1001-00006 · Ardent Capital Partners · Closing

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TAX CLOSING CERTIFICATE

Delivered Pursuant to Section 7.2(f) of the Agreement and Plan of Merger, dated as of March 15, 2024 (the "Merger Agreement")

Among

Ardent Healthcare Merger Sub LLC, Ardent Healthcare Holdings LLC, Ardent Healthcare Intermediate Inc., Pinnacle Health Services Group LLC, and the Members of Pinnacle Health Services Group LLC identified on the signature pages hereto

Dated: May 31, 2024

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RECITALS

WHEREAS, Ardent Healthcare Merger Sub LLC, a Delaware limited liability company ("Merger Sub"), Ardent Healthcare Holdings LLC, a Delaware limited liability company ("Holdings"), Ardent Healthcare Intermediate Inc., a Delaware corporation ("Intermediate"), Pinnacle Health Services Group LLC, a Delaware limited liability company (the "Company," EIN 82-1947632), and the members of the Company set forth on Exhibit A to the Merger Agreement (collectively, the "Sellers" and each individually, a "Seller"), entered into that certain Agreement and Plan of Merger, dated as of March 15, 2024 (together with all exhibits, schedules, and annexes thereto, the "Merger Agreement");

WHEREAS, capitalized terms used but not otherwise defined in this Tax Closing Certificate shall have the respective meanings ascribed to them in the Merger Agreement;

WHEREAS, the Merger Agreement provides, as a condition to the obligation of Holdings, Intermediate, and Merger Sub to consummate the transactions contemplated thereby, the delivery by the Sellers of this Tax Closing Certificate containing the certifications, representations, acknowledgments, and confirmations set forth herein;

WHEREAS, the closing of the transactions contemplated by the Merger Agreement (the "Closing") is occurring on May 31, 2024 (the "Closing Date");

WHEREAS, pursuant to the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company in a reverse merger transaction, with the Company surviving as a wholly owned subsidiary of Intermediate (the "Merger"), at an enterprise value of Four Hundred Twelve Million Dollars ($412,000,000); and

WHEREAS, each undersigned Seller desires to deliver this Tax Closing Certificate in satisfaction of the condition set forth in Section 7.2(f) of the Merger Agreement and to confirm the accuracy of the tax-related representations, warranties, and covenants set forth therein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each undersigned Seller hereby certifies, represents, warrants, and acknowledges as follows:

SECTION 1: DEFINITIONS

For purposes of this Tax Closing Certificate, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.

1.1 "Closing Date" means May 31, 2024.

1.2 "Company" means Pinnacle Health Services Group LLC, a Delaware limited liability company, Employer Identification Number 82-1947632, with its principal executive offices located at 2200 Renaissance Boulevard, Suite 400, King of Prussia, Pennsylvania 19406.

1.3 "Merger Agreement" means the Agreement and Plan of Merger, dated as of March 15, 2024, by and among Merger Sub, Holdings, Intermediate, the Company, and the Sellers, together with all exhibits, schedules, disclosure schedules, annexes, and amendments thereto.

1.4 "Operating States" means the Commonwealth of Pennsylvania, the Commonwealth of Virginia, the State of Maryland, the State of North Carolina, and the State of Georgia, being the states in which the Company conducts business operations, maintains offices or clinics, or employs personnel as of the Closing Date.

1.5 "Pre-Closing Tax Period" means (a) any taxable period ending on or before the Closing Date and (b) the portion of any Straddle Period ending on and including the Closing Date.

1.6 "Rollover Participants" means Dr. Raymond Carvallo, Dr. Nadia Ostrowski, and Jonathan Farnsworth, each of whom is contributing a portion of his or her membership interests in the Company in exchange for Class B Units of Holdings, as further described in Section 9 of this Tax Closing Certificate and in the Merger Agreement.

1.7 "Sellers" means all members of the Company as of immediately prior to the Closing, including the Rollover Participants and the fourteen (14) minority physician-investors collectively holding twenty-seven and one-half percent (27.5%) of the Company's membership interests, each as more particularly identified on Exhibit A hereto.

1.8 "Straddle Period" means any taxable period that includes but does not end on the Closing Date.

1.9 "Tax" or "Taxes" means any and all taxes, duties, levies, imposts, assessments, and governmental charges of any kind whatsoever, whether federal, state, local, or foreign, including without limitation (a) income taxes, (b) franchise taxes, (c) gross receipts taxes, (d) capital stock taxes, (e) profits taxes, (f) withholding taxes, (g) payroll taxes, (h) employment taxes (including Federal Insurance Contributions Act taxes, Federal Unemployment Tax Act taxes, and analogous state unemployment taxes), (i) social security taxes, (j) Medicare taxes, (k) real and personal property taxes, (l) sales and use taxes, (m) value added taxes, (n) excise taxes, (o) transfer taxes, (p) stamp taxes, (q) occupation taxes, (r) premium taxes, (s) environmental taxes, (t) windfall profits taxes, (u) alternative or add-on minimum taxes, (v) customs duties, and (w) any other taxes or similar charges, together with any and all interest, penalties, fines, additions to tax, and additional amounts imposed by any Governmental Authority with respect to any of the foregoing, whether disputed or not.

1.10 "Tax Returns" means any and all returns, declarations, reports, estimates, information returns, statements, schedules, claims for refund, and any other documents filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Tax Law, including any amendments, supplements, or attachments thereto.

SECTION 2: CERTIFICATIONS REGARDING TAX CLASSIFICATION

2.1 Partnership Classification. The Company has been classified as a partnership for United States federal income tax purposes at all times since its formation on August 12, 2016, pursuant to its Operating Agreement dated August 12, 2016, as amended on March 3, 2020 (the "Operating Agreement"). The Company has not filed Internal Revenue Service Form 8832 (Entity Classification Election) to change its classification from a partnership to an association taxable as a corporation, and no such election has been filed on behalf of the Company by any other person or entity. The Company's classification as a partnership for federal income tax purposes has been in effect continuously and without interruption from the date of the Company's formation through the Closing Date.

2.2 No Check-the-box Election. No election under Treasury Regulations Section 301.7701-3 (or any comparable provision of state, local, or foreign Tax Law) has been made, is pending, or has been requested by any person with respect to the Company. The Company has at all times been treated as a domestic eligible entity with two or more members classified as a partnership under the default classification rules of Treasury Regulations Section 301.7701-3(b)(1). No filing or communication has been submitted to the Internal Revenue Service or any other Governmental Authority that would have the effect of changing the Company's classification for federal, state, or local income tax purposes.

2.3 Partnership Returns and Schedules K-1. The Company has properly filed IRS Form 1065 (U.S. Return of Partnership Income) with the Internal Revenue Service for each taxable year since its formation, including for the taxable years ended December 31, 2016 through December 31, 2023, and has timely issued Schedules K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each of its members for each such taxable year. All such Forms 1065 and Schedules K-1 were prepared in accordance with applicable provisions of the Internal Revenue Code and Treasury Regulations and accurately reflected the items of income, gain, loss, deduction, and credit allocable to each member in accordance with the terms of the Operating Agreement and Section 704 of the Internal Revenue Code.

2.4 Not a Publicly Traded Partnership. The Company is not, and has never been, a "publicly traded partnership" within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"). The Company's membership interests have at no time been traded on an established securities market or been readily tradable on a secondary market (or the substantial equivalent thereof) within the meaning of Treasury Regulations Section 1.7704-1.

SECTION 3: CERTIFICATIONS REGARDING TAX RETURNS AND PAYMENT OF TAXES

3.1 Timely Filing of Tax Returns. The Company has timely filed (taking into account all valid extensions of time for filing) all Tax Returns required to be filed by it for all Pre-Closing Tax Periods in each jurisdiction in which such Tax Returns are required to be filed. Without limiting the generality of the foregoing, the Company has timely filed the following Tax Returns:

(a) Federal Form 1065 (U.S. Return of Partnership Income) with the Internal Revenue Service for each taxable year from 2016 through 2023;

(b) Commonwealth of Pennsylvania — Form PA-20S/PA-65 (PA S Corporation/Partnership Information Return) with the Pennsylvania Department of Revenue for each taxable year in which the Company conducted business in Pennsylvania;

(c) Commonwealth of Virginia — Form 502 (Virginia Pass-Through Entity Return of Income and Return of Nonresident Withholding Tax) with the Virginia Department of Taxation for each taxable year in which the Company conducted business in Virginia;

(d) State of Maryland — Form 510 (Maryland Pass-Through Entity Income Tax Return) with the Comptroller of Maryland for each taxable year in which the Company conducted business in Maryland;

(e) State of North Carolina — Form D-403 (Partnership Income Tax Return) with the North Carolina Department of Revenue for each taxable year in which the Company conducted business in North Carolina; and

(f) State of Georgia — Form 700 (Georgia Partnership Tax Return) with the Georgia Department of Revenue for each taxable year in which the Company conducted business in Georgia.

3.2 Accuracy of Tax Returns. All such Tax Returns referenced in Section 3.1 above are true, correct, and complete in all material respects. The Company has not filed any amended Tax Return or claim for refund that remains pending or unresolved with any Governmental Authority. The methods of accounting and tax reporting positions adopted by the Company on its Tax Returns are in accordance with applicable Tax Law and have been consistently applied across all relevant taxable periods.

