therewith. The Rollover Participant acknowledges that the exercise of Rollover Options may give rise to taxable income and that the Rollover Participant is solely responsible for any Tax obligations arising from such exercise.

Section 2.5 — Retained Shares.

The Retained Shares (being the Company Shares held by the Rollover Participant as of immediately prior to the Effective Time that are not Rollover Shares) shall not be contributed to Parent and shall instead be treated in the Merger in accordance with the terms and conditions of the Merger Agreement. Specifically, each Retained Share shall be converted into the right to receive the Per-Share Merger Consideration of $20.00 per share in cash, without interest, subject to any applicable withholding of Taxes. The Rollover Participant acknowledges and agrees that the Retained Shares shall be subject to the same terms and conditions as all other Company Shares held by stockholders of the Company who are not parties to rollover agreements, as set forth in the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not limit or otherwise affect the Rollover Participant's right to receive the Per-Share Merger Consideration with respect to the Retained Shares.

Section 2.6 — Tax Treatment.

(a) The Parties intend that the contribution of Rollover Shares by the Rollover Participant to Parent in exchange for Parent Shares shall constitute a tax-free contribution governed by Section 351 of the Code (and any corresponding or analogous provisions of state, local, or foreign Tax law). Each Party shall file all Tax Returns and take all positions on such Tax Returns consistent with such intended tax treatment unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or any corresponding or analogous provision of state, local, or foreign Tax law).

(b) No Party shall take any action, or fail to take any action, that would be reasonably likely to cause the contribution of the Rollover Shares to Parent in exchange for Parent Shares to fail to qualify as a tax-free contribution under Section 351 of the Code.

(c) The Rollover Participant acknowledges that none of Parent, Buyer, or any of their respective affiliates, directors, officers, employees, agents, or representatives has made or is making any representation or warranty regarding the Tax consequences of the transactions contemplated by this Agreement (including the qualification of the contribution as a tax-free transaction under Section 351 of the Code), and the Rollover Participant has relied solely upon the advice of his or her own Tax, legal, and financial advisors with respect to such matters.

(d) The Rollover Participant shall provide to Parent, Buyer, and the Company, within ten (10) business days following the Closing Date, a properly completed and duly executed Internal Revenue Service Form W-9 (or applicable successor form), together with such other Tax documentation as Parent may reasonably request to establish the Rollover Participant's exemption from, or reduced rate of, withholding.

Section 2.7 — Withholding.

Parent, Buyer, the Company, and any paying agent or other Person acting on their behalf shall be entitled to deduct and withhold from the consideration otherwise deliverable to the Rollover Participant under this Agreement (including, without limitation, the Parent Shares or any cash payments) such amounts as may be required to be deducted and withheld under applicable Tax law, including the Code, applicable Treasury Regulations, and any state, local, or foreign Tax law. To the extent that any such amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Rollover Participant in respect of which such deduction and withholding was made. In the event that withholding is required with respect to the issuance of Parent Shares, Parent may, in its sole discretion, satisfy such withholding obligation by reducing the number of Parent Shares otherwise deliverable to the Rollover Participant or by requiring the Rollover Participant to make a cash payment to Parent in the amount of such withholding obligation, in each case as determined by Parent in its reasonable discretion.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ROLLOVER PARTICIPANT

The Rollover Participant hereby represents and warrants to Parent and Buyer as of the date hereof and as of the Closing Date as follows:

Section 3.1 — Ownership.

The Rollover Participant is the sole record and beneficial owner of the number of Company Shares set forth on Schedule I hereto (including, following the exercise of any Rollover Options, the Net Exercise Shares), free and clear of all Liens, pledges, security interests, claims, options, charges, and encumbrances of any kind or nature whatsoever, other than (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions arising under the Company's certificate of incorporation, bylaws, or other organizational documents, and (iii) any restrictions arising under any stockholders' agreement of the Company to which the Rollover Participant is a party and which will terminate by its terms or be superseded at or prior to the Closing. The Rollover Participant has not granted any proxy, power of attorney, or other authorization or entered into any voting agreement, voting trust, or similar arrangement with respect to any of the Rollover Shares, other than as contemplated by this Agreement or the Merger Agreement. Upon the contribution of the Rollover Shares to Parent in accordance with Section 2.1, Parent will acquire good and valid title to the Rollover Shares, free and clear of all Liens, other than restrictions imposed by applicable securities laws and the Stockholders Agreement.

Section 3.2 — Authority; Binding Agreement.

The Rollover Participant has the full legal capacity, right, and authority to execute and deliver this Agreement and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Rollover Participant and constitutes the legal, valid, and binding obligation of the Rollover Participant, enforceable against the Rollover Participant in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies (collectively, the "Enforceability Limitations"). No consent, approval, authorization, or order of, or filing, registration, or qualification with, any Governmental Authority or other Person is required to be obtained or made by the Rollover Participant in connection with the execution, delivery, or performance of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of the Rollover Participant to consummate the transactions contemplated hereby.

Section 3.3 — No Conflicts.

The execution, delivery, and performance of this Agreement by the Rollover Participant, and the consummation by the Rollover Participant of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation or to the loss of any benefit under, any contract, agreement, indenture, mortgage, lease, license, permit, or other instrument or obligation to which the Rollover Participant is a party or by which the Rollover Participant or the Rollover Shares may be bound or affected, (b) result in the creation or imposition of any Lien upon the Rollover Shares (other than Liens arising under applicable securities laws and the Stockholders Agreement), or (c) conflict with or violate any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority applicable to the Rollover Participant or the Rollover Shares, except, in the case of each of clauses (a), (b), and (c) above, as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of the Rollover Participant to consummate the transactions contemplated by this Agreement.

Section 3.4 — Investment Intent; Accredited Investor.

(a) The Rollover Participant is acquiring the Parent Shares for his or her own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) in violation of applicable securities laws. The Rollover Participant has no present intention, agreement, or arrangement to sell, transfer, assign, pledge, hypothecate, or otherwise dispose of the Parent Shares or any interest therein, other than pursuant to the terms and conditions of the Stockholders Agreement.

(b) The Rollover Participant is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

(c) The Rollover Participant acknowledges and understands that (i) the Parent Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction and are being issued in reliance upon an exemption from such registration requirements, (ii) the Parent Shares may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or an applicable exemption from such registration requirements, and (iii) the Parent Shares will be subject to the transfer restrictions and other provisions of the Stockholders Agreement.

Section 3.5 — Sophistication and Due Diligence.

(a) The Rollover Participant is a sophisticated investor with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Parent Shares and of making an informed investment decision with respect thereto. The Rollover Participant is able to bear the economic risk of holding the Parent Shares for an indefinite period and is able to afford a complete loss of his or her investment in the Parent Shares.

(b) The Rollover Participant has had the opportunity to ask questions of, and receive answers and information from, the officers, directors, employees, agents, and representatives of Parent, Buyer, and the Company concerning the business, operations, financial condition, assets, liabilities, and prospects of Parent and the Company and the terms and conditions of this Agreement and the transactions contemplated hereby and by the Merger Agreement, and the Rollover Participant has received all information that the Rollover Participant has requested and considers necessary or appropriate for the purpose of evaluating the merits and risks of the investment in the Parent Shares.

(c) The Rollover Participant acknowledges and agrees that none of Parent, Buyer, or any of their respective affiliates, partners, members, stockholders, directors, officers, employees, agents, advisors, or representatives (collectively, "Buyer Related Parties") has made or is making any express or implied representation or warranty to the Rollover Participant regarding (i) the Tax consequences (whether federal, state, local, or foreign) of the transactions contemplated by this Agreement, including the qualification of the contribution and exchange as a tax-free transaction under Section 351 of the Code, or (ii) the future value of the Parent Shares or the future financial performance, results of operations, or prospects of Parent or the Company. The Rollover Participant has consulted with his or her own independent Tax, legal, and financial advisors to the extent the Rollover Participant deems appropriate regarding the Tax consequences and other implications of this Agreement and the transactions contemplated hereby.

