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ESCROW AGREEMENT

Dated as of June 30, 2024

among

ARDENT HEALTHCARE ACQUISITION CORP. a Delaware corporation (Purchaser)

CARDINAL PEAK INDUSTRIES, INC. a Delaware corporation (Seller)

and

COMMONWEALTH TRUST & ESCROW COMPANY a Delaware corporation (Escrow Agent)

ESCROW AGREEMENT

This ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 30, 2024, by and among:

(1) Ardent Healthcare Acquisition Corp., a Delaware corporation ("Purchaser"), with its registered office c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801;

(2) Cardinal Peak Industries, Inc., a Delaware corporation ("Seller"), with its principal offices at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215; and

(3) Commonwealth Trust & Escrow Company, a Delaware corporation ("Escrow Agent"), with offices at 3801 Kennett Pike, Suite 250, Greenville, Delaware 19807.

Purchaser, Seller, and Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Purchaser and Seller have entered into that certain Asset Purchase Agreement dated as of April 2, 2024 (as it may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Purchaser is acquiring substantially all of the assets of Seller for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000);

WHEREAS, the Purchase Agreement provides for the deposit of Sixty-Two Million Dollars ($62,000,000), representing ten percent (10%) of the base purchase price, into escrow (the "Escrow Amount") to secure certain indemnification obligations of Seller under Article IX of the Purchase Agreement;

WHEREAS, the Purchase Agreement contemplates the release of the Escrow Amount in two tranches, with the first tranche scheduled for release on the twelve (12)-month anniversary of the Closing Date and the second tranche scheduled for release on the eighteen (18)-month anniversary of the Closing Date, each subject to reduction for Pending Claims or resolved indemnification claims;

WHEREAS, the Parties desire to set forth the terms and conditions governing the establishment, maintenance, investment, and release of the Escrow Amount in accordance with the Purchase Agreement;

WHEREAS, Commonwealth Trust & Escrow Company has agreed to serve as Escrow Agent upon the terms and conditions set forth herein; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

Section 1.01. "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or required by law, regulation, or executive order to be closed.

Section 1.02. "Claim Notice" means a written notice from Purchaser to Seller and Escrow Agent specifying an indemnification claim under the Purchase Agreement, which notice shall include the information required by Section 4.03(a) of this Agreement, including the nature and factual basis of the claim, the applicable representation, warranty, covenant, or agreement allegedly breached, the estimated amount of Losses constituting the Claimed Amount, and the section of the Purchase Agreement under which indemnification is sought.

Section 1.03. "Claimed Amount" means the estimated amount of Losses set forth in a Claim Notice.

Section 1.04. "Closing Date" means June 30, 2024, being the date on which the closing of the transactions contemplated by the Purchase Agreement occurs.

Section 1.05. "Disputed Amount" means any portion of a Claimed Amount that is disputed by Seller pursuant to Section 4.03(c) of this Agreement.

Section 1.06. "Earnout" means the contingent consideration payable under the Earnout Agreement of even date herewith entered into between Purchaser and Seller, which contingent consideration is separate from and not secured by the Escrow Fund. For the avoidance of doubt, no portion of the Escrow Fund shall be available to satisfy any obligation arising under or in connection with the Earnout.

Section 1.07. "Escrow Amount" or "Escrow Fund" means the initial deposit of Sixty-Two Million Dollars ($62,000,000) made by or on behalf of Purchaser with the Escrow Agent on the Closing Date, together with all Escrow Earnings accrued thereon and added thereto, as such amount may be reduced from time to time by distributions made in accordance with the terms of this Agreement.

Section 1.08. "Escrow Earnings" means all interest, dividends, capital gains, and other income earned on the investment of the Escrow Fund in accordance with Article III of this Agreement.

Section 1.09. "Escrow Period" means the period commencing on the Closing Date and ending on the date on which the entire Escrow Fund (including any Reserved Amount) has been distributed in accordance with the terms of this Agreement, at which point this Agreement shall terminate in accordance with Section 4.06.

Section 1.10. "Final Determination" means the resolution of a claim that is the subject of a Claim Notice by any of the following: (i) mutual written agreement of Purchaser and Seller delivered to Escrow Agent; (ii) a final, non-appealable order or judgment of a court of competent jurisdiction; or (iii) a final arbitration award issued pursuant to a binding arbitration proceeding conducted in accordance with the rules of the American Arbitration Association or such other arbitral body as the parties may agree.

Section 1.11. "Indemnification Cap" means One Hundred Twenty-Four Million Dollars ($124,000,000), representing twenty percent (20%) of the base purchase price of $620,000,000, as set forth in Section 9.04(a) of the Purchase Agreement, which amount constitutes the maximum aggregate liability of Seller for indemnification claims arising under the Purchase Agreement (other than claims arising from fraud or willful breach).

Section 1.12. "Losses" shall have the meaning ascribed to such term in Section 9.01 of the Purchase Agreement.

Section 1.13. "Pending Claims" means any Claim Notices that have been delivered to the Escrow Agent but that are not yet subject to a Final Determination as of the applicable Release Date or other date of determination.

Section 1.14. "Purchase Agreement" means the Asset Purchase Agreement dated as of April 2, 2024, by and between Purchaser and Seller, together with all exhibits, schedules, annexes, and amendments thereto.

Section 1.15. "Release Date" means each of the Tranche 1 Release Date and the Tranche 2 Release Date, as applicable.

Section 1.16. "Reserved Amount" means, with respect to any Release Date or other date of determination, the aggregate dollar amount of all Claimed Amounts set forth in all Pending Claims as of such date, net of any portions of such Pending Claims that have been resolved by Final Determination prior to such date.

Section 1.17. "Tranche 1 Release Date" means June 30, 2025, the twelve (12)-month anniversary of the Closing Date, or, if such date is not a Business Day, the next succeeding Business Day.

Section 1.18. "Tranche 2 Release Date" means December 30, 2025, the eighteen (18)-month anniversary of the Closing Date, which date coincides with the expiration of the survival period for general representations and warranties under Section 9.02(a) of the Purchase Agreement, or, if such date is not a Business Day, the next succeeding Business Day.

Section 1.19. General Interpretive Provisions. For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) references to Sections, Articles, Exhibits, and Schedules mean the Sections, Articles, Exhibits, and Schedules of this Agreement unless otherwise specified; and (e) references to dollars or "$" mean United States dollars. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Purchase Agreement.

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.01. Deposit of Escrow Amount. On the Closing Date, Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the sum of Sixty-Two Million Dollars ($62,000,000) with Escrow Agent, to be held and distributed in accordance with the terms and conditions of this Agreement. Pursuant to the Funds Flow Memorandum dated as of the Closing Date, the Escrow Amount shall be funded from the equity contribution of Two Hundred Twenty Million Dollars ($220,000,000) to be made by Ardent Capital Partners III LP, a Delaware limited partnership and the sole stockholder of Purchaser, to Purchaser on the Closing Date. The Escrow Amount shall be wired to the Escrow Agent's account in accordance with the wire instructions set forth on Exhibit A attached hereto. Escrow Agent shall acknowledge receipt of the Escrow Amount in writing (which may be by electronic mail) to Purchaser and Seller within one (1) Business Day of receipt thereof.

Section 2.02. Escrow Fund. The Escrow Fund shall consist of the initial deposit of $62,000,000 together with all Escrow Earnings earned thereon and reinvested in accordance with Article III hereof, as reduced from time to time by distributions made in accordance with the terms of this Agreement. The Escrow Fund shall be held by Escrow Agent as a trust fund, in a segregated account, separate and apart from the general funds and assets of Escrow Agent, and shall not be subject to any lien, attachment, trustee process, garnishment, levy, execution, or any other judicial or administrative process of any creditor of any Party. Escrow Agent shall not commingle the Escrow Fund with any other funds or assets held by Escrow Agent.

Section 2.03. Tax Treatment.

(a) Tax Ownership. For all federal, state, and local income tax purposes, the Parties agree that the Escrow Amount shall be treated as having been received by Seller on the Closing Date, and Seller shall report such amount as part of the consideration received in connection with the transactions contemplated by the Purchase Agreement. All Escrow Earnings shall be reported as income of Seller for the taxable year in which such Escrow Earnings are earned, regardless of when such amounts are actually distributed to Seller.

(b) Tax Identification Numbers. Seller's federal employer identification number is 82-3947561. Purchaser's federal employer identification number is 93-2184720. Each of Purchaser and Seller shall deliver to Escrow Agent an executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) concurrently with the execution and delivery of this Agreement. If Seller fails to provide a properly completed Form W-9, Escrow Agent shall be authorized to withhold on Escrow Earnings in accordance with applicable federal tax law.

(c) Tax Reporting. Escrow Agent shall report all Escrow Earnings to the Internal Revenue Service on IRS Form 1099 (or any successor form) in the name and taxpayer identification number of Seller. Escrow Agent shall provide copies of all such tax reporting forms to Seller and Purchaser. Neither Purchaser nor Seller shall take any position on any tax return or other filing that is inconsistent with the treatment set forth in this Section 2.03 unless otherwise required by a Final Determination (as defined in Section 1.10) or a change in applicable law.

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.01. Permitted Investments. Escrow Agent shall invest and reinvest the Escrow Fund, including all Escrow Earnings, as directed by joint written instruction of Purchaser and Seller, provided that all such investments shall be limited to one or more of the following categories of investments (collectively, "Permitted Investments"):

(a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within the time period specified in Section 3.01(e) below;

(b) Money market funds that are registered under the Investment Company Act of 1940, as amended, and that are rated at least "AAAm" (or the equivalent rating) by Standard & Poor's Ratings Services, a division of S&P Global Inc., Moody's Investors Service, Inc., or another nationally recognized statistical rating organization;

(c) Certificates of deposit, time deposits, or banker's acceptances of any domestic commercial bank organized under the laws of the United States or any state thereof, or the District of Columbia, having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000), in each case maturing within the time period specified in Section 3.01(e) below;

(d) Commercial paper issued by any corporation organized under the laws of any state of the United States and rated at least "A-1" by Standard & Poor's Ratings Services or "P-1" by Moody's Investors Service, Inc. (or, in each case, the equivalent rating by another nationally recognized statistical rating organization), in each case maturing within the time period specified in Section 3.01(e) below; and

(e) All Permitted Investments described in clauses (a), (c), and (d) above shall have a stated maturity date that is no later than seven (7) Business Days prior to the next applicable Release Date (or, if the then-applicable Release Date has passed and a Reserved Amount remains in the Escrow Fund, no later than seven (7) Business Days prior to the date upon which Escrow Agent reasonably anticipates a distribution may be required in connection with the resolution of Pending Claims).