3.3 Payment of Taxes. All Taxes shown as due and payable on all Tax Returns filed by or on behalf of the Company for all Pre-Closing Tax Periods have been paid in full to the appropriate Governmental Authority. There are no outstanding Tax liabilities of the Company for any Pre-Closing Tax Period, whether or not shown on any Tax Return, except as specifically set forth on Schedule 3.3 hereto (the "Disclosed Tax Liabilities"). The Disclosed Tax Liabilities consist solely of ordinary-course accrued but not yet due Tax obligations for the current taxable period, as further described on Schedule 3.3. The Company has established adequate reserves in accordance with generally accepted accounting principles for the payment of all Taxes that are not yet due and payable with respect to Pre-Closing Tax Periods.

3.4 No Deficiency Notices. The Company has not received any written notice of deficiency, assessment, proposed adjustment, notice of underpayment, or 30-day or 90-day letter from the Internal Revenue Service or any state or local taxing authority with respect to any Taxes or Tax Returns of the Company that has not been fully resolved, satisfied, or disclosed in Schedule 3.3. Neither the Company nor any Seller has received any written communication from any Governmental Authority indicating an intent to assess additional Taxes against the Company or to challenge any item of income, gain, loss, deduction, or credit reported on any Tax Return of the Company.

3.5 No Pending Audits or Examinations. There are no pending audits, examinations, investigations, claims, assessments, or other proceedings (whether judicial, administrative, or otherwise) with respect to any Taxes or Tax Returns of the Company by the Internal Revenue Service or any state or local taxing authority. To the knowledge of the Sellers (after reasonable inquiry), no such audit, examination, investigation, claim, assessment, or proceeding has been threatened in writing or otherwise communicated to the Company or any Seller. The Company has not waived any statute of limitations with respect to any Taxes or agreed to any extension of time for the assessment or collection of any Taxes, and no request for any such waiver or extension is pending.

SECTION 4: CERTIFICATIONS REGARDING TAX LIENS

4.1 No Tax Liens Generally. There are no liens, encumbrances, pledges, security interests, or charges for Taxes (collectively, "Tax Liens") upon any of the assets, properties, or membership interests of the Company, other than statutory liens for Taxes not yet due and payable that have been incurred in the ordinary course of business and for which adequate reserves have been established on the books and records of the Company in accordance with generally accepted accounting principles.

4.2 No Federal Tax Liens. No federal Tax Lien has been filed against the Company or any of its assets under Section 6321 of the Code, and no notice of federal Tax Lien has been recorded in any jurisdiction with respect to the Company. The Internal Revenue Service has not threatened to file any such lien, and no circumstances exist that would give rise to the filing of any such lien. No levy, seizure, or garnishment proceeding has been commenced or threatened by the Internal Revenue Service with respect to any assets of the Company.

4.3 No State or Local Tax Liens. No state or local Tax Lien has been filed against the Company or any of its assets in any of the Operating States or in any other jurisdiction in which the Company owns property or conducts business. No state or local taxing authority has threatened to file any such lien, and no circumstances exist that would give rise to the filing of any such lien by any state or local taxing authority.

SECTION 5: CERTIFICATIONS REGARDING WITHHOLDING OBLIGATIONS

5.1 Employment and Payment Withholding. The Company has properly withheld and timely remitted to the appropriate Governmental Authorities all Taxes required to be withheld in connection with amounts paid or owed to any employee, independent contractor, member, or other person, including without limitation (a) federal income tax withholding under Sections 3402 and 3406 of the Code, (b) Federal Insurance Contributions Act (FICA) taxes under Sections 3101 and 3111 of the Code, (c) Federal Unemployment Tax Act (FUTA) taxes under Section 3301 of the Code, (d) state income tax withholding in each of the Operating States, (e) state unemployment insurance contributions in each of the Operating States, and (f) all other applicable withholding, reporting, and payment obligations with respect to Taxes. The Company has timely filed all required Forms W-2, Forms 1099, and other information returns with respect to such withholding obligations for all Pre-Closing Tax Periods.

5.2 Nonresident Withholding on Merger Proceeds. With respect to the transactions contemplated by the Merger Agreement, the Sellers acknowledge and confirm the obligation to remit nonresident withholding taxes to the applicable state taxing authorities on gains recognized by nonresident individual Sellers in connection with the Merger, as follows:

(a) Commonwealth of Virginia: Estimated withholding of One Million Four Hundred Sixty Thousand Dollars ($1,460,000), calculated at the 5.0% nonresident withholding rate applicable to gains apportioned to the Commonwealth of Virginia, pursuant to Virginia Code Section 58.1-486.2 and related guidance issued by the Virginia Department of Taxation.

(b) State of Maryland: Estimated withholding of Two Million Four Hundred Ten Thousand Dollars ($2,410,000), calculated at the applicable rate based on apportioned gain attributable to Maryland sources, pursuant to Maryland Tax-General Code Section 10-912 and related guidance issued by the Comptroller of Maryland.

(c) State of Georgia: Estimated withholding of Eight Hundred Seventy Thousand Dollars ($870,000), calculated at the 5.75% nonresident withholding rate applicable to gains apportioned to the State of Georgia, pursuant to Georgia Code Section 48-7-129 and related guidance issued by the Georgia Department of Revenue.

(d) Aggregate Estimated Nonresident Withholding: Four Million Seven Hundred Forty Thousand Dollars ($4,740,000).

The foregoing withholding estimates are based on the Sellers' good-faith calculations of the gain apportionable to each Operating State and the applicable nonresident withholding rates as of the Closing Date. The Sellers acknowledge that actual withholding amounts may be adjusted based on final computations and the applicable provisions of state law.

5.3 Consent to Withholding. The amounts set forth in Section 5.2 above are to be deducted from the Sellers' closing proceeds at the Closing and remitted to the applicable state taxing authorities in accordance with the Merger Agreement and applicable state law. Each Seller hereby consents to such withholding and remittance and acknowledges that such amounts shall reduce, on a dollar-for-dollar basis, the cash consideration otherwise payable to such Seller at the Closing. Each Seller further acknowledges that any overpayment of nonresident withholding taxes may be recovered by such Seller directly from the applicable state taxing authority through the filing of an income tax return for the relevant taxable year, and that neither Holdings, Intermediate, Merger Sub, the Company, nor any of their respective affiliates shall bear any liability or obligation in connection with any such overpayment or recovery.

SECTION 6: CERTIFICATIONS REGARDING TAX ELECTIONS AND AGREEMENTS

6.1 No Section 338 Election. The Company has not made, and is not subject to, any election under Section 338 of the Code (including any election under Section 338(g) or Section 338(h)(10) of the Code), nor has any such election been requested by any party prior to the date hereof. No circumstances exist that would require or give rise to any such election in connection with the transactions contemplated by the Merger Agreement.

6.2 Section 754 Election. As of the Closing Date, the Company has not made an election under Section 754 of the Code to adjust the basis of the Company's assets. The Sellers hereby acknowledge and consent that a Section 754 election will be made by the Company with its federal partnership income tax return (Form 1065) for the taxable year ending December 31, 2024, as contemplated by Section 6.8(c) of the Merger Agreement. The Sellers further acknowledge that, as a result of such Section 754 election, adjustments will be made to the basis of the Company's assets pursuant to Section 743(b) of the Code in connection with the transfer of the Sellers' membership interests contemplated by the Merger, and the Sellers agree to cooperate with the Company and its tax advisors in connection with the preparation and filing of such election and any related computations.

6.3 No Tax Sharing or Indemnity Agreements. The Company is not a party to, or bound by, or has any obligation or liability under, any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement, closing agreement, or similar arrangement with any person (other than the Merger Agreement and any agreement entered into in the ordinary course of business the primary purpose of which is not related to Taxes, such as commercial leases or service agreements containing customary Tax gross-up provisions). The Company has not entered into any arrangement that would require it to make any payment to any person based on or calculated by reference to the Tax liability of any other person.

6.4 No Reportable or Listed Transactions. The Company has not been a party to, and has not participated in, any "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any "reportable transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(1) (other than a transaction described solely in Treasury Regulations Section 1.6011-4(b)(3)(i)(A) through (C) as a transaction of interest, if any). The Company has not filed, and has not been required to file, IRS Form 8886 (Reportable Transaction Disclosure Statement) with respect to any transaction in which it has participated. No Seller has received any written communication from the Internal Revenue Service or any state taxing authority asserting that any transaction involving the Company is a listed transaction or reportable transaction.

SECTION 7: CERTIFICATIONS REGARDING STATE AND LOCAL TAX MATTERS

7.1 State Registrations and Filings. The Company has registered to do business and has obtained all necessary state and local licenses, registrations, and permits required for the conduct of its business in each of the Operating States. The Company has filed all required state and local income, franchise, gross receipts, and other Tax Returns in each of the Operating States, including without limitation:

(a) partnership income tax returns in each Operating State, as described in Section 3.1;

(b) annual reports and franchise tax returns required by the Delaware Division of Corporations (the Company's state of formation) and each Operating State in which the Company is registered as a foreign limited liability company;

(d) all other state and local Tax Returns required to be filed in connection with the Company's business activities in the Operating States.