Section 3.6 — No Broker.

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

Section 3.7 — Legends.

The Rollover Participant acknowledges and agrees that each certificate or book-entry notation representing Parent Shares issued to the Rollover Participant shall bear legends substantially in the following form (or such other form as Parent may reasonably determine):

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND THE TERMS OF THAT CERTAIN STOCKHOLDERS AGREEMENT OF ARDENT APEX HOLDINGS INC., DATED AS OF [●], 2025, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

The Rollover Participant acknowledges that the foregoing legend (or any similar legend) shall not be removed from any Parent Shares until such time as such shares are registered under the Securities Act or otherwise transferred in compliance with the terms and conditions of the Stockholders Agreement and applicable securities laws, as determined by Parent in consultation with its legal counsel.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER

Each of Parent and Buyer hereby represents and warrants to the Rollover Participant as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Good Standing.

(a) Parent is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 5, 2025. Parent has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. Parent was formed for the sole purpose of effectuating the transactions contemplated by the Merger Agreement and the related agreements, including this Agreement.

(b) Buyer is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, having been formed on January 15, 2023. Buyer has the requisite partnership power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. Ardent Capital GP III LLC, a Delaware limited liability company, is the sole general partner of Buyer and has full power and authority to act on behalf of Buyer in connection with this Agreement and the transactions contemplated hereby.

Section 4.2 — Authority; Binding Agreement.

Each of Parent and Buyer has the requisite corporate or partnership (as applicable) power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by each of Parent and Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or partnership action (as applicable) on the part of Parent and Buyer, and no other corporate or partnership proceedings on the part of Parent or Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Buyer and constitutes the legal, valid, and binding obligation of each of Parent and Buyer, enforceable against each of Parent and Buyer in accordance with its terms, subject to the Enforceability Limitations.

Section 4.3 — Capitalization.

Immediately following the Closing and the issuance of Parent Shares to all Rollover Participants and the consummation of all equity contributions to Parent in connection with the Merger, the capitalization of Parent shall be substantially as set forth in Schedule II hereto. Such capitalization reflects the following equity contributions and investments: (a) an equity contribution by Ardent Capital Partners III LP in the amount of $695,980,000; (b) an equity co-investment by Northvale Sovereign Holdings Ltd. in the amount of $200,000,000; (c) an equity co-investment by Summit Ridge Capital Partners LP in the amount of $100,000,000; and (d) aggregate management rollover equity contributions by the Rollover Participants in the amount of $405,020,000. The foregoing capitalization is subject to the issuance of warrants representing 2.0% of the fully diluted equity of Parent to Crestline Mezzanine Partners II LP in connection with the $300,000,000 subordinated note purchase agreement between Parent and Crestline Mezzanine Partners II LP. Except as set forth in Schedule II, as of the Closing, there will be no outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights to purchase or acquire equity securities of Parent, other than (i) the Stockholders Agreement, (ii) the Management Equity Incentive Plan, and (iii) the warrants issued to Crestline Mezzanine Partners II LP.

Section 4.4 — Valid Issuance.

The Parent Shares, when issued and delivered to the Rollover Participant pursuant to this Agreement in exchange for the Rollover Shares, will be duly authorized, validly issued, fully paid, and nonassessable shares of common stock of Parent and will be free and clear of all Liens, other than (a) restrictions imposed by applicable federal and state securities laws, (b) the transfer restrictions and other provisions of the Stockholders Agreement, and (c) Liens created by the Rollover Participant. The issuance of the Parent Shares has been duly authorized by all necessary corporate action on the part of Parent, and no further approval or authorization of any Person (including any stockholder of Parent) is required for the valid issuance of the Parent Shares.

Section 4.5 — No Conflicts.

The execution, delivery, and performance of this Agreement by each of Parent and Buyer, and the consummation by each of Parent and Buyer of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation of or default under, any provision of the certificate of incorporation, bylaws, or other organizational documents of Parent or the partnership agreement or other organizational documents of Buyer, (b) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation or to the loss of any benefit under, any material contract, agreement, indenture, mortgage, lease, license, permit, or other instrument or obligation to which Parent or Buyer is a party or by which Parent, Buyer, or any of their respective properties or assets may be bound or affected, or (c) conflict with or violate any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority applicable to Parent or Buyer, except, in the case of each of clauses (b) and (c) above, as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Parent or Buyer to consummate the transactions contemplated by this Agreement.

ARTICLE V — COVENANTS

Section 5.1 — Pre-Closing Covenants of Rollover Participant.

(a) No Transfer. From the date of this Agreement until the earlier of (x) the Closing or (y) the valid termination of this Agreement in accordance with Article VII, the Rollover Participant shall not, directly or indirectly, (i) sell, transfer, assign, tender, pledge, hypothecate, gift, grant a participation interest in, encumber, or otherwise dispose of, or enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, tender, pledge, hypothecation, gift, encumbrance, or other disposition of, any of the Rollover Shares or any interest therein (including by operation of law), (ii) deposit any of the Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into any voting agreement with respect to any of the Rollover Shares that is inconsistent with this Agreement, or (iii) take any action that would make any representation or warranty of the Rollover Participant contained herein untrue or incorrect or would have the effect of preventing, impeding, interfering with, or adversely affecting the Rollover Participant's ability to perform his or her obligations under this Agreement and consummate the transactions contemplated hereby. Notwithstanding the foregoing, this Section 5.1(a) shall not restrict the Rollover Participant from selling, transferring, or otherwise disposing of Retained Shares.

(b) No Inconsistent Arrangements. From the date of this Agreement until the earlier of (x) the Closing or (y) the valid termination of this Agreement in accordance with Article VII, the Rollover Participant shall not, directly or indirectly, enter into any agreement, arrangement, or understanding (whether written or oral) that would be inconsistent with, or in violation of, the Rollover Participant's obligations under this Agreement, including any voting agreement, voting trust, option agreement, proxy, or similar arrangement with respect to the Rollover Shares.

(c) Cooperation. The Rollover Participant shall use reasonable best efforts to cooperate with Parent, Buyer, and the Company to effect the contribution and exchange contemplated by this Agreement, including by (i) executing and delivering such further instruments, documents, certificates, and agreements as may be reasonably requested by Parent, Buyer, or the Company in connection with the transactions contemplated hereby, (ii) providing such information and documentation as may be reasonably requested by Parent, Buyer, or the Company in connection with any regulatory filing or approval required in connection with the transactions contemplated by the Merger Agreement, and (iii) taking such other actions as may be reasonably requested by Parent, Buyer, or the Company to carry out the purposes and intent of this Agreement and the transactions contemplated hereby. The Rollover Participant shall promptly notify Parent and Buyer in writing of any event, development, or circumstance that the Rollover Participant becomes aware of that would or would reasonably be expected to cause any representation or warranty of the Rollover Participant contained in this Agreement to be untrue or incorrect in any material respect.

Section 5.2 — Post-Closing Covenants.

(a) Stockholders Agreement. Promptly following the Closing (and in any event concurrently with or immediately following the issuance of the Parent Shares to the Rollover Participant), the Rollover Participant shall execute and deliver the Stockholders Agreement substantially in the form attached hereto as Exhibit B, which Stockholders Agreement shall govern, among other things, transfer restrictions (including lock-up periods, rights of first refusal, and co-sale rights), tag-along rights, drag-along rights, board of directors composition and observation rights, information rights, preemptive rights, and such other governance and equity-related matters as set forth therein. The Rollover Participant acknowledges that the Rollover Participant has had the opportunity to review the form of Stockholders Agreement attached as Exhibit B and that the execution and delivery of the Stockholders Agreement is a material inducement for Parent and Buyer to enter into this Agreement.