Section 3.02. Default Investment. In the absence of joint written investment instructions from Purchaser and Seller, or if joint written investment instructions are not received by Escrow Agent within three (3) Business Days following the Closing Date (with respect to the initial investment of the Escrow Amount) or within three (3) Business Days following the maturity or liquidation of any Permitted Investment (with respect to the reinvestment of proceeds thereof), Escrow Agent shall invest the Escrow Fund, or the applicable uninvested portion thereof, in a money market fund satisfying the criteria set forth in Section 3.01(b). Escrow Agent shall have no liability for any loss of income or principal resulting from the investment of the Escrow Fund in the default investment described in this Section 3.02.

Section 3.03. Investment Risk. Purchaser and Seller each acknowledge and agree that Escrow Agent shall not be liable or responsible for any loss of principal, diminution in value, or loss of income resulting from the investment or reinvestment of the Escrow Fund in Permitted Investments in accordance with this Article III, including any losses arising from market fluctuations, changes in interest rates, credit events affecting issuers of Permitted Investments, or the failure of any Permitted Investment to achieve a particular rate of return. All investment risk shall be borne by Purchaser and Seller in proportion to their respective interests in the Escrow Fund at the time of any such loss.

Section 3.04. Liquidation of Investments. Escrow Agent is hereby authorized to liquidate, in whole or in part, any Permitted Investments held in the Escrow Fund as necessary to make any distribution required under Article IV hereof. Escrow Agent shall use commercially reasonable efforts to liquidate Permitted Investments in a manner designed to minimize any loss of principal; provided, however, that Escrow Agent shall have no liability for any loss resulting from the liquidation of Permitted Investments prior to their stated maturity date.

ARTICLE IV — DISTRIBUTION AND RELEASE OF ESCROW FUND

Section 4.01. Tranche 1 Release.

(a) On the Tranche 1 Release Date, the Escrow Agent shall release and distribute to Seller an amount (the "Tranche 1 Release Amount") equal to (i) Thirty-One Million Dollars ($31,000,000), representing fifty percent (50%) of the initial Escrow Amount, minus (ii) the Reserved Amount as of the Tranche 1 Release Date (i.e., the aggregate dollar amount of all Pending Claims outstanding as of such date), minus (iii) the aggregate amount of all prior distributions made to Purchaser from the Escrow Fund in satisfaction of resolved indemnification claims between the Closing Date and the Tranche 1 Release Date. In no event shall the Tranche 1 Release Amount be less than zero.

(b) If the Reserved Amount as of the Tranche 1 Release Date equals or exceeds Thirty-One Million Dollars ($31,000,000) (after giving effect to the reduction described in clause (a)(iii) above), no distribution shall be made to Seller on the Tranche 1 Release Date, and the entire amount that would otherwise constitute the Tranche 1 Release Amount shall be retained in the Escrow Fund pending the resolution of Pending Claims in accordance with Section 4.03 and Section 4.02.

(c) Not later than three (3) Business Days prior to the Tranche 1 Release Date, Purchaser shall deliver to Escrow Agent and Seller a certificate signed by an authorized officer of Purchaser (a "Release Certificate") setting forth in reasonable detail: (i) a schedule of all Pending Claims as of such date, including the Claimed Amount of each; (ii) the aggregate Reserved Amount; (iii) the aggregate amount of prior distributions from the Escrow Fund to Purchaser; and (iv) the Tranche 1 Release Amount calculated in accordance with this Section 4.01. Seller shall have the right to dispute the calculation set forth in the Release Certificate by delivering written notice to Purchaser and Escrow Agent within two (2) Business Days of receipt thereof. In the event of a dispute regarding the calculation, Escrow Agent shall not make any distribution until such dispute is resolved by mutual agreement of Purchaser and Seller or by Final Determination.

Section 4.02. Tranche 2 Release (Final Release).

(a) On the Tranche 2 Release Date, the Escrow Agent shall release and distribute to Seller the entire remaining balance of the Escrow Fund (after giving effect to all prior distributions and any Escrow Earnings accrued through such date), minus the Reserved Amount as of the Tranche 2 Release Date. The amount distributed to Seller pursuant to this Section 4.02(a) is referred to as the "Tranche 2 Release Amount."

(b) The Tranche 2 Release Date corresponds to the expiration of the eighteen (18)-month survival period for general representations and warranties under Section 9.02(a) of the Purchase Agreement. For the avoidance of doubt, no new Claim Notices with respect to breaches of general representations and warranties may be delivered after the Tranche 2 Release Date, except to the extent that (i) a Claim Notice has been timely delivered prior to the Tranche 2 Release Date and remains a Pending Claim, or (ii) the applicable survival period for a particular representation or warranty extends beyond the Tranche 2 Release Date as expressly provided in the Purchase Agreement (including, without limitation, fundamental representations, tax representations, and environmental representations, each of which has a survival period as set forth in Section 9.02(b) of the Purchase Agreement).

(c) Following the Tranche 2 Release Date, the Escrow Agent shall continue to hold any Reserved Amount in the Escrow Fund until all Pending Claims giving rise to such Reserved Amount have been resolved by Final Determination. Upon each Final Determination:

(i) to the extent that a Pending Claim is resolved in favor of Purchaser (in whole or in part), Escrow Agent shall distribute the applicable amount from the Escrow Fund to Purchaser in accordance with Section 4.05 within five (5) Business Days of receipt of written evidence of such Final Determination;

(ii) to the extent that a Pending Claim is resolved in favor of Seller (in whole or in part), or the Claimed Amount is reduced by Final Determination, the portion of the Reserved Amount attributable to such resolved or reduced claim shall be released from the Reserved Amount and promptly distributed to Seller in accordance with Section 4.05 within five (5) Business Days of receipt of written evidence of such Final Determination; and

(iii) upon the resolution of all Pending Claims, any remaining balance of the Escrow Fund shall be distributed to Seller within five (5) Business Days.

(d) Not later than three (3) Business Days prior to the Tranche 2 Release Date, Purchaser shall deliver to Escrow Agent and Seller a Release Certificate in accordance with the procedures set forth in Section 4.01(c), mutatis mutandis.

Section 4.03. Claims Against Escrow Fund.

(a) Claim Notice. If Purchaser seeks indemnification under the Purchase Agreement for Losses and desires to recover such Losses from the Escrow Fund, Purchaser shall deliver a Claim Notice to Seller and Escrow Agent. Each Claim Notice shall set forth, in reasonable detail: (i) the nature and factual basis of the indemnification claim; (ii) the applicable representation, warranty, covenant, or agreement set forth in the Purchase Agreement that is alleged to have been breached or that gives rise to the indemnification obligation; (iii) the estimated amount of Losses claimed by Purchaser in connection therewith (the "Claimed Amount"), to the extent then reasonably ascertainable (and, if the Claimed Amount is not then reasonably ascertainable, a good-faith estimate thereof with an explanation that the Claimed Amount is subject to adjustment); and (iv) the specific section of the Purchase Agreement under which indemnification is sought. The delivery of a Claim Notice shall not constitute an admission by Purchaser regarding the validity of any counterclaim, offset, or defense that may be asserted by Seller.

(b) Response Period. Seller shall have thirty (30) days from receipt of a Claim Notice (the "Response Period") to deliver a written response (a "Response Notice") to Purchaser and Escrow Agent either (A) accepting the claim set forth in the Claim Notice in whole or in part, specifying the accepted amount, or (B) disputing the claim set forth in the Claim Notice in whole or in part, with reasonable detail regarding the basis for such dispute, including any factual or legal arguments upon which Seller relies. If Seller delivers a Response Notice accepting the claim in part, such Response Notice shall specify both the accepted portion and the Disputed Amount.

(c) Undisputed Claims. If Seller delivers a Response Notice accepting a Claim Notice in whole, or if Seller fails to deliver a Response Notice within the Response Period (in which case Seller shall be deemed to have accepted the Claim Notice in its entirety), Escrow Agent shall, within five (5) Business Days following the earlier of (i) receipt of the Response Notice accepting the claim or (ii) the expiration of the Response Period, distribute the Claimed Amount (or the accepted portion thereof, as applicable) from the Escrow Fund to Purchaser by wire transfer in accordance with Section 4.05. The failure of Seller to deliver a Response Notice within the Response Period shall be deemed an irrevocable acceptance of the Claim Notice, and Seller hereby authorizes Escrow Agent to make such distribution without further instruction from or notice to Seller.

(d) Disputed Claims. If Seller delivers a Response Notice disputing all or any portion of a Claim Notice, the Disputed Amount shall remain in the Escrow Fund as part of the Reserved Amount until a Final Determination with respect thereto has been rendered. Escrow Agent shall take no action with respect to the Disputed Amount unless and until Escrow Agent receives either (i) a joint written instruction from Purchaser and Seller directing the distribution of the Disputed Amount, or (ii) written evidence of a Final Determination specifying the disposition of the Disputed Amount, together with any supporting documentation reasonably requested by Escrow Agent. Upon receipt of such joint written instruction or written evidence of a Final Determination:

(i) amounts determined to be owed to Purchaser shall be distributed from the Escrow Fund to Purchaser in accordance with Section 4.05;

(ii) remaining amounts previously held as part of the Reserved Amount and attributable to the resolved Disputed Amount shall be released from the Reserved Amount and (A) if such resolution occurs prior to a Release Date, made available for distribution to Seller on the next Release Date, or (B) if such resolution occurs after the Tranche 2 Release Date, promptly distributed to Seller in accordance with Section 4.05.

(e) Third-Party Claims. In the event that a Claim Notice relates to a third-party claim for which Seller has assumed the defense pursuant to Section 9.05 of the Purchase Agreement, the Claimed Amount set forth in the applicable Claim Notice shall be treated as a Pending Claim and the Claimed Amount shall be maintained as a Reserved Amount in the Escrow Fund until the earlier of (i) a Final Determination of the underlying third-party claim and any resulting indemnification obligation, or (ii) mutual written agreement of Purchaser and Seller regarding the disposition of the Claimed Amount.

