Contract analysis

1. Amended and Restated Stockholders' Agreement, dated as of June 15, 2014, by and among the Company, Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, and the Management Stockholders party thereto, as amended by that certain First Amendment to Amended and Restated Stockholders' Agreement, dated as of September 22, 2016, and that certain Second Amendment to Amended and Restated Stockholders' Agreement,

2. Registration Rights Agreement, dated as of June 15, 2014, by and among the Company, Crestline Growth Equity Fund II LP, and Ryland Family Holdings LLC (the "Registration Rights Agreement"). The Registration Rights Agreement provides Crestline with two demand registration rights and provides both Crestline and Ryland Holdings with unlimited piggyback registration rights, in each case subject to customary underwrite

3. Management Stockholders' Agreement, dated as of June 15, 2014, by and among the Company and the Management Stockholders party thereto (as amended on September 22, 2016), together with Joinder Agreements executed by Daniel Burch (dated June 15, 2014), Angela Moretti (dated June 15, 2014), Dr. Samir Patel (dated September 22, 2016), and Karen Tolliver (dated September 22, 2016) (collectively, the "Management Stockho

4. Voting Agreement. There is no separate voting agreement in effect with respect to the Common Stock of the Company. Voting provisions applicable to the stockholders are contained within the Stockholders' Agreement described in item 1 above.

5. Irrevocable Proxies. No irrevocable proxies have been granted by any stockholder of the Company with respect to any shares of Common Stock, other than (a) the drag-along proxy granted by each Management Stockholder in favor of Crestline pursuant to Section 4.2 of the Stockholders' Agreement, which proxy expires upon consummation of the Transaction, and (b) the voting proxy granted by each Management Stockholder in

6. Transfer Restrictions. All shares of Common Stock are subject to transfer restrictions under the Stockholders' Agreement and, with respect to shares held by Management Stockholders, under the Management Stockholders' Agreement. In addition, all certificates representing shares of Common Stock bear legends referencing such transfer restrictions and applicable securities Law restrictions. All such transfer restricti

1. Fiscal Year Ended December 31, 2022. Audited consolidated balance sheet of MedVance Health Systems, Inc. and its Subsidiary as of December 31, 2022, and the related audited consolidated statements of income, stockholders' equity, and cash flows for the fiscal year then ended, together with the notes thereto and the report of the independent registered public accounting firm thereon. These financial statements were

2. Fiscal Year Ended December 31, 2023. Audited consolidated balance sheet of MedVance Health Systems, Inc. and its Subsidiary as of December 31, 2023, and the related audited consolidated statements of income, stockholders' equity, and cash flows for the fiscal year then ended, together with the notes thereto and the report of the independent registered public accounting firm thereon. These financial statements were

1. Nine-Month Period Ended September 30, 2024. Unaudited consolidated balance sheet of MedVance Health Systems, Inc. and its Subsidiary as of September 30, 2024, and the related unaudited consolidated statements of income and cash flows for the nine-month period then ended. These financial statements were prepared by the management of the Company under the supervision and direction of Angela Moretti, the Company's Ch

2. Twelve-Month Period Ended December 31, 2024 (the "2024 Annual Financials"). Unaudited consolidated balance sheet of MedVance Health Systems, Inc. and its Subsidiary as of December 31, 2024, and the related unaudited consolidated statements of income and cash flows for the twelve-month period then ended. These financial statements were prepared by the management of the Company under the supervision and direction of

1. Absence of Footnote Disclosures. The unaudited interim financial statements for the nine-month period ended September 30, 2024, and the 2024 Annual Financials do not include footnote disclosures required by GAAP for complete financial statements. Such footnote disclosures, if provided, would not differ materially from those included in the audited financial statements for the fiscal year ended December 31, 2023.

