Contract analysis

1. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on January 8, 2025, under DE File No. 7201548, together with all amendments thereto through the date hereof. The Certificate of Incorporation attached as Exhibit A has not been amended, supplemented, modifie

2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as adopted by the Board of Directors of the Company on January 8, 2025, together with all amendments thereto through the date hereof. Such Bylaws have not been amended, modified, rescinded, revoked, or otherwise altered since their adoption and remain in full force and effect as of the date hereof.

3. Good Standing Attached hereto as Exhibit C is a certificate of good standing, or equivalent certificate of status, of the Company issued by the Secretary of State of the State of Delaware, dated not more than five (5) business days prior to the date hereof. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware as of the date hereof.

4. Board Resolutions Attached hereto as Exhibit D is a true, correct, and complete copy of (a) the unanimous written consent of the Board of Directors of the Company adopted effective as of February 9, 2025, and (b) the supplemental resolutions adopted effective as of April 16, 2025 (collectively, the "Resolutions"). The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and

5. Incumbency The persons named below are, and at all relevant times have been, the duly elected or appointed, qualified, and acting officers and directors of the Company, holding the offices set forth opposite their respective names as of the date hereof, and the signatures appearing opposite their respective names below are their genuine signatures: I further certify that each of the foregoing officers of the Compa

6. Sole Stockholder As of the date hereof, Ardent Capital Partners III LP, a Delaware limited partnership, is the sole stockholder of the Company and is the record and beneficial owner of one hundred percent (100%) of the issued and outstanding capital stock of the Company.

7. No Proceedings No petition or proceeding has been filed or commenced seeking the dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar relief with respect to the Company under any applicable law, and no such action has been authorized by the Board of Directors or the sole stockholder of the Company. Closing Statement This Certificate is being delivered pursuant to Section 7.2(c) of the Purch

Section 1. Principal Office The principal executive office of the Corporation shall be located at such place, within or outside the State of Delaware, as the Board of Directors may from time to time designate.

Section 2. Registered Office The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent at such address shall be Capitol Statutory Agents Inc., unless otherwise determined by resolution of the Board of Directors and reflected in the Corporation's filings with the Secretary of State of the State of Delaware.

Section 3. Other Offices The Corporation may maintain such other offices and places of business, within or outside the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Section 1. Annual Meetings An annual meeting of stockholders shall be held on such date and at such time as shall be designated by the Board of Directors for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meetings Special meetings of the stockholders may be called at any time by the President, the Board of Directors, or the holders of not less than a majority of all shares entitled to vote at the proposed meeting, unless otherwise provided by law or the Certificate of Incorporation.

Section 3. Place of Meetings Meetings of stockholders shall be held at such place, if any, within or outside the State of Delaware, as may be designated by the Board of Directors and stated in the notice of meeting. The Board of Directors may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication to the extent

Section 4. Notice of Meetings Written notice of each meeting of stockholders shall be given in accordance with applicable law not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote thereat.

Section 5. Quorum Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the shares entitled to vote, present in person, by remote communication if authorized, or represented by proxy, shall constitute a quorum at any meeting of stockholders.

Section 6. Voting Each stockholder shall be entitled to one vote for each share of capital stock held of record by such stockholder, except as otherwise provided by law or the Certificate of Incorporation. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, any matter brought before a meeting of stockholders shall be decided by the affirmative vote of the holders of a majority of the

Section 7. Proxies Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in the manner permitted by applicable law.

Section 8. Action Without a Meeting Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, or by electronic transmission to the extent permitted by law, setting forth the action so taken, shall be signed by

Section 9. Record Date In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or allotment of any rights, or for any other proper purpose, the Board of Directors may fix a record date in accorda

ARTICLE III BOARD OF DIRECTORS

Section 1. General Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by law or the Certificate of Incorporation.

Section 2. Number and Qualification The number of directors constituting the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or the sole stockholder. Directors need not be stockholders of the Corporation unless so required by the Certificate of Incorporation.

Section 3. Election and Term Directors shall be elected by the stockholders or, where permitted, appointed by the sole stockholder, and each director shall hold office until such director's successor has been duly elected and qualified or until such director's earlier death, resignation, or removal.

Section 4. Removal Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as otherwise provided by law or the Certificate of Incorporation.

Section 5. Vacancies Any vacancy occurring on the Board of Directors, including any vacancy resulting from an increase in the authorized number of directors, may be filled by a majority of the remaining directors then in office, though less than a quorum, or by the sole remaining director, unless otherwise required by law.

Section 6. Regular Meetings Regular meetings of the Board of Directors may be held without notice at such times and places as shall from time to time be determined by the Board of Directors.

Section 7. Special Meetings Special meetings of the Board of Directors may be called by the President or by any director. Notice of the time and place of special meetings shall be given to each director at least twenty-four (24) hours prior thereto, either personally, by telephone, electronic transmission, or other lawful means.

Section 8. Quorum and Voting A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater vote is required by law, the Certificate of Incorporation, or these Bylaws.

Section 9. Action Without a Meeting Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors.

Section 10. Participation by Communications Equipment Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at

Section 11. Committees The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, to the extent permitted by law and subject to such powers and limitations as the Board of Directors may prescribe.

