1001-00007 · Client 1001 · Closing

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CLOSING CERTIFICATE OF SELLER REPRESENTATIVE

Delivered Pursuant to the Stock Purchase Agreement Dated as of April 18, 2025

This Closing Certificate (this "Certificate") is delivered by Marcus Delgado, solely in his capacity as the Seller Representative (as defined below), to Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), pursuant to and in accordance with Section 8.2(c) of that certain Stock Purchase Agreement, dated as of February 10, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and among the Purchaser, MedVance Health Systems, Inc., a Delaware corporation (the "Company"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and certain management stockholders of the Company identified on Schedule A thereto and party thereto (together with Crestline and Ryland Holdings, each a "Seller" and collectively, the "Sellers"), and Marcus Delgado, solely in his capacity as the representative of the Sellers appointed in accordance with Section 11.14 of the Agreement (the "Seller Representative"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

The undersigned hereby delivers this Certificate on behalf of each Seller and the Company in satisfaction of the conditions to the obligations of the Purchaser to consummate the Closing as set forth in Article VIII of the Agreement (Conditions to Obligations of the Purchaser). The Seller Representative has made due inquiry and investigation as he has deemed necessary and appropriate in order to deliver the certifications contained herein and, based upon such inquiry and investigation, hereby certifies to the Purchaser as follows:

Section 1 — Bring-Down of Representations and Warranties of the Sellers

The Seller Representative hereby certifies that each of the representations and warranties of each Seller contained in Article IV of the Agreement (Representations and Warranties of the Sellers), including, without limitation, the representations and warranties relating to (i) organization and good standing of such Seller, (ii) authorization, execution, and delivery of the Agreement and the Ancillary Documents, (iii) ownership of capital stock of the Company, (iv) absence of conflicts, (v) required consents and approvals, (vi) absence of litigation, and (vii) brokerage and finder's fees, is true and correct in all 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 date hereof.

For purposes of determining the accuracy of such representations and warranties, all qualifications and exceptions contained therein relating to "materiality," "material," "in all material respects," or "Material Adverse Effect" (or words or phrases of similar import) shall be disregarded in their entirety, and each such representation and warranty shall be read as though such qualifications and exceptions were not included therein; provided, however, that, after giving effect to such disregard, the failure of any such representation or warranty to be true and correct shall not be deemed a breach of this Section 1 unless such failure, individually or in the aggregate with all other such failures, would reasonably be expected to have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by the Agreement, to perform its obligations thereunder, or to transfer to the Purchaser good, valid, and marketable title to the shares of capital stock of the Company held by such Seller, free and clear of all Liens (other than restrictions arising under applicable securities laws).

To the extent that any representation or warranty of a Seller contained in Article IV of the Agreement expressly relates to an earlier date, including, without limitation, representations and warranties made as of the date of the Agreement (February 10, 2025) or any other specified date, such representation and warranty is certified to be true and correct as of such earlier date, subject to the same bring-down standard and materiality disregard described in the immediately preceding paragraph.

The applicable bring-down standard set forth herein is consistent with, and delivered in satisfaction of, the condition to Closing set forth in Section 8.2(a)(i) of the Agreement, which requires that the representations and warranties of the Sellers be true and correct in all respects (subject to the foregoing materiality disregard and qualification) as of the Closing Date.

Section 2 — Bring-Down of Representations and Warranties of the Company

The Seller Representative hereby certifies that each of the representations and warranties of the Company contained in Article III of the Agreement (Representations and Warranties of the Company), including, without limitation, the representations and warranties relating to (i) organization, good standing, and qualification of the Company and its Subsidiaries, (ii) capitalization, (iii) authorization, execution, and delivery, (iv) absence of conflicts and required consents, (v) financial statements and absence of undisclosed liabilities, (vi) absence of certain changes or events, (vii) compliance with applicable laws and healthcare regulatory requirements, (viii) material contracts, (ix) real property and personal property, (x) intellectual property, (xi) employee benefit plans and ERISA matters, (xii) labor and employment matters, (xiii) tax matters, (xiv) environmental matters, (xv) insurance, (xvi) related party transactions, (xvii) healthcare regulatory compliance including Medicare and Medicaid program participation, (xviii) medical staff matters, (xix) sufficiency of assets, and (xx) anti-corruption and sanctions compliance, is true and correct in all 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 date hereof.

For purposes of determining the accuracy of such representations and warranties, all qualifications and exceptions contained therein relating to "materiality," "material," "in all material respects," "Material Adverse Effect," or "Company Material Adverse Effect" (or words or phrases of similar import) shall be disregarded in their entirety, and each such representation and warranty shall be read as though such qualifications and exceptions were not included therein; provided, however, that, after giving effect to such disregard, the failure of any such representation or warranty to be true and correct shall not be deemed a breach of this Section 2 unless such failure, individually or in the aggregate with all other such failures, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect as defined in Section 1.1 of the Agreement.

To the extent that any representation or warranty of the Company contained in Article III of the Agreement expressly relates to an earlier date, including, without limitation, representations and warranties made as of the date of the Agreement (February 10, 2025), representations made as of the date of the most recent balance sheet included in the Financial Statements, or any other specified date, such representation and warranty is certified to be true and correct as of such earlier date, subject to the same bring-down standard and materiality disregard described in the immediately preceding paragraph.

The Seller Representative further certifies that, since the date of the Agreement (February 10, 2025) through and including the date hereof, no Company Material Adverse Effect has occurred. Without limiting the generality of the foregoing, no event, change, effect, development, state of facts, condition, circumstance, or occurrence has arisen or come to the attention of the Seller Representative that, individually or in the aggregate, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect.

Section 3 — Performance of Covenants and Agreements

The Seller Representative hereby certifies that each Seller and the Company have duly performed and complied in all material respects with all of the covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Seller or the Company, as applicable, at or prior to the Closing, including, without limitation, the following:

(a) Conduct of Business; Interim Operating Covenants. The Company has conducted its business in all material respects in the ordinary course of business consistent with past practice during the period from February 10, 2025 through the date hereof, and the Company has complied in all material respects with the pre-closing covenants regarding the conduct of the Company's business set forth in Section 6.1 of the Agreement, including, without limitation, the restrictions on (i) amending the Company's organizational documents, (ii) issuing, selling, or encumbering any shares of capital stock or other equity interests of the Company, (iii) declaring or paying any dividends or other distributions, (iv) incurring indebtedness in excess of the thresholds specified therein, (v) making capital expenditures in excess of the amounts contemplated by the Company's capital expenditure budget previously delivered to the Purchaser, (vi) entering into, amending, terminating, or waiving any rights under any material contract outside the ordinary course of business, (vii) hiring, terminating, or modifying the compensation or benefits of any senior employee, (viii) settling or compromising any material litigation or claims, (ix) making any material change in accounting methods or practices except as required by GAAP, and (x) taking any action that would give rise to the obligation to make any notification or disclosure under the Agreement.

(b) Cooperation with Financing. The Company and each Seller have cooperated in all material respects with the Purchaser's efforts to obtain the financing contemplated by the Commitment Letter, including the Term Loan B facility in the aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000) and the Revolving Credit Facility in the aggregate available amount of Fifty Million Dollars ($50,000,000), in each case to be provided by Ridgeline National Bank, N.A. (acting as Administrative Agent and Collateral Agent) and Pinnacle Commercial Credit Corp. (as Co-Lender), as more fully described in Section 6.11 of the Agreement. Such cooperation has included, without limitation, (i) making available appropriate officers and employees of the Company for meetings, due diligence sessions, and presentations to the lenders, (ii) furnishing financial statements, projections, and other information reasonably requested by the lenders, (iii) obtaining comfort letters from the Company's independent auditors, (iv) assisting in the preparation of offering documents and information memoranda, and (v) facilitating the execution of customary closing documents and certificates required by the lenders.

(c) Third-Party Consents and Governmental Approvals. The Company and the Sellers have delivered, or caused to be delivered, all third-party consents and governmental approvals required to be obtained at or prior to the Closing pursuant to Section 6.3 of the Agreement, as more fully described in Section 6 of this Certificate.

(d) Cooperation with R&W Insurance Policy. The Company and the Sellers have cooperated in all material respects with the Purchaser in connection with the procurement and issuance of the representations and warranties insurance policy (Policy No. NSI-POLI-2025-04418) issued by Northbridge Specialty Insurance Company, including, without limitation, (i) providing access to the Company's books, records, and personnel for purposes of the insurer's underwriting review and due diligence, (ii) responding to supplemental diligence requests from Northbridge Specialty Insurance Company and its underwriting counsel, (iii) participating in underwriting calls and interviews, and (iv) delivering such additional information as was reasonably requested by Northbridge Specialty Insurance Company in connection with the binding of such policy.

(e) Non-Solicitation and Exclusivity. Each Seller and the Company have complied in all material respects with the non-solicitation and exclusivity obligations set forth in Section 6.6 of the Agreement from and after the date of the Agreement through the Closing Date, and no Seller, the Company, or any of their respective Representatives has, directly or indirectly, (i) solicited, initiated, encouraged, or facilitated any inquiry, proposal, or offer from any Person (other than the Purchaser) relating to any Acquisition Proposal, (ii) participated in any discussions or negotiations with any Person (other than the Purchaser) regarding any Acquisition Proposal, or (iii) provided any non-public information concerning the Company or any of its Subsidiaries to any Person (other than the Purchaser and its Representatives) in connection with any Acquisition Proposal.

(f) Tax-Related Covenants. The Company has complied in all material respects with all tax-related covenants set forth in Section 6.8 of the Agreement through the Closing Date, including, without limitation, (i) the timely preparation and filing of all Tax Returns required to be filed by the Company on or prior to the Closing Date (or the valid extension of the time for filing thereof), (ii) the timely payment of all Taxes due and payable on or prior to the Closing Date, (iii) the maintenance of all books and records related to Taxes in the ordinary course of business, and (iv) the abstention from making or revoking any material Tax election, amending any Tax Return, settling or compromising any Tax claim or assessment, or changing any accounting method for Tax purposes without the prior written consent of the Purchaser.

Section 4 — Absence of Legal Proceedings

The Seller Representative hereby certifies that, as of the date hereof, no action, suit, claim, proceeding, arbitration, or investigation by any Governmental Authority or any other Person is pending, or, to the Knowledge of the Seller Representative (after due inquiry), threatened against the Company, any Seller, or any of their respective Affiliates, that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Agreement, including the purchase and sale of the Shares, the financing transactions, or the other transactions described in the Agreement and the Ancillary Documents, or (b) would reasonably be expected to result in a Company Material Adverse Effect.

The Seller Representative acknowledges and confirms that the following litigation matters, each of which was previously disclosed to the Purchaser in Schedule 3.10 (Litigation) to the Disclosure Schedules delivered pursuant to the Agreement, remain pending as of the date hereof:

(i) Martinez v. MedVance Health Systems, Inc. et al., Case No. 2024-CV-03291, Circuit Court of Davidson County, Tennessee — a medical malpractice action alleging negligent post-operative care with a claimed exposure of approximately Two Million Five Hundred Thousand Dollars ($2,500,000); and

(ii) Estate of Williams v. MedVance Health Systems, Inc. et al., Case No. 2024-CV-04107, Circuit Court of Jefferson County, Alabama — a medical malpractice and wrongful death action with a claimed exposure of approximately One Million Seven Hundred Thousand Dollars ($1,700,000).

