Contract analysis

1. Recitals and Background Reference is hereby made to that certain Stock Purchase Agreement, dated as of February 10, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), MedVance Health Systems, Inc., a Delaware corporation (the

2. Commitment Subject to the terms and conditions of this Commitment Letter, the Fund hereby irrevocably commits to contribute, or cause to be contributed, to the equity capital of the Purchaser, directly or through one or more intermediate holding entities controlled by the Fund, an aggregate amount in cash equal to Two Hundred Ninety Million Dollars ($290,000,000) (the "Commitment"), which amount shall be used by t

3. Conditions to Funding The obligation of the Fund to fund the Commitment in full in cash at the Closing shall be subject solely to the satisfaction (or valid waiver by the Purchaser, to the extent permitted under the Purchase Agreement) of each of the following conditions: (a) Conditions Precedent Under the Purchase Agreement. All conditions precedent to the obligation of the Purchaser to consummate the Closing as

4. Enforcement This Commitment Letter may be enforced solely by the Purchaser (and its permitted successors and assigns), and no other Person (including, without limitation, any Seller or any affiliate of any Seller) shall have any right to enforce, or any remedy in respect of, the Fund's obligations hereunder. The Fund hereby acknowledges and agrees that the Purchaser shall be entitled to specific performance of the

5. Limited Recourse; No Third-Party Beneficiaries Neither any Seller, nor any affiliate of any Seller, nor any other Person (other than the Purchaser and its permitted successors and assigns) shall have any rights under or in connection with this Commitment Letter. This Commitment Letter is not intended to, and shall not, confer upon any Person other than the Purchaser (and its permitted successors and assigns) any r

6. Representations and Warranties of the Fund The Fund hereby represents and warrants to the Purchaser, as of the date hereof and as of the date of the Closing, as follows: (a) Organization and Authority. The Fund is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund has all requisite limited partnership power and authority to execute, delive

7. Termination This Commitment Letter shall terminate automatically, and the Fund shall have no further obligation or liability hereunder (except as otherwise expressly provided herein), upon the earliest to occur of: (a) the consummation of the Closing and the funding of the Commitment in full in cash in accordance with the terms of this Commitment Letter; (b) the valid termination of the Purchase Agreement in accor

8. Governing Law; Jurisdiction; Waiver of Jury Trial This Commitment Letter and all claims, disputes, controversies, or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Commitment Letter, or the negotiation, execution, performance, or enforcement hereof, shall be governed by, and construed and interpreted in accordance with, the internal Laws of the St

9. Miscellaneous Amendments. This Commitment Letter may not be amended, restated, supplemented, or otherwise modified, and no provision hereof may be waived, except by a written instrument duly executed by each of the Fund and the Purchaser. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclu