CLOSING CERTIFICATE OF ARDENT HEALTHCARE HOLDINGS INC.

Delivered pursuant to Section 8.3(d) of the Stock Purchase Agreement, dated as of February 10, 2025 (the "Agreement"), by and among MedVance Health Systems, Inc. (the "Company"), each of the stockholders of the Company listed on Exhibit A thereto (collectively, the "Sellers"), Ardent Healthcare Holdings Inc. (the "Purchaser"), and Marcus Delgado, solely in his capacity as the Seller Representative

April 18, 2025

The undersigned, Graham Whitfield, is the President of Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"). Reference is made to that certain Stock Purchase Agreement, dated as of February 10, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among MedVance Health Systems, Inc., a Tennessee corporation (the "Company"), each of the stockholders of the Company listed on Exhibit A thereto (collectively, the "Sellers"), including Crestline Growth Equity Fund II LP, a Delaware limited partnership, Ryland Family Holdings LLC, a Tennessee limited liability company, and each of the management stockholders of the Company identified therein (the "Management Sellers"), the Purchaser, and Marcus Delgado, solely in his capacity as the representative of the Sellers (the "Seller Representative").

This Closing Certificate (this "Certificate") is being delivered by the undersigned on behalf of the Purchaser to the Sellers and the Seller Representative pursuant to Section 8.3(d) of the Agreement as a condition to the obligation of the Sellers to consummate the Closing (as defined in the Agreement) of the transactions contemplated by the Agreement on the date hereof, April 18, 2025 (the "Closing Date").

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. The undersigned, in his capacity as President of the Purchaser and not in his individual capacity, hereby certifies to the Sellers and the Seller Representative, on behalf of the Purchaser, as follows:

Section 1 — Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties of the Purchaser set forth in Article V of the Agreement is true and correct in all material respects as of the date hereof, April 18, 2025, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, that with respect to any representation or warranty of the Purchaser that is qualified by "materiality," "in all material respects," "Material Adverse Effect," or similar qualifications, such representation or warranty is true and correct in all respects (without giving duplicative effect to such materiality or Material Adverse Effect qualifier) as of the date hereof; and provided, further, that any representation or warranty that by its express terms speaks as of a specific date or period of time shall be true and correct in all material respects (or in all respects, in the case of representations and warranties so qualified by materiality, Material Adverse Effect, or similar qualifications) only as of such specified date or period of time.

Without limiting the generality of the foregoing, the undersigned further certifies that no event, change, development, occurrence, condition, or circumstance has occurred since February 10, 2025 (the date of the Agreement) that, individually or in the aggregate, has had, or would reasonably be expected to have, a Purchaser Material Adverse Effect (as defined in the Agreement). As of the Closing Date, the Purchaser continues to have the financial capacity, resources, and ability to perform all of its obligations under the Agreement, including, without limitation, the payment of the Purchase Price, and no event has occurred that would impair or prevent the Purchaser from consummating the transactions contemplated hereby.

Section 2 — Performance of Covenants

The undersigned hereby certifies that the Purchaser has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Purchaser at or prior to the Closing Date, April 18, 2025. Without limiting the generality of the foregoing, the Purchaser has performed and complied in all material respects with the following covenants and obligations:

(a) Delivery of the Closing Date Payment. The Purchaser has delivered, or caused to be delivered, by wire transfer of immediately available funds, the Closing Date Payment in an aggregate amount equal to Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), less the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) deposited with Continental Fiduciary Trust Company, in its capacity as escrow agent (the "Escrow Agent"), into escrow account number CFT-ESC-2025-00327 (the "Escrow Account"), in each case subject to the adjustments contemplated by, and calculated in accordance with, Section 2.4 of the Agreement, including the Estimated Working Capital Adjustment, the Estimated Indebtedness Adjustment, the Estimated Transaction Expense Adjustment, and the Estimated Cash Adjustment, each as set forth on the Estimated Closing Statement delivered by the Company to the Purchaser pursuant to Section 2.4(a) of the Agreement. The net Closing Date Payment delivered to the Paying Agent on behalf of the Sellers on the Closing Date has been calculated and paid in accordance with the applicable provisions of the Agreement, and appropriate payment instructions have been followed in all respects.