The aggregate claimed exposure of the foregoing litigation matters is approximately Four Million Two Hundred Thousand Dollars ($4,200,000). The Seller Representative confirms that the Company has established reserves in the aggregate amount of Four Million Two Hundred Thousand Dollars ($4,200,000) for such matters in the Company's financial statements and that the Company's management and outside counsel believe that such reserves are adequate and consistent with GAAP. The existence and pendency of the foregoing matters does not constitute a breach of any representation or warranty contained in the Agreement, nor does it give rise to a failure of any condition to the Closing set forth in Article VIII of the Agreement. Neither of the foregoing matters, individually or in the aggregate, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect.

Section 5 — No Company Material Adverse Effect

The Seller Representative hereby certifies that, since the date of the Agreement (February 10, 2025) through and including the date hereof (April 18, 2025), no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect (as such term is defined in Section 1.1 of the Agreement). Without limiting the generality of the foregoing, the Seller Representative confirms that, during the period since the date of the Agreement, the Company and its Subsidiaries have continued to operate in the ordinary course of business consistent with past practice, the Company has not experienced any material adverse change in its financial condition, results of operations, business, assets, or prospects, and no fact, circumstance, or condition has come to the Knowledge of the Seller Representative that would reasonably be expected to give rise to a Company Material Adverse Effect.

Section 6 — Governmental and Regulatory Approvals

The Seller Representative hereby certifies that all governmental and regulatory approvals, consents, authorizations, orders, permits, filings, and notifications required to be obtained or made in connection with the consummation of the transactions contemplated by the Agreement have been duly obtained or made, are in full force and effect, and are not subject to any pending appeal, reconsideration, or revocation, including, without limitation, the following:

(a) Hart-Scott-Rodino Act. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by the Agreement expired by virtue of early termination granted by the Federal Trade Commission on January 22, 2025 (Filing Reference No. HSR-2024-7231). No request for additional information or documentary material (a "Second Request") was issued by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice in connection with such filing.

(b) Tennessee Department of Health. The Tennessee Department of Health issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the State of Tennessee on March 5, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).

(c) Alabama Department of Public Health. The Alabama Department of Public Health (Division of Health Care Facilities) issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the State of Alabama on March 18, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).

(d) Georgia Department of Community Health. The Georgia Department of Community Health (Healthcare Facility Regulation Division) issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the State of Georgia on March 27, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).

(e) Kentucky Cabinet for Health and Family Services. The Kentucky Cabinet for Health and Family Services (Office of Inspector General, Division of Health Care) issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the Commonwealth of Kentucky on April 10, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).

The Seller Representative further certifies that no Governmental Authority has imposed, or informed the Seller Representative, the Company, or any Seller that it intends to impose, any Burdensome Condition (as defined in the Agreement) or any other condition, restriction, limitation, requirement, or obligation in connection with the granting of any such governmental or regulatory approval that would (i) constitute a failure of any condition to the Closing set forth in Article VIII of the Agreement, (ii) reasonably be expected to have a Company Material Adverse Effect, or (iii) require any divestiture, hold-separate arrangement, behavioral remedy, or other undertaking by the Company, any Seller, or the Purchaser.

Section 7 — Delivery of Closing Deliverables

The Seller Representative hereby certifies that the Sellers and the Company have delivered, or stand ready to deliver concurrently with the Closing and the funding of the aggregate purchase price, all of the closing deliverables required to be delivered by or on behalf of the Sellers and the Company under Section 2.4 of the Agreement (Sellers' Closing Deliverables), including, without limitation, the following:

(a) Stock Certificates. Original stock certificates representing one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company (consisting of 10,000,000 shares of Common Stock, par value $0.001 per share), duly endorsed in blank or accompanied by duly executed stock powers, with all necessary stock transfer tax stamps affixed thereto, sufficient to transfer to the Purchaser good, valid, and marketable title to such shares, free and clear of all Liens (other than restrictions under applicable securities laws).

