STOCKHOLDERS AGREEMENT by and among LUMEXA IMAGING HOLDINGS, INC. and THE ENTITIES NAMED IN THE PREAMBLE Dated as of

STOCKHOLDERS AGREEMENT

LUMEXA IMAGING HOLDINGS, INC.

THE ENTITIES NAMED IN THE

Dated as of December 12, 2025

STOCKHOLDERS AGREEMENT

This Stockholders Agreement is entered into as of December 12, 2025 by and among Lumexa Imaging Holdings, Inc., a Delaware corporation

(the "Company"), and (i) Welsh, Carson, Anderson & Stowe XII Cayman, L.P., a Cayman limited partnership, (ii) Welsh, Carson, Anderson & Stowe XII Delaware II, L.P, a Delaware limited partnership,

(iii) Welsh, Carson, Anderson & Stowe XII Delaware, L.P., a Delaware limited partnership, (iv) Welsh, Carson, Anderson & Stowe XII L.P., a Delaware limited partnership, (v) WCAS XII

Co-Investors LLC, a Delaware limited liability company, (vi) WCAS-Co-Invest Holdco, L.P., a Delaware limited partnership,

and (vii) WCAS Management Corporation, a Delaware corporation (collectively, the "Holder").

WHEREAS, the Company is currently contemplating an underwritten initial public offering ("IPO") of shares of its Common

Stock (as defined below); and

WHEREAS, in connection with, and effective upon, the date of completion of the IPO (the "Closing

Date"), the Company and the Holder wish to set forth certain understandings between such parties, including with respect to certain governance matters.

NOW, THEREFORE, the parties agree as follows:

INTRODUCTORY MATTERS

1.1 Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used

herein with initial capital letters:

"Affiliate" means, with respect to any Person, (a) any Person that, directly

or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, or (b) any Person who is a general partner, partner, managing director, manager, officer, director or principal of

the specified Person. Notwithstanding the foregoing, except with respect to Section 4.15 and the definitions of "Sponsor Entities", "Related Party" and "Related Parties", none of the

Sponsor Entities shall be considered an Affiliate of (i) any portfolio company in which the Sponsor Entities or any of their investment fund affiliates have made a debt or equity investment (and vice versa), (ii) any limited partners, non-managing members of, or other similar direct or indirect investors in, the Sponsor Entities or any of their respective affiliates (and vice versa) or (iii) any portfolio company in which any limited

partner, non-managing member of, or other similar direct or indirect investor in the Sponsor Entities or any of their respective affiliates have made a debt or equity investment (and vice versa), and none of

the Persons described in clauses (i) through (iii) of this definition shall be considered an Affiliate of each other.

"Agreement" means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified

from time to time in accordance with the terms hereof.

"beneficially own" has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

"Board" means the board of directors of the Company.

"Business Day" means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which

commercial banks in New York City are authorized or required by law to close.

"Bylaws" means the Amended and Restated

Bylaws of the Company, as the same may be amended and/or restated from time to time.

"Charter" means the Amended and

Restated Certificate of Incorporation of the Company, as the same may be amended and/or restated from time to time.

Date" has the meaning set forth in the Recitals.

"Common Stock" means the shares of common stock, par value

$0.001 per share, of the Company, and any other capital stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company.

"Company" has the meaning set forth in the Preamble.

"control" (including its correlative meanings, "controlled by" and "under common control

with") means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise)

"Director" means any member of the Board.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder,

as the same may be amended from time to time.

"Governmental Authority" means any nation or government, any state or

other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Holder" has the meaning set forth in the Preamble.

"Information" has the meaning set forth in Section 3.1.

"IPO" has the meaning set forth in the Recitals.

"Law" means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive,

requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock

company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political

subdivision thereof.

"Permitted Assigns" means an Affiliate of a Sponsor Entity that is a

Transferee of shares of Common Stock that agrees to become party to, and to be bound to the same extent as its Transferor by the terms of, this Agreement.