7.2 Philadelphia Business Income and Receipts Tax. The Company is subject to the Philadelphia Business Income and Receipts Tax ("BIRT") imposed by the City of Philadelphia, Pennsylvania, with respect to its three (3) clinics located within the City of Philadelphia (located at 1500 Market Street, Suite 310; 3400 Civic Center Boulevard, Suite 220; and 7100 Bustleton Avenue, Suite 108). All BIRT returns required to be filed by the Company with the City of Philadelphia Department of Revenue have been timely filed for all applicable taxable periods, and all BIRT taxes shown as due on such returns have been paid in full. The Company is not currently under audit or examination by the City of Philadelphia Department of Revenue with respect to BIRT or any other Philadelphia municipal tax.

7.3 No Additional Nexus Assertions. The Company has not been notified of, and to the knowledge of the Sellers (after reasonable inquiry) there is no basis for, an assertion of taxing jurisdiction or nexus by any state, local, or foreign taxing authority other than the Operating States with respect to the Company's operations. The Company has not conducted business, maintained offices, employed personnel, or owned real or tangible personal property in any state or jurisdiction other than the Operating States and the State of Delaware (its state of formation) in a manner that would create income tax, franchise tax, or gross receipts tax nexus in such other state or jurisdiction.

7.4 State and Local Withholding Compliance. The Company has complied with all applicable state and local Tax withholding, reporting, and payment obligations with respect to its employees and independent contractors in each Operating State. Without limiting the foregoing, the Company has (a) properly classified all service providers as employees or independent contractors, as applicable, in accordance with the applicable tests and standards under federal and state Tax Law, (b) timely filed all required state withholding tax returns and information returns, and (c) timely remitted all amounts required to be withheld and paid over to the applicable state and local taxing authorities.

SECTION 8: CERTIFICATIONS REGARDING MEMBERSHIP INTERESTS

8.1 Ownership of Membership Interests. Each Seller's percentage membership interest in the Company as of immediately prior to the Closing is as set forth in the Merger Agreement, is accurately reflected in the Company's books and records (including its register of members maintained pursuant to the Operating Agreement), and is as follows:

The individual names, addresses, and specific membership interest percentages of each of the fourteen (14) minority physician-investors are set forth on Exhibit A attached hereto. Each Seller holds his or her membership interest free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, and other restrictions or limitations of any kind, other than restrictions on transfer set forth in the Operating Agreement and as contemplated by the Merger Agreement.

8.2 No Disposition or Transfer. No Seller has disposed of, encumbered, assigned, transferred, sold, pledged, hypothecated, or otherwise conveyed any membership interest in the Company (or any portion thereof, or any economic or other interest therein) since the date of the Merger Agreement (March 15, 2024) other than as expressly contemplated by the Merger Agreement. No Seller has entered into any agreement, arrangement, or understanding (whether written or oral) to effect any such disposition, encumbrance, or transfer.

8.3 Equity Value Acknowledgment. The Sellers acknowledge that the equity value of the Company for purposes of the Merger Agreement is Three Hundred Thirty-Nine Million Four Hundred Thousand Dollars ($339,400,000), calculated as the enterprise value of Four Hundred Twelve Million Dollars ($412,000,000) less estimated net debt of Seventy-Two Million Six Hundred Thousand Dollars ($72,600,000), subject to the post-closing working capital adjustment mechanism set forth in the Merger Agreement. The Sellers further acknowledge that the allocation of the aggregate equity value among the Sellers shall be made in accordance with each Seller's pro rata membership interest percentage as set forth in Section 8.1 above, subject to adjustments as provided in the Merger Agreement.

SECTION 9: CERTIFICATIONS REGARDING ROLLOVER EQUITY

9.1 Rollover Contributions. Each Rollover Participant is contributing a portion of his or her membership interests in the Company to Ardent Healthcare Holdings LLC (EIN 93-2187445) in exchange for Class B Units of Holdings on the Closing Date, as contemplated by the Merger Agreement and the Rollover Agreements entered into by each Rollover Participant. The rollover amounts are as follows:

Each Rollover Participant has entered into a separate Rollover Agreement with Holdings, in the form attached as Exhibit D to the Merger Agreement, setting forth the terms and conditions of such contribution and the issuance of Class B Units of Holdings in exchange therefor.

9.2 Tax Treatment of Rollover. Each Rollover Participant intends to treat his or her contribution of membership interests in the Company to Holdings as a tax-deferred contribution under Section 721 of the Code (or, to the extent applicable, Section 721(a) of the Code), and no Rollover Participant intends to recognize gain or loss with respect to such contribution, except to the extent required by applicable Tax Law (including, without limitation, Section 707 of the Code, relating to disguised sales, and Section 752 of the Code, relating to changes in partnership liabilities). Each Rollover Participant has been advised by his or her own independent tax advisors regarding the tax consequences of the rollover transaction, including the requirement to file an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days of the Closing Date (i.e., by no later than June 30, 2024) with respect to any unvested Class B Units of Holdings received in connection with such contribution. Each Rollover Participant acknowledges that the failure to timely file a Section 83(b) election may result in adverse tax consequences, and that none of Holdings, Intermediate, Merger Sub, the Company, Ardent Capital Partners III LP, or any of their respective affiliates, officers, directors, employees, or advisors shall bear any liability or responsibility for any such failure.

SECTION 10: TAX INDEMNITY ESCROW ACKNOWLEDGMENT

10.1 Tax Indemnity Escrow. The Sellers acknowledge the deposit of Four Million One Hundred Twenty Thousand Dollars ($4,120,000) (representing 1.0% of the enterprise value of $412,000,000) into a tax indemnity escrow account established with Ironbridge Trust Company, N.A. (Escrow Agreement Reference: ITC-ESC-2024-05312), pursuant to the terms of the Escrow Agreement dated as of the Closing Date by and among Ironbridge Trust Company, N.A. (as escrow agent), Holdings, and the Sellers' Representative (the "Tax Escrow Agreement"), and the Merger Agreement. The tax indemnity escrow amount shall be funded from the Sellers' aggregate closing proceeds on a pro rata basis in accordance with each Seller's membership interest percentage.

10.2 Application of Tax Indemnity Escrow. The Sellers acknowledge that the tax indemnity escrow may be applied to satisfy any losses, liabilities, damages, costs, expenses (including reasonable attorneys' fees and other professional fees), claims, demands, actions, suits, proceedings, judgments, awards, penalties, fines, and amounts paid in settlement (collectively, "Losses") arising from or related to a breach of the tax representations and warranties set forth in Article IV (Tax Representations) of the Merger Agreement, in accordance with the indemnity provisions set forth in Article IX of the Merger Agreement. The tax indemnity escrow shall be the first source of recovery for any Tax-related indemnification claims, subject to the terms and limitations set forth in the Merger Agreement and the Tax Escrow Agreement.

10.3 General Indemnity Escrow. The Sellers further acknowledge the deposit of Ten Million Three Hundred Thousand Dollars ($10,300,000) into a general indemnity escrow account established with Ironbridge Trust Company, N.A. (representing approximately 2.5% of the equity value), which is available for claims as set forth in Article IX of the Merger Agreement. The general indemnity escrow shall be in addition to, and not in lieu of, the tax indemnity escrow described in Sections 10.1 and 10.2 above, and both escrow accounts shall be administered in accordance with the terms of the respective Escrow Agreements and the Merger Agreement.

SECTION 11: BRING-DOWN CERTIFICATION

11.1 Bring-Down of Tax Representations. Each Seller hereby certifies that the representations and warranties set forth in Article IV (Tax Representations) of the Merger Agreement are true and correct in all material respects as of the Closing Date (May 31, 2024), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that such representations and warranties are by their express terms made as of an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. For the avoidance of doubt, to the extent any representation or warranty in Article IV of the Merger Agreement is qualified by materiality, Material Adverse Effect, or similar qualifiers, such representation or warranty is true and correct in all respects (after giving effect to such qualification) as of the Closing Date.

11.2 No Intervening Events. No event, condition, fact, or circumstance has occurred, arisen, or come to the knowledge of any Seller since March 15, 2024 (the date of the Merger Agreement) that would cause any tax representation or warranty set forth in the Merger Agreement to be untrue, incorrect, or misleading in any material respect as of the Closing Date. Without limiting the generality of the foregoing, since the date of the Merger Agreement, (a) the Company has not received any written notice of audit, examination, deficiency, assessment, or proposed adjustment from any Governmental Authority with respect to Taxes, (b) no Tax Lien has been filed or threatened against the Company or any of its assets, (c) no change has been made or proposed to the Company's methods of accounting for Tax purposes, (d) the Company has not entered into any transaction that would constitute a listed transaction or reportable transaction, and (e) no Seller has taken any action that would adversely affect the Tax classification of the Company as a partnership for federal income tax purposes.

SECTION 12: MISCELLANEOUS PROVISIONS

12.1 Survival. This Tax Closing Certificate, and the certifications, representations, warranties, acknowledgments, and covenants set forth herein, shall survive the Closing for the survival period specified in Section 9.1 of the Merger Agreement with respect to Tax representations and warranties. For the avoidance of doubt, the survival of this Tax Closing Certificate shall not extend or limit the survival period applicable to the Tax representations and warranties set forth in the Merger Agreement, and this Tax Closing Certificate is intended to be coextensive with and supplemental to such representations and warranties.