(b) Delivery of Purchaser Closing Deliverables. The Purchaser has delivered all Purchaser closing deliverables required to be delivered by the Purchaser at or prior to the Closing pursuant to Section 3.2 of the Agreement, including, without limitation, (i) a duly executed counterpart of this Certificate, (ii) a duly executed counterpart of the Escrow Agreement among the Purchaser, the Seller Representative, and the Escrow Agent, (iii) a certificate of good standing of the Purchaser issued by the Secretary of State of the State of Delaware, dated within five (5) Business Days of the Closing Date, (iv) a duly executed counterpart of the Transition Services Agreement, (v) a duly executed counterpart of each Ancillary Agreement to which the Purchaser is a party, and (vi) such other documents, instruments, and certificates as are required to be delivered by the Purchaser pursuant to the Agreement or as have been reasonably requested by the Sellers or the Seller Representative.

(c) Required Purchaser Consents and Approvals. The Purchaser has obtained all consents, approvals, authorizations, waivers, and orders from Governmental Authorities and other third parties that are required to be obtained by the Purchaser in connection with the authorization, execution, and delivery of the Agreement and the consummation of the transactions contemplated thereby, and all such consents, approvals, authorizations, waivers, and orders remain in full force and effect as of the Closing Date without the imposition of any Burdensome Condition (as defined in the Agreement).

Section 3 — Satisfaction of Conditions to Closing

The undersigned hereby certifies that each of the conditions precedent to the obligation of the Sellers to consummate the transactions contemplated by the Agreement, as set forth in Section 8.3 of the Agreement, has been duly satisfied (or, where expressly permissible under the Agreement, waived in writing by the Seller Representative on behalf of the Sellers) as of the Closing Date, including, without limitation, each of the following:

(a) Accuracy of Purchaser's Representations and Warranties. The representations and warranties of the Purchaser set forth in the Agreement are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, with the same force and effect as though made on and as of such date (except, in each case, for representations and warranties that by their terms speak as of a specific date, which are true and correct in all material respects, or in all respects as applicable, as of such specified date), as more fully described in Section 1 of this Certificate.

(b) Performance of Purchaser's Covenants. The Purchaser has performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by the Purchaser at or prior to the Closing Date, as more fully described in Section 2 of this Certificate.

(c) No Injunction or Prohibition. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other Governmental Order issued by any court of competent jurisdiction or other Governmental Authority, and no Law enacted, entered, promulgated, enforced, or deemed applicable after the date of the Agreement by any Governmental Authority, is in effect that prevents, enjoins, restrains, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by the Agreement. No Action has been commenced or is pending before any Governmental Authority seeking any such Governmental Order or seeking to impose any such restraint or prohibition.

(d) Hart-Scott-Rodino Antitrust Clearance. All applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated by the Agreement have expired or been terminated. Specifically, early termination of the applicable waiting period under the HSR Act was granted by the Federal Trade Commission on January 22, 2025, with respect to the notifications filed by the Purchaser and the Company under HSR Filing Reference No. HSR-2024-7231. No request for additional information or documentary material (a "Second Request") was issued in connection with such filing, and no conditions, limitations, or restrictions were imposed in connection with the grant of such early termination. As of the Closing Date, no antitrust or competition-related proceeding, investigation, or inquiry has been initiated or, to the knowledge of the Purchaser, threatened by the Federal Trade Commission, the United States Department of Justice, or any state attorney general in connection with the transactions contemplated by the Agreement.

(e) Healthcare Regulatory Approvals. All required healthcare regulatory approvals, including all state licensure transfer approvals necessary for the consummation of the transactions contemplated by the Agreement and the continued operation of the Company's healthcare facilities and programs following the Closing, have been duly obtained and remain in full force and effect as of the Closing Date without the imposition of any Burdensome Condition, including the following:

(i) Tennessee. The Tennessee Department of Health approved the change of ownership and transfer of applicable healthcare facility licenses on March 5, 2025, and such approval remains in full force and effect as of the Closing Date.