2. Estimated Accruals. The 2024 Annual Financials include certain accruals and estimates that are preliminary in nature and subject to finalization during the audit process. These include (a) estimated accruals for professional liability claims (see Schedule 3.15), (b) estimated reserves for accounts receivable allowances and contractual adjustments, and (c) estimated accruals for employee bonuses and incentive compe

3. QofE Adjustments. The QofE Report prepared by Blackwell Thornton LLP identified the following categories of adjustments in arriving at the Adjusted EBITDA figure of $78,400,000: (a) Non-recurring transaction expenses related to the Transaction (legal, accounting, and advisory fees): add-back of approximately $3,100,000. (b) Non-recurring litigation settlement expense (one-time settlement of a vendor dispute in Q2

4. Working Capital. The Company's Estimated Closing Working Capital (as defined in the Agreement) is $35,100,000, compared to the Working Capital Target of $34,500,000 established in Section 2.5 of the Agreement. The difference of $600,000 is within the ±$2,000,000 collar specified in Section 2.5(c) of the Agreement, and accordingly no Working Capital Adjustment is anticipated based on current estimates. The final de

1. Term Loan — Granton Savings Bank, N.A. Pursuant to that certain Credit Agreement, dated as of June 15, 2014, by and among MedVance Health Systems, Inc. (as borrower), Granton Savings Bank, N.A. (500 Church Street, Nashville, Tennessee 37219) (as lender and administrative agent), and the guarantors party thereto (as amended by the First Amendment dated September 22, 2016 and the Second Amendment dated March 15, 201

2. Capital Lease Obligations. The Company has capital lease obligations aggregating approximately $2,850,000 as of January 31, 2025, relating to medical equipment and diagnostic imaging systems leased from the following lessors: (a) Harborview Industries — Capital lease for MRI equipment at the Company's Chattanooga, Tennessee facility; original lease amount of $1,800,000; remaining balance of approximately $1,450,00

3. Letters of Credit. The Company maintains one outstanding standby letter of credit issued by Granton Savings Bank, N.A. in the amount of $500,000 for the benefit of TennCare (the Tennessee Medicaid managed care program) as security for the Company's obligations under certain provider participation agreements. This letter of credit will need to be replaced or released at or following the Closing.

4. Guarantees. Ryland Family Holdings LLC has provided a limited guaranty (the "Ryland Guaranty") in favor of Granton Savings Bank, N.A. guaranteeing up to $10,000,000 of the Company's obligations under the Credit Agreement. The Ryland Guaranty will be released upon repayment of the term loan at Closing.

5. No Other Funded Indebtedness. Other than the term loan, capital lease obligations, letter of credit, and Ryland Guaranty described above, the Company has no other funded Indebtedness (including, without limitation, any notes payable, bonds, debentures, seller financing, earn-out obligations, or other debt instruments) outstanding as of the date hereof. SCHEDULE 3.8 — MATERIAL CONTRACTS Set forth below is a list of

1. BlueLine Health Plan of Tennessee — Master Participation Agreement, dated as of April 1, 2017, by and between BlueLine Health Plan of Tennessee and MedVance Health Systems, Inc., as amended by the First Amendment dated July 15, 2019 and the Second Amendment dated January 1, 2022 (payor contract). The Master Participation Agreement provides for the Company's participation in BlueLine's commercial health plan and Me

2. SouthPoint Insurance Co. — Provider Participation Agreement, dated as of October 1, 2018, by and between SouthPoint Insurance Company and MedVance Health Systems, Inc., as amended by the First Amendment dated March 1, 2021 (payor contract). This agreement covers the Company's participation in SouthPoint's preferred provider organization ("PPO") and health maintenance organization ("HMO") networks in Tennessee and

3. Peachtree Health Alliance — Provider Services Agreement, dated as of January 15, 2019, by and between Peachtree Health Alliance, Inc. and MedVance Health Systems, Inc. (payor contract). This agreement covers the Company's participation in Peachtree's managed care networks in the State of Georgia. Annual payments received by the Company under this agreement approximated $22,700,000 in fiscal year 2024. See also Sch

4. Commonwealth Health Plans of Kentucky — Participating Provider Agreement, dated as of May 1, 2020, by and between Commonwealth Health Plans of Kentucky, Inc. and MedVance Health Systems, Inc. (payor contract). This agreement covers the Company's participation in Commonwealth's managed care networks in the Commonwealth of Kentucky. Annual payments received by the Company under this agreement approximated $14,800,00