Section 4.04. Limitation on Claims; Coordination with Purchase Agreement.

(a) De Minimis Threshold. Consistent with Section 9.04(b) of the Purchase Agreement, individual indemnification claims in which the aggregate amount of Losses arising from a single event, occurrence, or set of related facts or circumstances is less than One Hundred Thousand Dollars ($100,000) (the "De Minimis Threshold") shall not be presented against the Escrow Fund, and Escrow Agent shall have no obligation to process any Claim Notice in which the Claimed Amount is below the De Minimis Threshold. Claims below the De Minimis Threshold shall be disregarded for purposes of calculating whether the Basket (as defined below) has been exceeded.

(b) Basket. Claims may only be made against the Escrow Fund after the aggregate amount of all indemnifiable Losses (each exceeding the De Minimis Threshold) equals or exceeds Three Million One Hundred Thousand Dollars ($3,100,000), representing one-half of one percent (0.5%) of the base purchase price of $620,000,000 (the "Basket"). Once the Basket has been exceeded, Purchaser shall be entitled to recover all indemnifiable Losses from the first dollar (i.e., the Basket is a "tipping basket" and not a true deductible), subject to the limitations set forth in this Section 4.04.

(c) Indemnification Cap. The aggregate liability of Seller for all indemnification claims under the Purchase Agreement (whether satisfied from the Escrow Fund or otherwise) shall not exceed the Indemnification Cap of One Hundred Twenty-Four Million Dollars ($124,000,000), representing twenty percent (20%) of the base purchase price of $620,000,000. Escrow Agent shall not be required to monitor compliance with the Indemnification Cap and shall distribute amounts from the Escrow Fund in accordance with the instructions, Claim Notices, and Final Determinations received pursuant to this Article IV without regard to the Indemnification Cap, it being understood that the Indemnification Cap is a limitation to be administered and enforced between Purchaser and Seller under the Purchase Agreement.

(d) Exceptions. Nothing in this Agreement or the Purchase Agreement shall limit, restrict, or otherwise affect claims based upon fraud (including common law fraud and equitable fraud) or willful breach by Seller of any representation, warranty, covenant, or agreement contained in the Purchase Agreement, nor shall this Agreement limit Purchaser's right to seek equitable relief (including specific performance, injunctive relief, or other non-monetary remedies) in connection with any breach of the Purchase Agreement. Claims arising from fraud, willful breach, or equitable relief are expressly excluded from the exclusive remedy provisions of Section 9.06 of the Purchase Agreement and are not subject to the De Minimis Threshold, the Basket, or the Indemnification Cap.

Section 4.05. Manner of Distribution.

(a) All distributions from the Escrow Fund to Seller shall be made by wire transfer of immediately available funds in United States dollars to the account designated by Seller on Exhibit B attached hereto, or to such other account as Seller may designate in writing to Escrow Agent and Purchaser from time to time (with any such change becoming effective upon five (5) Business Days' prior written notice to Escrow Agent).

(b) All distributions from the Escrow Fund to Purchaser shall be made by wire transfer of immediately available funds in United States dollars to the account designated by Purchaser on Exhibit C attached hereto, or to such other account as Purchaser may designate in writing to Escrow Agent and Seller from time to time (with any such change becoming effective upon five (5) Business Days' prior written notice to Escrow Agent).

(c) Escrow Agent shall make all distributions within five (5) Business Days of the applicable Release Date, the receipt of an accepted Claim Notice (or expiration of the Response Period without a Response Notice), or the receipt of written evidence of a Final Determination, as the case may be, subject to any withholding obligations that may apply under applicable tax law.

(d) If Escrow Agent is required by applicable law to withhold any portion of a distribution from the Escrow Fund, Escrow Agent shall withhold such amount, remit such amount to the appropriate taxing authority, and promptly provide written notice to the affected Party of the amount withheld and the basis for such withholding.

Section 4.06. Termination of Escrow. This Agreement shall terminate upon the distribution of the entire Escrow Fund (including all Escrow Earnings) in accordance with the terms hereof, and the Escrow Agent shall thereupon be discharged from all further obligations and liabilities hereunder. Notwithstanding the foregoing, the provisions of Article V (Escrow Agent), Article VI (Representations and Warranties), Article VII (Indemnification by Purchaser and Seller), Section 5.02 (Indemnification of Escrow Agent), Section 8.02 (Governing Law), Section 8.03 (Jurisdiction and Venue), and Section 8.04 (Waiver of Jury Trial) shall survive the termination of this Agreement.

ARTICLE V — ESCROW AGENT

Section 5.01. Duties and Responsibilities.

(a) Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, and no implied duties, obligations, or covenants shall be read into this Agreement against Escrow Agent. Escrow Agent shall not be bound by any agreement between Purchaser and Seller (including the Purchase Agreement) except to the extent that the obligations of Escrow Agent are expressly set forth in this Agreement.

(b) Escrow Agent shall act only upon written instructions delivered in accordance with the notice provisions of Section 8.01 hereof and shall not be required to take any action that, in its reasonable judgment, may involve it in any expense, liability, or obligation for which it has not been provided indemnity satisfactory to it in its sole discretion. In the event that Escrow Agent receives conflicting instructions from Purchaser and Seller, Escrow Agent shall be entitled to refrain from taking any action (other than safekeeping the Escrow Fund) until such conflict is resolved by mutual agreement of Purchaser and Seller, Final Determination, or order of a court of competent jurisdiction.

(c) Escrow Agent may rely and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, request, direction, consent, or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper Party or Parties. Escrow Agent shall not be required to inquire into or investigate the authority of any person purporting to act on behalf of any Party, provided that Escrow Agent has acted in accordance with the specimen signatures delivered to it pursuant to this Agreement or any amendment hereto.

(d) Escrow Agent may consult with legal counsel of its own choosing (including in-house counsel) in connection with any question arising under or in connection with this Agreement, and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel.

(e) The primary contact at Escrow Agent for all matters arising under this Agreement shall be:

Martin Galbraith Vice President, Corporate Trust Services Commonwealth Trust & Escrow Company 3801 Kennett Pike, Suite 250 Greenville, Delaware 19807 Telephone: (302) 555-4200

Email: m.galbraith@commonwealthtrust.com

Escrow Agent may designate a replacement contact by written notice to Purchaser and Seller.

Section 5.02. Indemnification of Escrow Agent. Purchaser and Seller shall jointly and severally indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys' fees and expenses, court costs, and costs of investigation) arising out of or in connection with the acceptance of, or performance or non-performance of duties under, this Agreement, including any litigation or threatened litigation arising therefrom; provided, however, that the foregoing indemnification obligations shall not apply to the extent that any such loss, liability, damage, claim, cost, or expense is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from the gross negligence or willful misconduct of the Escrow Agent Indemnified Party seeking indemnification. The obligations of Purchaser and Seller under this Section 5.02 shall survive the resignation or removal of Escrow Agent and the termination of this Agreement.

Section 5.03. Compensation. Escrow Agent shall be entitled to reasonable compensation for its services hereunder as set forth on Schedule I attached hereto and made a part hereof, together with reimbursement of all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including reasonable fees and disbursements of legal counsel retained by Escrow Agent pursuant to Section 5.01(d). All fees and expenses of Escrow Agent shall be borne equally by Purchaser and Seller, with each Party responsible for fifty percent (50%) of such fees and expenses. The fees and expenses of Escrow Agent shall not be payable from the Escrow Fund unless Purchaser and Seller jointly instruct Escrow Agent in writing to deduct such fees and expenses from the Escrow Fund. In the event that the Escrow Fund is insufficient to pay the fees and expenses of Escrow Agent, Purchaser and Seller shall be jointly and severally liable for the payment of such fees and expenses.

Section 5.04. Resignation and Removal.

(a) Resignation. Escrow Agent may resign at any time upon thirty (30) days' prior written notice to Purchaser and Seller. Such resignation shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or upon such earlier date as may be agreed by the Parties.

(b) Removal. Purchaser and Seller may jointly remove Escrow Agent at any time upon thirty (30) days' prior written notice to Escrow Agent. Such removal shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor.

(c) Appointment of Successor. Upon the resignation or removal of Escrow Agent, Purchaser and Seller shall use commercially reasonable efforts to jointly appoint a successor escrow agent that is a nationally recognized trust company or banking institution having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000), within thirty (30) days of the effective date of such resignation or removal. The resigning or removed Escrow Agent shall promptly transfer the Escrow Fund and all related records and documents to the successor escrow agent upon appointment, and the successor escrow agent shall thereupon succeed to and become vested with all of the rights, powers, duties, and obligations of the predecessor Escrow Agent under this Agreement with the same effect as if originally named herein.

(d) Failure to Appoint Successor. If Purchaser and Seller fail to appoint a successor escrow agent within thirty (30) days following the resignation or removal of Escrow Agent, the resigning or removed Escrow Agent may, at its discretion and at the joint expense of Purchaser and Seller, (i) petition the Court of Chancery of the State of Delaware (or, if such court declines jurisdiction, the United States District Court for the District of Delaware) to appoint a successor escrow agent, or (ii) deposit the Escrow Fund with such court, in either case whereupon Escrow Agent shall be discharged from all further obligations and liabilities hereunder (except for those obligations that expressly survive termination).

Section 5.05. Interpleader. In the event of any dispute between Purchaser and Seller regarding the Escrow Fund, the distribution thereof, or the interpretation of any provision of this Agreement, Escrow Agent shall have the right (but not the obligation) at any time to interplead the Escrow Fund (or any disputed portion thereof) into a court of competent jurisdiction in the State of Delaware. Upon commencement of such interpleader action, Escrow Agent shall thereupon be released and discharged from all obligations and liabilities hereunder with respect to the interpleaded funds, and Purchaser and Seller shall jointly and severally reimburse Escrow Agent for all costs and expenses (including reasonable attorneys' fees) incurred by Escrow Agent in connection with such interpleader action.

Section 5.06. No Liability for Investment Losses. Without limiting the generality of Section 3.03, Escrow Agent shall have no liability or responsibility for any diminution in the value of the Escrow Fund or any loss of principal or income resulting from the investment of the Escrow Fund in Permitted Investments in accordance with Article III hereof, whether such loss results from market fluctuations, changes in interest rates, credit events, defaults, or any other cause. Purchaser and Seller each acknowledge that the Escrow Agent is not providing investment advice and that all investment decisions are being made by Purchaser and Seller (or, in the case of the default investment, are being made by Escrow Agent solely in accordance with the standing instructions set forth in Section 3.02).