(ii) Alabama. The Alabama Department of Public Health approved the change of ownership and transfer of applicable healthcare facility licenses on March 18, 2025, and such approval remains in full force and effect as of the Closing Date.

(iii) Georgia. The Georgia Department of Community Health approved the change of ownership and transfer of applicable healthcare facility licenses on March 27, 2025, and such approval remains in full force and effect as of the Closing Date.

(iv) Kentucky. The Kentucky Cabinet for Health and Family Services approved the change of ownership and transfer of applicable healthcare facility licenses on April 10, 2025, and such approval remains in full force and effect as of the Closing Date.

No other state or federal healthcare regulatory approval or consent is required to be obtained as a condition to the Closing under the Agreement that has not been duly obtained, and to the knowledge of the Purchaser, no Governmental Authority has initiated or threatened any proceeding to revoke, suspend, condition, or modify any such approval.

(f) Financing. The Purchaser has obtained the financing contemplated by the Commitment Letter (as defined in the Agreement) and has caused the funding of the senior secured credit facilities on terms consistent with the Commitment Letter, pursuant to that certain Credit Agreement (Reference No. RNB-HC-2025-0418, dated as of April 18, 2025), by and among the Purchaser, as borrower, Ridgeline National Bank, N.A., as administrative agent and lead arranger (the "Administrative Agent"), and the other lenders party thereto from time to time (the "Credit Agreement"). The Credit Agreement provides for (I) a Term Loan B facility in an aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000), the proceeds of which have been funded in full as of the Closing Date and have been applied, together with equity contributions from the Purchaser's equityholders, to fund a portion of the Purchase Price and to pay fees, costs, and expenses incurred in connection with the transactions contemplated by the Agreement; and (II) a Revolving Credit Facility in an aggregate committed amount of Fifty Million Dollars ($50,000,000), which remains undrawn as of the Closing Date and is available for working capital, capital expenditure, and general corporate purposes of the Purchaser and its subsidiaries following the Closing. All conditions precedent to the initial borrowings under the Credit Agreement have been satisfied or waived, and the Administrative Agent has confirmed in writing to the Purchaser that the facilities are available for drawing in accordance with their terms.

(g) Deposit of Escrow Amount. The Escrow Amount in the amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) has been deposited by the Purchaser with the Escrow Agent in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof (the "Escrow Agreement"), by and among the Purchaser, the Seller Representative (on behalf of the Sellers), and the Escrow Agent. The Escrow Agent has confirmed receipt of the Escrow Amount into the Escrow Account and has acknowledged the establishment of the Escrow Account in accordance with the Escrow Agreement. The Escrow Amount shall be held, invested, and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of the Agreement.

Section 4 — No Legal Proceedings

The undersigned hereby certifies that, as of the date hereof, there is no Action (as defined in the Agreement), including any lawsuit, claim, arbitration, mediation, investigation, hearing, or other legal or administrative proceeding, pending or, to the knowledge of the Purchaser (after due inquiry), threatened in writing against the Purchaser or any of its Affiliates by any Person (including any Governmental Authority) that (a) seeks to prevent, materially delay, or materially impair the ability of the Purchaser to consummate the Closing or the other transactions contemplated by the Agreement, (b) challenges the validity or enforceability of the Agreement or any Ancillary Agreement, (c) seeks to impose material damages or other material relief in connection with the transactions contemplated by the Agreement, or (d) would otherwise reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. The Purchaser has not received any written notice from any Governmental Authority indicating an intention to commence any such Action.

Section 5 — Organizational Standing

The undersigned hereby certifies and confirms that:

(a) The Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by a certificate of good standing issued by the Secretary of State of the State of Delaware (DE File No. 7201548), a copy of which has been delivered to the Sellers and the Seller Representative in accordance with the terms of the Agreement.

(b) The Purchaser has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Certificate, the Agreement, the Escrow Agreement, and each other Ancillary Agreement to which the Purchaser is a party, and to consummate the transactions contemplated by the Agreement and such Ancillary Agreements.