(b) Registration Rights Agreement. The Rollover Participant shall, at or promptly following the Closing, execute and deliver such registration rights agreement or other documentation as Parent may reasonably request in connection with any future initial public offering or other public offering of Parent's equity securities, as contemplated by the post-closing arrangements among the equity holders of Parent. The Rollover Participant acknowledges that the terms and conditions of such registration rights agreement have not been finally determined as of the date hereof and that the Rollover Participant's execution and delivery of such agreement shall be subject to the terms thereof being consistent in all material respects with the terms described to the Rollover Participant as of the date hereof.

(c) Management Equity Incentive Plan. To the extent the Rollover Participant is designated by Parent or Buyer to receive awards under the Management Equity Incentive Plan of Ardent Apex Holdings Inc. (the "MEIP"), the Rollover Participant shall, upon reasonable request by Parent, execute and deliver any award agreement, subscription agreement, joinder agreement, or other documentation reasonably requested in connection with the grant or vesting of such awards. The Rollover Participant acknowledges that any MEIP awards shall be governed by the terms and conditions of the MEIP and the applicable award agreements, and that the grant of any such awards is in the sole discretion of the board of directors of Parent (or a committee thereof designated by the board of directors).

ARTICLE VI — CONDITIONS TO CLOSING

Section 6.1 — Conditions to Obligations of All Parties.

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

(a) Consummation of Merger. The Merger shall have been consummated, or shall be consummated simultaneously with the contribution and exchange contemplated by Section 2.1 and Section 2.2 of this Agreement, in accordance with the terms and conditions of the Merger Agreement.

(b) Merger Agreement Conditions. All conditions to the Closing set forth in the Merger Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied at the Closing).

(c) No Prohibition. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, entered, or enforced any law, statute, rule, regulation, judgment, order, writ, decree, or injunction (whether temporary, preliminary, or permanent) that is then in effect and that prohibits, enjoins, restrains, or makes illegal the consummation of the transactions contemplated by this Agreement.

Section 6.2 — Conditions to Obligations of Parent and Buyer.

The obligations of Parent and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Parent and Buyer) of each of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Rollover Participant set forth in Article III of this Agreement shall be true and correct in all material respects (without giving effect to any "materiality" or similar qualifier contained therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).

(b) Compliance with Covenants. The Rollover Participant shall have complied in all material respects with the covenants and agreements set forth in Section 5.1 of this Agreement that are required to be performed by the Rollover Participant on or prior to the Closing Date.

(c) Delivery of Rollover Shares. The Rollover Participant shall have delivered to Parent the Rollover Shares (or evidence of book-entry transfer of the Rollover Shares into the name of Parent, or certificates representing the Rollover Shares duly endorsed in blank or accompanied by duly executed stock powers), together with such other transfer documentation as Parent may reasonably request to effect the valid transfer of the Rollover Shares to Parent, free and clear of all Liens (other than restrictions arising under applicable securities laws and the Stockholders Agreement).

(d) Tax Documentation. The Rollover Participant shall have delivered to Parent a properly completed and duly executed Internal Revenue Service Form W-9 (or applicable successor form).

Section 6.3 — Conditions to Obligations of the Rollover Participant.

The obligations of the Rollover Participant to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Rollover Participant) of each of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of Parent and Buyer set forth in Article IV of this Agreement shall be true and correct in all material respects (without giving effect to any "materiality" or similar qualifier contained therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).

(b) Issuance of Parent Shares. Parent shall be ready, willing, and able to issue the Parent Shares to the Rollover Participant in accordance with Section 2.2 of this Agreement, and all corporate authorizations necessary for the valid issuance of the Parent Shares shall have been obtained.

(c) Stockholders Agreement. The Stockholders Agreement shall have been duly executed and delivered by all parties thereto other than the Rollover Participant (including Buyer, Parent, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP), and a counterpart of the Stockholders Agreement so executed shall have been delivered to the Rollover Participant for execution.

ARTICLE VII — TERMINATION

Section 7.1 — Termination Events.

This Agreement shall automatically terminate, without any action by any Party or the delivery of any notice, upon the earliest to occur of any of the following:

(a) the mutual written consent of Parent, Buyer, and the Rollover Participant;

(b) the valid termination of the Merger Agreement in accordance with its terms, including, without limitation, (i) termination by Buyer upon payment of the reverse termination fee of $140,000,000 as set forth in the Merger Agreement, or (ii) termination by the Company upon payment of the target termination fee of $84,000,000 as set forth in the Merger Agreement, or (iii) any other valid termination of the Merger Agreement in accordance with its terms;

(c) the Outside Date (September 10, 2025, or, if extended in accordance with the terms of the Merger Agreement for the purpose of obtaining required regulatory approvals, December 10, 2025), if the Closing shall not have occurred on or prior to such date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to any Party whose breach of this Agreement has been the primary cause of, or has resulted in, the failure of the Closing to have occurred on or prior to the Outside Date; or

(d) any Governmental Authority of competent jurisdiction having issued a final, non-appealable order, judgment, injunction, or decree permanently prohibiting, enjoining, or otherwise making illegal the consummation of the Merger.

Section 7.2 — Effect of Termination.

Upon the termination of this Agreement in accordance with Section 7.1, this Agreement shall thereupon become void and of no further force or effect, and no Party shall have any liability or obligation to any other Party hereunder, and all rights and obligations of the Parties hereunder shall cease; provided, however, that (a) nothing in this Section 7.2 shall relieve any Party of any liability for fraud or willful and material breach of this Agreement prior to such termination, and (b) the provisions of this Article VII and Article IX (Miscellaneous) shall survive any termination of this Agreement. As used in this Agreement, "willful and material breach" means a material breach that is the consequence of an act or failure to act by the breaching Party with actual knowledge that the taking of such act or the failure to take such act would constitute or would reasonably be expected to result in a breach of this Agreement.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by the Rollover Participant.

Subject to the terms and conditions of this Article VIII, the Rollover Participant shall indemnify, defend, and hold harmless Parent and Buyer and their respective affiliates, directors, officers, employees, agents, and representatives (collectively, the "Parent Indemnified Parties") from and against any and all losses, damages, liabilities, costs, expenses (including reasonable and documented attorneys' fees and expenses), judgments, fines, penalties, interest, settlement amounts, and other amounts (collectively, "Losses") incurred or suffered by any Parent Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of the Rollover Participant contained in this Agreement, (b) any breach of any covenant or agreement of the Rollover Participant contained in this Agreement, or (c) any failure by the Rollover Participant to deliver or contribute the Rollover Shares to Parent in accordance with the terms of this Agreement.

Section 8.2 — Indemnification by Parent.

Subject to the terms and conditions of this Article VIII, Parent shall indemnify, defend, and hold harmless the Rollover Participant (the "Participant Indemnified Party") from and against any and all Losses incurred or suffered by the Participant Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of Parent or Buyer contained in this Agreement, (b) any breach of any covenant or agreement of Parent or Buyer contained in this Agreement, or (c) any failure by Parent to issue the Parent Shares to the Rollover Participant in accordance with the terms of this Agreement.

Section 8.3 — Limitation.

Notwithstanding anything to the contrary in this Article VIII, the aggregate liability of the Rollover Participant under this Article VIII shall not exceed the Rollover Amount set forth on Schedule I hereto. In no event shall the Rollover Participant be liable for any punitive, speculative, consequential, or indirect damages, except to the extent such damages are payable to a third party in connection with a third-party claim for which indemnification is sought hereunder.

Section 8.4 — Exclusive Remedy.

Except in the case of fraud or willful and material breach, the indemnification provisions set forth in this Article VIII shall constitute the sole and exclusive remedy of the Parties and their respective affiliates, successors, and assigns with respect to any and all claims arising out of or relating to any breach or alleged breach of this Agreement. Notwithstanding the foregoing, nothing in this Section 8.4 shall limit or restrict (a) the right of any Party to seek specific performance or injunctive relief as contemplated by Section 9.9, or (b) any claims based on fraud or willful and material breach.

ARTICLE IX — MISCELLANEOUS

Section 9.1 — Notices.