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.01. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller and Escrow Agent as follows:

(a) Organization and Good Standing. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File No. 7129384). Purchaser was formed on January 22, 2024, and is wholly owned by Ardent Capital Partners III LP, a Delaware limited partnership.

(b) Authority; Due Authorization. Purchaser has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Purchaser have been duly authorized by all necessary corporate action on the part of Purchaser, including the approval of the board of directors of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

(d) No Conflict. The execution, delivery, and performance of this Agreement by Purchaser do not and will not (i) violate or conflict with the certificate of incorporation or bylaws of Purchaser, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to Purchaser, or (iii) result in a breach of, or default under, any material agreement to which Purchaser is a party.

Section 6.02. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser and Escrow Agent as follows:

(a) Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File No. 5487231). Seller is duly qualified to do business and is in good standing in each of the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky.

(b) Authority; Due Authorization. Seller has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller, including the approval of the board of directors and requisite stockholder approval. The stockholders of Seller and their respective ownership percentages are as follows: Dr. Randall J. Whitfield (52%), Elaine Whitfield-Torres (18%), Ridgeline Growth Equity Fund II LP (22%), and other management shareholders (8%).

(c) Enforceability. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

(d) No Conflict. The execution, delivery, and performance of this Agreement by Seller do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, or stockholders' agreement of Seller, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to Seller, or (iii) result in a breach of, or default under, any material agreement to which Seller is a party.

Section 6.03. Representations and Warranties of Escrow Agent. Escrow Agent hereby represents and warrants to Purchaser and Seller as follows:

(a) Organization and Good Standing. Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Authority. Escrow Agent has full corporate power and authority to act as escrow agent hereunder and to enter into and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Escrow Agent have been duly authorized by all necessary corporate action on the part of Escrow Agent.

(c) Enforceability. This Agreement has been duly executed and delivered by Escrow Agent and constitutes a valid and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity.

ARTICLE VII — INDEMNIFICATION BY PURCHASER AND SELLER; COORDINATION WITH PURCHASE AGREEMENT

Section 7.01. Cross-Reference to Purchase Agreement Indemnification. The indemnification obligations of Seller that are secured by the Escrow Fund are as set forth in Article IX of the Purchase Agreement. The terms and conditions of such indemnification obligations, including the survival periods, the procedures for the assertion and defense of claims (including third-party claims), and the definitions of "Losses" and related terms, are as set forth in the Purchase Agreement and are incorporated herein by reference. In the event of any inconsistency between the indemnification procedures set forth in the Purchase Agreement and those set forth in this Agreement with respect to the mechanics of presenting claims against the Escrow Fund, the provisions of this Agreement shall control, but the substantive terms of the indemnification obligations (including the calculation of Losses, the survival periods, the De Minimis Threshold, the Basket, and the Indemnification Cap) shall be governed exclusively by the Purchase Agreement.

Section 7.02. Escrow Fund as Collateral; No Limitation. The Escrow Fund serves as collateral for and a source of payment of Seller's indemnification obligations under the Purchase Agreement. However, the Escrow Fund does not constitute the sole source of recovery for Purchaser's indemnification claims. Purchaser retains the right to seek indemnification directly from Seller for Losses exceeding the balance of the Escrow Fund, up to the Indemnification Cap of One Hundred Twenty-Four Million Dollars ($124,000,000) (subject to the exceptions set forth in Section 4.04(d) for fraud, willful breach, and equitable relief). Nothing in this Agreement shall be construed as limiting or modifying Purchaser's rights under Article IX of the Purchase Agreement.

Section 7.03. Coordination with R&W Insurance Policy. The Parties acknowledge that Purchaser has procured a representations and warranties insurance policy issued by Sentinel Specialty Insurance Company (Policy No. SSI-RWI-2024-05178) (the "R&W Insurance Policy"), providing coverage with a limit of Sixty-Two Million Dollars ($62,000,000) and a retention of Six Million Two Hundred Thousand Dollars ($6,200,000), which retention is shared equally (fifty percent (50%) each) by Purchaser and Seller. The escrow arrangement set forth in this Agreement operates independently of, and is in addition to, the coverage afforded by the R&W Insurance Policy. Purchaser retains the right to pursue claims under the R&W Insurance Policy independently of and in addition to claims against the Escrow Fund, subject to the terms and conditions of the R&W Insurance Policy. The Escrow Agent shall have no obligations or duties with respect to the R&W Insurance Policy and shall not be required to take into account the existence or terms of such policy in connection with its duties hereunder.

Section 7.04. Exclusive Remedy. In accordance with Section 9.06 of the Purchase Agreement, indemnification pursuant to Article IX of the Purchase Agreement (including recovery from the Escrow Fund in accordance with this Agreement) shall constitute the sole and exclusive post-closing remedy of the Parties and their respective affiliates for any breach or alleged breach of any representation, warranty, covenant, or agreement contained in the Purchase Agreement, and no Party shall have any other right or remedy with respect thereto, whether at law, in equity, in contract, in tort, or otherwise; provided, however, that nothing in this Section 7.04 shall limit any claim, right, or remedy available to any Party based upon fraud (including common law fraud and equitable fraud), willful breach, or the right to seek equitable relief, including specific performance or injunctive relief, which claims, rights, and remedies are expressly preserved and not subject to the exclusive remedy provisions of this Section 7.04 or Section 9.06 of the Purchase Agreement.

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.01. Notices. All notices, requests, demands, claims, waivers, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given: (a) if personally delivered, upon receipt; (b) if sent by nationally recognized overnight courier service (with tracking capability), on the next Business Day following deposit with such courier service; or (c) if sent by email (with written confirmation of transmission and receipt), upon receipt of confirmation of transmission, provided that a copy is also sent by overnight courier on the same day. All notices shall be addressed as follows:

If to Purchaser:

Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, New York 10022

Attention: Priya Mehta-Sullivan and Connor Briggs

Email: pmehta-sullivan@ardentcapital.com; cbriggs@ardentcapital.com

with a copy to (which shall not constitute notice):

Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, New York 10281

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to Seller:

Cardinal Peak Industries, Inc. 8400 Crescent Ridge Parkway, Suite 200 Nashville, Tennessee 37215

Attention: Dr. Randall J. Whitfield

Email: rwhitfield@cardinalpeak.com

with a copy to (which shall not constitute notice):

Barrow, Kensington & Pratt LLP 1201 Demonbreun Street, Suite 1800 Nashville, Tennessee 37203

Attention: Catherine Barrow

Email: cbarrow@bkplaw.com

If to Escrow Agent:

Commonwealth Trust & Escrow Company 3801 Kennett Pike, Suite 250 Greenville, Delaware 19807

Attention: Martin Galbraith, Vice President, Corporate Trust Services

Email: m.galbraith@commonwealthtrust.com

Any Party may change its address or contact information for notice purposes by giving written notice of such change to each of the other Parties in accordance with this Section 8.01, which change shall be effective five (5) Business Days after receipt of such notice.

Section 8.02. Governing Law. This Agreement, and all claims, controversies, and disputes arising out of or relating to this Agreement (including any question regarding its existence, validity, interpretation, performance, or termination), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.03. Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware), in any action, suit, or proceeding arising out of or relating to this Agreement, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any court referred to in this Section 8.03, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

Section 8.04. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 8.04.

Section 8.05. Amendments and Waivers. This Agreement may be amended, modified, supplemented, or waived only by a written instrument duly executed by Purchaser, Seller, and Escrow Agent. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party or Parties to be bound thereby. 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 preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any other rights or remedies provided by law.

Section 8.06. Entire Agreement. This Agreement, together with the Purchase Agreement, the Earnout Agreement, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether oral or written, relating to such subject matter. No Party has relied upon any representation or warranty of any other Party except as expressly set forth herein or in the Purchase Agreement.

Section 8.07. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties hereto; provided, however, that Purchaser may assign its rights (but not its obligations) under this Agreement to any affiliate of Purchaser without the prior written consent of Seller or Escrow Agent, so long as (i) Purchaser provides prior written notice of such assignment to Seller and Escrow Agent and (ii) such assignment does not relieve Purchaser of any of its obligations hereunder. Any purported assignment in violation of this Section 8.07 shall be null and void and of no force or effect.

Section 8.08. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement or the validity, legality, or enforceability of such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

Section 8.09. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic transmission in portable document format (.pdf) or by any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.10. Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, Ardent Capital Partners III LP, a Delaware limited partnership, as the sole stockholder of Purchaser, is an intended third-party beneficiary of this Agreement solely with respect to the enforcement of Purchaser's rights hereunder, and shall be entitled to enforce such rights as if it were a party hereto; provided that Ardent Capital Partners III LP shall not have any right to amend, modify, or waive any provision of this Agreement except through Purchaser.

Section 8.11. Conflict with Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the establishment, maintenance, investment, or distribution of the Escrow Fund, or the procedures for the assertion of claims against the Escrow Fund, this Agreement shall control and govern. Notwithstanding the foregoing, the calculation of indemnifiable Losses, the determination of whether any breach of representation, warranty, covenant, or agreement has occurred, the application of the Indemnification Cap, the Basket, the De Minimis Threshold, the survival periods for representations, warranties, covenants, and agreements, and the procedures for the defense of third-party claims shall be governed exclusively by the Purchase Agreement, and nothing in this Agreement shall be construed to modify or supersede such provisions of the Purchase Agreement. For the avoidance of doubt, the Escrow Agent shall have no obligation to interpret or apply the provisions of the Purchase Agreement, and the Escrow Agent's sole obligations with respect to the distribution of the Escrow Fund shall be as expressly set forth in this Agreement.

Section 8.12. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Escrow Agreement to be executed as of the date first above written by their respective duly authorized officers or representatives.

ARDENT HEALTHCARE ACQUISITION CORP.

