Contract analysis

I. BINDER DECLARATION Northbridge Specialty Insurance Company, an Illinois-domiciled insurance company (the "Insurer"), hereby binds coverage on the terms and conditions summarized herein, effective as of the Closing Date, April 18, 2025 (the "Inception Date"), in connection with that certain Stock Purchase Agreement dated as of February 10, 2025 (as the same may be amended, supplemented, or otherwise modified from t

II. POLICY INFORMATION A. Policy Number NSI-POLI-2025-04418 B. Named Insured Ardent Healthcare Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, and its successors and permitted assigns (the "Insured" or the "Named Insured"). Ardent Capital Partners III LP, a Delaware limited partnership, and Ardent Capital Management III LLC, a Delaware limited liability company, are design

III. COVERAGE SUMMARY A. Type of Policy This Policy is a buy-side representations and warranties insurance policy. The Insured is the Purchaser. The Policy provides coverage to the Insured for Losses arising from or in connection with any breach of the representations and warranties made by the Company and the Sellers in the Acquisition Agreement, subject to the terms, conditions, exclusions, and limitations set fort

IV. POLICY PERIOD AND SURVIVAL A. Inception Date The Policy shall incept on April 18, 2025, which is the date of the closing of the transactions contemplated by the Acquisition Agreement (the "Closing Date" and the "Inception Date"). B. Expiration Date The Policy shall expire at 11:59 p.m. Eastern Time on October 18, 2026, which is eighteen (18) months following the Closing Date (the "Expiration Date"). C. Extended R

V. COVERED REPRESENTATIONS AND WARRANTIES A. General Representations (Company and Sellers) The Policy provides coverage with respect to all representations and warranties of the Company (as set forth in Article III of the Acquisition Agreement) and of the Sellers (as set forth in Article IV of the Acquisition Agreement), including without limitation the following: (i) Organization and Good Standing. Representations r

VI. EXCLUSIONS A. Standard Exclusions The following matters are excluded from coverage under the Policy and shall not constitute covered Losses:

1. Known Breaches / Fraud by Insured. Any breach of a representation or warranty of which the deal team of the Insured (i.e., the members of the Knowledge Group identified in Schedule C hereto: Graham Whitfield, Priya Ranganathan, Thomas Kearney, and Audrey Sato) had actual knowledge prior to the Inception Date. For purposes of this exclusion, "actual knowledge" means the conscious awareness by any member of the Know

2. Seller Fraud. The Policy does not provide coverage for Losses arising from, based upon, or attributable to fraud committed by any Seller. For purposes of this exclusion, "fraud" means actual and intentional common law fraud (including fraudulent misrepresentation and fraudulent concealment) committed by a Seller with the specific intent to deceive the Purchaser or the Insurer. The Insured retains all rights and re

3. Purchase Price / Valuation Adjustments. Post-closing working capital adjustments, including any true-up payments, and any other purchase price adjustments made pursuant to the Acquisition Agreement shall not constitute "Losses" under the Policy. For reference, the Working Capital Target under the Acquisition Agreement is Thirty-Four Million Five Hundred Thousand Dollars ($34,500,000), with a Working Capital Collar

4. Forward-Looking Covenants and Obligations. Any Loss arising from or attributable to the breach of any covenant, agreement, or obligation to be performed by any party after the Closing Date, including without limitation post-closing covenants, non-competition obligations, and transition services obligations, is excluded from coverage. The Policy covers only breaches of representations and warranties and does not ex

5. Pension / Multiemployer Plan Withdrawal Liability. Any Loss arising from or attributable to withdrawal liability under Title IV of ERISA or any similar obligation arising from the withdrawal from, or termination of, any multiemployer plan (as defined in Section 3(37) of ERISA) in which the Company or any subsidiary participates or has participated. This exclusion is a standard carve-out applicable to all represent

6. Transfer Pricing and Net Operating Loss Adjustments. Any Loss arising from or attributable to (a) adjustments to intercompany transfer pricing by any taxing authority, whether domestic or foreign, or (b) the disallowance, reduction, or adjustment of any net operating loss, net operating loss carryforward, or tax credit of the Company or any subsidiary, in each case to the extent arising from periods prior to the C

7. Asbestos, PFAS, and Nuclear Hazard Exclusion. Any Loss arising from or attributable to (a) the presence, release, or threatened release of asbestos or asbestos-containing materials, (b) the presence, release, or threatened release of per- and polyfluoroalkyl substances ("PFAS") in any environmental media, or (c) nuclear reaction, nuclear radiation, or radioactive contamination, regardless of cause. Notwithstanding

8. Criminal or Civil Fines and Penalties. Any Loss consisting of criminal or civil fines, penalties, or sanctions imposed directly on the Insured by a governmental authority. Notwithstanding the foregoing, this exclusion shall not apply to (a) defense costs incurred by the Insured in connection with any proceeding in which such fines, penalties, or sanctions are sought, or (b) Losses (other than fines, penalties, or