Section 1. Officers The officers of the Corporation shall be elected by the Board of Directors and may include a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as the Board of Directors may deem necessary or advisable. Any two or more offices may be held by the same person, except where prohibited by law.

Section 2. Removal and Resignation Any officer may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon notice to the Corporation.

Section 3. President The President shall be the chief executive officer of the Corporation unless the Board of Directors otherwise provides, shall have general supervision over the business and affairs of the Corporation, and shall perform all duties incident to the office of President and such other duties as may from time to time be assigned by the Board of Directors.

Section 4. Vice Presidents Each Vice President shall have such powers and perform such duties as may be assigned by the Board of Directors or the President. In the absence or disability of the President, the Vice Presidents in the order designated by the Board of Directors, or if no such designation is made, as determined by the Board of Directors, shall perform the duties of the President.

Section 5. Secretary The Secretary shall keep or cause to be kept the minutes of all meetings and actions by written consent of the stockholders and the Board of Directors, shall give all notices required by law and these Bylaws, shall have custody of the corporate records and seal, if any, and shall perform such other duties as may be assigned by the Board of Directors or the President.

Section 6. Treasurer The Treasurer shall have custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements, shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall perform such other duties as may be assigned by the Board of Director

ARTICLE V INDEMNIFICATION AND ADVANCEMENT

Section 1. Right to Indemnification The Corporation shall indemnify, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation in any capacity for another ent

Section 2. Advancement of Expenses The Corporation shall, to the fullest extent not prohibited by law, pay the expenses incurred by a director or officer in defending any proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance shall be made only upon receipt of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be d

Section 3. Non-Exclusivity The rights to indemnification and advancement of expenses provided by this Article shall not be exclusive of any other rights to which any person may now or hereafter be entitled under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 4. Insurance The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against and incurred by such person in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL.

ARTICLE VI STOCK CERTIFICATES AND TRANSFERS

Section 1. Certificates The shares of the Corporation may be certificated or uncertificated, as provided under the DGCL. If certificated, certificates shall be in such form as approved by the Board of Directors and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer.

Section 2. Transfers Shares of stock shall be transferable on the books of the Corporation in accordance with applicable law and such procedures as may be established by the Board of Directors.

Section 3. Lost Certificates The Corporation may issue a new certificate or uncertificated replacement for shares alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the furnishing of an affidavit and indemnity bond.

ARTICLE VII GENERAL PROVISIONS

Section 1. Fiscal Year The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 2. Corporate Seal The Corporation may adopt a corporate seal in such form as the Board of Directors may determine. The absence of a corporate seal on any instrument shall not affect its validity.

Section 3. Waiver of Notice Whenever notice is required to be given under the DGCL, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, or a waiver by electronic transmission to the extent permitted by law, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 4. Amendments These Bylaws may be adopted, amended, altered, or repealed by the Board of Directors or by the stockholders to the extent permitted by the Certificate of Incorporation, these Bylaws, and the DGCL. Adopted by the Board of Directors of Ardent Healthcare Holdings Inc. effective as of January 8, 2025. ________________________________________ Audrey Sato Secretary EXHIBIT C CERTIFICATE OF GOOD STANDI

1. Approval of the Purchase Agreement. RESOLVED, that the entry by the Company into that certain Stock Purchase Agreement, dated as of February 10, 2025, by and among the Company, the Sellers named therein, and MedVance Health Systems, Inc., substantially in the form presented to the Board of Directors, together with all schedules, exhibits, annexes, and ancillary agreements contemplated thereby, be, and hereby is, a

2. Financing Arrangements. RESOLVED, that the Company be, and hereby is, authorized to enter into a Credit Agreement with Ridgeline National Bank, N.A., as Administrative Agent, and Pinnacle Commercial Credit Corp., as co-lender, reference number RNB-HC-2025-0418, providing for (a) a $340,000,000 Term Loan B facility bearing interest at SOFR plus 425 basis points and (b) a $50,000,000 revolving credit facility bearin

3. Equity Contribution. RESOLVED, that the Board of Directors hereby acknowledges and approves the equity contribution to the Company in an aggregate amount of $290,000,000 from Ardent Capital Partners III LP (EIN 87-3541982), on such terms as may be set forth in the applicable equity commitment, contribution documentation, and related transaction materials;

4. Escrow Agreement. RESOLVED, that the entry by the Company into an Escrow Agreement with Continental Fiduciary Trust Company, as escrow agent, relating to Escrow Account No. CFT-ESC-2025-00327, pursuant to which $49,600,000 of the Purchase Price shall be deposited into escrow in accordance with the terms of the Purchase Agreement, be, and hereby is, authorized and approved;

5. Representations and Warranties Insurance. RESOLVED, that the binding, purchase, and maintenance by the Company of that certain representations and warranties insurance policy issued or to be issued by Northbridge Specialty Insurance Company, Policy No. NSI-POLI-2025-04418, with a policy limit of $62,000,000 and a retention amount of $6,200,000, be, and hereby are, authorized and approved;

6. Transaction Documents. RESOLVED, that the Company be, and hereby is, authorized to execute, deliver, and perform all Transaction Documents, including without limitation the Purchase Agreement, the Escrow Agreement, the Credit Agreement, the Management Rollover Agreements, any transition services arrangements, and each certificate, instrument, notice, agreement, and other document contemplated by any of the foregoi