(c) The execution, delivery, and performance of this Certificate, the Agreement, and each Ancillary Agreement to which the Purchaser is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Purchaser, including approval by the board of directors of the Purchaser, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution, delivery, or performance of this Certificate, the Agreement, or any Ancillary Agreement or to consummate the transactions contemplated thereby.

Section 6 — Reliance; No Other Representations

The undersigned acknowledges and confirms, on behalf of the Purchaser, that this Certificate is being delivered to the Sellers and the Seller Representative as an express condition to the obligations of the Sellers to consummate the Closing pursuant to Section 8.3(d) of the Agreement. The Sellers and the Seller Representative are entitled to rely upon the certifications, representations, and statements contained herein in connection with the Closing and in connection with the performance of their respective obligations under the Agreement.

Notwithstanding anything to the contrary contained in this Certificate, nothing in this Certificate shall be deemed to expand, limit, modify, or otherwise affect the representations, warranties, covenants, agreements, or obligations of the Purchaser as set forth in the Agreement, and this Certificate is delivered subject to all of the limitations, qualifications, and other provisions of the Agreement, including, without limitation, the provisions of Article X of the Agreement regarding survival, indemnification, and limitation of liability. This Certificate does not, and shall not be construed to, create any rights or obligations independent of or in addition to those set forth in the Agreement, except to the extent expressly provided herein.

Section 7 — Governing Law

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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. The foregoing governing law provision is consistent with, and shall be interpreted in accordance with, Section 11.8 of the Agreement. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution procedures set forth in Section 11.9 of the Agreement.

[Signature Page to Closing Certificate of Ardent Healthcare Holdings Inc.]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Closing Certificate as of April 18, 2025.

ARDENT HEALTHCARE HOLDINGS INC.

By: ________

Name: Graham Whitfield

Title: President

Date: April 18, 2025

Address for Notices:

Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, NY 10022

Attention: Graham Whitfield, President

CLOSING CERTIFICATE OF ARDENT HEALTHCARE HOLDINGS INC.
Delivered pursuant to Section 8.3(d) of the Stock Purchase Agreement, dated as of February 10, 2025 (the "Agreement"), by and among MedVance Health Systems, Inc. (the "Company"), each of the stockholders of the Company listed on Exhibit A thereto (collectively, the "Sellers"), Ardent Healthcare Holdings Inc. (the "Purchaser"), and Marcus Delgado, solely in his capacity as the Seller Representative
April 18, 2025
The undersigned, Graham Whitfield, is the President of Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"). Reference is made to that certain Stock Purchase Agreement, dated as of February 10, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among MedVance Health Systems, Inc., a Tennessee corporation (the "Company"), each of the stockholders of the Company listed on Exhibit A thereto (collectively, the "Sellers"), including Crestline Growth Equity Fund II LP, a Delaware limited partnership, Ryland Family Holdings LLC, a Tennessee limited liability company, and each of the management stockholders of the Company identified therein (the "Management Sellers"), the Purchaser, and Marcus Delgado, solely in his capacity as the representative of the Sellers (the "Seller Representative").
This Closing Certificate (this "Certificate") is being delivered by the undersigned on behalf of the Purchaser to the Sellers and the Seller Representative pursuant to Section 8.3(d) of the Agreement as a condition to the obligation of the Sellers to consummate the Closing (as defined in the Agreement) of the transactions contemplated by the Agreement on the date hereof, April 18, 2025 (the "Closing Date").
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. The undersigned, in his capacity as President of the Purchaser and not in his individual capacity, hereby certifies to the Sellers and the Seller Representative, on behalf of the Purchaser, as follows:
Section 1 — Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties of the Purchaser set forth in Article V of the Agreement is true and correct in all material respects as of the date hereof, April 18, 2025, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, that with respect to any representation or warranty of the Purchaser that is qualified by "materiality," "in all material respects," "Material Adverse Effect," or similar qualifications, such representation or warranty is true and correct in all respects (without giving duplicative effect to such materiality or Material Adverse Effect qualifier) as of the date hereof; and provided, further, that any representation or warranty that by its express terms speaks as of a specific date or period of time shall be true and correct in all material respects (or in all respects, in the case of representations and warranties so qualified by materiality, Material Adverse Effect, or similar qualifications) only as of such specified date or period of time.
Without limiting the generality of the foregoing, the undersigned further certifies that no event, change, development, occurrence, condition, or circumstance has occurred since February 10, 2025 (the date of the Agreement) that, individually or in the aggregate, has had, or would reasonably be expected to have, a Purchaser Material Adverse Effect (as defined in the Agreement). As of the Closing Date, the Purchaser continues to have the financial capacity, resources, and ability to perform all of its obligations under the Agreement, including, without limitation, the payment of the Purchase Price, and no event has occurred that would impair or prevent the Purchaser from consummating the transactions contemplated hereby.
Section 2 — Performance of Covenants
The undersigned hereby certifies that the Purchaser has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Purchaser at or prior to the Closing Date, April 18, 2025. Without limiting the generality of the foregoing, the Purchaser has performed and complied in all material respects with the following covenants and obligations:
(a) Delivery of the Closing Date Payment. The Purchaser has delivered, or caused to be delivered, by wire transfer of immediately available funds, the Closing Date Payment in an aggregate amount equal to Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), less the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) deposited with Continental Fiduciary Trust Company, in its capacity as escrow agent (the "Escrow Agent"), into escrow account number CFT-ESC-2025-00327 (the "Escrow Account"), in each case subject to the adjustments contemplated by, and calculated in accordance with, Section 2.4 of the Agreement, including the Estimated Working Capital Adjustment, the Estimated Indebtedness Adjustment, the Estimated Transaction Expense Adjustment, and the Estimated Cash Adjustment, each as set forth on the Estimated Closing Statement delivered by the Company to the Purchaser pursuant to Section 2.4(a) of the Agreement. The net Closing Date Payment delivered to the Paying Agent on behalf of the Sellers on the Closing Date has been calculated and paid in accordance with the applicable provisions of the Agreement, and appropriate payment instructions have been followed in all respects.
(b) Delivery of Purchaser Closing Deliverables. The Purchaser has delivered all Purchaser closing deliverables required to be delivered by the Purchaser at or prior to the Closing pursuant to Section 3.2 of the Agreement, including, without limitation, (i) a duly executed counterpart of this Certificate, (ii) a duly executed counterpart of the Escrow Agreement among the Purchaser, the Seller Representative, and the Escrow Agent, (iii) a certificate of good standing of the Purchaser issued by the Secretary of State of the State of Delaware, dated within five (5) Business Days of the Closing Date, (iv) a duly executed counterpart of the Transition Services Agreement, (v) a duly executed counterpart of each Ancillary Agreement to which the Purchaser is a party, and (vi) such other documents, instruments, and certificates as are required to be delivered by the Purchaser pursuant to the Agreement or as have been reasonably requested by the Sellers or the Seller Representative.