All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by facsimile or electronic mail (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, (c) one (1) business day after being sent by overnight courier (receipt requested), or (d) three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.1):

If to Parent or Buyer:

Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022

Attention: Theodore Hargrove and Victoria Langford

Email: [●]

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 7 Times Square New York, New York 10036

Attention: James Prentice

Email: [●]

If to the Rollover Participant:

To the address set forth on the signature page hereto, or to such other address as the Rollover Participant may specify by notice given in accordance with this Section 9.1.

Section 9.2 — Entire Agreement.

This Agreement (together with the Schedules and Exhibits hereto), the Merger Agreement, the Stockholders Agreement, and the other agreements and instruments referenced herein or delivered pursuant hereto constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, representations, warranties, understandings, and communications, whether written or oral, among the Parties with respect to such subject matter. No Party has relied on any representation, warranty, or agreement of any other Party that is not expressly set forth in this Agreement.

Section 9.3 — Amendments and Waivers.

No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the Parties hereto. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of any provision of this Agreement shall be deemed to be or shall constitute a waiver of any other breach of such provision or of any breach of any other provision of this Agreement, whether or not similar, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided in the written instrument effecting such waiver.

Section 9.4 — Governing Law.

This Agreement and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9.5 — Jurisdiction and Venue.

Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court. Each Party further irrevocably waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.1, provided that nothing in this Section 9.5 shall affect the right of any Party to serve legal process in any other manner permitted by applicable law.

Section 9.6 — Waiver of Jury Trial.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.

Section 9.7 — Assignability.

This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assignable by the Rollover Participant without the prior written consent of Parent and Buyer. Parent and Buyer may assign their respective rights, interests, and obligations under this Agreement, in whole or in part, to any of their respective affiliates; provided, however, that no such assignment shall relieve the assigning Party of its obligations under this Agreement. Any attempted assignment in violation of this Section 9.7 shall be null and void and of no force or effect.

Section 9.8 — Severability.

If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion thereof), and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein; provided, however, that the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the original intent and economic effect of the invalid, illegal, or unenforceable provision.

Section 9.9 — Specific Performance.

The Parties acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in addition to any other remedies available at law or in equity, each Party shall be entitled to an injunction or injunctions or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by any other Party, and to specifically enforce the t