By: ________

Name: Priya Mehta-Sullivan

Title: President and Authorized S

ESCROW AGREEMENT
Dated as of June 30, 2024
among
ARDENT HEALTHCARE ACQUISITION CORP. a Delaware corporation (Purchaser)
CARDINAL PEAK INDUSTRIES, INC. a Delaware corporation (Seller)
and
COMMONWEALTH TRUST & ESCROW COMPANY a Delaware corporation (Escrow Agent)
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 30, 2024, by and among:
(1) Ardent Healthcare Acquisition Corp., a Delaware corporation ("Purchaser"), with its registered office c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801;
(2) Cardinal Peak Industries, Inc., a Delaware corporation ("Seller"), with its principal offices at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215; and
(3) Commonwealth Trust & Escrow Company, a Delaware corporation ("Escrow Agent"), with offices at 3801 Kennett Pike, Suite 250, Greenville, Delaware 19807.
Purchaser, Seller, and Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Purchaser and Seller have entered into that certain Asset Purchase Agreement dated as of April 2, 2024 (as it may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Purchaser is acquiring substantially all of the assets of Seller for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000);
WHEREAS, the Purchase Agreement provides for the deposit of Sixty-Two Million Dollars ($62,000,000), representing ten percent (10%) of the base purchase price, into escrow (the "Escrow Amount") to secure certain indemnification obligations of Seller under Article IX of the Purchase Agreement;
WHEREAS, the Purchase Agreement contemplates the release of the Escrow Amount in two tranches, with the first tranche scheduled for release on the twelve (12)-month anniversary of the Closing Date and the second tranche scheduled for release on the eighteen (18)-month anniversary of the Closing Date, each subject to reduction for Pending Claims or resolved indemnification claims;
WHEREAS, the Parties desire to set forth the terms and conditions governing the establishment, maintenance, investment, and release of the Escrow Amount in accordance with the Purchase Agreement;
WHEREAS, Commonwealth Trust & Escrow Company has agreed to serve as Escrow Agent upon the terms and conditions set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
Section 1.01. "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or required by law, regulation, or executive order to be closed.
Section 1.02. "Claim Notice" means a written notice from Purchaser to Seller and Escrow Agent specifying an indemnification claim under the Purchase Agreement, which notice shall include the information required by Section 4.03(a) of this Agreement, including the nature and factual basis of the claim, the applicable representation, warranty, covenant, or agreement allegedly breached, the estimated amount of Losses constituting the Claimed Amount, and the section of the Purchase Agreement under which indemnification is sought.
Section 1.03. "Claimed Amount" means the estimated amount of Losses set forth in a Claim Notice.
Section 1.04. "Closing Date" means June 30, 2024, being the date on which the closing of the transactions contemplated by the Purchase Agreement occurs.
Section 1.05. "Disputed Amount" means any portion of a Claimed Amount that is disputed by Seller pursuant to Section 4.03(c) of this Agreement.
Section 1.06. "Earnout" means the contingent consideration payable under the Earnout Agreement of even date herewith entered into between Purchaser and Seller, which contingent consideration is separate from and not secured by the Escrow Fund. For the avoidance of doubt, no portion of the Escrow Fund shall be available to satisfy any obligation arising under or in connection with the Earnout.
Section 1.07. "Escrow Amount" or "Escrow Fund" means the initial deposit of Sixty-Two Million Dollars ($62,000,000) made by or on behalf of Purchaser with the Escrow Agent on the Closing Date, together with all Escrow Earnings accrued thereon and added thereto, as such amount may be reduced from time to time by distributions made in accordance with the terms of this Agreement.
Section 1.08. "Escrow Earnings" means all interest, dividends, capital gains, and other income earned on the investment of the Escrow Fund in accordance with Article III of this Agreement.
Section 1.09. "Escrow Period" means the period commencing on the Closing Date and ending on the date on which the entire Escrow Fund (including any Reserved Amount) has been distributed in accordance with the terms of this Agreement, at which point this Agreement shall terminate in accordance with Section 4.06.
Section 1.10. "Final Determination" means the resolution of a claim that is the subject of a Claim Notice by any of the following: (i) mutual written agreement of Purchaser and Seller delivered to Escrow Agent; (ii) a final, non-appealable order or judgment of a court of competent jurisdiction; or (iii) a final arbitration award issued pursuant to a binding arbitration proceeding conducted in accordance with the rules of the American Arbitration Association or such other arbitral body as the parties may agree.
Section 1.11. "Indemnification Cap" means One Hundred Twenty-Four Million Dollars ($124,000,000), representing twenty percent (20%) of the base purchase price of $620,000,000, as set forth in Section 9.04(a) of the Purchase Agreement, which amount constitutes the maximum aggregate liability of Seller for indemnification claims arising under the Purchase Agreement (other than claims arising from fraud or willful breach).
Section 1.12. "Losses" shall have the meaning ascribed to such term in Section 9.01 of the Purchase Agreement.
Section 1.13. "Pending Claims" means any Claim Notices that have been delivered to the Escrow Agent but that are not yet subject to a Final Determination as of the applicable Release Date or other date of determination.
Section 1.14. "Purchase Agreement" means the Asset Purchase Agreement dated as of April 2, 2024, by and between Purchaser and Seller, together with all exhibits, schedules, annexes, and amendments thereto.
Section 1.15. "Release Date" means each of the Tranche 1 Release Date and the Tranche 2 Release Date, as applicable.
Section 1.16. "Reserved Amount" means, with respect to any Release Date or other date of determination, the aggregate dollar amount of all Claimed Amounts set forth in all Pending Claims as of such date, net of any portions of such Pending Claims that have been resolved by Final Determination prior to such date.
Section 1.17. "Tranche 1 Release Date" means June 30, 2025, the twelve (12)-month anniversary of the Closing Date, or, if such date is not a Business Day, the next succeeding Business Day.
Section 1.18. "Tranche 2 Release Date" means December 30, 2025, the eighteen (18)-month anniversary of the Closing Date, which date coincides with the expiration of the survival period for general representations and warranties under Section 9.02(a) of the Purchase Agreement, or, if such date is not a Business Day, the next succeeding Business Day.
Section 1.19. General Interpretive Provisions. For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) references to Sections, Articles, Exhibits, and Schedules mean the Sections, Articles, Exhibits, and Schedules of this Agreement unless otherwise specified; and (e) references to dollars or "$" mean United States dollars. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Purchase Agreement.
ARTICLE II — ESTABLISHMENT OF ESCROW
Section 2.01. Deposit of Escrow Amount. On the Closing Date, Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the sum of Sixty-Two Million Dollars ($62,000,000) with Escrow Agent, to be held and distributed in accordance with the terms and conditions of this Agreement. Pursuant to the Funds Flow Memorandum dated as of the Closing Date, the Escrow Amount shall be funded from the equity contribution of Two Hundred Twenty Million Dollars ($220,000,000) to be made by Ardent Capital Partners III LP, a Delaware limited partnership and the sole stockholder of Purchaser, to Purchaser on the Closing Date. The Escrow Amount shall be wired to the Escrow Agent's account in accordance with the wire instructions set forth on Exhibit A attached hereto. Escrow Agent shall acknowledge receipt of the Escrow Amount in writing (which may be by electronic mail) to Purchaser and Seller within one (1) Business Day of receipt thereof.
Section 2.02. Escrow Fund. The Escrow Fund shall consist of the initial deposit of $62,000,000 together with all Escrow Earnings earned thereon and reinvested in accordance with Article III hereof, as reduced from time to time by distributions made in accordance with the terms of this Agreement. The Escrow Fund shall be held by Escrow Agent as a trust fund, in a segregated account, separate and apart from the general funds and assets of Escrow Agent, and shall not be subject to any lien, attachment, trustee process, garnishment, levy, execution, or any other judicial or administrative process of any creditor of any Party. Escrow Agent shall not commingle the Escrow Fund with any other funds or assets held by Escrow Agent.
Section 2.03. Tax Treatment.
(a) Tax Ownership. For all federal, state, and local income tax purposes, the Parties agree that the Escrow Amount shall be treated as having been received by Seller on the Closing Date, and Seller shall report such amount as part of the consideration received in connection with the transactions contemplated by the Purchase Agreement. All Escrow Earnings shall be reported as income of Seller for the taxable year in which such Escrow Earnings are earned, regardless of when such amounts are actually distributed to Seller.
(b) Tax Identification Numbers. Seller's federal employer identification number is 82-3947561. Purchaser's federal employer identification number is 93-2184720. Each of Purchaser and Seller shall deliver to Escrow Agent an executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) concurrently with the execution and delivery of this Agreement. If Seller fails to provide a properly completed Form W-9, Escrow Agent shall be authorized to withhold on Escrow Earnings in accordance with applicable federal tax law.
(c) Tax Reporting. Escrow Agent shall report all Escrow Earnings to the Internal Revenue Service on IRS Form 1099 (or any successor form) in the name and taxpayer identification number of Seller. Escrow Agent shall provide copies of all such tax reporting forms to Seller and Purchaser. Neither Purchaser nor Seller shall take any position on any tax return or other filing that is inconsistent with the treatment set forth in this Section 2.03 unless otherwise required by a Final Determination (as defined in Section 1.10) or a change in applicable law.
ARTICLE III — INVESTMENT OF ESCROW FUND
Section 3.01. Permitted Investments. Escrow Agent shall invest and reinvest the Escrow Fund, including all Escrow Earnings, as directed by joint written instruction of Purchaser and Seller, provided that all such investments shall be limited to one or more of the following categories of investments (collectively, "Permitted Investments"):
(a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within the time period specified in Section 3.01(e) below;
(b) Money market funds that are registered under the Investment Company Act of 1940, as amended, and that are rated at least "AAAm" (or the equivalent rating) by Standard & Poor's Ratings Services, a division of S&P Global Inc., Moody's Investors Service, Inc., or another nationally recognized statistical rating organization;
(c) Certificates of deposit, time deposits, or banker's acceptances of any domestic commercial bank organized under the laws of the United States or any state thereof, or the District of Columbia, having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000), in each case maturing within the time period specified in Section 3.01(e) below;
(d) Commercial paper issued by any corporation organized under the laws of any state of the United States and rated at least "A-1" by Standard & Poor's Ratings Services or "P-1" by Moody's Investors Service, Inc. (or, in each case, the equivalent rating by another nationally recognized statistical rating organization), in each case maturing within the time period specified in Section 3.01(e) below; and
(e) All Permitted Investments described in clauses (a), (c), and (d) above shall have a stated maturity date that is no later than seven (7) Business Days prior to the next applicable Release Date (or, if the then-applicable Release Date has passed and a Reserved Amount remains in the Escrow Fund, no later than seven (7) Business Days prior to the date upon which Escrow Agent reasonably anticipates a distribution may be required in connection with the resolution of Pending Claims).