5. Magnolia Regional Health Network — Network Participation Agreement, dated as of August 1, 2020, by and between Magnolia Regional Health Network LLC and MedVance Health Systems, Inc., as amended by the First Amendment dated February 1, 2023 (payor contract). This agreement covers the Company's participation as a preferred provider in the Magnolia network across Alabama and Georgia. Annual payments received by the C

6. Cardinal Medical Supply Co. — Master Supply Agreement, dated as of March 1, 2021, by and between Cardinal Medical Supply Co. and MedVance Health Systems, Inc. (medical and surgical supply purchasing agreement). This agreement covers the Company's purchases of medical supplies, pharmaceuticals, and related products. Annual payments made by the Company under this agreement approximated $18,400,000 in fiscal year 202

7. Pinnacle Staffing Solutions LLC — Staffing Services Agreement, dated as of June 1, 2022, by and between Pinnacle Staffing Solutions LLC and MedVance Health Systems, Inc. (temporary nursing and allied health staffing). Annual payments made by the Company under this agreement approximated $7,200,000 in fiscal year 2024, though such amount has been trending downward as the Company has reduced reliance on temporary st

8. Vertex Health Technologies Inc. — Master Services Agreement. See Part (d) below. Part (b) — Loan and Credit Agreements

1. Credit Agreement, dated as of June 15, 2014, by and among MedVance Health Systems, Inc. (as borrower), Granton Savings Bank, N.A. (as lender and administrative agent), and the guarantors party thereto, as amended by the First Amendment dated September 22, 2016 and the Second Amendment dated March 15, 2019. Outstanding principal balance of $41,300,000 as of January 31, 2025. To be repaid in full at Closing. See Sch

2. Security Agreement, dated as of June 15, 2014, by and among MedVance Health Systems, Inc., MedVance Ambulatory Services LLC, and Granton Savings Bank, N.A. (as secured party), granting a first-priority security interest in substantially all personal property assets of the Company and its Subsidiary to secure obligations under the Credit Agreement. UCC-1 Financing Statements filed in the State of Delaware (File No.

3. Pledge Agreement, dated as of June 15, 2014, by MedVance Health Systems, Inc. in favor of Granton Savings Bank, N.A., pledging 100% of the membership interests in MedVance Ambulatory Services LLC to secure obligations under the Credit Agreement. Pledge to be released at Closing upon repayment.

4. Limited Guaranty, dated as of June 15, 2014, by Ryland Family Holdings LLC in favor of Granton Savings Bank, N.A., guaranteeing up to $10,000,000 of the Company's obligations under the Credit Agreement. To be released at Closing upon repayment. See Schedule 3.6(d).

5. Mortgage and Deed of Trust. Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing, dated as of June 15, 2014, by MedVance Health Systems, Inc. (as grantor) in favor of Granton Savings Bank, N.A. (as beneficiary), recorded in the Register's Office of Davidson County, Tennessee, at Instrument No. 20140615-0054832, encumbering the Company's owned real property at 1800 Patterson Street,

1. Northpoint Corporation — Equipment Lease Agreement, dated as of November 1, 2021, for surgical equipment and instruments deployed at the Company's Nashville and Chattanooga, Tennessee facilities. Lease term: 60 months (expiring October 31, 2026). Annual lease payments: approximately $384,000. Operating lease classification.

2. Glenrock Industries — Master Lease Agreement, dated as of February 1, 2022, for copiers, printers, and multifunction devices deployed across all Company facilities. Lease term: 48 months (expiring January 31, 2026). Annual lease payments: approximately $126,000. Operating lease classification.

3. Dunmore Partners LLC — Equipment Lease, dated as of September 15, 2023, for high-volume document production equipment at the Company's Nashville corporate headquarters. Lease term: 36 months (expiring September 14, 2026). Annual lease payments: approximately $42,000. Operating lease classification.