ROLLOVER AGREEMENT
Form of Rollover Agreement for Management Participants
by and among
ARDENT APEX HOLDINGS INC.
ARDENT CAPITAL PARTNERS III LP
and
THE ROLLOVER PARTICIPANT IDENTIFIED ON THE SIGNATURE PAGE HERETO
Dated as of [●], 2025
This Rollover Agreement is entered into in connection with the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.
TABLE OF CONTENTS
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ROLLOVER AGREEMENT
This ROLLOVER AGREEMENT (this "Agreement"), dated as of [●], 2025 (the "Execution Date"), is entered into by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Capital Partners III LP, a Delaware limited partnership ("Buyer"), and the individual identified on the signature page hereto (the "Rollover Participant"). Parent, Buyer, and the Rollover Participant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent, Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as it may be amended, supplemented, or modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, in accordance with a reverse triangular merger structure under the General Corporation Law of the State of Delaware (the "DGCL");
WHEREAS, the Rollover Participant is the record and beneficial owner of shares of common stock, par value $0.001 per share, of the Company ("Company Shares") and/or options, restricted stock units, or other equity-based awards convertible into or exercisable for Company Shares granted under the Company's equity incentive plans;
WHEREAS, in connection with and conditioned upon the consummation of the Merger, the Rollover Participant desires to contribute a portion of his or her Company equity (the "Rollover Shares") to Parent in exchange for newly issued shares of common stock of Parent ("Parent Shares"), rather than receiving the per-share merger consideration of $20.00 per Company Share (the "Per-Share Merger Consideration") for such Rollover Shares, all on the terms and subject to the conditions set forth herein;
WHEREAS, Ardent Capital Partners III LP, as the indirect controlling stockholder of Parent, has agreed to cause Parent to accept such contribution and to issue Parent Shares to the Rollover Participant in exchange therefor, on the terms and subject to the conditions set forth herein;
WHEREAS, this Agreement is being entered into as a condition to, and as an inducement for, Buyer's willingness to enter into and consummate the transactions contemplated by the Merger Agreement, and Buyer would not have entered into the Merger Agreement but for the Rollover Participant's agreement to contribute the Rollover Shares on the terms set forth herein; and
WHEREAS, the aggregate merger consideration payable in respect of all outstanding Company Shares is $2,800,000,000 on a fully diluted basis (representing 140,000,000 shares of Company common stock at the Per-Share Merger Consideration of $20.00 per share), and certain members of the Company's management team and certain other employee stockholders of the Company are electing to roll over a portion of their equity interests in the Company into equity interests in Parent rather than receive the cash merger consideration for such rolled-over portion, with the aggregate amount of such management rollover equity anticipated to be approximately $405,020,000.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms shall have the following meanings:
"Agreement" means this Rollover Agreement, including all Schedules and Exhibits hereto, as it may be amended, supplemented, or modified from time to time in accordance with Section 9.3.
"Buyer" means Ardent Capital Partners III LP, a Delaware limited partnership.
"Closing" means the closing of the Merger pursuant to the Merger Agreement.
"Closing Date" means the date on which the Closing occurs.
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Company" means Luminex Systems Holdings Inc., a Delaware corporation.
"Company Shares" means shares of common stock, par value $0.001 per share, of the Company.
"Effective Time" means the effective time of the Merger as defined in Section 1.2 of the Merger Agreement.
"Exchange Ratio" means the ratio used to convert each Rollover Share contributed to Parent into Parent Shares, as set forth in Exhibit A hereto, which ratio shall be determined so that each Rollover Share contributed is valued at $20.00 per share, equal to the Per-Share Merger Consideration.
"Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency, authority, bureau, commission, department, regulatory body, or instrumentality of any such government or political subdivision, or any court, tribunal, or arbitral body of competent jurisdiction.
"Lien" means any lien, pledge, security interest, mortgage, charge, hypothecation, easement, encumbrance, option, right of first refusal, preemptive right, community property interest, equitable interest, or other restriction or limitation of any kind or nature whatsoever.
"Merger" means the merger of Merger Sub with and into the Company pursuant to the Merger Agreement, with the Company surviving the Merger as a wholly owned subsidiary of Parent.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Parent, Merger Sub, and the Company, as it may be amended, supplemented, or modified from time to time in accordance with its terms.
"Merger Sub" means Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent.
"Net Exercise Shares" means the Company Shares received by the Rollover Participant upon the net exercise of Rollover Options in accordance with Section 2.4 hereof.
"Parent" means Ardent Apex Holdings Inc., a Delaware corporation.
"Parent Shares" means shares of common stock of Parent issued to the Rollover Participant in exchange for Rollover Shares pursuant to this Agreement.
"Per-Share Merger Consideration" means $20.00 per share in cash, without interest and subject to applicable withholding.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity of any kind.
"Retained Shares" means Company Shares held by the Rollover Participant that are not Rollover Shares and that will be converted into the right to receive the Per-Share Merger Consideration in the Merger in accordance with the terms and conditions of the Merger Agreement.
"Rollover Amount" means the aggregate dollar value of the Rollover Shares contributed by the Rollover Participant to Parent, calculated as the number of Rollover Shares multiplied by $20.00, as set forth on Schedule I hereto.
"Rollover Options" means options to purchase Company Shares that the Rollover Participant has elected to exercise and contribute to Parent (net of the applicable exercise price) in connection with the transactions contemplated by this Agreement, as set forth on Schedule I hereto.
"Rollover Participants" means, collectively, the Rollover Participant and the other members of management and employee stockholders of the Company who have entered into rollover agreements with Parent and Buyer in connection with the Merger, each on terms substantially similar to this Agreement.
"Rollover Shares" means the number of Company Shares (including Net Exercise Shares) to be contributed by the Rollover Participant to Parent as set forth on Schedule I hereto.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
"Stockholders Agreement" means the Stockholders Agreement of Parent to be entered into at or prior to the Closing among Buyer, Parent, the Rollover Participants, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, substantially in the form attached hereto as Exhibit B.
"Tax" or "Taxes" means any and all federal, state, local, or foreign taxes of any kind (including, without limitation, income, gross receipts, franchise, excise, stamp, property, ad valorem, sales, use, employment, social security, payroll, withholding, alternative minimum, and value added taxes), together with any and all interest, penalties, additions to tax, and additional amounts imposed with respect thereto by any Governmental Authority.
"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
"Treasury Regulations" means the United States Treasury Regulations promulgated under the Code.
Section 1.2 — Interpretation.
(a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement, unless otherwise specified; (v) the word "including" means "including, without limitation"; (vi) the word "or" shall be disjunctive but not exclusive; and (vii) the phrase "to the extent" means "the degree to which" (and not simply "if").
(b) Unless otherwise specified, all references in this Agreement to dollar amounts are references to the lawful currency of the United States of America.
(c) Any capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement.
(d) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(e) This Agreement shall be construed without regard to any presumption or rule of construction requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The Parties acknowledge that each Party and its counsel has reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
ARTICLE II — CONTRIBUTION AND EXCHANGE
Section 2.1 — Rollover Contribution.
Immediately prior to the Effective Time, and conditioned upon the occurrence of the Closing (such that, in the event the Closing does not occur, the contribution contemplated by this Section 2.1 shall be of no force or effect), the Rollover Participant shall contribute, assign, transfer, convey, and deliver to Parent, free and clear of all Liens (other than restrictions under applicable securities laws and the Stockholders Agreement), the Rollover Shares set forth on Schedule I hereto. The contribution of the Rollover Shares shall be effective as of immediately prior to (and contingent upon) the Effective Time. The Rollover Participant shall take all actions necessary to effect such contribution, including delivering to Parent certificates (if any) representing the Rollover Shares, duly endorsed in blank or accompanied by duly executed stock powers, or, in the case of uncertificated shares, delivering such instructions and authorizations as are necessary to effect a transfer by book-entry on the stock records of the Company. From and after the effectiveness of such contribution, Parent shall be the sole record and beneficial owner of the Rollover Shares, free and clear of all Liens (other than restrictions arising under applicable securities laws and the Stockholders Agreement).
Section 2.2 — Issuance of Parent Shares.
In consideration for the contribution of the Rollover Shares pursuant to Section 2.1, and simultaneously with such contribution, Parent shall issue and deliver to the Rollover Participant the number of Parent Shares set forth on Schedule I hereto, determined in accordance with the Exchange Ratio set forth in Exhibit A. The Parent Shares shall be duly authorized, validly issued, fully paid, and nonassessable upon issuance and shall be issued free and clear of all Liens other than restrictions imposed by applicable securities laws and the Stockholders Agreement. Parent shall deliver to the Rollover Participant evidence of the issuance of the Parent Shares, which may be in the form of book-entry notation on the records of Parent's transfer agent or a stock certificate in the name of the Rollover Participant, at the election of Parent.
Section 2.3 — Valuation.
For purposes of the contribution and exchange contemplated by Sections 2.1 and 2.2, each Rollover Share shall be valued at $20.00 per share, which amount is equal to the Per-Share Merger Consideration payable to holders of Company Shares in connection with the Merger. The Exchange Ratio set forth in Exhibit A shall be determined so that the aggregate value of the Parent Shares received by the Rollover Participant in exchange for the Rollover Shares equals the Rollover Amount (i.e., the number of Rollover Shares multiplied by $20.00). The Rollover Participant acknowledges and agrees that the determination of value set forth in this Section 2.3 is based on the Per-Share Merger Consideration established in the Merger Agreement and that such valuation is fair and adequate consideration for the contribution of the Rollover Shares.
Section 2.4 — Exercise of Rollover Options.