12.2 Reliance. The Sellers acknowledge and agree that Holdings, Intermediate, Merger Sub, Ardent Capital Partners III LP (EIN 87-3491520), and each of their respective affiliates, officers, directors, members, partners, employees, agents, successors, and assigns (collectively, the "Buyer Parties") are relying on this Tax Closing Certificate, and on the certifications, representations, warranties, and acknowledgments contained herein, in consummating the transactions contemplated by the Merger Agreement and in agreeing to pay the consideration set forth therein. The Sellers further acknowledge that this Tax Closing Certificate is being delivered as a material inducement to the Buyer Parties to consummate the Closing, and that the Buyer Parties would not consummate the Closing absent the delivery of this Tax Closing Certificate. Each Seller acknowledges that any breach or inaccuracy in the certifications set forth herein may give rise to indemnification obligations under Article IX of the Merger Agreement.

12.3 Governing Law. This Tax Closing Certificate 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. Any dispute, controversy, or claim arising out of or relating to this Tax Closing Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 11.9 of the Merger Agreement.

12.4 Counterparts. This Tax Closing Certificate may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), 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 this Tax Closing Certificate by facsimile or electronic transmission (including .pdf) shall be equally effective as delivery of an original executed counterpart.

12.5 Severability. If any provision of this Tax Closing Certificate is held to be invalid, illegal, or unenforceable under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Tax Closing Certificate, and this Tax Closing Certificate shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

12.6 Entire Agreement. This Tax Closing Certificate is delivered pursuant to and in accordance with the Merger Agreement and is subject in all respects to the terms and conditions thereof. In the event of any conflict or inconsistency between the provisions of this Tax Closing Certificate and the provisions of the Merger Agreement, the provisions of the Merger Agreement shall control.

[SIGNATURE PAGES FOLLOW]

SIGNATURE PAGE TO TAX CLOSING CERTIFICATE

IN WITNESS WHEREOF, each undersigned Seller has executed this Tax Closing Certificate as of the date first written above.

SELLERS:

By: ________

Name: Dr. Raymond Carvallo

In his individual capacity as a Seller and as Co-Founder and Chief Executive Officer of Pinnacle Health Services Group LLC

Date: May 31, 2024

By: ________

Name: Dr. Nadia Ostrowski

In her individual capacity as a Seller and as Co-Founder and Chief Medical Officer of Pinnacle Health Services Group LLC

Date: May 31, 2024

By: ________

Name: Jonathan Farnsworth

In his individual capacity as a Seller and as Chief Financial Officer of Pinnacle Health Services Group LLC

Date: May 31, 2024

SELLERS' REPRESENTATIVE, on behalf of the 14 minority physician-investors identified on Exhibit A hereto:

By: ________

Name: Dr. Raymond Carvallo

Title: Sellers' Representative (as designated pursuant to Section 10.14 of the Merger Agreement)

Date: May 31, 2024

SCHEDULE 3.3

DISCLOSED TAX LIABILITIES

Pursuant to Section 3.3 of this Tax Closing Certificate, the Sellers hereby disclose the following outstanding Tax liabilities of the Company for Pre-Closing Tax Periods:

All items listed above represent ordinary-course accrued Tax obligations that are not yet due and payable as of the Closing Date and for which the Company has established adequate reserves in its books and records.

Note: If no items were to be disclosed, this Schedule would state "None."

EXHIBIT A

LIST OF SELLERS AND MEMBERSHIP INTEREST PERCENTAGES

The following table sets forth each Seller's name, address, membership interest percentage, total equity proceeds, rollover amount (if applicable), and cash-out amount in connection with the transactions contemplated by the Merger Agreement:

Note: Total equity proceeds are calculated based on total equity value of $339,400,000 allocated pro rata among the Sellers in accordance with their respective membership interest percentages. Minor differences in totals are attributable to rounding. Rollover amounts are applicable only to the Rollover Participants (Items 1–3) and are subject to the terms and conditions of the respective Rollover Agreements. Cash-out amounts represent the cash consideration payable to each Seller at the Closing, prior to deductions for (i) each Seller's pro rata share of the tax indemnity escrow ($4,120,000 in the aggregate), (ii) each Seller's pro rata share of the general indemnity escrow ($10,300,000 in the aggregate), (iii) nonresident withholding taxes, if applicable, and (iv) any other deductions or adjustments as provided in the Merger Agreement.

Seller	Membership Interest (%)
Dr. Raymond Carvallo	38.2%
Dr. Nadia Ostrowski	28.5%
Jonathan Farnsworth	5.8%
14 minority physician-investors (aggregate)	27.5%
Total	100.0%
Rollover Participant	Gross Equity Proceeds	Rollover Amount	Rollover Percentage	Cash-Out Amount
Dr. Raymond Carvallo	$129,650,000	$32,410,000	25% of gross equity proceeds	$97,240,000
Dr. Nadia Ostrowski	$96,730,000	$24,180,000	25% of gross equity proceeds	$72,550,000
Jonathan Farnsworth	$19,690,000	$2,950,000	15% of gross equity proceeds	$16,740,000
Total	$246,070,000	$59,540,000	—	$186,530,000
Item	Description	Estimated Amount	Taxing Authority	Due Date
1	Accrued Pennsylvania employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course)	$187,400	Pennsylvania Department of Revenue	June 15, 2024
2	Accrued Virginia employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course)	$94,200	Virginia Department of Taxation	June 15, 2024
3	Accrued Maryland employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course)	$112,800	Comptroller of Maryland	June 15, 2024
4	Accrued North Carolina employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course)	$63,500	North Carolina Department of Revenue	June 15, 2024
5	Accrued Georgia employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course)	$41,700	Georgia Department of Revenue	June 15, 2024
6	Accrued FICA and FUTA taxes for the period April 1, 2024 through May 31, 2024 (ordinary course)	$326,900	Internal Revenue Service	June 15, 2024
7	Philadelphia BIRT — estimated tax payment for the period January 1, 2024 through May 31, 2024 (ordinary course)	$78,500	City of Philadelphia Department of Revenue	June 17, 2024
Total	$905,000
No.	Seller Name	Address	Membership Interest (%)	Total Gross Equity Proceeds ($)	Rollover Amount ($)	Cash-Out Amount ($)
1	Dr. Raymond Carvallo	847 Bryn Mawr Lane, Villanova, PA 19085	38.2%	129,650,000	32,410,000	97,240,000
2	Dr. Nadia Ostrowski	1220 Waverly Road, Gladwyne, PA 19035	28.5%	96,730,000	24,180,000	72,550,000
3	Jonathan Farnsworth	509 Haverford Avenue, Narberth, PA 19072	5.8%	19,690,000	2,950,000	16,740,000
4	Dr. Priya Anand	312 Dogwood Circle, Reston, VA 20190	2.8%	9,503,200	—	9,503,200

5	Dr. William Fong	1605 Patterson Park Avenue, Baltimore, MD 21231	2.5%	8,485,000	—	8,485,000
6	Dr. Elizabeth Harmon	444 East Capitol Street, Richmond, VA 23219	2.4%	8,145,600	—	8,145,600
7	Dr. Marcus Rivera	720 Peachtree Street NE, Apt. 1102, Atlanta, GA 30308	2.2%	7,466,800	—	7,466,800
8	Dr. Sarah Kim-Patel	1900 Spruce Street, Unit 8B, Philadelphia, PA 19103	2.1%	7,127,400	—	7,127,400
9	Dr. Thomas Beckett	3301 Glenwood Avenue, Raleigh, NC 27612	2.0%	6,788,000	—	6,788,000
10	Dr. Andrea Vasquez	256 Briarwood Court, Charlotte, NC 28207	1.9%	6,448,600	—	6,448,600
11	Dr. David Okonkwo	1118 Cathedral Street, Baltimore, MD 21201	1.8%	6,109,200	—	6,109,200
12	Dr. Jennifer Walsh	8200 Greensboro Drive, Suite 900, McLean, VA 22102	1.7%	5,769,800	—	5,769,800
13	Dr. Robert Chen	2040 Chestnut Street, Apt. 14A, Philadelphia, PA 19103	1.6%	5,430,400	—	5,430,400
14	Dr. Catherine Moreau	975 West Paces Ferry Road NW, Atlanta, GA 30327	1.5%	5,091,000	—	5,091,000
15	Dr. Alan Greenfield	617 Fairfax Boulevard, Fairfax, VA 22030	1.4%	4,751,600	—	4,751,600
16	Dr. Megan O'Brien	1801 South Boulevard, Charlotte, NC 28203	1.3%	4,412,200	—	4,412,200
17	Dr. James Whitfield	520 Walnut Street, Suite 6F, Philadelphia, PA 19106	1.3%	4,412,200	—	4,412,200
Total	100.0%	$339,411,000	$59,540,000	$279,871,000

