Contract analysis

Section 1.01 Defined Terms in Credit Agreement Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Credit Agreement (Reference No. RNB-HC-2025-0418, dated April 18, 2025).

Section 1.02 Additional Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Account" means an "account" as defined in the UCC, and in any event includes all accounts receivable, rights to payment for goods sold or leased or services rendered, whether or not earned by performance, all health-care-insurance receivables, and all other rights to payment of a monetary obligatio

Section 1.03 UCC Terms Any term used in this Agreement that is defined in Article 8 or Article 9 of the UCC and not otherwise defined in this Agreement or in the Credit Agreement shall have the meaning given to such term in the UCC.

Section 1.04 Rules of Construction The rules of construction set forth in the Credit Agreement shall, unless the context otherwise requires, apply to this Agreement. Without limiting the generality of the foregoing: (a) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) the singular includes the plural and the plural includes the singular; (c) re

Section 2.01 Guarantee of the Obligations Each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, to the Administrative Agent, for the benefit of each Secured Party, the due and punctual payment when due, whether at stated maturity, by acceleration or otherwise, and the due and punctual performance of all Obligations of Borrower and each other Grantor (the "Guaranteed Obligations"). W

Section 2.02 Guarantee of Payment; Not of Collection The obligations of each Guarantor under this Article II are primary, absolute, irrevocable and unconditional. This Agreement constitutes a guarantee of payment and performance and not of collection only. Subject to the terms of this Agreement, the Administrative Agent may enforce this Agreement against any Guarantor without first seeking to collect from Borrower or

Section 2.03 No Limitations on Liability Each Guarantor intends that this Agreement and the obligations of such Guarantor hereunder shall be enforceable against such Guarantor to the fullest extent permitted by applicable law. Accordingly, notwithstanding anything herein to the contrary, if any obligation of any Guarantor under this Article II would otherwise be held or determined to be avoidable, invalid or unenforc

Section 2.04 Guarantee Absolute and Unconditional The obligations of each Guarantor hereunder shall be absolute and unconditional, irrespective of, and each Guarantor hereby expressly waives, to the fullest extent permitted by law, any defense now or hereafter arising by reason of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any other Loan Document or any other agreement or instrumen

Section 2.05 Waivers To the fullest extent permitted by applicable law, each Guarantor hereby waives: (a) notice of acceptance of this Agreement and notice of the incurrence, renewal, extension or accrual of any Guaranteed Obligation; (b) presentment, demand for payment, protest, notice of dishonor, notice of nonpayment and all other notices of any kind; (c) diligence, promptness, marshalling, valuation, stay of exec

Section 2.06 Reinstatement This Agreement shall continue to be effective, or if terminated shall be automatically reinstated, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party, whether as a result of any insolvency proceeding, fraudulent transfer, preference, settlement or otherwise, all as though such paymen

Section 2.07 Subrogation Until the occurrence of the Payment in Full Date, no Guarantor shall exercise, and each Guarantor hereby waives, any right of subrogation, reimbursement, contribution, indemnity or other claim arising by reason of this Agreement against Borrower, any other Guarantor or any other Person, or any right of recourse to any Collateral. If any amount shall be paid to any Guarantor on account of any

Section 2.08 Subordination of Intercompany Indebtedness Each Guarantor hereby subordinates any and all indebtedness, liabilities and other obligations now or hereafter owed to such Guarantor by Borrower or any other Guarantor, whether direct or indirect, absolute or contingent, secured or unsecured, due or to become due, to the prior indefeasible payment in full of all Obligations and the termination of all Commitmen

Section 2.09 Continuing Guarantee This Agreement is a continuing guarantee and shall remain in full force and effect until the Payment in Full Date. This Agreement shall apply to all Guaranteed Obligations whenever arising, whether incurred before or after the commencement of any insolvency or bankruptcy proceeding by or against Borrower or any Guarantor, and shall survive any restructuring, refinancing or amendment

ARTICLE III GRANT OF SECURITY INTERESTS

Section 3.01 Grant As collateral security for the prompt payment and performance in full when due of all Obligations, each Grantor hereby pledges, assigns and grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of such Grantor's right, title and interest in, to and under the following property, whether now owned or existing or

Section 3.02 Security for Obligations This Agreement secures, and the Collateral is pledged and assigned as security for, the prompt and complete payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations.

Section 3.03 Grantors Remain Liable Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under each contract, agreement, lease, license and other document included in the Collateral to observe and perform all of the terms and conditions to be observed and performed by it thereunder, (b) the exercise by the Administrative Agent of any rights hereunder shall not release any Grantor from

ARTICLE IV REPRESENTATIONS AND WARRANTIES Each Grantor represents and warrants to the Administrative Agent and each Secured Party, as of the date hereof, that:

Section 4.01 Existence; Organization Each Grantor is duly organized, validly existing and, to the extent such concept applies, in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate, limited liability company or other organizational power and authority to own or lease its properties and to conduct its business as currently conducted. Without limiting the foregoing: (a