Section 3.02. Default Investment. In the absence of joint written investment instructions from Purchaser and Seller, or if joint written investment instructions are not received by Escrow Agent within three (3) Business Days following the Closing Date (with respect to the initial investment of the Escrow Amount) or within three (3) Business Days following the maturity or liquidation of any Permitted Investment (with respect to the reinvestment of proceeds thereof), Escrow Agent shall invest the Escrow Fund, or the applicable uninvested portion thereof, in a money market fund satisfying the criteria set forth in Section 3.01(b). Escrow Agent shall have no liability for any loss of income or principal resulting from the investment of the Escrow Fund in the default investment described in this Section 3.02.
Section 3.03. Investment Risk. Purchaser and Seller each acknowledge and agree that Escrow Agent shall not be liable or responsible for any loss of principal, diminution in value, or loss of income resulting from the investment or reinvestment of the Escrow Fund in Permitted Investments in accordance with this Article III, including any losses arising from market fluctuations, changes in interest rates, credit events affecting issuers of Permitted Investments, or the failure of any Permitted Investment to achieve a particular rate of return. All investment risk shall be borne by Purchaser and Seller in proportion to their respective interests in the Escrow Fund at the time of any such loss.
Section 3.04. Liquidation of Investments. Escrow Agent is hereby authorized to liquidate, in whole or in part, any Permitted Investments held in the Escrow Fund as necessary to make any distribution required under Article IV hereof. Escrow Agent shall use commercially reasonable efforts to liquidate Permitted Investments in a manner designed to minimize any loss of principal; provided, however, that Escrow Agent shall have no liability for any loss resulting from the liquidation of Permitted Investments prior to their stated maturity date.
ARTICLE IV — DISTRIBUTION AND RELEASE OF ESCROW FUND
Section 4.01. Tranche 1 Release.
(a) On the Tranche 1 Release Date, the Escrow Agent shall release and distribute to Seller an amount (the "Tranche 1 Release Amount") equal to (i) Thirty-One Million Dollars ($31,000,000), representing fifty percent (50%) of the initial Escrow Amount, minus (ii) the Reserved Amount as of the Tranche 1 Release Date (i.e., the aggregate dollar amount of all Pending Claims outstanding as of such date), minus (iii) the aggregate amount of all prior distributions made to Purchaser from the Escrow Fund in satisfaction of resolved indemnification claims between the Closing Date and the Tranche 1 Release Date. In no event shall the Tranche 1 Release Amount be less than zero.
(b) If the Reserved Amount as of the Tranche 1 Release Date equals or exceeds Thirty-One Million Dollars ($31,000,000) (after giving effect to the reduction described in clause (a)(iii) above), no distribution shall be made to Seller on the Tranche 1 Release Date, and the entire amount that would otherwise constitute the Tranche 1 Release Amount shall be retained in the Escrow Fund pending the resolution of Pending Claims in accordance with Section 4.03 and Section 4.02.
(c) Not later than three (3) Business Days prior to the Tranche 1 Release Date, Purchaser shall deliver to Escrow Agent and Seller a certificate signed by an authorized officer of Purchaser (a "Release Certificate") setting forth in reasonable detail: (i) a schedule of all Pending Claims as of such date, including the Claimed Amount of each; (ii) the aggregate Reserved Amount; (iii) the aggregate amount of prior distributions from the Escrow Fund to Purchaser; and (iv) the Tranche 1 Release Amount calculated in accordance with this Section 4.01. Seller shall have the right to dispute the calculation set forth in the Release Certificate by delivering written notice to Purchaser and Escrow Agent within two (2) Business Days of receipt thereof. In the event of a dispute regarding the calculation, Escrow Agent shall not make any distribution until such dispute is resolved by mutual agreement of Purchaser and Seller or by Final Determination.
Section 4.02. Tranche 2 Release (Final Release).
(a) On the Tranche 2 Release Date, the Escrow Agent shall release and distribute to Seller the entire remaining balance of the Escrow Fund (after giving effect to all prior distributions and any Escrow Earnings accrued through such date), minus the Reserved Amount as of the Tranche 2 Release Date. The amount distributed to Seller pursuant to this Section 4.02(a) is referred to as the "Tranche 2 Release Amount."
(b) The Tranche 2 Release Date corresponds to the expiration of the eighteen (18)-month survival period for general representations and warranties under Section 9.02(a) of the Purchase Agreement. For the avoidance of doubt, no new Claim Notices with respect to breaches of general representations and warranties may be delivered after the Tranche 2 Release Date, except to the extent that (i) a Claim Notice has been timely delivered prior to the Tranche 2 Release Date and remains a Pending Claim, or (ii) the applicable survival period for a particular representation or warranty extends beyond the Tranche 2 Release Date as expressly provided in the Purchase Agreement (including, without limitation, fundamental representations, tax representations, and environmental representations, each of which has a survival period as set forth in Section 9.02(b) of the Purchase Agreement).
(c) Following the Tranche 2 Release Date, the Escrow Agent shall continue to hold any Reserved Amount in the Escrow Fund until all Pending Claims giving rise to such Reserved Amount have been resolved by Final Determination. Upon each Final Determination:
(i) to the extent that a Pending Claim is resolved in favor of Purchaser (in whole or in part), Escrow Agent shall distribute the applicable amount from the Escrow Fund to Purchaser in accordance with Section 4.05 within five (5) Business Days of receipt of written evidence of such Final Determination;
(ii) to the extent that a Pending Claim is resolved in favor of Seller (in whole or in part), or the Claimed Amount is reduced by Final Determination, the portion of the Reserved Amount attributable to such resolved or reduced claim shall be released from the Reserved Amount and promptly distributed to Seller in accordance with Section 4.05 within five (5) Business Days of receipt of written evidence of such Final Determination; and
(iii) upon the resolution of all Pending Claims, any remaining balance of the Escrow Fund shall be distributed to Seller within five (5) Business Days.
(d) Not later than three (3) Business Days prior to the Tranche 2 Release Date, Purchaser shall deliver to Escrow Agent and Seller a Release Certificate in accordance with the procedures set forth in Section 4.01(c), mutatis mutandis.
Section 4.03. Claims Against Escrow Fund.
(a) Claim Notice. If Purchaser seeks indemnification under the Purchase Agreement for Losses and desires to recover such Losses from the Escrow Fund, Purchaser shall deliver a Claim Notice to Seller and Escrow Agent. Each Claim Notice shall set forth, in reasonable detail: (i) the nature and factual basis of the indemnification claim; (ii) the applicable representation, warranty, covenant, or agreement set forth in the Purchase Agreement that is alleged to have been breached or that gives rise to the indemnification obligation; (iii) the estimated amount of Losses claimed by Purchaser in connection therewith (the "Claimed Amount"), to the extent then reasonably ascertainable (and, if the Claimed Amount is not then reasonably ascertainable, a good-faith estimate thereof with an explanation that the Claimed Amount is subject to adjustment); and (iv) the specific section of the Purchase Agreement under which indemnification is sought. The delivery of a Claim Notice shall not constitute an admission by Purchaser regarding the validity of any counterclaim, offset, or defense that may be asserted by Seller.
(b) Response Period. Seller shall have thirty (30) days from receipt of a Claim Notice (the "Response Period") to deliver a written response (a "Response Notice") to Purchaser and Escrow Agent either (A) accepting the claim set forth in the Claim Notice in whole or in part, specifying the accepted amount, or (B) disputing the claim set forth in the Claim Notice in whole or in part, with reasonable detail regarding the basis for such dispute, including any factual or legal arguments upon which Seller relies. If Seller delivers a Response Notice accepting the claim in part, such Response Notice shall specify both the accepted portion and the Disputed Amount.
(c) Undisputed Claims. If Seller delivers a Response Notice accepting a Claim Notice in whole, or if Seller fails to deliver a Response Notice within the Response Period (in which case Seller shall be deemed to have accepted the Claim Notice in its entirety), Escrow Agent shall, within five (5) Business Days following the earlier of (i) receipt of the Response Notice accepting the claim or (ii) the expiration of the Response Period, distribute the Claimed Amount (or the accepted portion thereof, as applicable) from the Escrow Fund to Purchaser by wire transfer in accordance with Section 4.05. The failure of Seller to deliver a Response Notice within the Response Period shall be deemed an irrevocable acceptance of the Claim Notice, and Seller hereby authorizes Escrow Agent to make such distribution without further instruction from or notice to Seller.
(d) Disputed Claims. If Seller delivers a Response Notice disputing all or any portion of a Claim Notice, the Disputed Amount shall remain in the Escrow Fund as part of the Reserved Amount until a Final Determination with respect thereto has been rendered. Escrow Agent shall take no action with respect to the Disputed Amount unless and until Escrow Agent receives either (i) a joint written instruction from Purchaser and Seller directing the distribution of the Disputed Amount, or (ii) written evidence of a Final Determination specifying the disposition of the Disputed Amount, together with any supporting documentation reasonably requested by Escrow Agent. Upon receipt of such joint written instruction or written evidence of a Final Determination:
(i) amounts determined to be owed to Purchaser shall be distributed from the Escrow Fund to Purchaser in accordance with Section 4.05;
(ii) remaining amounts previously held as part of the Reserved Amount and attributable to the resolved Disputed Amount shall be released from the Reserved Amount and (A) if such resolution occurs prior to a Release Date, made available for distribution to Seller on the next Release Date, or (B) if such resolution occurs after the Tranche 2 Release Date, promptly distributed to Seller in accordance with Section 4.05.
(e) Third-Party Claims. In the event that a Claim Notice relates to a third-party claim for which Seller has assumed the defense pursuant to Section 9.05 of the Purchase Agreement, the Claimed Amount set forth in the applicable Claim Notice shall be treated as a Pending Claim and the Claimed Amount shall be maintained as a Reserved Amount in the Escrow Fund until the earlier of (i) a Final Determination of the underlying third-party claim and any resulting indemnification obligation, or (ii) mutual written agreement of Purchaser and Seller regarding the disposition of the Claimed Amount.
Section 4.04. Limitation on Claims; Coordination with Purchase Agreement.
(a) De Minimis Threshold. Consistent with Section 9.04(b) of the Purchase Agreement, individual indemnification claims in which the aggregate amount of Losses arising from a single event, occurrence, or set of related facts or circumstances is less than One Hundred Thousand Dollars ($100,000) (the "De Minimis Threshold") shall not be presented against the Escrow Fund, and Escrow Agent shall have no obligation to process any Claim Notice in which the Claimed Amount is below the De Minimis Threshold. Claims below the De Minimis Threshold shall be disregarded for purposes of calculating whether the Basket (as defined below) has been exceeded.