(b) Payoff Letter and Lien Releases. A payoff letter from Granton Savings Bank, N.A., in form and substance reasonably satisfactory to the Purchaser, confirming (i) the outstanding aggregate principal amount, accrued and unpaid interest, prepayment premiums (if any), and all other amounts required to pay in full the existing Company indebtedness under that certain Credit Agreement, dated as of June 15, 2021, as amended, by and between the Company and Granton Savings Bank, N.A. (the "Existing Credit Agreement"), which aggregate payoff amount is Forty-One Million Three Hundred Thousand Dollars ($41,300,000) as of the Closing Date, and (ii) that, upon receipt of such payoff amount, Granton Savings Bank, N.A. shall release all Liens securing such indebtedness and shall deliver duly executed UCC-3 termination statements, mortgage releases, and such other instruments as are necessary to evidence such release.

(c) FIRPTA Certificates. A certificate of non-foreign status from each Seller, duly executed and delivered, in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2), certifying that such Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), together with evidence of delivery of copies thereof to the Internal Revenue Service as and to the extent required by applicable law.

(d) Good Standing Certificates. (i) A certificate of good standing (or equivalent certificate) for the Company issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) Business Days prior to the Closing Date, and (ii) a certificate of good standing (or equivalent certificate) for the Company issued by the Secretary of State of the State of Tennessee, dated no earlier than five (5) Business Days prior to the Closing Date.

(e) Officer's Certificate. A certificate of the Company, dated as of the Closing Date, executed by Daniel Burch, in his capacity as Chief Executive Officer of the Company, and Angela Moretti, in her capacity as Chief Financial Officer of the Company, certifying as to the accuracy of the representations and warranties of the Company, the performance of the Company's covenants and agreements, and the satisfaction of the conditions to Closing from the Company's perspective, in each case in the form contemplated by Section 8.2(d) of the Agreement.

(f) Secretary's Certificate. A certificate of the Secretary (or an Assistant Secretary) of the Company, dated as of the Closing Date, certifying and attaching (i) true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery, and performance of the Agreement and the Ancillary Documents and the consummation of the transactions contemplated thereby, (ii) a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date, (iii) a true, correct, and complete copy of the Bylaws of the Company, as amended and in effect as of the Closing Date, and (iv) an incumbency certificate identifying the name, title, and specimen signature of each officer of the Company authorized to execute and deliver the Agreement, the Ancillary Documents, and any other documents to be delivered in connection with the Closing.

(g) Resignations of Directors and Officers. Written resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries identified by the Purchaser in writing to the Seller Representative no later than three (3) Business Days prior to the Closing Date, in each case in form and substance reasonably satisfactory to the Purchaser.

(h) Escrow Agreement. The Escrow Agreement, dated as of the Closing Date, by and among the Purchaser, the Seller Representative, and Continental Fiduciary Trust Company, as escrow agent (Escrow Account No. CFT-ESC-2025-00327), duly executed and delivered by the Seller Representative and Continental Fiduciary Trust Company, providing for the deposit into escrow of the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) from the aggregate purchase price at Closing to be held and disbursed in accordance with the terms of the Agreement and the Escrow Agreement.

(i) Estimated Closing Working Capital Statement. The estimated Closing Working Capital statement prepared and delivered by the Company in accordance with Section 2.5(a) of the Agreement, setting forth the Company's good faith estimate of the Closing Working Capital as of the Effective Time, which estimate reflects Closing Working Capital of approximately Thirty-Five Million One Hundred Thousand Dollars ($35,100,000). The Seller Representative confirms that such estimated Closing Working Capital is within the ±$2,000,000 collar of the Target Working Capital of Thirty-Four Million Five Hundred Thousand Dollars ($34,500,000) set forth in Section 2.5 of the Agreement, and has been prepared in accordance with the Accounting Principles and methodologies specified on Exhibit D to the Agreement.

(j) D&O Tail Insurance Policy. Evidence of the procurement by the Company, effective as of the Closing, of a directors' and officers' liability insurance "tail" policy issued by Sentinel Indemnity Group providing coverage for a period of six (6) years following the Closing Date on terms no less favorable than the Company's existing directors' and officers' liability insurance policy, with a one-time premium of Four Hundred Eighty-Five Thousand Dollars ($485,000), in satisfaction of the obligations set forth in Section 6.9 of the Agreement.