TAX CLOSING CERTIFICATE
Delivered Pursuant to Section 7.2(f) of the Agreement and Plan of Merger, dated as of March 15, 2024 (the "Merger Agreement")
Among
Ardent Healthcare Merger Sub LLC, Ardent Healthcare Holdings LLC, Ardent Healthcare Intermediate Inc., Pinnacle Health Services Group LLC, and the Members of Pinnacle Health Services Group LLC identified on the signature pages hereto
Dated: May 31, 2024
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RECITALS
WHEREAS, Ardent Healthcare Merger Sub LLC, a Delaware limited liability company ("Merger Sub"), Ardent Healthcare Holdings LLC, a Delaware limited liability company ("Holdings"), Ardent Healthcare Intermediate Inc., a Delaware corporation ("Intermediate"), Pinnacle Health Services Group LLC, a Delaware limited liability company (the "Company," EIN 82-1947632), and the members of the Company set forth on Exhibit A to the Merger Agreement (collectively, the "Sellers" and each individually, a "Seller"), entered into that certain Agreement and Plan of Merger, dated as of March 15, 2024 (together with all exhibits, schedules, and annexes thereto, the "Merger Agreement");
WHEREAS, capitalized terms used but not otherwise defined in this Tax Closing Certificate shall have the respective meanings ascribed to them in the Merger Agreement;
WHEREAS, the Merger Agreement provides, as a condition to the obligation of Holdings, Intermediate, and Merger Sub to consummate the transactions contemplated thereby, the delivery by the Sellers of this Tax Closing Certificate containing the certifications, representations, acknowledgments, and confirmations set forth herein;
WHEREAS, the closing of the transactions contemplated by the Merger Agreement (the "Closing") is occurring on May 31, 2024 (the "Closing Date");
WHEREAS, pursuant to the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company in a reverse merger transaction, with the Company surviving as a wholly owned subsidiary of Intermediate (the "Merger"), at an enterprise value of Four Hundred Twelve Million Dollars ($412,000,000); and
WHEREAS, each undersigned Seller desires to deliver this Tax Closing Certificate in satisfaction of the condition set forth in Section 7.2(f) of the Merger Agreement and to confirm the accuracy of the tax-related representations, warranties, and covenants set forth therein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each undersigned Seller hereby certifies, represents, warrants, and acknowledges as follows:
SECTION 1: DEFINITIONS
For purposes of this Tax Closing Certificate, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
1.1 "Closing Date" means May 31, 2024.
1.2 "Company" means Pinnacle Health Services Group LLC, a Delaware limited liability company, Employer Identification Number 82-1947632, with its principal executive offices located at 2200 Renaissance Boulevard, Suite 400, King of Prussia, Pennsylvania 19406.
1.3 "Merger Agreement" means the Agreement and Plan of Merger, dated as of March 15, 2024, by and among Merger Sub, Holdings, Intermediate, the Company, and the Sellers, together with all exhibits, schedules, disclosure schedules, annexes, and amendments thereto.
1.4 "Operating States" means the Commonwealth of Pennsylvania, the Commonwealth of Virginia, the State of Maryland, the State of North Carolina, and the State of Georgia, being the states in which the Company conducts business operations, maintains offices or clinics, or employs personnel as of the Closing Date.
1.5 "Pre-Closing Tax Period" means (a) any taxable period ending on or before the Closing Date and (b) the portion of any Straddle Period ending on and including the Closing Date.
1.6 "Rollover Participants" means Dr. Raymond Carvallo, Dr. Nadia Ostrowski, and Jonathan Farnsworth, each of whom is contributing a portion of his or her membership interests in the Company in exchange for Class B Units of Holdings, as further described in Section 9 of this Tax Closing Certificate and in the Merger Agreement.
1.7 "Sellers" means all members of the Company as of immediately prior to the Closing, including the Rollover Participants and the fourteen (14) minority physician-investors collectively holding twenty-seven and one-half percent (27.5%) of the Company's membership interests, each as more particularly identified on Exhibit A hereto.
1.8 "Straddle Period" means any taxable period that includes but does not end on the Closing Date.
1.9 "Tax" or "Taxes" means any and all taxes, duties, levies, imposts, assessments, and governmental charges of any kind whatsoever, whether federal, state, local, or foreign, including without limitation (a) income taxes, (b) franchise taxes, (c) gross receipts taxes, (d) capital stock taxes, (e) profits taxes, (f) withholding taxes, (g) payroll taxes, (h) employment taxes (including Federal Insurance Contributions Act taxes, Federal Unemployment Tax Act taxes, and analogous state unemployment taxes), (i) social security taxes, (j) Medicare taxes, (k) real and personal property taxes, (l) sales and use taxes, (m) value added taxes, (n) excise taxes, (o) transfer taxes, (p) stamp taxes, (q) occupation taxes, (r) premium taxes, (s) environmental taxes, (t) windfall profits taxes, (u) alternative or add-on minimum taxes, (v) customs duties, and (w) any other taxes or similar charges, together with any and all interest, penalties, fines, additions to tax, and additional amounts imposed by any Governmental Authority with respect to any of the foregoing, whether disputed or not.
1.10 "Tax Returns" means any and all returns, declarations, reports, estimates, information returns, statements, schedules, claims for refund, and any other documents filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Tax Law, including any amendments, supplements, or attachments thereto.
SECTION 2: CERTIFICATIONS REGARDING TAX CLASSIFICATION
2.1 Partnership Classification. The Company has been classified as a partnership for United States federal income tax purposes at all times since its formation on August 12, 2016, pursuant to its Operating Agreement dated August 12, 2016, as amended on March 3, 2020 (the "Operating Agreement"). The Company has not filed Internal Revenue Service Form 8832 (Entity Classification Election) to change its classification from a partnership to an association taxable as a corporation, and no such election has been filed on behalf of the Company by any other person or entity. The Company's classification as a partnership for federal income tax purposes has been in effect continuously and without interruption from the date of the Company's formation through the Closing Date.
2.2 No Check-the-box Election. No election under Treasury Regulations Section 301.7701-3 (or any comparable provision of state, local, or foreign Tax Law) has been made, is pending, or has been requested by any person with respect to the Company. The Company has at all times been treated as a domestic eligible entity with two or more members classified as a partnership under the default classification rules of Treasury Regulations Section 301.7701-3(b)(1). No filing or communication has been submitted to the Internal Revenue Service or any other Governmental Authority that would have the effect of changing the Company's classification for federal, state, or local income tax purposes.
2.3 Partnership Returns and Schedules K-1. The Company has properly filed IRS Form 1065 (U.S. Return of Partnership Income) with the Internal Revenue Service for each taxable year since its formation, including for the taxable years ended December 31, 2016 through December 31, 2023, and has timely issued Schedules K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each of its members for each such taxable year. All such Forms 1065 and Schedules K-1 were prepared in accordance with applicable provisions of the Internal Revenue Code and Treasury Regulations and accurately reflected the items of income, gain, loss, deduction, and credit allocable to each member in accordance with the terms of the Operating Agreement and Section 704 of the Internal Revenue Code.
2.4 Not a Publicly Traded Partnership. The Company is not, and has never been, a "publicly traded partnership" within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"). The Company's membership interests have at no time been traded on an established securities market or been readily tradable on a secondary market (or the substantial equivalent thereof) within the meaning of Treasury Regulations Section 1.7704-1.
SECTION 3: CERTIFICATIONS REGARDING TAX RETURNS AND PAYMENT OF TAXES
3.1 Timely Filing of Tax Returns. The Company has timely filed (taking into account all valid extensions of time for filing) all Tax Returns required to be filed by it for all Pre-Closing Tax Periods in each jurisdiction in which such Tax Returns are required to be filed. Without limiting the generality of the foregoing, the Company has timely filed the following Tax Returns:
(a) Federal Form 1065 (U.S. Return of Partnership Income) with the Internal Revenue Service for each taxable year from 2016 through 2023;
(b) Commonwealth of Pennsylvania — Form PA-20S/PA-65 (PA S Corporation/Partnership Information Return) with the Pennsylvania Department of Revenue for each taxable year in which the Company conducted business in Pennsylvania;
(c) Commonwealth of Virginia — Form 502 (Virginia Pass-Through Entity Return of Income and Return of Nonresident Withholding Tax) with the Virginia Department of Taxation for each taxable year in which the Company conducted business in Virginia;
(d) State of Maryland — Form 510 (Maryland Pass-Through Entity Income Tax Return) with the Comptroller of Maryland for each taxable year in which the Company conducted business in Maryland;
(e) State of North Carolina — Form D-403 (Partnership Income Tax Return) with the North Carolina Department of Revenue for each taxable year in which the Company conducted business in North Carolina; and
(f) State of Georgia — Form 700 (Georgia Partnership Tax Return) with the Georgia Department of Revenue for each taxable year in which the Company conducted business in Georgia.
3.2 Accuracy of Tax Returns. All such Tax Returns referenced in Section 3.1 above are true, correct, and complete in all material respects. The Company has not filed any amended Tax Return or claim for refund that remains pending or unresolved with any Governmental Authority. The methods of accounting and tax reporting positions adopted by the Company on its Tax Returns are in accordance with applicable Tax Law and have been consistently applied across all relevant taxable periods.
3.3 Payment of Taxes. All Taxes shown as due and payable on all Tax Returns filed by or on behalf of the Company for all Pre-Closing Tax Periods have been paid in full to the appropriate Governmental Authority. There are no outstanding Tax liabilities of the Company for any Pre-Closing Tax Period, whether or not shown on any Tax Return, except as specifically set forth on Schedule 3.3 hereto (the "Disclosed Tax Liabilities"). The Disclosed Tax Liabilities consist solely of ordinary-course accrued but not yet due Tax obligations for the current taxable period, as further described on Schedule 3.3. The Company has established adequate reserves in accordance with generally accepted accounting principles for the payment of all Taxes that are not yet due and payable with respect to Pre-Closing Tax Periods.
3.4 No Deficiency Notices. The Company has not received any written notice of deficiency, assessment, proposed adjustment, notice of underpayment, or 30-day or 90-day letter from the Internal Revenue Service or any state or local taxing authority with respect to any Taxes or Tax Returns of the Company that has not been fully resolved, satisfied, or disclosed in Schedule 3.3. Neither the Company nor any Seller has received any written communication from any Governmental Authority indicating an intent to assess additional Taxes against the Company or to challenge any item of income, gain, loss, deduction, or credit reported on any Tax Return of the Company.
3.5 No Pending Audits or Examinations. There are no pending audits, examinations, investigations, claims, assessments, or other proceedings (whether judicial, administrative, or otherwise) with respect to any Taxes or Tax Returns of the Company by the Internal Revenue Service or any state or local taxing authority. To the knowledge of the Sellers (after reasonable inquiry), no such audit, examination, investigation, claim, assessment, or proceeding has been threatened in writing or otherwise communicated to the Company or any Seller. The Company has not waived any statute of limitations with respect to any Taxes or agreed to any extension of time for the assessment or collection of any Taxes, and no request for any such waiver or extension is pending.
SECTION 4: CERTIFICATIONS REGARDING TAX LIENS
4.1 No Tax Liens Generally. There are no liens, encumbrances, pledges, security interests, or charges for Taxes (collectively, "Tax Liens") upon any of the assets, properties, or membership interests of the Company, other than statutory liens for Taxes not yet due and payable that have been incurred in the ordinary course of business and for which adequate reserves have been established on the books and records of the Company in accordance with generally accepted accounting principles.
4.2 No Federal Tax Liens. No federal Tax Lien has been filed against the Company or any of its assets under Section 6321 of the Code, and no notice of federal Tax Lien has been recorded in any jurisdiction with respect to the Company. The Internal Revenue Service has not threatened to file any such lien, and no circumstances exist that would give rise to the filing of any such lien. No levy, seizure, or garnishment proceeding has been commenced or threatened by the Internal Revenue Service with respect to any assets of the Company.
