Contract analysis

I. Purpose and Scope This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the Phase I Environmental Site Assessments (each, a "Phase I ESA") prepared by Fieldstone Environmental Associates Inc. ("Fieldstone"), an environmental consulting firm headquartered in Atlanta, Georgia, for the three owned real properties of MedVance Health Systems, Inc. (the "Company," "MedVance," or "Target"). Fieldstone

II. Executive Summary Based on C&H's review of the three Phase I ESA reports prepared by Fieldstone and the supplemental environmental and regulatory compliance diligence conducted by C&H as described herein, we provide the following high-level conclusions: No Recognized Environmental Conditions Identified. Fieldstone identified no Recognized Environmental Conditions ("RECs"), no Controlled Recognized Environmental C

III. Properties Assessed Fieldstone prepared individual Phase I ESA reports for each of the three real properties owned in fee simple by MedVance Health Systems, Inc. The properties are described below. A. Nashville Headquarters and Administrative Campus • Address: 4200 West End Avenue, Nashville, TN 37205 • Property Type: Corporate headquarters and administrative offices; approximately 86,500 square feet of owned co

IV. Fieldstone Phase I ESA Methodology Fieldstone employed a consistent methodology across all three Phase I ESA engagements, adhering to the requirements of ASTM Standard E1527-21 and the AAI Rule. The following summarizes the principal components of Fieldstone's scope of work: (a) Regulatory Database Review. Fieldstone engaged Penrose Solutions ("EDR"), an industry-standard database provider, to conduct comprehensi

V. Findings by Property A. Nashville Headquarters and Administrative Campus (4200 West End Avenue, Nashville, TN 37205) Regulatory Database Review. The EDR database search conducted for the Nashville Headquarters property revealed no listings for the subject property on any federal or State of Tennessee environmental regulatory database. Fieldstone reviewed all listings identified within the applicable ASTM E1527-21

VI. Data Gaps and Limitations Fieldstone identified the following data gaps in its Phase I ESA reports, which are discussed below along with Fieldstone's professional assessment of whether such gaps affect its conclusions and C&H's independent evaluation: Nashville Headquarters (FEA-2024-1187). Fieldstone noted that historical Trelwick fire insurance maps were not available for the specific area of the subject proper

VII. Regulatory Compliance Matters (Non-ASTM Observations) The following items, while outside the scope of the ASTM E1527-21 Phase I ESA standard, were observed by Fieldstone during its site reconnaissance and interviews or were identified through C&H's broader environmental and regulatory compliance diligence. These items are relevant to Purchaser's overall environmental risk assessment and are summarized here for c

VIII. Recommendations for SPA Environmental Provisions Based on the favorable environmental findings summarized in this memorandum, C&H provides the following recommendations regarding the treatment of environmental matters in the Stock Purchase Agreement. A. Representations and Warranties C&H recommends that the SPA include standard environmental representations and warranties by the Seller, consistent with the "cle

IX. Conclusion Based on C&H's review of the three Phase I Environmental Site Assessments prepared by Fieldstone Environmental Associates Inc. and the broader environmental and regulatory compliance diligence conducted by C&H as summarized in this memorandum, no material environmental liabilities or conditions have been identified with respect to the three owned properties of MedVance Health Systems, Inc. Specifically