4. Hollowell Group — Vehicle Lease Agreements (fleet). Multiple vehicle leases for Company-owned fleet vehicles used by regional supervisors and field clinical staff. Aggregate annual lease payments: approximately $215,000. Individual lease terms range from 24 to 36 months, with staggered expiration dates through 2027. Part (d) — Technology and Software Agreements

1. Vertex Health Technologies Inc. — Master Services Agreement, dated as of September 1, 2022, by and between Vertex Health Technologies Inc. (2500 Bee Caves Road, Suite 300, Austin, Texas 78746) and MedVance Health Systems, Inc., as amended by the First Amendment dated March 15, 2023, and the Statement of Work No. 2 dated June 1, 2023 (the "Vertex MSA"). The Vertex MSA provides for the licensing, implementation, hos

2. Athena Revenue Cycle Management LLC — Professional Services Agreement, dated as of April 1, 2021, by and between Athena Revenue Cycle Management LLC and MedVance Health Systems, Inc. Revenue cycle management and medical billing services. Annual fees: approximately $2,100,000 (based on a percentage-of-collections fee model). Term expires March 31, 2026, with automatic one-year renewals.

3. Brightmoor Partners LLC — Enterprise Agreement, Enrollment No. 78452319, effective July 1, 2023. Licensing of Ashgrove Software, Azure cloud services, and related enterprise software. Annual subscription fees: approximately $685,000. Three-year term expiring June 30, 2026.

4. Sterling Reach Holdings — Service Agreement, dated as of January 15, 2022. Network infrastructure, telephony (Granite Harbor Software), and cybersecurity services. Annual fees: approximately $410,000. Term expires January 14, 2025 (renewal in process as of the date hereof).

5. Crestline Corporation — Subscription Services Agreement, dated as of October 1, 2022. Human capital management ("HCM") and payroll processing platform. Annual subscription fees: approximately $520,000. Three-year term expiring September 30, 2025, with automatic one-year renewals. Part (e) — Employment, Consulting, and Management Agreements

1. Employment Agreement — Daniel Burch, Chief Executive Officer, dated as of June 15, 2014, as amended by the First Amendment dated September 22, 2016 and the Second Amendment dated January 1, 2022, by and between MedVance Health Systems, Inc. and Daniel Burch. Initial term of three years, automatically renewing for successive one-year periods unless either party provides 90 days' written notice of non-renewal. Curre

2. Employment Agreement — Angela Moretti, Chief Financial Officer, dated as of June 15, 2014, as amended by the First Amendment dated January 1, 2020, by and between MedVance Health Systems, Inc. and Angela Moretti. Current annual base salary: $475,000. Annual bonus target: 60% of base salary. Change-of-control provisions: double-trigger; severance payment equal to 1.5 times the sum of base salary and target bonus, p

3. Employment Agreement — Dr. Samir Patel, Chief Medical Officer, dated as of September 22, 2016, as amended by the First Amendment dated January 1, 2021, by and between MedVance Health Systems, Inc. and Dr. Samir Patel. Current annual base salary: $510,000. Annual bonus target: 50% of base salary. Change-of-control provisions: double-trigger; severance payment equal to 1.5 times the sum of base salary and target bon

4. Employment Agreement — Karen Tolliver, Chief Operating Officer, dated as of September 22, 2016, as amended by the First Amendment dated January 1, 2021, by and between MedVance Health Systems, Inc. and Karen Tolliver. Current annual base salary: $440,000. Annual bonus target: 55% of base salary. Change-of-control provisions: double-trigger; severance payment equal to 1.5 times the sum of base salary and target bon

5. Management Services Agreement, dated as of June 15, 2014, by and between MedVance Health Systems, Inc. and Crestline Growth Equity Fund II LP (the "Crestline MSA"). Pursuant to the Crestline MSA, Crestline provides certain management, advisory, and oversight services to the Company in exchange for an annual management fee of $1,500,000, payable in equal quarterly installments. The Crestline MSA also entitles Crest

1. Non-competition and non-solicitation provisions contained in the Employment Agreement with Daniel Burch (referenced in Part (e)(1) above): 24-month post-termination non-competition period; geographic scope: the states of Tennessee, Alabama, Georgia, and Kentucky; 24-month post-termination non-solicitation of employees and referral sources.