4.3 No State or Local Tax Liens. No state or local Tax Lien has been filed against the Company or any of its assets in any of the Operating States or in any other jurisdiction in which the Company owns property or conducts business. No state or local taxing authority has threatened to file any such lien, and no circumstances exist that would give rise to the filing of any such lien by any state or local taxing authority.
SECTION 5: CERTIFICATIONS REGARDING WITHHOLDING OBLIGATIONS
5.1 Employment and Payment Withholding. The Company has properly withheld and timely remitted to the appropriate Governmental Authorities all Taxes required to be withheld in connection with amounts paid or owed to any employee, independent contractor, member, or other person, including without limitation (a) federal income tax withholding under Sections 3402 and 3406 of the Code, (b) Federal Insurance Contributions Act (FICA) taxes under Sections 3101 and 3111 of the Code, (c) Federal Unemployment Tax Act (FUTA) taxes under Section 3301 of the Code, (d) state income tax withholding in each of the Operating States, (e) state unemployment insurance contributions in each of the Operating States, and (f) all other applicable withholding, reporting, and payment obligations with respect to Taxes. The Company has timely filed all required Forms W-2, Forms 1099, and other information returns with respect to such withholding obligations for all Pre-Closing Tax Periods.
5.2 Nonresident Withholding on Merger Proceeds. With respect to the transactions contemplated by the Merger Agreement, the Sellers acknowledge and confirm the obligation to remit nonresident withholding taxes to the applicable state taxing authorities on gains recognized by nonresident individual Sellers in connection with the Merger, as follows:
(a) Commonwealth of Virginia: Estimated withholding of One Million Four Hundred Sixty Thousand Dollars ($1,460,000), calculated at the 5.0% nonresident withholding rate applicable to gains apportioned to the Commonwealth of Virginia, pursuant to Virginia Code Section 58.1-486.2 and related guidance issued by the Virginia Department of Taxation.
(b) State of Maryland: Estimated withholding of Two Million Four Hundred Ten Thousand Dollars ($2,410,000), calculated at the applicable rate based on apportioned gain attributable to Maryland sources, pursuant to Maryland Tax-General Code Section 10-912 and related guidance issued by the Comptroller of Maryland.
(c) State of Georgia: Estimated withholding of Eight Hundred Seventy Thousand Dollars ($870,000), calculated at the 5.75% nonresident withholding rate applicable to gains apportioned to the State of Georgia, pursuant to Georgia Code Section 48-7-129 and related guidance issued by the Georgia Department of Revenue.
(d) Aggregate Estimated Nonresident Withholding: Four Million Seven Hundred Forty Thousand Dollars ($4,740,000).
The foregoing withholding estimates are based on the Sellers' good-faith calculations of the gain apportionable to each Operating State and the applicable nonresident withholding rates as of the Closing Date. The Sellers acknowledge that actual withholding amounts may be adjusted based on final computations and the applicable provisions of state law.
5.3 Consent to Withholding. The amounts set forth in Section 5.2 above are to be deducted from the Sellers' closing proceeds at the Closing and remitted to the applicable state taxing authorities in accordance with the Merger Agreement and applicable state law. Each Seller hereby consents to such withholding and remittance and acknowledges that such amounts shall reduce, on a dollar-for-dollar basis, the cash consideration otherwise payable to such Seller at the Closing. Each Seller further acknowledges that any overpayment of nonresident withholding taxes may be recovered by such Seller directly from the applicable state taxing authority through the filing of an income tax return for the relevant taxable year, and that neither Holdings, Intermediate, Merger Sub, the Company, nor any of their respective affiliates shall bear any liability or obligation in connection with any such overpayment or recovery.
SECTION 6: CERTIFICATIONS REGARDING TAX ELECTIONS AND AGREEMENTS
6.1 No Section 338 Election. The Company has not made, and is not subject to, any election under Section 338 of the Code (including any election under Section 338(g) or Section 338(h)(10) of the Code), nor has any such election been requested by any party prior to the date hereof. No circumstances exist that would require or give rise to any such election in connection with the transactions contemplated by the Merger Agreement.
6.2 Section 754 Election. As of the Closing Date, the Company has not made an election under Section 754 of the Code to adjust the basis of the Company's assets. The Sellers hereby acknowledge and consent that a Section 754 election will be made by the Company with its federal partnership income tax return (Form 1065) for the taxable year ending December 31, 2024, as contemplated by Section 6.8(c) of the Merger Agreement. The Sellers further acknowledge that, as a result of such Section 754 election, adjustments will be made to the basis of the Company's assets pursuant to Section 743(b) of the Code in connection with the transfer of the Sellers' membership interests contemplated by the Merger, and the Sellers agree to cooperate with the Company and its tax advisors in connection with the preparation and filing of such election and any related computations.
6.3 No Tax Sharing or Indemnity Agreements. The Company is not a party to, or bound by, or has any obligation or liability under, any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement, closing agreement, or similar arrangement with any person (other than the Merger Agreement and any agreement entered into in the ordinary course of business the primary purpose of which is not related to Taxes, such as commercial leases or service agreements containing customary Tax gross-up provisions). The Company has not entered into any arrangement that would require it to make any payment to any person based on or calculated by reference to the Tax liability of any other person.
6.4 No Reportable or Listed Transactions. The Company has not been a party to, and has not participated in, any "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any "reportable transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(1) (other than a transaction described solely in Treasury Regulations Section 1.6011-4(b)(3)(i)(A) through (C) as a transaction of interest, if any). The Company has not filed, and has not been required to file, IRS Form 8886 (Reportable Transaction Disclosure Statement) with respect to any transaction in which it has participated. No Seller has received any written communication from the Internal Revenue Service or any state taxing authority asserting that any transaction involving the Company is a listed transaction or reportable transaction.
SECTION 7: CERTIFICATIONS REGARDING STATE AND LOCAL TAX MATTERS
7.1 State Registrations and Filings. The Company has registered to do business and has obtained all necessary state and local licenses, registrations, and permits required for the conduct of its business in each of the Operating States. The Company has filed all required state and local income, franchise, gross receipts, and other Tax Returns in each of the Operating States, including without limitation:
(a) partnership income tax returns in each Operating State, as described in Section 3.1;
(b) annual reports and franchise tax returns required by the Delaware Division of Corporations (the Company's state of formation) and each Operating State in which the Company is registered as a foreign limited liability company;
(c) sales and use tax returns, to the extent applicable to the Company's operations, in each Operating State; and
(d) all other state and local Tax Returns required to be filed in connection with the Company's business activities in the Operating States.
7.2 Philadelphia Business Income and Receipts Tax. The Company is subject to the Philadelphia Business Income and Receipts Tax ("BIRT") imposed by the City of Philadelphia, Pennsylvania, with respect to its three (3) clinics located within the City of Philadelphia (located at 1500 Market Street, Suite 310; 3400 Civic Center Boulevard, Suite 220; and 7100 Bustleton Avenue, Suite 108). All BIRT returns required to be filed by the Company with the City of Philadelphia Department of Revenue have been timely filed for all applicable taxable periods, and all BIRT taxes shown as due on such returns have been paid in full. The Company is not currently under audit or examination by the City of Philadelphia Department of Revenue with respect to BIRT or any other Philadelphia municipal tax.
7.3 No Additional Nexus Assertions. The Company has not been notified of, and to the knowledge of the Sellers (after reasonable inquiry) there is no basis for, an assertion of taxing jurisdiction or nexus by any state, local, or foreign taxing authority other than the Operating States with respect to the Company's operations. The Company has not conducted business, maintained offices, employed personnel, or owned real or tangible personal property in any state or jurisdiction other than the Operating States and the State of Delaware (its state of formation) in a manner that would create income tax, franchise tax, or gross receipts tax nexus in such other state or jurisdiction.
7.4 State and Local Withholding Compliance. The Company has complied with all applicable state and local Tax withholding, reporting, and payment obligations with respect to its employees and independent contractors in each Operating State. Without limiting the foregoing, the Company has (a) properly classified all service providers as employees or independent contractors, as applicable, in accordance with the applicable tests and standards under federal and state Tax Law, (b) timely filed all required state withholding tax returns and information returns, and (c) timely remitted all amounts required to be withheld and paid over to the applicable state and local taxing authorities.
SECTION 8: CERTIFICATIONS REGARDING MEMBERSHIP INTERESTS
8.1 Ownership of Membership Interests. Each Seller's percentage membership interest in the Company as of immediately prior to the Closing is as set forth in the Merger Agreement, is accurately reflected in the Company's books and records (including its register of members maintained pursuant to the Operating Agreement), and is as follows:
The individual names, addresses, and specific membership interest percentages of each of the fourteen (14) minority physician-investors are set forth on Exhibit A attached hereto. Each Seller holds his or her membership interest free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, and other restrictions or limitations of any kind, other than restrictions on transfer set forth in the Operating Agreement and as contemplated by the Merger Agreement.
8.2 No Disposition or Transfer. No Seller has disposed of, encumbered, assigned, transferred, sold, pledged, hypothecated, or otherwise conveyed any membership interest in the Company (or any portion thereof, or any economic or other interest therein) since the date of the Merger Agreement (March 15, 2024) other than as expressly contemplated by the Merger Agreement. No Seller has entered into any agreement, arrangement, or understanding (whether written or oral) to effect any such disposition, encumbrance, or transfer.
8.3 Equity Value Acknowledgment. The Sellers acknowledge that the equity value of the Company for purposes of the Merger Agreement is Three Hundred Thirty-Nine Million Four Hundred Thousand Dollars ($339,400,000), calculated as the enterprise value of Four Hundred Twelve Million Dollars ($412,000,000) less estimated net debt of Seventy-Two Million Six Hundred Thousand Dollars ($72,600,000), subject to the post-closing working capital adjustment mechanism set forth in the Merger Agreement. The Sellers further acknowledge that the allocation of the aggregate equity value among the Sellers shall be made in accordance with each Seller's pro rata membership interest percentage as set forth in Section 8.1 above, subject to adjustments as provided in the Merger Agreement.
SECTION 9: CERTIFICATIONS REGARDING ROLLOVER EQUITY
9.1 Rollover Contributions. Each Rollover Participant is contributing a portion of his or her membership interests in the Company to Ardent Healthcare Holdings LLC (EIN 93-2187445) in exchange for Class B Units of Holdings on the Closing Date, as contemplated by the Merger Agreement and the Rollover Agreements entered into by each Rollover Participant. The rollover amounts are as follows:
Each Rollover Participant has entered into a separate Rollover Agreement with Holdings, in the form attached as Exhibit D to the Merger Agreement, setting forth the terms and conditions of such contribution and the issuance of Class B Units of Holdings in exchange therefor.
9.2 Tax Treatment of Rollover. Each Rollover Participant intends to treat his or her contribution of membership interests in the Company to Holdings as a tax-deferred contribution under Section 721 of the Code (or, to the extent applicable, Section 721(a) of the Code), and no Rollover Participant intends to recognize gain or loss with respect to such contribution, except to the extent required by applicable Tax Law (including, without limitation, Section 707 of the Code, relating to disguised sales, and Section 752 of the Code, relating to changes in partnership liabilities). Each Rollover Participant has been advised by his or her own independent tax advisors regarding the tax consequences of the rollover transaction, including the requirement to file an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days of the Closing Date (i.e., by no later than June 30, 2024) with respect to any unvested Class B Units of Holdings received in connection with such contribution. Each Rollover Participant acknowledges that the failure to timely file a Section 83(b) election may result in adverse tax consequences, and that none of Holdings, Intermediate, Merger Sub, the Company, Ardent Capital Partners III LP, or any of their respective affiliates, officers, directors, employees, or advisors shall bear any liability or responsibility for any such failure.
