Contract analysis

1. Commitment Ridgeline (in its capacity as Administrative Agent, Lead Arranger, and Bookrunner) and Pinnacle (in its capacity as Co-Lender) are pleased to advise you of their commitment to provide to the Borrower senior secured credit facilities in an aggregate principal amount of $390,000,000 (the "Facilities"), consisting of: (a) a $340,000,000 Senior Secured Term Loan B Facility (the "Term Loan B" or "TLB"); and

2. Titles and Roles Ridgeline shall act as sole Administrative Agent under the Credit Agreement to be entered into among the Borrower, the Guarantors, the Administrative Agent, and the Lenders (the "Credit Agreement"). In such capacity, Ridgeline shall perform the duties and exercise the rights customarily associated with such role, including the administration of the Facilities, the maintenance of the register of Le

3. Syndication Ridgeline, in its capacity as Lead Arranger and Bookrunner, reserves the right, both prior to and after the Closing Date (as defined in the Term Sheet), to syndicate all or a portion of the Facilities to one or more financial institutions (each, an "Additional Lender") that are reasonably acceptable to the Borrower (such consent of the Borrower not to be unreasonably withheld, conditioned, or delayed);

4. Information The Borrower and Ardent Capital Management III LLC (the "Ardent GP") shall have furnished, or caused to be furnished, to the Commitment Parties all financial and other information reasonably requested by the Commitment Parties in connection with the Facilities and the Transactions. The Commitment Parties hereby acknowledge receipt of, among other things, the following materials: (a) the confidential in

5. Conditions Precedent to Funding The funding of the Facilities on the Closing Date shall be subject solely to the satisfaction (or waiver in writing by the Commitment Parties) of the conditions set forth in this Section 5 (collectively, the "Funding Conditions"). For the avoidance of doubt, the Funding Conditions set forth below are the only conditions to the obligations of the Commitment Parties to fund the Facili

7. Duration and Termination 7(a). Expiration. This Commitment Letter and the commitments and other obligations of the Commitment Parties hereunder shall automatically expire and terminate at 5:00 p.m. (New York City time) on the earliest of: (i) April 30, 2025 (the "Outside Date"), if the Closing Date shall not have occurred on or before such date; (ii) the closing of the Acquisition without the use of the Facilities

8. Indemnification The Borrower and the Sponsor (jointly and severally) shall indemnify, defend, and hold harmless each Commitment Party and each of their respective affiliates, and the directors, officers, employees, agents, advisors, representatives, and controlling persons of each of the foregoing (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, costs, and expense

9. Expenses Whether or not the Closing Date occurs or any credit is extended under the Facilities, the Borrower shall pay or reimburse on the Closing Date (or, if the Closing Date does not occur, promptly upon demand by the applicable Commitment Party) all reasonable and documented out-of-pocket costs and expenses of the Commitment Parties and the Administrative Agent incurred in connection with the Facilities, the p

10. Confidentiality Each party hereto agrees to maintain the confidentiality of this Commitment Letter, the Fee Letter, the Term Sheet, and the terms and conditions set forth herein and therein, and shall not disclose the contents thereof (or the contents of any draft or term sheet related thereto) to any person, except: (i) to its own officers, directors, employees, members, partners, accountants, attorneys, financi

11. Limitation of Liability In no event shall any Commitment Party, or any of its affiliates, directors, officers, employees, agents, advisors, or representatives, or the Borrower or any of its affiliates, directors, officers, employees, agents, advisors, or representatives, be liable for any indirect, special, punitive, exemplary, or consequential damages (including, without limitation, any loss of profits, business

12. Assignments The commitments and obligations of the Commitment Parties hereunder are not assignable by any party hereto without the prior written consent of each of the other parties hereto, and any purported assignment without such consent shall be null and void; except that: (a) Ridgeline or Pinnacle may, without the consent of the Borrower, assign all or a portion of its commitments and obligations hereunder to