To the extent the Rollover Participant holds options or other equity-based awards exercisable for Company Shares and has elected, as indicated on Schedule I hereto, to include such options in the rollover transactions contemplated by this Agreement, the Rollover Participant shall exercise such Rollover Options (on a net-exercise basis to the extent permitted under the Company's equity incentive plans then in effect, or on a cash exercise basis if net exercise is not available) immediately prior to the contribution contemplated by Section 2.1. The Company Shares resulting from such exercise (or, in the case of a net exercise, the Net Exercise Shares, being the number of Company Shares delivered to the Rollover Participant after deduction of the number of Company Shares having an aggregate value equal to the applicable exercise price and any applicable withholding amounts) shall be treated as Rollover Shares for all purposes of this Agreement and shall be contributed to Parent in accordance with Section 2.1. The Rollover Participant shall cooperate with the Company and Parent to effect such exercise in a timely manner and shall execute and deliver all documentation reasonably necessary in connection therewith. The Rollover Participant acknowledges that the exercise of Rollover Options may give rise to taxable income and that the Rollover Participant is solely responsible for any Tax obligations arising from such exercise.
Section 2.5 — Retained Shares.
The Retained Shares (being the Company Shares held by the Rollover Participant as of immediately prior to the Effective Time that are not Rollover Shares) shall not be contributed to Parent and shall instead be treated in the Merger in accordance with the terms and conditions of the Merger Agreement. Specifically, each Retained Share shall be converted into the right to receive the Per-Share Merger Consideration of $20.00 per share in cash, without interest, subject to any applicable withholding of Taxes. The Rollover Participant acknowledges and agrees that the Retained Shares shall be subject to the same terms and conditions as all other Company Shares held by stockholders of the Company who are not parties to rollover agreements, as set forth in the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not limit or otherwise affect the Rollover Participant's right to receive the Per-Share Merger Consideration with respect to the Retained Shares.
Section 2.6 — Tax Treatment.
(a) The Parties intend that the contribution of Rollover Shares by the Rollover Participant to Parent in exchange for Parent Shares shall constitute a tax-free contribution governed by Section 351 of the Code (and any corresponding or analogous provisions of state, local, or foreign Tax law). Each Party shall file all Tax Returns and take all positions on such Tax Returns consistent with such intended tax treatment unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or any corresponding or analogous provision of state, local, or foreign Tax law).
(b) No Party shall take any action, or fail to take any action, that would be reasonably likely to cause the contribution of the Rollover Shares to Parent in exchange for Parent Shares to fail to qualify as a tax-free contribution under Section 351 of the Code.
(c) The Rollover Participant acknowledges that none of Parent, Buyer, or any of their respective affiliates, directors, officers, employees, agents, or representatives has made or is making any representation or warranty regarding the Tax consequences of the transactions contemplated by this Agreement (including the qualification of the contribution as a tax-free transaction under Section 351 of the Code), and the Rollover Participant has relied solely upon the advice of his or her own Tax, legal, and financial advisors with respect to such matters.
(d) The Rollover Participant shall provide to Parent, Buyer, and the Company, within ten (10) business days following the Closing Date, a properly completed and duly executed Internal Revenue Service Form W-9 (or applicable successor form), together with such other Tax documentation as Parent may reasonably request to establish the Rollover Participant's exemption from, or reduced rate of, withholding.
Section 2.7 — Withholding.
Parent, Buyer, the Company, and any paying agent or other Person acting on their behalf shall be entitled to deduct and withhold from the consideration otherwise deliverable to the Rollover Participant under this Agreement (including, without limitation, the Parent Shares or any cash payments) such amounts as may be required to be deducted and withheld under applicable Tax law, including the Code, applicable Treasury Regulations, and any state, local, or foreign Tax law. To the extent that any such amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Rollover Participant in respect of which such deduction and withholding was made. In the event that withholding is required with respect to the issuance of Parent Shares, Parent may, in its sole discretion, satisfy such withholding obligation by reducing the number of Parent Shares otherwise deliverable to the Rollover Participant or by requiring the Rollover Participant to make a cash payment to Parent in the amount of such withholding obligation, in each case as determined by Parent in its reasonable discretion.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ROLLOVER PARTICIPANT
The Rollover Participant hereby represents and warrants to Parent and Buyer as of the date hereof and as of the Closing Date as follows:
Section 3.1 — Ownership.
The Rollover Participant is the sole record and beneficial owner of the number of Company Shares set forth on Schedule I hereto (including, following the exercise of any Rollover Options, the Net Exercise Shares), free and clear of all Liens, pledges, security interests, claims, options, charges, and encumbrances of any kind or nature whatsoever, other than (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions arising under the Company's certificate of incorporation, bylaws, or other organizational documents, and (iii) any restrictions arising under any stockholders' agreement of the Company to which the Rollover Participant is a party and which will terminate by its terms or be superseded at or prior to the Closing. The Rollover Participant has not granted any proxy, power of attorney, or other authorization or entered into any voting agreement, voting trust, or similar arrangement with respect to any of the Rollover Shares, other than as contemplated by this Agreement or the Merger Agreement. Upon the contribution of the Rollover Shares to Parent in accordance with Section 2.1, Parent will acquire good and valid title to the Rollover Shares, free and clear of all Liens, other than restrictions imposed by applicable securities laws and the Stockholders Agreement.
Section 3.2 — Authority; Binding Agreement.
The Rollover Participant has the full legal capacity, right, and authority to execute and deliver this Agreement and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Rollover Participant and constitutes the legal, valid, and binding obligation of the Rollover Participant, enforceable against the Rollover Participant in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies (collectively, the "Enforceability Limitations"). No consent, approval, authorization, or order of, or filing, registration, or qualification with, any Governmental Authority or other Person is required to be obtained or made by the Rollover Participant in connection with the execution, delivery, or performance of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of the Rollover Participant to consummate the transactions contemplated hereby.
Section 3.3 — No Conflicts.
The execution, delivery, and performance of this Agreement by the Rollover Participant, and the consummation by the Rollover Participant of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation or to the loss of any benefit under, any contract, agreement, indenture, mortgage, lease, license, permit, or other instrument or obligation to which the Rollover Participant is a party or by which the Rollover Participant or the Rollover Shares may be bound or affected, (b) result in the creation or imposition of any Lien upon the Rollover Shares (other than Liens arising under applicable securities laws and the Stockholders Agreement), or (c) conflict with or violate any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority applicable to the Rollover Participant or the Rollover Shares, except, in the case of each of clauses (a), (b), and (c) above, as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of the Rollover Participant to consummate the transactions contemplated by this Agreement.
Section 3.4 — Investment Intent; Accredited Investor.
(a) The Rollover Participant is acquiring the Parent Shares for his or her own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) in violation of applicable securities laws. The Rollover Participant has no present intention, agreement, or arrangement to sell, transfer, assign, pledge, hypothecate, or otherwise dispose of the Parent Shares or any interest therein, other than pursuant to the terms and conditions of the Stockholders Agreement.
(b) The Rollover Participant is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.
(c) The Rollover Participant acknowledges and understands that (i) the Parent Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction and are being issued in reliance upon an exemption from such registration requirements, (ii) the Parent Shares may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or an applicable exemption from such registration requirements, and (iii) the Parent Shares will be subject to the transfer restrictions and other provisions of the Stockholders Agreement.
Section 3.5 — Sophistication and Due Diligence.
(a) The Rollover Participant is a sophisticated investor with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Parent Shares and of making an informed investment decision with respect thereto. The Rollover Participant is able to bear the economic risk of holding the Parent Shares for an indefinite period and is able to afford a complete loss of his or her investment in the Parent Shares.
(b) The Rollover Participant has had the opportunity to ask questions of, and receive answers and information from, the officers, directors, employees, agents, and representatives of Parent, Buyer, and the Company concerning the business, operations, financial condition, assets, liabilities, and prospects of Parent and the Company and the terms and conditions of this Agreement and the transactions contemplated hereby and by the Merger Agreement, and the Rollover Participant has received all information that the Rollover Participant has requested and considers necessary or appropriate for the purpose of evaluating the merits and risks of the investment in the Parent Shares.
(c) The Rollover Participant acknowledges and agrees that none of Parent, Buyer, or any of their respective affiliates, partners, members, stockholders, directors, officers, employees, agents, advisors, or representatives (collectively, "Buyer Related Parties") has made or is making any express or implied representation or warranty to the Rollover Participant regarding (i) the Tax consequences (whether federal, state, local, or foreign) of the transactions contemplated by this Agreement, including the qualification of the contribution and exchange as a tax-free transaction under Section 351 of the Code, or (ii) the future value of the Parent Shares or the future financial performance, results of operations, or prospects of Parent or the Company. The Rollover Participant has consulted with his or her own independent Tax, legal, and financial advisors to the extent the Rollover Participant deems appropriate regarding the Tax consequences and other implications of this Agreement and the transactions contemplated hereby.
Section 3.6 — No Broker.
No broker, finder, investment banker, or financial advisor is entitled to any brokerage, finder's, or other similar fee, commission, or expense reimbursement in connection with the Rollover Participant's execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby, based upon any arrangement or agreement made by or on behalf of the Rollover Participant.
Section 3.7 — Legends.