(k) Third-Party and Contractual Consents. All third-party and contractual consents required to be obtained at or prior to the Closing pursuant to Section 6.3 of the Agreement and as set forth on Schedule 3.4 (Required Consents) to the Disclosure Schedules, including, without limitation, consents under material contracts, lease agreements, and joint venture arrangements identified therein.

(l) Seller Representative Agreement / Power of Attorney Confirmations. Confirmations from each Seller, duly executed and delivered, confirming the appointment of Marcus Delgado as Seller Representative and the grant of the irrevocable power of attorney in favor of the Seller Representative, in each case as set forth in Section 11.14 of the Agreement, together with such additional evidence of such appointment and authority as the Purchaser has reasonably requested.

Section 8 — Reliance; No Other Representations

This Certificate is being delivered to the Purchaser solely to satisfy the conditions to the obligations of the Purchaser to consummate the Closing as set forth in Sections 8.2(c) and 8.2(d) of the Agreement. The Seller Representative understands and acknowledges that the Purchaser is relying, and will continue to rely, on the certifications, statements, and confirmations contained herein in determining whether to consummate the Closing and in consummating the transactions contemplated by the Agreement.

Notwithstanding the foregoing, this Certificate shall not be deemed to expand, limit, modify, qualify, or otherwise affect in any way the representations, warranties, covenants, agreements, obligations, or other provisions set forth in the Agreement or in any Ancillary Document, nor shall this Certificate create any obligation, liability, or right of action on the part of any Person beyond those expressly set forth in the Agreement. The rights and remedies of the Purchaser with respect to any breach or inaccuracy of any certification contained herein shall be governed solely by, and subject to the limitations and procedures set forth in, the Agreement (including, without limitation, Article X thereof (Indemnification)), the Escrow Agreement, and the representations and warranties insurance policy referenced herein.

Section 9 — 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 principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in Section 11.8 of the Agreement.

Section 10 — Defined Terms

All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

[Signature Page Follows]

SIGNATURE PAGE TO CLOSING CERTIFICATE OF SELLER REPRESENTATIVE

IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above, solely in his capacity as the Seller Representative under the Stock Purchase Agreement, and not in his individual capacity.

SELLER REPRESENTATIVE:

________________________________________

Name: Marcus Delgado

Title: Seller Representative

Date: April 18, 2025

Address for Notices to the Seller Representative:

c/o Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, MA 02116

Attention: Marcus Delgado

Telephone: (617) 555-0184

Email: m.delgado@crestlinegrowth.com

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

Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, TN 37201

Attention: Rebecca Whitaker, Esq.