Section 4.02 Authority; Authorization Each Grantor has the corporate, limited liability company or other organizational power and authority to execute, deliver and perform this Agreement and to grant the security interests and Liens purported to be granted hereby. The execution, delivery and performance by each Grantor of this Agreement, and the consummation of the transactions contemplated hereby, have been duly aut

Section 4.03 Enforceability This Agreement has been duly executed and delivered by each Grantor and constitutes a legal, valid and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors' rights generally and to general p

Section 4.04 No Conflicts The execution, delivery and performance by each Grantor of this Agreement, and the grant of the Liens and security interests contemplated hereby, do not and will not: (a) violate any provision of the organizational documents of such Grantor; (b) violate in any material respect any applicable law, rule, regulation, order, judgment or decree binding on such Grantor; (c) result in a breach of,

Section 4.05 Ownership of Collateral; Title Each Grantor is the legal and beneficial owner of, or has sufficient rights in or the power to transfer rights in, all Collateral purported to be pledged by it hereunder. The Collateral is free and clear of all Liens, except for Permitted Liens. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in an

Section 4.06 Security Interest; Priority This Agreement creates in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral. Upon the filing of financing statements on Form UCC-1 naming each applicable Grantor as debtor and the Administrative Agent as secured party in the appropriate filing offices, and upon the taking of such other actions

Section 4.07 Locations; Names (a) The chief executive office of each Grantor is located at the address set forth opposite such Grantor's name on Schedule VI. (b) All locations where each Grantor maintains material tangible Collateral, including Equipment and Inventory, are listed on Schedule VI, which includes MedVance facilities and other material locations in Tennessee, Alabama, Georgia and Kentucky. (c) Schedule I

Section 4.08 Pledged Equity (a) Schedule II sets forth a complete and correct list of all Equity Interests owned by each Grantor as of the date hereof, including the issuer, number and class of shares or units, certificate numbers, if certificated, and the percentage of the outstanding Equity Interests represented thereby. (b) All Pledged Equity has been duly authorized and validly issued and, in the case of corporat

Section 4.09 Pledged Debt Schedule III sets forth a complete and correct list of all promissory notes and intercompany indebtedness constituting Pledged Debt as of the date hereof, including the maker, payee, date of note, original principal amount and outstanding balance.

Section 4.10 intellectual Property (a) Schedule V sets forth all registered Patents, Trademarks and Copyrights owned by each Grantor that are material to the business of the Grantors as of the date hereof, including the "MedVance" trademark and related marks. (b) To each Grantor's knowledge, the use of the intellectual Property by the Grantors in the conduct of their business does not infringe, misappropriate or othe

Section 4.11 Commercial Tort Claims Schedule IV lists all Commercial Tort Claims in an amount exceeding $500,000 held by any Grantor as of the date hereof. The Grantors acknowledge that the two pending medical malpractice suits with aggregate exposure of $4,200,000 are claims asserted against one or more Grantors and, as such, do not constitute Commercial Tort Claims owned by a Grantor that would form part of the Col

Section 4.12 Deposit Accounts Schedule VII sets forth a complete and correct list of all Deposit Accounts maintained by each Grantor as of the date hereof, including for each such account the name of the depository bank, the account number and the account type.

Section 4.13 Insurance The Collateral is insured in accordance with the requirements of the Credit Agreement. All insurance required to be maintained under the Credit Agreement is in full force and effect, subject to customary renewals in the ordinary course.

Section 4.14 Healthcare Regulatory Matters (a) Each Grantor is in compliance in all material respects with HIPAA, HITECH and all other applicable federal and state privacy and security laws relating to patient records, protected health information and other patient data, except where any noncompliance could not reasonably be expected to have a Material Adverse Effect or materially impair the value of the Collateral.

ARTICLE V COVENANTS From and after the date hereof and until the Payment in Full Date, each Grantor covenants and agrees as follows:

Section 5.01 Delivery of Pledged Securities and Instruments (a) Each Grantor shall deliver to the Administrative Agent, within five (5) Business Days after the date hereof, all certificated Pledged Equity owned by it as of the date hereof, accompanied by stock powers, unit powers or other instruments of transfer duly executed in blank, all in form and substance reasonably satisfactory to the Administrative Agent. Wit

Section 5.02 Maintenance of Perfection (a) Each Grantor hereby authorizes the Administrative Agent to file financing statements on Form UCC-1, and amendments thereto, in all filing offices and jurisdictions that the Administrative Agent determines are necessary or desirable to perfect or protect the security interests granted herein, including the office of the Delaware Secretary of State for each Delaware-organized

Section 5.03 Control Agreements Within thirty (30) days after the Closing Date, and in any event on or before May 18, 2025, each Grantor shall enter into, and cause each applicable depository bank to enter into, deposit account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to each Deposit Account maintained by such Grantor, including any account maintained a

Section 5.04 intellectual Property Filings Each Grantor shall promptly execute and deliver such short-form security agreements, assignments and other instruments as the Administrative Agent may reasonably request to record or otherwise evidence the security interests granted herein in registered intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office, as applica

Section 5.05 Changes in Locations, Name, or Identity No Grantor shall: (a) change its legal name; (b) change its jurisdiction of organization; (c) change its organizational identification number, if any; or (d) move its chief executive office or the location of any material tangible Collateral, unless such Grantor has given the Administrative Agent at least thirty (30) days' prior written notice thereof and has taken