The Rollover Participant acknowledges and agrees that each certificate or book-entry notation representing Parent Shares issued to the Rollover Participant shall bear legends substantially in the following form (or such other form as Parent may reasonably determine):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND THE TERMS OF THAT CERTAIN STOCKHOLDERS AGREEMENT OF ARDENT APEX HOLDINGS INC., DATED AS OF [●], 2025, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
The Rollover Participant acknowledges that the foregoing legend (or any similar legend) shall not be removed from any Parent Shares until such time as such shares are registered under the Securities Act or otherwise transferred in compliance with the terms and conditions of the Stockholders Agreement and applicable securities laws, as determined by Parent in consultation with its legal counsel.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER
Each of Parent and Buyer hereby represents and warrants to the Rollover Participant as of the date hereof and as of the Closing Date as follows:
Section 4.1 — Organization and Good Standing.
(a) Parent is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 5, 2025. Parent has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. Parent was formed for the sole purpose of effectuating the transactions contemplated by the Merger Agreement and the related agreements, including this Agreement.
(b) Buyer is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, having been formed on January 15, 2023. Buyer has the requisite partnership power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. Ardent Capital GP III LLC, a Delaware limited liability company, is the sole general partner of Buyer and has full power and authority to act on behalf of Buyer in connection with this Agreement and the transactions contemplated hereby.
Section 4.2 — Authority; Binding Agreement.
Each of Parent and Buyer has the requisite corporate or partnership (as applicable) power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by each of Parent and Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or partnership action (as applicable) on the part of Parent and Buyer, and no other corporate or partnership proceedings on the part of Parent or Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Buyer and constitutes the legal, valid, and binding obligation of each of Parent and Buyer, enforceable against each of Parent and Buyer in accordance with its terms, subject to the Enforceability Limitations.
Section 4.3 — Capitalization.
Immediately following the Closing and the issuance of Parent Shares to all Rollover Participants and the consummation of all equity contributions to Parent in connection with the Merger, the capitalization of Parent shall be substantially as set forth in Schedule II hereto. Such capitalization reflects the following equity contributions and investments: (a) an equity contribution by Ardent Capital Partners III LP in the amount of $695,980,000; (b) an equity co-investment by Northvale Sovereign Holdings Ltd. in the amount of $200,000,000; (c) an equity co-investment by Summit Ridge Capital Partners LP in the amount of $100,000,000; and (d) aggregate management rollover equity contributions by the Rollover Participants in the amount of $405,020,000. The foregoing capitalization is subject to the issuance of warrants representing 2.0% of the fully diluted equity of Parent to Crestline Mezzanine Partners II LP in connection with the $300,000,000 subordinated note purchase agreement between Parent and Crestline Mezzanine Partners II LP. Except as set forth in Schedule II, as of the Closing, there will be no outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights to purchase or acquire equity securities of Parent, other than (i) the Stockholders Agreement, (ii) the Management Equity Incentive Plan, and (iii) the warrants issued to Crestline Mezzanine Partners II LP.
Section 4.4 — Valid Issuance.
The Parent Shares, when issued and delivered to the Rollover Participant pursuant to this Agreement in exchange for the Rollover Shares, will be duly authorized, validly issued, fully paid, and nonassessable shares of common stock of Parent and will be free and clear of all Liens, other than (a) restrictions imposed by applicable federal and state securities laws, (b) the transfer restrictions and other provisions of the Stockholders Agreement, and (c) Liens created by the Rollover Participant. The issuance of the Parent Shares has been duly authorized by all necessary corporate action on the part of Parent, and no further approval or authorization of any Person (including any stockholder of Parent) is required for the valid issuance of the Parent Shares.
Section 4.5 — No Conflicts.
The execution, delivery, and performance of this Agreement by each of Parent and Buyer, and the consummation by each of Parent and Buyer of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation of or default under, any provision of the certificate of incorporation, bylaws, or other organizational documents of Parent or the partnership agreement or other organizational documents of Buyer, (b) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation or to the loss of any benefit under, any material contract, agreement, indenture, mortgage, lease, license, permit, or other instrument or obligation to which Parent or Buyer is a party or by which Parent, Buyer, or any of their respective properties or assets may be bound or affected, or (c) conflict with or violate any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority applicable to Parent or Buyer, except, in the case of each of clauses (b) and (c) above, as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Parent or Buyer to consummate the transactions contemplated by this Agreement.
ARTICLE V — COVENANTS
Section 5.1 — Pre-Closing Covenants of Rollover Participant.
(a) No Transfer. From the date of this Agreement until the earlier of (x) the Closing or (y) the valid termination of this Agreement in accordance with Article VII, the Rollover Participant shall not, directly or indirectly, (i) sell, transfer, assign, tender, pledge, hypothecate, gift, grant a participation interest in, encumber, or otherwise dispose of, or enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, tender, pledge, hypothecation, gift, encumbrance, or other disposition of, any of the Rollover Shares or any interest therein (including by operation of law), (ii) deposit any of the Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into any voting agreement with respect to any of the Rollover Shares that is inconsistent with this Agreement, or (iii) take any action that would make any representation or warranty of the Rollover Participant contained herein untrue or incorrect or would have the effect of preventing, impeding, interfering with, or adversely affecting the Rollover Participant's ability to perform his or her obligations under this Agreement and consummate the transactions contemplated hereby. Notwithstanding the foregoing, this Section 5.1(a) shall not restrict the Rollover Participant from selling, transferring, or otherwise disposing of Retained Shares.
(b) No Inconsistent Arrangements. From the date of this Agreement until the earlier of (x) the Closing or (y) the valid termination of this Agreement in accordance with Article VII, the Rollover Participant shall not, directly or indirectly, enter into any agreement, arrangement, or understanding (whether written or oral) that would be inconsistent with, or in violation of, the Rollover Participant's obligations under this Agreement, including any voting agreement, voting trust, option agreement, proxy, or similar arrangement with respect to the Rollover Shares.
(c) Cooperation. The Rollover Participant shall use reasonable best efforts to cooperate with Parent, Buyer, and the Company to effect the contribution and exchange contemplated by this Agreement, including by (i) executing and delivering such further instruments, documents, certificates, and agreements as may be reasonably requested by Parent, Buyer, or the Company in connection with the transactions contemplated hereby, (ii) providing such information and documentation as may be reasonably requested by Parent, Buyer, or the Company in connection with any regulatory filing or approval required in connection with the transactions contemplated by the Merger Agreement, and (iii) taking such other actions as may be reasonably requested by Parent, Buyer, or the Company to carry out the purposes and intent of this Agreement and the transactions contemplated hereby. The Rollover Participant shall promptly notify Parent and Buyer in writing of any event, development, or circumstance that the Rollover Participant becomes aware of that would or would reasonably be expected to cause any representation or warranty of the Rollover Participant contained in this Agreement to be untrue or incorrect in any material respect.
Section 5.2 — Post-Closing Covenants.
(a) Stockholders Agreement. Promptly following the Closing (and in any event concurrently with or immediately following the issuance of the Parent Shares to the Rollover Participant), the Rollover Participant shall execute and deliver the Stockholders Agreement substantially in the form attached hereto as Exhibit B, which Stockholders Agreement shall govern, among other things, transfer restrictions (including lock-up periods, rights of first refusal, and co-sale rights), tag-along rights, drag-along rights, board of directors composition and observation rights, information rights, preemptive rights, and such other governance and equity-related matters as set forth therein. The Rollover Participant acknowledges that the Rollover Participant has had the opportunity to review the form of Stockholders Agreement attached as Exhibit B and that the execution and delivery of the Stockholders Agreement is a material inducement for Parent and Buyer to enter into this Agreement.
(b) Registration Rights Agreement. The Rollover Participant shall, at or promptly following the Closing, execute and deliver such registration rights agreement or other documentation as Parent may reasonably request in connection with any future initial public offering or other public offering of Parent's equity securities, as contemplated by the post-closing arrangements among the equity holders of Parent. The Rollover Participant acknowledges that the terms and conditions of such registration rights agreement have not been finally determined as of the date hereof and that the Rollover Participant's execution and delivery of such agreement shall be subject to the terms thereof being consistent in all material respects with the terms described to the Rollover Participant as of the date hereof.
(c) Management Equity Incentive Plan. To the extent the Rollover Participant is designated by Parent or Buyer to receive awards under the Management Equity Incentive Plan of Ardent Apex Holdings Inc. (the "MEIP"), the Rollover Participant shall, upon reasonable request by Parent, execute and deliver any award agreement, subscription agreement, joinder agreement, or other documentation reasonably requested in connection with the grant or vesting of such awards. The Rollover Participant acknowledges that any MEIP awards shall be governed by the terms and conditions of the MEIP and the applicable award agreements, and that the grant of any such awards is in the sole discretion of the board of directors of Parent (or a committee thereof designated by the board of directors).
ARTICLE VI — CONDITIONS TO CLOSING
Section 6.1 — Conditions to Obligations of All Parties.
The obligations of each of Parent, Buyer, and the Rollover Participant to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or, to the extent permissible under applicable law, waiver by the Party or Parties for whose benefit such condition exists) of each of the following conditions:
(a) Consummation of Merger. The Merger shall have been consummated, or shall be consummated simultaneously with the contribution and exchange contemplated by Section 2.1 and Section 2.2 of this Agreement, in accordance with the terms and conditions of the Merger Agreement.
(b) Merger Agreement Conditions. All conditions to the Closing set forth in the Merger Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied at the Closing).