(b) Basket. Claims may only be made against the Escrow Fund after the aggregate amount of all indemnifiable Losses (each exceeding the De Minimis Threshold) equals or exceeds Three Million One Hundred Thousand Dollars ($3,100,000), representing one-half of one percent (0.5%) of the base purchase price of $620,000,000 (the "Basket"). Once the Basket has been exceeded, Purchaser shall be entitled to recover all indemnifiable Losses from the first dollar (i.e., the Basket is a "tipping basket" and not a true deductible), subject to the limitations set forth in this Section 4.04.
(c) Indemnification Cap. The aggregate liability of Seller for all indemnification claims under the Purchase Agreement (whether satisfied from the Escrow Fund or otherwise) shall not exceed the Indemnification Cap of One Hundred Twenty-Four Million Dollars ($124,000,000), representing twenty percent (20%) of the base purchase price of $620,000,000. Escrow Agent shall not be required to monitor compliance with the Indemnification Cap and shall distribute amounts from the Escrow Fund in accordance with the instructions, Claim Notices, and Final Determinations received pursuant to this Article IV without regard to the Indemnification Cap, it being understood that the Indemnification Cap is a limitation to be administered and enforced between Purchaser and Seller under the Purchase Agreement.
(d) Exceptions. Nothing in this Agreement or the Purchase Agreement shall limit, restrict, or otherwise affect claims based upon fraud (including common law fraud and equitable fraud) or willful breach by Seller of any representation, warranty, covenant, or agreement contained in the Purchase Agreement, nor shall this Agreement limit Purchaser's right to seek equitable relief (including specific performance, injunctive relief, or other non-monetary remedies) in connection with any breach of the Purchase Agreement. Claims arising from fraud, willful breach, or equitable relief are expressly excluded from the exclusive remedy provisions of Section 9.06 of the Purchase Agreement and are not subject to the De Minimis Threshold, the Basket, or the Indemnification Cap.
Section 4.05. Manner of Distribution.
(a) All distributions from the Escrow Fund to Seller shall be made by wire transfer of immediately available funds in United States dollars to the account designated by Seller on Exhibit B attached hereto, or to such other account as Seller may designate in writing to Escrow Agent and Purchaser from time to time (with any such change becoming effective upon five (5) Business Days' prior written notice to Escrow Agent).
(b) All distributions from the Escrow Fund to Purchaser shall be made by wire transfer of immediately available funds in United States dollars to the account designated by Purchaser on Exhibit C attached hereto, or to such other account as Purchaser may designate in writing to Escrow Agent and Seller from time to time (with any such change becoming effective upon five (5) Business Days' prior written notice to Escrow Agent).
(c) Escrow Agent shall make all distributions within five (5) Business Days of the applicable Release Date, the receipt of an accepted Claim Notice (or expiration of the Response Period without a Response Notice), or the receipt of written evidence of a Final Determination, as the case may be, subject to any withholding obligations that may apply under applicable tax law.
(d) If Escrow Agent is required by applicable law to withhold any portion of a distribution from the Escrow Fund, Escrow Agent shall withhold such amount, remit such amount to the appropriate taxing authority, and promptly provide written notice to the affected Party of the amount withheld and the basis for such withholding.
Section 4.06. Termination of Escrow. This Agreement shall terminate upon the distribution of the entire Escrow Fund (including all Escrow Earnings) in accordance with the terms hereof, and the Escrow Agent shall thereupon be discharged from all further obligations and liabilities hereunder. Notwithstanding the foregoing, the provisions of Article V (Escrow Agent), Article VI (Representations and Warranties), Article VII (Indemnification by Purchaser and Seller), Section 5.02 (Indemnification of Escrow Agent), Section 8.02 (Governing Law), Section 8.03 (Jurisdiction and Venue), and Section 8.04 (Waiver of Jury Trial) shall survive the termination of this Agreement.
ARTICLE V — ESCROW AGENT
Section 5.01. Duties and Responsibilities.
(a) Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, and no implied duties, obligations, or covenants shall be read into this Agreement against Escrow Agent. Escrow Agent shall not be bound by any agreement between Purchaser and Seller (including the Purchase Agreement) except to the extent that the obligations of Escrow Agent are expressly set forth in this Agreement.
(b) Escrow Agent shall act only upon written instructions delivered in accordance with the notice provisions of Section 8.01 hereof and shall not be required to take any action that, in its reasonable judgment, may involve it in any expense, liability, or obligation for which it has not been provided indemnity satisfactory to it in its sole discretion. In the event that Escrow Agent receives conflicting instructions from Purchaser and Seller, Escrow Agent shall be entitled to refrain from taking any action (other than safekeeping the Escrow Fund) until such conflict is resolved by mutual agreement of Purchaser and Seller, Final Determination, or order of a court of competent jurisdiction.
(c) Escrow Agent may rely and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, request, direction, consent, or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper Party or Parties. Escrow Agent shall not be required to inquire into or investigate the authority of any person purporting to act on behalf of any Party, provided that Escrow Agent has acted in accordance with the specimen signatures delivered to it pursuant to this Agreement or any amendment hereto.
(d) Escrow Agent may consult with legal counsel of its own choosing (including in-house counsel) in connection with any question arising under or in connection with this Agreement, and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel.
(e) The primary contact at Escrow Agent for all matters arising under this Agreement shall be:
Martin Galbraith Vice President, Corporate Trust Services Commonwealth Trust & Escrow Company 3801 Kennett Pike, Suite 250 Greenville, Delaware 19807 Telephone: (302) 555-4200
Email: m.galbraith@commonwealthtrust.com
Escrow Agent may designate a replacement contact by written notice to Purchaser and Seller.
Section 5.02. Indemnification of Escrow Agent. Purchaser and Seller shall jointly and severally indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys' fees and expenses, court costs, and costs of investigation) arising out of or in connection with the acceptance of, or performance or non-performance of duties under, this Agreement, including any litigation or threatened litigation arising therefrom; provided, however, that the foregoing indemnification obligations shall not apply to the extent that any such loss, liability, damage, claim, cost, or expense is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from the gross negligence or willful misconduct of the Escrow Agent Indemnified Party seeking indemnification. The obligations of Purchaser and Seller under this Section 5.02 shall survive the resignation or removal of Escrow Agent and the termination of this Agreement.
Section 5.03. Compensation. Escrow Agent shall be entitled to reasonable compensation for its services hereunder as set forth on Schedule I attached hereto and made a part hereof, together with reimbursement of all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including reasonable fees and disbursements of legal counsel retained by Escrow Agent pursuant to Section 5.01(d). All fees and expenses of Escrow Agent shall be borne equally by Purchaser and Seller, with each Party responsible for fifty percent (50%) of such fees and expenses. The fees and expenses of Escrow Agent shall not be payable from the Escrow Fund unless Purchaser and Seller jointly instruct Escrow Agent in writing to deduct such fees and expenses from the Escrow Fund. In the event that the Escrow Fund is insufficient to pay the fees and expenses of Escrow Agent, Purchaser and Seller shall be jointly and severally liable for the payment of such fees and expenses.
Section 5.04. Resignation and Removal.
(a) Resignation. Escrow Agent may resign at any time upon thirty (30) days' prior written notice to Purchaser and Seller. Such resignation shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or upon such earlier date as may be agreed by the Parties.
(b) Removal. Purchaser and Seller may jointly remove Escrow Agent at any time upon thirty (30) days' prior written notice to Escrow Agent. Such removal shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor.
(c) Appointment of Successor. Upon the resignation or removal of Escrow Agent, Purchaser and Seller shall use commercially reasonable efforts to jointly appoint a successor escrow agent that is a nationally recognized trust company or banking institution having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000), within thirty (30) days of the effective date of such resignation or removal. The resigning or removed Escrow Agent shall promptly transfer the Escrow Fund and all related records and documents to the successor escrow agent upon appointment, and the successor escrow agent shall thereupon succeed to and become vested with all of the rights, powers, duties, and obligations of the predecessor Escrow Agent under this Agreement with the same effect as if originally named herein.
(d) Failure to Appoint Successor. If Purchaser and Seller fail to appoint a successor escrow agent within thirty (30) days following the resignation or removal of Escrow Agent, the resigning or removed Escrow Agent may, at its discretion and at the joint expense of Purchaser and Seller, (i) petition the Court of Chancery of the State of Delaware (or, if such court declines jurisdiction, the United States District Court for the District of Delaware) to appoint a successor escrow agent, or (ii) deposit the Escrow Fund with such court, in either case whereupon Escrow Agent shall be discharged from all further obligations and liabilities hereunder (except for those obligations that expressly survive termination).
Section 5.05. Interpleader. In the event of any dispute between Purchaser and Seller regarding the Escrow Fund, the distribution thereof, or the interpretation of any provision of this Agreement, Escrow Agent shall have the right (but not the obligation) at any time to interplead the Escrow Fund (or any disputed portion thereof) into a court of competent jurisdiction in the State of Delaware. Upon commencement of such interpleader action, Escrow Agent shall thereupon be released and discharged from all obligations and liabilities hereunder with respect to the interpleaded funds, and Purchaser and Seller shall jointly and severally reimburse Escrow Agent for all costs and expenses (including reasonable attorneys' fees) incurred by Escrow Agent in connection with such interpleader action.
Section 5.06. No Liability for Investment Losses. Without limiting the generality of Section 3.03, Escrow Agent shall have no liability or responsibility for any diminution in the value of the Escrow Fund or any loss of principal or income resulting from the investment of the Escrow Fund in Permitted Investments in accordance with Article III hereof, whether such loss results from market fluctuations, changes in interest rates, credit events, defaults, or any other cause. Purchaser and Seller each acknowledge that the Escrow Agent is not providing investment advice and that all investment decisions are being made by Purchaser and Seller (or, in the case of the default investment, are being made by Escrow Agent solely in accordance with the standing instructions set forth in Section 3.02).
ARTICLE VI — REPRESENTATIONS AND WARRANTIES
Section 6.01. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller and Escrow Agent as follows:
(a) Organization and Good Standing. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File No. 7129384). Purchaser was formed on January 22, 2024, and is wholly owned by Ardent Capital Partners III LP, a Delaware limited partnership.
(b) Authority; Due Authorization. Purchaser has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Purchaser have been duly authorized by all necessary corporate action on the part of Purchaser, including the approval of the board of directors of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