9. Consequential, Punitive, or Multiplied Damages. Any Loss consisting of consequential damages, punitive damages, exemplary damages, or multiplied damages (including treble damages), except to the extent that such damages are payable by the Insured to a third party in connection with a Third-Party Claim and are otherwise covered under the Policy. For purposes of this exclusion, amounts payable by the Insured to a th

1. Pending Litigation. The two (2) medical malpractice suits identified on the disclosure schedules to the Acquisition Agreement, with an aggregate reserved exposure of Four Million Two Hundred Thousand Dollars ($4,200,000), are excluded from coverage. These suits are known to the Insured and have been specifically disclosed in connection with the underwriting of this Policy. Any Losses arising from, related to, or i

2. Specific Healthcare Regulatory Matters. Any matters identified in Schedule B to the final Policy that arise from or relate to specific healthcare regulatory issues identified during the underwriting process. Schedule B will be populated from the No-Claims Declaration delivered by the Insured, the Buyer's healthcare regulatory due diligence conducted by Langford Moss & Crane LLP, and the legal due diligence report

VII. PREMIUM AND COSTS A. Premium. The total premium for the Policy shall be One Million Two Hundred Forty Thousand Dollars ($1,240,000), representing two percent (2%) of the Policy Limit (the "Premium"). The Premium is fully earned upon the Inception Date and is non-refundable. The Premium shall be payable by the Insured (Purchaser) in full on or before the Inception Date. Payment shall be made by wire transfer of i

VIII. KEY DEFINITIONS The following terms shall have the meanings set forth below for purposes of this Binder. To the extent not defined herein, capitalized terms used in this Binder shall have the meanings ascribed to them in the Acquisition Agreement or, upon issuance, the final Policy. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of February 10, 2025, by and among the Purchaser, the

IX. SUBROGATION A. Waiver Against Sellers The Insurer hereby waives any and all rights of subrogation against the Sellers, including Crestline Growth Equity Fund II LP and Ryland Family Holdings LLC, and their respective officers, directors, employees, agents, members, partners, and affiliates, in connection with any Loss paid or payable under the Policy. This waiver of subrogation shall apply to all claims, whether

X. CLAIMS PROCEDURES A. Notice of Claim The Insured must provide prompt written notice to the Insurer (with a copy to Velthorn Risk Advisors LLC) of (a) any actual claim made against the Insured that may give rise to a Loss under the Policy, (b) any threatened claim of which the Insured becomes aware that may give rise to a Loss under the Policy, or (c) any facts or circumstances of which the Insured becomes aware th

XI. CONDITIONS PRECEDENT TO BINDING The Insurer's obligation to bind coverage and to issue the final Policy is subject to the satisfaction (or waiver by the Insurer in writing) of each of the following conditions precedent on or before the Inception Date: A. Signed Acquisition Agreement The fully executed Stock Purchase Agreement dated as of February 10, 2025, together with all schedules, exhibits, and ancillary agre

XII. ASSIGNMENT AND CHANGE OF CONTROL This Policy may not be assigned, transferred, or conveyed by the Insured to any third party without the prior written consent of the Insurer, which consent may be granted or withheld in the Insurer's sole discretion; provided, however, that the Policy may be assigned without the Insurer's consent in the following circumstances: (a) Internal Reorganization. The Policy may be assig

XIII. GOVERNING LAW AND DISPUTE RESOLUTION A. Governing Law This Binder, the Policy, and any dispute arising out of or in connection herewith or therewith, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or principles that would cause the application of the laws of any other jurisdiction. B. Dispute Resolutio

XIV. MISCELLANEOUS Entire Agreement. The final Policy, when issued by the Insurer, shall supersede this Binder in its entirety and shall constitute the complete and exclusive statement of the terms and conditions of the insurance coverage provided by the Insurer to the Insured. Until the final Policy is issued, this Binder shall serve as evidence of coverage and shall be binding upon the Insurer and the Insured in ac

XV. BINDER EFFECTIVE DATE AND EXPIRATION This Binder is effective as of April 18, 2025, and shall remain in full force and effect until the earlier of: (a) the date on which the final Policy is issued by the Insurer to the Insured, at which time the final Policy shall supersede this Binder in its entirety; or (b) sixty (60) calendar days from the date hereof (i.e., June 17, 2025), unless extended in writing by the In

1. Pending Medical Malpractice Litigation. The following two (2) medical malpractice suits, each of which is identified on the disclosure schedules to the Acquisition Agreement, are excluded from coverage under the Policy: (a) Johnson v. MedVance Ambulatory Surgical Center — East Nashville, Case No. 2024-CV-03887, filed in the Circuit Court for Davidson County, Tennessee, alleging surgical complications arising from

2. Additional Matters Identified During Underwriting. [TO BE POPULATED: The Insurer reserves the right to identify additional transaction-specific exclusions based upon its review of (i) the No-Claims Declaration to be delivered by the Insured at or prior to the Inception Date, (ii) the healthcare regulatory due diligence memoranda prepared by Langford Moss & Crane LLP, (iii) the legal due diligence report prepared b