SECTION 10: TAX INDEMNITY ESCROW ACKNOWLEDGMENT
10.1 Tax Indemnity Escrow. The Sellers acknowledge the deposit of Four Million One Hundred Twenty Thousand Dollars ($4,120,000) (representing 1.0% of the enterprise value of $412,000,000) into a tax indemnity escrow account established with Ironbridge Trust Company, N.A. (Escrow Agreement Reference: ITC-ESC-2024-05312), pursuant to the terms of the Escrow Agreement dated as of the Closing Date by and among Ironbridge Trust Company, N.A. (as escrow agent), Holdings, and the Sellers' Representative (the "Tax Escrow Agreement"), and the Merger Agreement. The tax indemnity escrow amount shall be funded from the Sellers' aggregate closing proceeds on a pro rata basis in accordance with each Seller's membership interest percentage.
10.2 Application of Tax Indemnity Escrow. The Sellers acknowledge that the tax indemnity escrow may be applied to satisfy any losses, liabilities, damages, costs, expenses (including reasonable attorneys' fees and other professional fees), claims, demands, actions, suits, proceedings, judgments, awards, penalties, fines, and amounts paid in settlement (collectively, "Losses") arising from or related to a breach of the tax representations and warranties set forth in Article IV (Tax Representations) of the Merger Agreement, in accordance with the indemnity provisions set forth in Article IX of the Merger Agreement. The tax indemnity escrow shall be the first source of recovery for any Tax-related indemnification claims, subject to the terms and limitations set forth in the Merger Agreement and the Tax Escrow Agreement.
10.3 General Indemnity Escrow. The Sellers further acknowledge the deposit of Ten Million Three Hundred Thousand Dollars ($10,300,000) into a general indemnity escrow account established with Ironbridge Trust Company, N.A. (representing approximately 2.5% of the equity value), which is available for claims as set forth in Article IX of the Merger Agreement. The general indemnity escrow shall be in addition to, and not in lieu of, the tax indemnity escrow described in Sections 10.1 and 10.2 above, and both escrow accounts shall be administered in accordance with the terms of the respective Escrow Agreements and the Merger Agreement.
SECTION 11: BRING-DOWN CERTIFICATION
11.1 Bring-Down of Tax Representations. Each Seller hereby certifies that the representations and warranties set forth in Article IV (Tax Representations) of the Merger Agreement are true and correct in all material respects as of the Closing Date (May 31, 2024), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that such representations and warranties are by their express terms made as of an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. For the avoidance of doubt, to the extent any representation or warranty in Article IV of the Merger Agreement is qualified by materiality, Material Adverse Effect, or similar qualifiers, such representation or warranty is true and correct in all respects (after giving effect to such qualification) as of the Closing Date.
11.2 No Intervening Events. No event, condition, fact, or circumstance has occurred, arisen, or come to the knowledge of any Seller since March 15, 2024 (the date of the Merger Agreement) that would cause any tax representation or warranty set forth in the Merger Agreement to be untrue, incorrect, or misleading in any material respect as of the Closing Date. Without limiting the generality of the foregoing, since the date of the Merger Agreement, (a) the Company has not received any written notice of audit, examination, deficiency, assessment, or proposed adjustment from any Governmental Authority with respect to Taxes, (b) no Tax Lien has been filed or threatened against the Company or any of its assets, (c) no change has been made or proposed to the Company's methods of accounting for Tax purposes, (d) the Company has not entered into any transaction that would constitute a listed transaction or reportable transaction, and (e) no Seller has taken any action that would adversely affect the Tax classification of the Company as a partnership for federal income tax purposes.
SECTION 12: MISCELLANEOUS PROVISIONS
12.1 Survival. This Tax Closing Certificate, and the certifications, representations, warranties, acknowledgments, and covenants set forth herein, shall survive the Closing for the survival period specified in Section 9.1 of the Merger Agreement with respect to Tax representations and warranties. For the avoidance of doubt, the survival of this Tax Closing Certificate shall not extend or limit the survival period applicable to the Tax representations and warranties set forth in the Merger Agreement, and this Tax Closing Certificate is intended to be coextensive with and supplemental to such representations and warranties.
12.2 Reliance. The Sellers acknowledge and agree that Holdings, Intermediate, Merger Sub, Ardent Capital Partners III LP (EIN 87-3491520), and each of their respective affiliates, officers, directors, members, partners, employees, agents, successors, and assigns (collectively, the "Buyer Parties") are relying on this Tax Closing Certificate, and on the certifications, representations, warranties, and acknowledgments contained herein, in consummating the transactions contemplated by the Merger Agreement and in agreeing to pay the consideration set forth therein. The Sellers further acknowledge that this Tax Closing Certificate is being delivered as a material inducement to the Buyer Parties to consummate the Closing, and that the Buyer Parties would not consummate the Closing absent the delivery of this Tax Closing Certificate. Each Seller acknowledges that any breach or inaccuracy in the certifications set forth herein may give rise to indemnification obligations under Article IX of the Merger Agreement.
12.3 Governing Law. This Tax Closing Certificate 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. Any dispute, controversy, or claim arising out of or relating to this Tax Closing Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 11.9 of the Merger Agreement.
12.4 Counterparts. This Tax Closing Certificate may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), 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 this Tax Closing Certificate by facsimile or electronic transmission (including .pdf) shall be equally effective as delivery of an original executed counterpart.
12.5 Severability. If any provision of this Tax Closing Certificate is held to be invalid, illegal, or unenforceable under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Tax Closing Certificate, and this Tax Closing Certificate shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
12.6 Entire Agreement. This Tax Closing Certificate is delivered pursuant to and in accordance with the Merger Agreement and is subject in all respects to the terms and conditions thereof. In the event of any conflict or inconsistency between the provisions of this Tax Closing Certificate and the provisions of the Merger Agreement, the provisions of the Merger Agreement shall control.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE TO TAX CLOSING CERTIFICATE
IN WITNESS WHEREOF, each undersigned Seller has executed this Tax Closing Certificate as of the date first written above.
SELLERS:
By: ________
Name: Dr. Raymond Carvallo
In his individual capacity as a Seller and as Co-Founder and Chief Executive Officer of Pinnacle Health Services Group LLC
Date: May 31, 2024
By: ________
Name: Dr. Nadia Ostrowski
In her individual capacity as a Seller and as Co-Founder and Chief Medical Officer of Pinnacle Health Services Group LLC
Date: May 31, 2024
By: ________
Name: Jonathan Farnsworth
In his individual capacity as a Seller and as Chief Financial Officer of Pinnacle Health Services Group LLC
Date: May 31, 2024
SELLERS' REPRESENTATIVE, on behalf of the 14 minority physician-investors identified on Exhibit A hereto:
By: ________
Name: Dr. Raymond Carvallo
Title: Sellers' Representative (as designated pursuant to Section 10.14 of the Merger Agreement)
Date: May 31, 2024
SCHEDULE 3.3
DISCLOSED TAX LIABILITIES
Pursuant to Section 3.3 of this Tax Closing Certificate, the Sellers hereby disclose the following outstanding Tax liabilities of the Company for Pre-Closing Tax Periods:
All items listed above represent ordinary-course accrued Tax obligations that are not yet due and payable as of the Closing Date and for which the Company has established adequate reserves in its books and records.
Note: If no items were to be disclosed, this Schedule would state "None."
EXHIBIT A
LIST OF SELLERS AND MEMBERSHIP INTEREST PERCENTAGES
The following table sets forth each Seller's name, address, membership interest percentage, total equity proceeds, rollover amount (if applicable), and cash-out amount in connection with the transactions contemplated by the Merger Agreement:
Note: Total equity proceeds are calculated based on total equity value of $339,400,000 allocated pro rata among the Sellers in accordance with their respective membership interest percentages. Minor differences in totals are attributable to rounding. Rollover amounts are applicable only to the Rollover Participants (Items 1–3) and are subject to the terms and conditions of the respective Rollover Agreements. Cash-out amounts represent the cash consideration payable to each Seller at the Closing, prior to deductions for (i) each Seller's pro rata share of the tax indemnity escrow ($4,120,000 in the aggregate), (ii) each Seller's pro rata share of the general indemnity escrow ($10,300,000 in the aggregate), (iii) nonresident withholding taxes, if applicable, and (iv) any other deductions or adjustments as provided in the Merger Agreement.
Seller | Membership Interest (%)
Dr. Raymond Carvallo | 38.2%
Dr. Nadia Ostrowski | 28.5%
Jonathan Farnsworth | 5.8%
14 minority physician-investors (aggregate) | 27.5%
Total | 100.0%
Rollover Participant | Gross Equity Proceeds | Rollover Amount | Rollover Percentage | Cash-Out Amount
Dr. Raymond Carvallo | $129,650,000 | $32,410,000 | 25% of gross equity proceeds | $97,240,000
Dr. Nadia Ostrowski | $96,730,000 | $24,180,000 | 25% of gross equity proceeds | $72,550,000
Jonathan Farnsworth | $19,690,000 | $2,950,000 | 15% of gross equity proceeds | $16,740,000
Total | $246,070,000 | $59,540,000 | — | $186,530,000
Item | Description | Estimated Amount | Taxing Authority | Due Date
1 | Accrued Pennsylvania employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course) | $187,400 | Pennsylvania Department of Revenue | June 15, 2024
2 | Accrued Virginia employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course) | $94,200 | Virginia Department of Taxation | June 15, 2024
3 | Accrued Maryland employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course) | $112,800 | Comptroller of Maryland | June 15, 2024
4 | Accrued North Carolina employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course) | $63,500 | North Carolina Department of Revenue | June 15, 2024
5 | Accrued Georgia employer withholding taxes for the period April 1, 2024 through May 31, 2024 (ordinary course) | $41,700 | Georgia Department of Revenue | June 15, 2024
6 | Accrued FICA and FUTA taxes for the period April 1, 2024 through May 31, 2024 (ordinary course) | $326,900 | Internal Revenue Service | June 15, 2024
7 | Philadelphia BIRT — estimated tax payment for the period January 1, 2024 through May 31, 2024 (ordinary course) | $78,500 | City of Philadelphia Department of Revenue | June 17, 2024
Total | $905,000
No. | Seller Name | Address | Membership Interest (%) | Total Gross Equity Proceeds ($) | Rollover Amount ($) | Cash-Out Amount ($)
1 | Dr. Raymond Carvallo | 847 Bryn Mawr Lane, Villanova, PA 19085 | 38.2% | 129,650,000 | 32,410,000 | 97,240,000
2 | Dr. Nadia Ostrowski | 1220 Waverly Road, Gladwyne, PA 19035 | 28.5% | 96,730,000 | 24,180,000 | 72,550,000
3 | Jonathan Farnsworth | 509 Haverford Avenue, Narberth, PA 19072 | 5.8% | 19,690,000 | 2,950,000 | 16,740,000
4 | Dr. Priya Anand | 312 Dogwood Circle, Reston, VA 20190 | 2.8% | 9,503,200 | — | 9,503,200
5 | Dr. William Fong | 1605 Patterson Park Avenue, Baltimore, MD 21231 | 2.5% | 8,485,000 | — | 8,485,000
6 | Dr. Elizabeth Harmon | 444 East Capitol Street, Richmond, VA 23219 | 2.4% | 8,145,600 | — | 8,145,600
7 | Dr. Marcus Rivera | 720 Peachtree Street NE, Apt. 1102, Atlanta, GA 30308 | 2.2% | 7,466,800 | — | 7,466,800
8 | Dr. Sarah Kim-Patel | 1900 Spruce Street, Unit 8B, Philadelphia, PA 19103 | 2.1% | 7,127,400 | — | 7,127,400
9 | Dr. Thomas Beckett | 3301 Glenwood Avenue, Raleigh, NC 27612 | 2.0% | 6,788,000 | — | 6,788,000
10 | Dr. Andrea Vasquez | 256 Briarwood Court, Charlotte, NC 28207 | 1.9% | 6,448,600 | — | 6,448,600
11 | Dr. David Okonkwo | 1118 Cathedral Street, Baltimore, MD 21201 | 1.8% | 6,109,200 | — | 6,109,200
12 | Dr. Jennifer Walsh | 8200 Greensboro Drive, Suite 900, McLean, VA 22102 | 1.7% | 5,769,800 | — | 5,769,800
13 | Dr. Robert Chen | 2040 Chestnut Street, Apt. 14A, Philadelphia, PA 19103 | 1.6% | 5,430,400 | — | 5,430,400
14 | Dr. Catherine Moreau | 975 West Paces Ferry Road NW, Atlanta, GA 30327 | 1.5% | 5,091,000 | — | 5,091,000
15 | Dr. Alan Greenfield | 617 Fairfax Boulevard, Fairfax, VA 22030 | 1.4% | 4,751,600 | — | 4,751,600
16 | Dr. Megan O'Brien | 1801 South Boulevard, Charlotte, NC 28203 | 1.3% | 4,412,200 | — | 4,412,200
17 | Dr. James Whitfield | 520 Walnut Street, Suite 6F, Philadelphia, PA 19106 | 1.3% | 4,412,200 | — | 4,412,200
Total | 100.0% | $339,411,000 | $59,540,000 | $279,871,000