Section 5.06 Maintenance of Collateral Each Grantor shall maintain and preserve all tangible Collateral in good working order and condition, ordinary wear and tear excepted, and shall make all necessary repairs, renewals, replacements, additions and improvements thereto except to the extent failure to do so could not reasonably be expected to materially impair the value of such Collateral. Each Grantor shall maintain

Section 5.07 No Dispositions No Grantor shall sell, assign, lease, transfer, convey, exchange or otherwise dispose of any Collateral, or permit any Collateral to be sold, assigned, leased, transferred, conveyed, exchanged or otherwise disposed of, except in each case as expressly permitted under the Credit Agreement and the other Loan Documents.

Section 5.08 Further Assurances Each Grantor shall, at its own cost and expense, execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded, all such further acts, deeds, assignments, transfers, financing statements, continuation statements, notices and other assurances as the Administrative Agent may reasonably request from time to time to carry out the inten

Section 5.09 Additional Grantors If any Person becomes a Subsidiary Guarantor under the Credit Agreement after the date hereof, then Borrower shall cause such Person to execute and deliver to the Administrative Agent a Joinder Agreement substantially in the form of Exhibit A hereto, together with such schedules, resolutions, certificates and other documents as the Administrative Agent may reasonably request, whereupo

Section 5.10 intellectual Property Covenants (a) Each Grantor shall maintain, preserve and protect all material intellectual Property owned by it, including the "MedVance" brand and associated goodwill, consistent with prudent business practices. (b) Each Grantor shall promptly notify the Administrative Agent in writing of any material infringement, misappropriation, dilution, opposition, cancellation, invalidity, ow

Section 5.11 Use of Collateral Proceeds All Proceeds of Collateral shall be applied in accordance with the Credit Agreement and the other Loan Documents. Upon the occurrence and during the continuance of an Event of Default, all Proceeds received by any Grantor shall, to the extent required by the Administrative Agent, be segregated, held in trust for the benefit of the Secured Parties and promptly paid over to the A

Section 5.12 Compliance with Healthcare Laws Each Grantor shall maintain in full force and effect all healthcare facility licenses, certifications, permits and approvals required for the operation of its facilities in Tennessee, Alabama, Georgia and Kentucky, except where failure to do so could not reasonably be expected to materially impair the value of the Collateral or the enforceability of the security interests

Section 5.13 Commercial Tort Claims Each Grantor shall promptly notify the Administrative Agent in writing upon acquiring or becoming aware of any Commercial Tort Claim held by it in excess of $500,000. At the request of the Administrative Agent, such Grantor shall promptly amend Schedule IV to include such Commercial Tort Claim and shall take such actions as the Administrative Agent may reasonably request to evidenc

ARTICLE VI RIGHTS AND REMEDIES UPON DEFAULT

Section 6.01 Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, subject to applicable law and the terms of the Credit Agreement, exercise all rights and remedies available to it under this Agreement, the Credit Agreement, the UCC and other applicable law, including the right to do any or all of the following: (a) exercise all rights of a

Section 6.02 Application of Proceeds All proceeds received by the Administrative Agent in respect of any sale, collection, liquidation or other realization upon any Collateral shall be applied by the Administrative Agent in the following order of priority: (a) first, to the payment of all costs and expenses incurred by the Administrative Agent in connection with such enforcement, collection, sale, liquidation or othe

Section 6.03 Deficiency If the proceeds of any sale, collection or realization of or upon the Collateral are insufficient to pay all amounts to which the Secured Parties are entitled, each Grantor shall remain liable for the deficiency, together with interest thereon and all costs and expenses of collection, all to the fullest extent permitted by applicable law.

Section 6.04 Securities Law Compliance Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to a

Section 6.05 Grant of License For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Article VI upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, royalty-free license, exercisable without payment of additional consideration, to use

Section 6.06 Voting Rights and Dividends (a) Unless and until an Event of Default has occurred and is continuing, each Grantor shall be entitled to exercise any and all voting and consensual rights and powers accruing to an owner of Pledged Equity owned by it and to receive and retain any and all cash dividends, distributions and other payments paid on or in respect of such Pledged Equity, in each case to the extent

ARTICLE VII THE ADMINISTRATIVE AGENT

Section 7.01 Agent Appointed Attorney-in-Fact Each Grantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, with full power of substitution, in the name of such Grantor, the Administrative Agent or otherwise, solely for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem reas

Section 7.02 Agent's Duties The Administrative Agent shall have no duty or obligation to take any action to preserve, protect, collect or realize upon any Collateral or to enforce any rights hereunder or under any other Loan Document. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment subst

Section 7.03 Reliance The provisions of the Credit Agreement relating to the rights, privileges, protections, immunities, indemnities and exculpation of the Administrative Agent, including those set forth in Article IX or any equivalent article of the Credit Agreement (Reference No. RNB-HC-2025-0418), are hereby incorporated herein by reference, mutatis mutandis, and shall apply to the Administrative Agent under this