"Related Party" has the meaning set forth in Section 4.15.

"Sponsor Entities" means the Holder, its Affiliates and the Holder's and such Affiliates' respective successors

and Permitted Assigns.

"Subsidiary" means, with respect to any Person, any corporation, limited liability company,

partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled to vote in the election of directors, representatives or trustees thereof is at the time owned or

controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the

total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries

of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall

be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing member, managing director or other governing body or general partner of such limited

liability company, partnership, association or other business entity.

"Total Number of Directors" means the total

number of directors constituting the Board.

"Transfer" (including its correlative meanings,

"Transferor", "Transferee" and "Transferred") shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a

security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to

such security. When used as a noun, "Transfer" shall have such correlative meaning as the context may require.

"WCAS Designee" has the meaning set forth in Section 2.1(b).

1.2 Construction. Interpretation of this Agreement shall be governed by the following rules of construction. Unless the context

otherwise requires: (a) references to the terms Article, Section and paragraph are references to the Articles, Sections and paragraphs to this Agreement unless otherwise specified; (b) the terms "hereof," "herein,"

"hereby," "hereto," and derivative or similar words refer to this entire Agreement; (c) references to "$" or "Dollars" shall mean United States dollars; (d) the words "include,"

"includes," "including" and words of similar import when used in this Agreement shall mean "including without limitation," unless otherwise specified; (e)

the word "or" shall not be exclusive; (f) references to "written" or "in writing" include in electronic form; (g) provisions shall apply, when

appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) the Holder has

participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties thereto and no presumption or burden of proof shall

arise favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement; (j) a reference to any Person includes such Person's permitted successors and assigns; (k) references to

"days" mean calendar days unless Business Days are expressly specified; (l) the word "will" shall be construed to have the same meaning and effect as the word "shall"; (m) the terms "party",

"party hereto", "parties" and "party hereto" shall mean a party to this Agreement and the parties to this Agreement, as applicable, unless otherwise specified; (n) with respect to the determination of any

period of time, "from" means "from and including"; and (o) any deadline or time period set forth in this Agreement that by its terms ends on a day that is not a Business Day shall be automatically extended to the next

succeeding Business Day. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument or statute as from time to time may be amended, supplemented, restated or modified, including (in the case of agreements or

instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes.

Election of Directors.

(a) Following the Closing Date, the Holder shall have the right, but not the obligation, to nominate to the

Board a number of designees equal to at least: (i) three-ninths of the Total Number of Directors, for so long as the Sponsor Entities' beneficial ownership of the Company's Common Stock remains above 30% of the shares of Common

Stock outstanding; (ii) two-ninths of the Total Number of Directors, for so long as the Sponsor Entities' beneficial ownership of the Company's Common Stock remains above 20% of the shares of

Common Stock outstanding; and (iii) one-ninth of the Total Number of Directors, for so long as the Sponsor Entities' beneficial ownership of the Company's Common Stock remains above 10% of the

shares of Common Stock outstanding, in each case to the extent such designees are permitted to serve on the Board under the applicable rules of the U.S. Securities and Exchange Commission and any applicable stock exchange. For purposes of

calculating the number of Directors that the Holder is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11 4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of

(b) In the event that the Holder has nominated less than the total number of designees the Holder shall be entitled to

nominate pursuant to Section 2.1(a), the Holder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary

corporate action, to the fullest extent permitted by applicable law, to (x) enable the Holder to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and

(y) to effect the election or appointment of such additional individuals nominated by the Holder to fill such newly-created directorships or to fill any other existing vacancies. Each such Person whom the Holder shall actually nominate pursuant

to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a "WCAS Designee".

(c) In the event that a vacancy is created at any time by the death, retirement or

resignation of any WCAS Designee, the remaining Directors and the Company shall, to the fullest extent permitted by applicable law, take all actions necessary at any time and from time to time to cause the vacancy created thereby to be filled by a