TAX CLOSING CERTIFICATE

RECITALS

SECTION 1: DEFINITIONS

SECTION 2: CERTIFICATIONS REGARDING TAX CLASSIFICATION

SECTION 3: CERTIFICATIONS REGARDING TAX RETURNS AND PAYMENT OF TAXES

SECTION 4: CERTIFICATIONS REGARDING TAX LIENS

SECTION 5: CERTIFICATIONS REGARDING WITHHOLDING OBLIGATIONS

SECTION 6: CERTIFICATIONS REGARDING TAX ELECTIONS AND AGREEMENTS

SECTION 7: CERTIFICATIONS REGARDING STATE AND LOCAL TAX MATTERS

SECTION 8: CERTIFICATIONS REGARDING MEMBERSHIP INTERESTS

SECTION 9: CERTIFICATIONS REGARDING ROLLOVER EQUITY

SECTION 10: TAX INDEMNITY ESCROW ACKNOWLEDGMENT

SECTION 11: BRING-DOWN CERTIFICATION

SECTION 12: MISCELLANEOUS PROVISIONS

SIGNATURE PAGE TO TAX CLOSING CERTIFICATE

SELLERS:

SCHEDULE 3.3

DISCLOSED TAX LIABILITIES

EXHIBIT A

LIST OF SELLERS AND MEMBERSHIP INTEREST PERCENTAGES

Record

Parties

Dates

Amounts