(d) No Conflict. The execution, delivery, and performance of this Agreement by Purchaser do not and will not (i) violate or conflict with the certificate of incorporation or bylaws of Purchaser, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to Purchaser, or (iii) result in a breach of, or default under, any material agreement to which Purchaser is a party.
Section 6.02. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser and Escrow Agent as follows:
(a) Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File No. 5487231). Seller is duly qualified to do business and is in good standing in each of the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky.
(b) Authority; Due Authorization. Seller has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller, including the approval of the board of directors and requisite stockholder approval. The stockholders of Seller and their respective ownership percentages are as follows: Dr. Randall J. Whitfield (52%), Elaine Whitfield-Torres (18%), Ridgeline Growth Equity Fund II LP (22%), and other management shareholders (8%).
(c) Enforceability. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
(d) No Conflict. The execution, delivery, and performance of this Agreement by Seller do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, or stockholders' agreement of Seller, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to Seller, or (iii) result in a breach of, or default under, any material agreement to which Seller is a party.
Section 6.03. Representations and Warranties of Escrow Agent. Escrow Agent hereby represents and warrants to Purchaser and Seller as follows:
(a) Organization and Good Standing. Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Authority. Escrow Agent has full corporate power and authority to act as escrow agent hereunder and to enter into and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Escrow Agent have been duly authorized by all necessary corporate action on the part of Escrow Agent.
(c) Enforceability. This Agreement has been duly executed and delivered by Escrow Agent and constitutes a valid and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity.
ARTICLE VII — INDEMNIFICATION BY PURCHASER AND SELLER; COORDINATION WITH PURCHASE AGREEMENT
Section 7.01. Cross-Reference to Purchase Agreement Indemnification. The indemnification obligations of Seller that are secured by the Escrow Fund are as set forth in Article IX of the Purchase Agreement. The terms and conditions of such indemnification obligations, including the survival periods, the procedures for the assertion and defense of claims (including third-party claims), and the definitions of "Losses" and related terms, are as set forth in the Purchase Agreement and are incorporated herein by reference. In the event of any inconsistency between the indemnification procedures set forth in the Purchase Agreement and those set forth in this Agreement with respect to the mechanics of presenting claims against the Escrow Fund, the provisions of this Agreement shall control, but the substantive terms of the indemnification obligations (including the calculation of Losses, the survival periods, the De Minimis Threshold, the Basket, and the Indemnification Cap) shall be governed exclusively by the Purchase Agreement.
Section 7.02. Escrow Fund as Collateral; No Limitation. The Escrow Fund serves as collateral for and a source of payment of Seller's indemnification obligations under the Purchase Agreement. However, the Escrow Fund does not constitute the sole source of recovery for Purchaser's indemnification claims. Purchaser retains the right to seek indemnification directly from Seller for Losses exceeding the balance of the Escrow Fund, up to the Indemnification Cap of One Hundred Twenty-Four Million Dollars ($124,000,000) (subject to the exceptions set forth in Section 4.04(d) for fraud, willful breach, and equitable relief). Nothing in this Agreement shall be construed as limiting or modifying Purchaser's rights under Article IX of the Purchase Agreement.
Section 7.03. Coordination with R&W Insurance Policy. The Parties acknowledge that Purchaser has procured a representations and warranties insurance policy issued by Sentinel Specialty Insurance Company (Policy No. SSI-RWI-2024-05178) (the "R&W Insurance Policy"), providing coverage with a limit of Sixty-Two Million Dollars ($62,000,000) and a retention of Six Million Two Hundred Thousand Dollars ($6,200,000), which retention is shared equally (fifty percent (50%) each) by Purchaser and Seller. The escrow arrangement set forth in this Agreement operates independently of, and is in addition to, the coverage afforded by the R&W Insurance Policy. Purchaser retains the right to pursue claims under the R&W Insurance Policy independently of and in addition to claims against the Escrow Fund, subject to the terms and conditions of the R&W Insurance Policy. The Escrow Agent shall have no obligations or duties with respect to the R&W Insurance Policy and shall not be required to take into account the existence or terms of such policy in connection with its duties hereunder.
Section 7.04. Exclusive Remedy. In accordance with Section 9.06 of the Purchase Agreement, indemnification pursuant to Article IX of the Purchase Agreement (including recovery from the Escrow Fund in accordance with this Agreement) shall constitute the sole and exclusive post-closing remedy of the Parties and their respective affiliates for any breach or alleged breach of any representation, warranty, covenant, or agreement contained in the Purchase Agreement, and no Party shall have any other right or remedy with respect thereto, whether at law, in equity, in contract, in tort, or otherwise; provided, however, that nothing in this Section 7.04 shall limit any claim, right, or remedy available to any Party based upon fraud (including common law fraud and equitable fraud), willful breach, or the right to seek equitable relief, including specific performance or injunctive relief, which claims, rights, and remedies are expressly preserved and not subject to the exclusive remedy provisions of this Section 7.04 or Section 9.06 of the Purchase Agreement.
ARTICLE VIII — MISCELLANEOUS PROVISIONS
Section 8.01. Notices. All notices, requests, demands, claims, waivers, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given: (a) if personally delivered, upon receipt; (b) if sent by nationally recognized overnight courier service (with tracking capability), on the next Business Day following deposit with such courier service; or (c) if sent by email (with written confirmation of transmission and receipt), upon receipt of confirmation of transmission, provided that a copy is also sent by overnight courier on the same day. All notices shall be addressed as follows:
If to Purchaser:
Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, New York 10022
Attention: Priya Mehta-Sullivan and Connor Briggs
Email: pmehta-sullivan@ardentcapital.com; cbriggs@ardentcapital.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, New York 10281
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to Seller:
Cardinal Peak Industries, Inc. 8400 Crescent Ridge Parkway, Suite 200 Nashville, Tennessee 37215
Attention: Dr. Randall J. Whitfield
Email: rwhitfield@cardinalpeak.com
with a copy to (which shall not constitute notice):
Barrow, Kensington & Pratt LLP 1201 Demonbreun Street, Suite 1800 Nashville, Tennessee 37203
Attention: Catherine Barrow
Email: cbarrow@bkplaw.com
If to Escrow Agent:
Commonwealth Trust & Escrow Company 3801 Kennett Pike, Suite 250 Greenville, Delaware 19807
Attention: Martin Galbraith, Vice President, Corporate Trust Services
Email: m.galbraith@commonwealthtrust.com
Any Party may change its address or contact information for notice purposes by giving written notice of such change to each of the other Parties in accordance with this Section 8.01, which change shall be effective five (5) Business Days after receipt of such notice.
Section 8.02. Governing Law. This Agreement, and all claims, controversies, and disputes arising out of or relating to this Agreement (including any question regarding its existence, validity, interpretation, performance, or termination), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 8.03. Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware), in any action, suit, or proceeding arising out of or relating to this Agreement, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any court referred to in this Section 8.03, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
Section 8.04. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 8.04.
Section 8.05. Amendments and Waivers. This Agreement may be amended, modified, supplemented, or waived only by a written instrument duly executed by Purchaser, Seller, and Escrow Agent. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party or Parties to be bound thereby. 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 preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any other rights or remedies provided by law.
Section 8.06. Entire Agreement. This Agreement, together with the Purchase Agreement, the Earnout Agreement, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether oral or written, relating to such subject matter. No Party has relied upon any representation or warranty of any other Party except as expressly set forth herein or in the Purchase Agreement.
Section 8.07. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties hereto; provided, however, that Purchaser may assign its rights (but not its obligations) under this Agreement to any affiliate of Purchaser without the prior written consent of Seller or Escrow Agent, so long as (i) Purchaser provides prior written notice of such assignment to Seller and Escrow Agent and (ii) such assignment does not relieve Purchaser of any of its obligations hereunder. Any purported assignment in violation of this Section 8.07 shall be null and void and of no force or effect.
Section 8.08. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement or the validity, legality, or enforceability of such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.
Section 8.09. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic transmission in portable document format (.pdf) or by any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.) shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 8.10. Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, Ardent Capital Partners III LP, a Delaware limited partnership, as the sole stockholder of Purchaser, is an intended third-party beneficiary of this Agreement solely with respect to the enforcement of Purchaser's rights hereunder, and shall be entitled to enforce such rights as if it were a party hereto; provided that Ardent Capital Partners III LP shall not have any right to amend, modify, or waive any provision of this Agreement except through Purchaser.
Section 8.11. Conflict with Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the establishment, maintenance, investment, or distribution of the Escrow Fund, or the procedures for the assertion of claims against the Escrow Fund, this Agreement shall control and govern. Notwithstanding the foregoing, the calculation of indemnifiable Losses, the determination of whether any breach of representation, warranty, covenant, or agreement has occurred, the application of the Indemnification Cap, the Basket, the De Minimis Threshold, the survival periods for representations, warranties, covenants, and agreements, and the procedures for the defense of third-party claims shall be governed exclusively by the Purchase Agreement, and nothing in this Agreement shall be construed to modify or supersede such provisions of the Purchase Agreement. For the avoidance of doubt, the Escrow Agent shall have no obligation to interpret or apply the provisions of the Purchase Agreement, and the Escrow Agent's sole obligations with respect to the distribution of the Escrow Fund shall be as expressly set forth in this Agreement.
Section 8.12. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have caused this Escrow Agreement to be executed as of the date first above written by their respective duly authorized officers or representatives.
ARDENT HEALTHCARE ACQUISITION CORP.
By: ________
Name: Priya Mehta-Sullivan
Title: President and Authorized S

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ARDENT HEALTHCARE ACQUISITION CORP.

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