(c) Required Purchaser Consents and Approvals. The Purchaser has obtained all consents, approvals, authorizations, waivers, and orders from Governmental Authorities and other third parties that are required to be obtained by the Purchaser in connection with the authorization, execution, and delivery of the Agreement and the consummation of the transactions contemplated thereby, and all such consents, approvals, authorizations, waivers, and orders remain in full force and effect as of the Closing Date without the imposition of any Burdensome Condition (as defined in the Agreement).
Section 3 — Satisfaction of Conditions to Closing
The undersigned hereby certifies that each of the conditions precedent to the obligation of the Sellers to consummate the transactions contemplated by the Agreement, as set forth in Section 8.3 of the Agreement, has been duly satisfied (or, where expressly permissible under the Agreement, waived in writing by the Seller Representative on behalf of the Sellers) as of the Closing Date, including, without limitation, each of the following:
(a) Accuracy of Purchaser's Representations and Warranties. The representations and warranties of the Purchaser set forth in the Agreement are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, with the same force and effect as though made on and as of such date (except, in each case, for representations and warranties that by their terms speak as of a specific date, which are true and correct in all material respects, or in all respects as applicable, as of such specified date), as more fully described in Section 1 of this Certificate.
(b) Performance of Purchaser's Covenants. The Purchaser has performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by the Purchaser at or prior to the Closing Date, as more fully described in Section 2 of this Certificate.
(c) No Injunction or Prohibition. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other Governmental Order issued by any court of competent jurisdiction or other Governmental Authority, and no Law enacted, entered, promulgated, enforced, or deemed applicable after the date of the Agreement by any Governmental Authority, is in effect that prevents, enjoins, restrains, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by the Agreement. No Action has been commenced or is pending before any Governmental Authority seeking any such Governmental Order or seeking to impose any such restraint or prohibition.
(d) Hart-Scott-Rodino Antitrust Clearance. All applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated by the Agreement have expired or been terminated. Specifically, early termination of the applicable waiting period under the HSR Act was granted by the Federal Trade Commission on January 22, 2025, with respect to the notifications filed by the Purchaser and the Company under HSR Filing Reference No. HSR-2024-7231. No request for additional information or documentary material (a "Second Request") was issued in connection with such filing, and no conditions, limitations, or restrictions were imposed in connection with the grant of such early termination. As of the Closing Date, no antitrust or competition-related proceeding, investigation, or inquiry has been initiated or, to the knowledge of the Purchaser, threatened by the Federal Trade Commission, the United States Department of Justice, or any state attorney general in connection with the transactions contemplated by the Agreement.
(e) Healthcare Regulatory Approvals. All required healthcare regulatory approvals, including all state licensure transfer approvals necessary for the consummation of the transactions contemplated by the Agreement and the continued operation of the Company's healthcare facilities and programs following the Closing, have been duly obtained and remain in full force and effect as of the Closing Date without the imposition of any Burdensome Condition, including the following:
(i) Tennessee. The Tennessee Department of Health approved the change of ownership and transfer of applicable healthcare facility licenses on March 5, 2025, and such approval remains in full force and effect as of the Closing Date.
(ii) Alabama. The Alabama Department of Public Health approved the change of ownership and transfer of applicable healthcare facility licenses on March 18, 2025, and such approval remains in full force and effect as of the Closing Date.
(iii) Georgia. The Georgia Department of Community Health approved the change of ownership and transfer of applicable healthcare facility licenses on March 27, 2025, and such approval remains in full force and effect as of the Closing Date.
(iv) Kentucky. The Kentucky Cabinet for Health and Family Services approved the change of ownership and transfer of applicable healthcare facility licenses on April 10, 2025, and such approval remains in full force and effect as of the Closing Date.
No other state or federal healthcare regulatory approval or consent is required to be obtained as a condition to the Closing under the Agreement that has not been duly obtained, and to the knowledge of the Purchaser, no Governmental Authority has initiated or threatened any proceeding to revoke, suspend, condition, or modify any such approval.