13. Amendments; No Waiver This Commitment Letter (including the Term Sheet) may not be amended, supplemented, or otherwise modified except by a written instrument signed by each of the Commitment Parties and the Borrower. No failure or delay by any party hereto in exercising any right, power, or privilege under this Commitment Letter shall operate as a waiver thereof, nor shall any single or partial exercise thereof

14. Governing Law This Commitment Letter and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Commitment Letter and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof (other than Sections 5-14

15. Jurisdiction; Waiver of Jury Trial Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, the County of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding

16. Counterparts; Electronic Execution This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other elec

17. Patriot Act / BSA Notice Each of Ridgeline and Pinnacle hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended) and the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), as amended, and the regulations promulgated thereunder, each Lender is required to obtain, verify, and record information that identifies the Borrower, the Guarantors, and each

18. Entire Agreement This Commitment Letter (together with the Term Sheet attached hereto as Exhibit A, the Conditions Annex attached hereto as Exhibit B, and the Fee Letter of even date herewith) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, communications, discussions, understandings, and agreements (whe

19. Acceptance We are pleased to have the opportunity to work with you and the Sponsor on this important transaction. If the foregoing terms and conditions are acceptable to you, please evidence your acceptance by executing and returning to us the enclosed copy of this Commitment Letter (together with the Fee Letter) no later than 5:00 p.m. (New York City time) on February 10, 2025. This offer will automatically expi

II. Facilities. A. Term Loan B. Type: Senior secured first lien term loan (the "Term Loan B" or "TLB"). Aggregate Principal Amount: $340,000,000. Availability: The Term Loan B shall be available in a single draw on the Closing Date. Amounts repaid or prepaid under the Term Loan B may not be re-borrowed. Maturity: Seven (7) years from the Closing Date (the "TLB Maturity Date"). Based on a target Closing Date of April

III. Use of Proceeds — Term Loan B The proceeds of the Term Loan B shall be used on the Closing Date, together with the Equity Contribution and cash on hand, as follows: (a) to fund a portion of the aggregate purchase price for the Acquisition ($620,000,000); (b) to retire and repay in full all existing indebtedness of the Target at Granton Savings Bank, N.A. (in the approximate amount of $41,300,000); (c) to pay all

IV. Security. Collateral: First-priority perfected security interest (subject only to customary permitted liens and exceptions) in substantially all tangible and intangible assets of the Borrower and each Guarantor, including, without limitation: • Accounts receivable • Inventory • Equipment (including medical equipment and fixtures) • intellectual property (patents, trademarks, copyrights, trade secrets, and license

V. Financial Covenants A. Term Loan B. None. The Term Loan B shall have a "covenant-lite" structure, with no financial maintenance covenants. B. Revolving Credit Facility (Springing). Total Net Leverage Ratio: The Borrower shall not permit the Total Net Leverage Ratio (as defined below), tested as of the last day of each fiscal quarter on a trailing four-quarter (LTM) basis, to exceed the maximum ratio set forth belo

VI. Representations and Warranties The Credit Agreement shall contain representations and warranties that are customary for senior secured credit facilities of this type, size, and purpose, including, without limitation, representations and warranties with respect to: • Organization, existence, and qualification of the Borrower and each Guarantor in their respective jurisdictions of organization and in each jurisdict

VII. Affirmative Covenants The Credit Agreement shall contain affirmative covenants that are customary for senior secured credit facilities of this type, size, and purpose, including, without limitation: • Delivery of annual audited consolidated financial statements (within 120 days after the end of each fiscal year) and quarterly unaudited consolidated financial statements (within 60 days after the end of each of th

VIII. Negative Covenants The Credit Agreement shall contain negative covenants that are customary for senior secured credit facilities of this type, size, and purpose, with baskets, thresholds, and exceptions to be mutually agreed upon, including, without limitation, restrictions on: • Indebtedness: Limitations on the incurrence of additional indebtedness, with customary exceptions (including purchase money debt, cap