Contract analysis

Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, a Sunday, or any day on which commercial banking institutions in New York, New York are authorized or required by applicable law or executive order to close. "Claim Notice" means a written notice delivered by the Purchaser to the Escrow Agent and the

Section 1.2 *Rules of Construction.* For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. (b) Whenever the co

ARTICLE 2 APPOINTMENT OF ESCROW AGENT; ESTABLISHMENT OF ESCROW ACCOUNT

Section 2.1 *Appointment.* The Purchaser and the Seller Representative hereby appoint Continental Fiduciary Trust Company as Escrow Agent under this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to act as Escrow Agent, upon the terms and subject to the conditions set forth herein. The Escrow Agent shall hold, invest, and distribute the Escrow Fund solely in accordance with the terms of th

Section 2.2 *Establishment of Escrow Account.* The Escrow Agent shall establish and maintain the Escrow Account, bearing account number CFT-ESC-2025-00327, at its offices at 111 Wall Street, New York, New York 10005. The Escrow Account shall be maintained in the name of "Continental Fiduciary Trust Company, as Escrow Agent for Ardent Healthcare Holdings Inc. and the Sellers." The Escrow Agent shall maintain the Escro

Section 2.3 *Deposit of Escrow Amount.* On the date hereof (February 12, 2025), the Purchaser shall deposit, or cause to be deposited, the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) in immediately available funds by wire transfer to the Escrow Account in accordance with the wire transfer instructions set forth below: Continental Fiduciary Trust Company 111 Wall Street, New York, NY

Section 2.4 *Ownership for Tax Purposes.* (a) The Parties agree that, for United States federal income tax purposes and for all applicable state and local income tax purposes, the Escrow Fund (including all Escrow Earnings) shall be treated as owned by the Sellers in proportion to their respective Pro Rata Shares as set forth in the Purchase Agreement. Accordingly, all Escrow Earnings shall be reported as income of t

ARTICLE 3 INVESTMENT OF ESCROW FUND

Section 3.1 *Investment Instructions.* The Escrow Agent shall invest and reinvest the Escrow Fund (including all Escrow Earnings) in Permitted Investments as directed by Joint Written Instructions delivered to the Escrow Agent. In the absence of Joint Written Instructions regarding investment of the Escrow Fund received by the Escrow Agent within five (5) Business Days following the date of the initial deposit of the

Section 3.2 *Permitted Investments. The Escrow Fund (or any portion thereof) may be invested only in the following investments (each, a "Permitted Investment*"): (a) A money market deposit account maintained at Continental Fiduciary Trust Company (which shall serve as the default investment in the absence of Joint Written Instructions regarding investment of the Escrow Fund); (b) Direct obligations of, or obligations

Section 3.3 *Investment Risk.* The Escrow Agent shall not be liable or responsible for any loss of principal or any diminution in value of the Escrow Fund resulting from any investment made in accordance with this Article 3, including any loss resulting from market fluctuations, changes in interest rates, investment performance, or the creditworthiness of any obligor on any Permitted Investment. The Parties hereby ac

Section 3.4 *Income, Gains, and Losses.* All Escrow Earnings shall be retained in the Escrow Account and shall constitute part of the Escrow Fund for all purposes of this Agreement, subject to distribution in accordance with Article 4. Any losses incurred on the investment or reinvestment of the Escrow Fund in Permitted Investments shall reduce the Escrow Fund accordingly. The Escrow Agent shall have no obligation to

ARTICLE 4 DISTRIBUTION OF ESCROW FUND

Section 4.1 *Claims Against Escrow Fund.* (a) Delivery of Claim Notice. The Purchaser may, at any time on or prior to the Final Release Date, deliver a Claim Notice to the Escrow Agent and the Seller Representative asserting a claim for indemnification against the Escrow Fund under the Purchase Agreement. Each Claim Notice shall specify in reasonable detail: (i) the nature and factual basis of the claim, including a

Section 4.2 *Release Upon Expiration of Survival Period.* (a) Scheduled Release. Promptly following the Final Release Date (October 18, 2026), and in any event within five (5) Business Days thereafter, and provided that no Pending Claims exist as of the Final Release Date, the Escrow Agent shall distribute the entire remaining Escrow Fund (including all accrued and undistributed Escrow Earnings) to the Seller Represe

Section 4.3 *Joint Written Instructions.* Notwithstanding anything to the contrary in this Article 4, the Purchaser and the Seller Representative may at any time deliver Joint Written Instructions to the Escrow Agent directing the distribution of all or any portion of the Escrow Fund to such person or persons, and in such amounts, as may be specified in such Joint Written Instructions. The Escrow Agent shall comply w

Section 4.4 *Wire Transfer Information. Each distribution from the Escrow Fund shall be made by wire transfer of immediately available funds to the bank account designated in writing by the recipient Party. The initial wire transfer instructions for the Purchaser and the Seller Representative are set forth in Exhibit A* attached hereto. Either the Purchaser or the Seller Representative may change its designated wire

Section 5.1 *Duties.* The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent. The Escrow Agent acts as a stakeholder only and shall not be deemed a fiduciary, trustee, partner, or agent of either the Purchaser or the Seller Representative (or any

Section 5.2 *Reliance.* The Escrow Agent may rely, and shall be fully protected in acting or refraining from acting, upon any notice, instruction, certificate, statement, request, consent, agreement, or other document or instrument furnished to it hereunder that the Escrow Agent in good faith believes to be genuine and to have been signed, presented, or delivered by the proper person or persons. The Escrow Agent shal