2. Non-competition and non-solicitation provisions contained in the Employment Agreement with Angela Moretti (referenced in Part (e)(2) above): 18-month post-termination non-competition period; geographic scope: the states of Tennessee, Alabama, Georgia, and Kentucky; 18-month post-termination non-solicitation of employees.

3. Non-competition and non-solicitation provisions contained in the Employment Agreement with Dr. Samir Patel (referenced in Part (e)(3) above): 18-month post-termination non-competition period; geographic scope: the states of Tennessee, Alabama, Georgia, and Kentucky; 18-month post-termination non-solicitation of employees and referral sources.

4. Non-competition and non-solicitation provisions contained in the Employment Agreement with Karen Tolliver (referenced in Part (e)(4) above): 18-month post-termination non-competition period; geographic scope: the states of Tennessee, Alabama, Georgia, and Kentucky; 18-month post-termination non-solicitation of employees.

5. Non-competition and non-solicitation provisions contained in the Management Stockholders' Agreement (referenced in Schedule 3.4(d)) applicable to all Management Stockholders: 24-month post-termination non-competition period; geographic scope: the states of Tennessee, Alabama, Georgia, and Kentucky; 24-month post-termination non-solicitation of employees and customers.

6. Standalone Confidentiality, Non-Competition, and Non-Solicitation Agreements have been entered into by the following additional employees: Jennifer Caldwell, Marcus Webb, Lisa Nakamura, Dr. Robert Finch, and Priya Sharma. Each such agreement was entered into in connection with the applicable employee's initial hiring or promotion and contains a 12-month post-termination non-competition period within the Company's

1. Medicare Provider Agreements. The Company and MedVance Ambulatory Services LLC are each parties to Medicare Provider Agreements with the Centers for Medicare & Medicaid Services ("CMS"), as administered by Palmetto GBA LLC (Medicare Administrative Contractor), with respect to each facility location holding a CMS Certification Number. See Schedule 3.14(a) for a listing of Medicare provider numbers by facility and S

2. Medicaid Provider Agreements. The Company and MedVance Ambulatory Services LLC participate in the following state Medicaid programs: (a) Tennessee (TennCare): Provider Participation Agreement with TennCare Division, Tennessee Department of Finance & Administration; administered by the applicable managed care organizations (BlueCare Tennessee, Thackeray Mutual Insurance Tennessee, and Greaves Insurance of Tennessee

3. TRICARE. The Company participates as a TRICARE-authorized provider through the TRICARE South Region network administered by Pemberton Mutual Insurance. No separate written contract beyond the standard TRICARE participation terms is in effect.

4. Government Grants. The Company received grant funding from the Health Resources and Services Administration ("HRSA") under the Provider Relief Fund in 2020 and 2021, totaling approximately $4,100,000. All reporting obligations under these grants have been satisfied, and no amounts remain subject to potential recoupment to the Company's knowledge as of the date hereof. Part (i) — Other Material Contracts

1. Professional Services Agreement — Whitaker, Poole & Simms LLP, for ongoing corporate and transactional legal services. Billed on an hourly fee basis. No fixed term; terminable at will by either party.

2. Professional Services Agreement — Langford Moss & Crane LLP, for healthcare regulatory counsel. Billed on an hourly fee basis. No fixed term; terminable at will by either party.

3. Professional Services Agreement — Prumvane & Reese LLP, for audit, tax preparation, and advisory services. Annual engagement letters renewed annually; current engagement letter dated October 1, 2024. Annual fees: approximately $340,000 for audit services and $95,000 for tax preparation services.

4. Janitorial and Facilities Maintenance Services Agreement — Sundial Technologies of Tennessee, dated as of May 1, 2021. Covers janitorial services at nine Company facilities in Tennessee. Annual cost: approximately $620,000. Three-year term expiring April 30, 2024, renewed for a successive three-year term through April 30, 2027.