(f) Financing. The Purchaser has obtained the financing contemplated by the Commitment Letter (as defined in the Agreement) and has caused the funding of the senior secured credit facilities on terms consistent with the Commitment Letter, pursuant to that certain Credit Agreement (Reference No. RNB-HC-2025-0418, dated as of April 18, 2025), by and among the Purchaser, as borrower, Ridgeline National Bank, N.A., as administrative agent and lead arranger (the "Administrative Agent"), and the other lenders party thereto from time to time (the "Credit Agreement"). The Credit Agreement provides for (I) a Term Loan B facility in an aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000), the proceeds of which have been funded in full as of the Closing Date and have been applied, together with equity contributions from the Purchaser's equityholders, to fund a portion of the Purchase Price and to pay fees, costs, and expenses incurred in connection with the transactions contemplated by the Agreement; and (II) a Revolving Credit Facility in an aggregate committed amount of Fifty Million Dollars ($50,000,000), which remains undrawn as of the Closing Date and is available for working capital, capital expenditure, and general corporate purposes of the Purchaser and its subsidiaries following the Closing. All conditions precedent to the initial borrowings under the Credit Agreement have been satisfied or waived, and the Administrative Agent has confirmed in writing to the Purchaser that the facilities are available for drawing in accordance with their terms.
(g) Deposit of Escrow Amount. The Escrow Amount in the amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) has been deposited by the Purchaser with the Escrow Agent in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof (the "Escrow Agreement"), by and among the Purchaser, the Seller Representative (on behalf of the Sellers), and the Escrow Agent. The Escrow Agent has confirmed receipt of the Escrow Amount into the Escrow Account and has acknowledged the establishment of the Escrow Account in accordance with the Escrow Agreement. The Escrow Amount shall be held, invested, and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of the Agreement.
Section 4 — No Legal Proceedings
The undersigned hereby certifies that, as of the date hereof, there is no Action (as defined in the Agreement), including any lawsuit, claim, arbitration, mediation, investigation, hearing, or other legal or administrative proceeding, pending or, to the knowledge of the Purchaser (after due inquiry), threatened in writing against the Purchaser or any of its Affiliates by any Person (including any Governmental Authority) that (a) seeks to prevent, materially delay, or materially impair the ability of the Purchaser to consummate the Closing or the other transactions contemplated by the Agreement, (b) challenges the validity or enforceability of the Agreement or any Ancillary Agreement, (c) seeks to impose material damages or other material relief in connection with the transactions contemplated by the Agreement, or (d) would otherwise reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. The Purchaser has not received any written notice from any Governmental Authority indicating an intention to commence any such Action.
Section 5 — Organizational Standing
The undersigned hereby certifies and confirms that:
(a) The Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by a certificate of good standing issued by the Secretary of State of the State of Delaware (DE File No. 7201548), a copy of which has been delivered to the Sellers and the Seller Representative in accordance with the terms of the Agreement.
(b) The Purchaser has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Certificate, the Agreement, the Escrow Agreement, and each other Ancillary Agreement to which the Purchaser is a party, and to consummate the transactions contemplated by the Agreement and such Ancillary Agreements.
(c) The execution, delivery, and performance of this Certificate, the Agreement, and each Ancillary Agreement to which the Purchaser is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Purchaser, including approval by the board of directors of the Purchaser, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution, delivery, or performance of this Certificate, the Agreement, or any Ancillary Agreement or to consummate the transactions contemplated thereby.
Section 6 — Reliance; No Other Representations
The undersigned acknowledges and confirms, on behalf of the Purchaser, that this Certificate is being delivered to the Sellers and the Seller Representative as an express condition to the obligations of the Sellers to consummate the Closing pursuant to Section 8.3(d) of the Agreement. The Sellers and the Seller Representative are entitled to rely upon the certifications, representations, and statements contained herein in connection with the Closing and in connection with the performance of their respective obligations under the Agreement.
Notwithstanding anything to the contrary contained in this Certificate, nothing in this Certificate shall be deemed to expand, limit, modify, or otherwise affect the representations, warranties, covenants, agreements, or obligations of the Purchaser as set forth in the Agreement, and this Certificate is delivered subject to all of the limitations, qualifications, and other provisions of the Agreement, including, without limitation, the provisions of Article X of the Agreement regarding survival, indemnification, and limitation of liability. This Certificate does not, and shall not be construed to, create any rights or obligations independent of or in addition to those set forth in the Agreement, except to the extent expressly provided herein.
Section 7 — Governing Law
This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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. The foregoing governing law provision is consistent with, and shall be interpreted in accordance with, Section 11.8 of the Agreement. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution procedures set forth in Section 11.9 of the Agreement.
[Signature Page to Closing Certificate of Ardent Healthcare Holdings Inc.]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Closing Certificate as of April 18, 2025.
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Graham Whitfield
Title: President
Date: April 18, 2025
Address for Notices:
Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, NY 10022
Attention: Graham Whitfield, President

CLOSING CERTIFICATE OF ARDENT HEALTHCARE HOLDINGS INC.

ARDENT HEALTHCARE HOLDINGS INC.

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