Section 5.3 *No Liability.* The Escrow Agent shall not be liable for any action taken or omitted to be taken by it hereunder or in connection herewith in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, except for its own gross negligence, willful misconduct, or material breach of this Agreement, in each case as determined by a final, non-appealable ju

Section 5.4 *Conflicting Instructions; Interpleader.* If at any time the Escrow Agent receives or becomes aware of conflicting instructions, claims, or demands from the Purchaser and the Seller Representative (or from any other persons claiming an interest in the Escrow Fund), the Escrow Agent shall be entitled, at its sole option and discretion, to: (a) refrain from taking any action (other than to hold the Escrow F

Section 5.5 *Compensation and Expenses.* (a) Annual Fee. The Escrow Agent shall be entitled to compensation for its services hereunder as set forth in the fee schedule attached hereto as Exhibit B (the "Fee Schedule"). The initial annual escrow administration fee shall be payable in advance on the date hereof and on each anniversary thereof for so long as this Agreement remains in effect. In the event that this Agree

Section 5.6 *Indemnification of Escrow Agent. The Purchaser and the Seller Representative (on behalf of the Sellers), jointly and severally (and as between themselves, in equal proportions of fifty percent (50%) each), shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and al

Section 5.7 *Resignation and Removal.* (a) Resignation. The Escrow Agent may resign from its duties and obligations under this Agreement at any time by delivering written notice of such resignation to the Purchaser and the Seller Representative at least thirty (30) days prior to the effective date of such resignation. Such resignation shall take effect on the date specified in such notice (which shall not be earlier

Section 5.8 *Merger or Consolidation.* Any corporation or other entity into which the Escrow Agent may be merged or consolidated, or any corporation or other entity resulting from any merger or consolidation to which the Escrow Agent may be a party, or any corporation or entity to which all or substantially all of the escrow business of the Escrow Agent may be transferred, shall become the successor Escrow Agent unde

ARTICLE 6 SELLER REPRESENTATIVE

Section 6.1 *Appointment and Authority.* Each of the Sellers has irrevocably appointed Marcus Delgado, in his capacity as a partner of Crestline Growth Equity Fund II LP, with offices at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116, as the Seller Representative, with full power and authority to act on behalf of each and all of the Sellers in connection with this Agreement and all matters contemplated

Section 6.2 *Reliance by Escrow Agent.* The Escrow Agent shall be entitled to rely conclusively upon the authority of the Seller Representative to act on behalf of each Seller for all purposes of this Agreement. The Escrow Agent shall have no obligation to inquire into or verify the scope of the Seller Representative's authority, to communicate with or obtain the consent of any individual Seller, or to verify that an

Section 6.3 *Successor Seller Representative.* If Marcus Delgado is unable or unwilling to serve as Seller Representative, or if Marcus Delgado resigns, dies, or becomes incapacitated, a successor Seller Representative shall be appointed in accordance with Section 10.15 of the Purchase Agreement. Written notice of the appointment of any successor Seller Representative, together with a specimen signature of such succe

Section 7.1 *Manner of Delivery.* All notices, requests, demands, consents, Claim Notices, Dispute Notices, Joint Written Instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (a) when delivered in person (with written confirmation of receipt); (b) one (1) Business Day after deposit with a nationally

Section 7.2 *Addresses.* All notices and other communications hereunder shall be delivered to the following addresses (or to such other address as any Party may designate by notice to the other Parties in accordance with this Section 7): If to the Purchaser: Ardent Healthcare Holdings Inc. 599 Lexington Avenue, 34th Floor New York, New York 10022 Attention: Graham Whitfield, Managing Partner and Priya Ranganathan, Pa

Section 7.3 *Changes.* Any Party may change its address, email address, or the persons designated to receive notices by delivering written notice of such change to each of the other Parties in accordance with this Article 7. Such change shall be effective upon receipt of such notice by each of the other Parties.

ARTICLE 8 TERMINATION This Agreement shall automatically terminate, without any further action by any Party, upon the distribution of the entire Escrow Fund in accordance with Article 4; provided, however, that the following provisions shall survive the termination of this Agreement and shall remain in full force and effect: Section 5.3 (No Liability), Section 5.5 (Compensation and Expenses), Section 5.6 (Indemnifica

Section 9.1 *Governing Law.* This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 9.2 *Jurisdiction and Venue.* Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement or the transaction

Section 9.3 *WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUND, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWL

Section 9.4 *Entire Agreement.* This Agreement (including the Exhibits hereto), together with the Purchase Agreement to the extent incorporated by reference herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, whether written or oral, rela

Section 9.5 *Amendments and Waivers.* This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument signed by the Purchaser, the Seller Representative, and the Escrow Agent. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought, and any such waiver s

Section 9.6 *Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of each of the other Parties; provided, however, that the Purchaser may, without the consent of any other Party, assi

Section 9.7 *No Third-Party Beneficiaries.* Except as expressly provided herein with respect to the Sellers (for whose benefit the Seller Representative acts under this Agreement) and the Indemnified Parties under Section 5.6, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer up

Section 9.8 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic an

Section 9.9 *Counterparts.* This Agreement may be executed in one or more counterparts (including by means of electronic signature, portable document format (PDF), or other electronic transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (inclu

Section 9.10 *Patriot Act Compliance. The Escrow Agent hereby notifies each other Party that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended) (the "Patriot Act*") and applicable regulations promulgated thereunder, the Escrow Agent is required to obtain, verify, and record information that identifies each person or entity that establishes a relationship or opens an account

Section 9.11 *Relationship to Purchase Agreement. This Agreement is being entered into pursuant to the Purchase Agreement and is subject to the provisions thereof. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, as between the Purchaser and the Seller Representative (and the Sellers), the Purchase Agreement shall