(c) No Prohibition. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, entered, or enforced any law, statute, rule, regulation, judgment, order, writ, decree, or injunction (whether temporary, preliminary, or permanent) that is then in effect and that prohibits, enjoins, restrains, or makes illegal the consummation of the transactions contemplated by this Agreement.
Section 6.2 — Conditions to Obligations of Parent and Buyer.
The obligations of Parent and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Parent and Buyer) of each of the following additional conditions:
(a) Representations and Warranties. The representations and warranties of the Rollover Participant set forth in Article III of this Agreement shall be true and correct in all material respects (without giving effect to any "materiality" or similar qualifier contained therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).
(b) Compliance with Covenants. The Rollover Participant shall have complied in all material respects with the covenants and agreements set forth in Section 5.1 of this Agreement that are required to be performed by the Rollover Participant on or prior to the Closing Date.
(c) Delivery of Rollover Shares. The Rollover Participant shall have delivered to Parent the Rollover Shares (or evidence of book-entry transfer of the Rollover Shares into the name of Parent, or certificates representing the Rollover Shares duly endorsed in blank or accompanied by duly executed stock powers), together with such other transfer documentation as Parent may reasonably request to effect the valid transfer of the Rollover Shares to Parent, free and clear of all Liens (other than restrictions arising under applicable securities laws and the Stockholders Agreement).
(d) Tax Documentation. The Rollover Participant shall have delivered to Parent a properly completed and duly executed Internal Revenue Service Form W-9 (or applicable successor form).
Section 6.3 — Conditions to Obligations of the Rollover Participant.
The obligations of the Rollover Participant to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Rollover Participant) of each of the following additional conditions:
(a) Representations and Warranties. The representations and warranties of Parent and Buyer set forth in Article IV of this Agreement shall be true and correct in all material respects (without giving effect to any "materiality" or similar qualifier contained therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).
(b) Issuance of Parent Shares. Parent shall be ready, willing, and able to issue the Parent Shares to the Rollover Participant in accordance with Section 2.2 of this Agreement, and all corporate authorizations necessary for the valid issuance of the Parent Shares shall have been obtained.
(c) Stockholders Agreement. The Stockholders Agreement shall have been duly executed and delivered by all parties thereto other than the Rollover Participant (including Buyer, Parent, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP), and a counterpart of the Stockholders Agreement so executed shall have been delivered to the Rollover Participant for execution.
ARTICLE VII — TERMINATION
Section 7.1 — Termination Events.
This Agreement shall automatically terminate, without any action by any Party or the delivery of any notice, upon the earliest to occur of any of the following:
(a) the mutual written consent of Parent, Buyer, and the Rollover Participant;
(b) the valid termination of the Merger Agreement in accordance with its terms, including, without limitation, (i) termination by Buyer upon payment of the reverse termination fee of $140,000,000 as set forth in the Merger Agreement, or (ii) termination by the Company upon payment of the target termination fee of $84,000,000 as set forth in the Merger Agreement, or (iii) any other valid termination of the Merger Agreement in accordance with its terms;
(c) the Outside Date (September 10, 2025, or, if extended in accordance with the terms of the Merger Agreement for the purpose of obtaining required regulatory approvals, December 10, 2025), if the Closing shall not have occurred on or prior to such date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to any Party whose breach of this Agreement has been the primary cause of, or has resulted in, the failure of the Closing to have occurred on or prior to the Outside Date; or
(d) any Governmental Authority of competent jurisdiction having issued a final, non-appealable order, judgment, injunction, or decree permanently prohibiting, enjoining, or otherwise making illegal the consummation of the Merger.
Section 7.2 — Effect of Termination.
Upon the termination of this Agreement in accordance with Section 7.1, this Agreement shall thereupon become void and of no further force or effect, and no Party shall have any liability or obligation to any other Party hereunder, and all rights and obligations of the Parties hereunder shall cease; provided, however, that (a) nothing in this Section 7.2 shall relieve any Party of any liability for fraud or willful and material breach of this Agreement prior to such termination, and (b) the provisions of this Article VII and Article IX (Miscellaneous) shall survive any termination of this Agreement. As used in this Agreement, "willful and material breach" means a material breach that is the consequence of an act or failure to act by the breaching Party with actual knowledge that the taking of such act or the failure to take such act would constitute or would reasonably be expected to result in a breach of this Agreement.
ARTICLE VIII — INDEMNIFICATION
Section 8.1 — Indemnification by the Rollover Participant.
Subject to the terms and conditions of this Article VIII, the Rollover Participant shall indemnify, defend, and hold harmless Parent and Buyer and their respective affiliates, directors, officers, employees, agents, and representatives (collectively, the "Parent Indemnified Parties") from and against any and all losses, damages, liabilities, costs, expenses (including reasonable and documented attorneys' fees and expenses), judgments, fines, penalties, interest, settlement amounts, and other amounts (collectively, "Losses") incurred or suffered by any Parent Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of the Rollover Participant contained in this Agreement, (b) any breach of any covenant or agreement of the Rollover Participant contained in this Agreement, or (c) any failure by the Rollover Participant to deliver or contribute the Rollover Shares to Parent in accordance with the terms of this Agreement.
Section 8.2 — Indemnification by Parent.
Subject to the terms and conditions of this Article VIII, Parent shall indemnify, defend, and hold harmless the Rollover Participant (the "Participant Indemnified Party") from and against any and all Losses incurred or suffered by the Participant Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of Parent or Buyer contained in this Agreement, (b) any breach of any covenant or agreement of Parent or Buyer contained in this Agreement, or (c) any failure by Parent to issue the Parent Shares to the Rollover Participant in accordance with the terms of this Agreement.
Section 8.3 — Limitation.
Notwithstanding anything to the contrary in this Article VIII, the aggregate liability of the Rollover Participant under this Article VIII shall not exceed the Rollover Amount set forth on Schedule I hereto. In no event shall the Rollover Participant be liable for any punitive, speculative, consequential, or indirect damages, except to the extent such damages are payable to a third party in connection with a third-party claim for which indemnification is sought hereunder.
Section 8.4 — Exclusive Remedy.
Except in the case of fraud or willful and material breach, the indemnification provisions set forth in this Article VIII shall constitute the sole and exclusive remedy of the Parties and their respective affiliates, successors, and assigns with respect to any and all claims arising out of or relating to any breach or alleged breach of this Agreement. Notwithstanding the foregoing, nothing in this Section 8.4 shall limit or restrict (a) the right of any Party to seek specific performance or injunctive relief as contemplated by Section 9.9, or (b) any claims based on fraud or willful and material breach.
ARTICLE IX — MISCELLANEOUS
Section 9.1 — Notices.
All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by facsimile or electronic mail (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, (c) one (1) business day after being sent by overnight courier (receipt requested), or (d) three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.1):
If to Parent or Buyer:
Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022
Attention: Theodore Hargrove and Victoria Langford
Email: [●]
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 7 Times Square New York, New York 10036
Attention: James Prentice
Email: [●]
If to the Rollover Participant:
To the address set forth on the signature page hereto, or to such other address as the Rollover Participant may specify by notice given in accordance with this Section 9.1.
Section 9.2 — Entire Agreement.
This Agreement (together with the Schedules and Exhibits hereto), the Merger Agreement, the Stockholders Agreement, and the other agreements and instruments referenced herein or delivered pursuant hereto constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, representations, warranties, understandings, and communications, whether written or oral, among the Parties with respect to such subject matter. No Party has relied on any representation, warranty, or agreement of any other Party that is not expressly set forth in this Agreement.
Section 9.3 — Amendments and Waivers.
No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the Parties hereto. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of any provision of this Agreement shall be deemed to be or shall constitute a waiver of any other breach of such provision or of any breach of any other provision of this Agreement, whether or not similar, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided in the written instrument effecting such waiver.
Section 9.4 — Governing Law.
This Agreement and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 9.5 — Jurisdiction and Venue.
Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court. Each Party further irrevocably waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.1, provided that nothing in this Section 9.5 shall affect the right of any Party to serve legal process in any other manner permitted by applicable law.
Section 9.6 — Waiver of Jury Trial.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.
Section 9.7 — Assignability.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assignable by the Rollover Participant without the prior written consent of Parent and Buyer. Parent and Buyer may assign their respective rights, interests, and obligations under this Agreement, in whole or in part, to any of their respective affiliates; provided, however, that no such assignment shall relieve the assigning Party of its obligations under this Agreement. Any attempted assignment in violation of this Section 9.7 shall be null and void and of no force or effect.
Section 9.8 — Severability.
If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion thereof), and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein; provided, however, that the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the original intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 9.9 — Specific Performance.
The Parties acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in addition to any other remedies available at law or in equity, each Party shall be entitled to an injunction or injunctions or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by any other Party, and to specifically enforce the t

ROLLOVER AGREEMENT

ARDENT APEX HOLDINGS INC.

ARDENT CAPITAL PARTNERS III LP

THE ROLLOVER PARTICIPANT IDENTIFIED ON THE SIGNATURE PAGE HERETO

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ROLLOVER AGREEMENT

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