Telephone: (615) 555-0293

Email: rwhitaker@wpslaw.com

CLOSING CERTIFICATE OF SELLER REPRESENTATIVE
Delivered Pursuant to the Stock Purchase Agreement Dated as of April 18, 2025
This Closing Certificate (this "Certificate") is delivered by Marcus Delgado, solely in his capacity as the Seller Representative (as defined below), to Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), pursuant to and in accordance with Section 8.2(c) of that certain Stock Purchase Agreement, dated as of February 10, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and among the Purchaser, MedVance Health Systems, Inc., a Delaware corporation (the "Company"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and certain management stockholders of the Company identified on Schedule A thereto and party thereto (together with Crestline and Ryland Holdings, each a "Seller" and collectively, the "Sellers"), and Marcus Delgado, solely in his capacity as the representative of the Sellers appointed in accordance with Section 11.14 of the Agreement (the "Seller Representative"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
The undersigned hereby delivers this Certificate on behalf of each Seller and the Company in satisfaction of the conditions to the obligations of the Purchaser to consummate the Closing as set forth in Article VIII of the Agreement (Conditions to Obligations of the Purchaser). The Seller Representative has made due inquiry and investigation as he has deemed necessary and appropriate in order to deliver the certifications contained herein and, based upon such inquiry and investigation, hereby certifies to the Purchaser as follows:
Section 1 — Bring-Down of Representations and Warranties of the Sellers
The Seller Representative hereby certifies that each of the representations and warranties of each Seller contained in Article IV of the Agreement (Representations and Warranties of the Sellers), including, without limitation, the representations and warranties relating to (i) organization and good standing of such Seller, (ii) authorization, execution, and delivery of the Agreement and the Ancillary Documents, (iii) ownership of capital stock of the Company, (iv) absence of conflicts, (v) required consents and approvals, (vi) absence of litigation, and (vii) brokerage and finder's fees, is true and correct in all 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 date hereof.
For purposes of determining the accuracy of such representations and warranties, all qualifications and exceptions contained therein relating to "materiality," "material," "in all material respects," or "Material Adverse Effect" (or words or phrases of similar import) shall be disregarded in their entirety, and each such representation and warranty shall be read as though such qualifications and exceptions were not included therein; provided, however, that, after giving effect to such disregard, the failure of any such representation or warranty to be true and correct shall not be deemed a breach of this Section 1 unless such failure, individually or in the aggregate with all other such failures, would reasonably be expected to have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by the Agreement, to perform its obligations thereunder, or to transfer to the Purchaser good, valid, and marketable title to the shares of capital stock of the Company held by such Seller, free and clear of all Liens (other than restrictions arising under applicable securities laws).
To the extent that any representation or warranty of a Seller contained in Article IV of the Agreement expressly relates to an earlier date, including, without limitation, representations and warranties made as of the date of the Agreement (February 10, 2025) or any other specified date, such representation and warranty is certified to be true and correct as of such earlier date, subject to the same bring-down standard and materiality disregard described in the immediately preceding paragraph.
The applicable bring-down standard set forth herein is consistent with, and delivered in satisfaction of, the condition to Closing set forth in Section 8.2(a)(i) of the Agreement, which requires that the representations and warranties of the Sellers be true and correct in all respects (subject to the foregoing materiality disregard and qualification) as of the Closing Date.
Section 2 — Bring-Down of Representations and Warranties of the Company
The Seller Representative hereby certifies that each of the representations and warranties of the Company contained in Article III of the Agreement (Representations and Warranties of the Company), including, without limitation, the representations and warranties relating to (i) organization, good standing, and qualification of the Company and its Subsidiaries, (ii) capitalization, (iii) authorization, execution, and delivery, (iv) absence of conflicts and required consents, (v) financial statements and absence of undisclosed liabilities, (vi) absence of certain changes or events, (vii) compliance with applicable laws and healthcare regulatory requirements, (viii) material contracts, (ix) real property and personal property, (x) intellectual property, (xi) employee benefit plans and ERISA matters, (xii) labor and employment matters, (xiii) tax matters, (xiv) environmental matters, (xv) insurance, (xvi) related party transactions, (xvii) healthcare regulatory compliance including Medicare and Medicaid program participation, (xviii) medical staff matters, (xix) sufficiency of assets, and (xx) anti-corruption and sanctions compliance, is true and correct in all 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 date hereof.
For purposes of determining the accuracy of such representations and warranties, all qualifications and exceptions contained therein relating to "materiality," "material," "in all material respects," "Material Adverse Effect," or "Company Material Adverse Effect" (or words or phrases of similar import) shall be disregarded in their entirety, and each such representation and warranty shall be read as though such qualifications and exceptions were not included therein; provided, however, that, after giving effect to such disregard, the failure of any such representation or warranty to be true and correct shall not be deemed a breach of this Section 2 unless such failure, individually or in the aggregate with all other such failures, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect as defined in Section 1.1 of the Agreement.
To the extent that any representation or warranty of the Company contained in Article III of the Agreement expressly relates to an earlier date, including, without limitation, representations and warranties made as of the date of the Agreement (February 10, 2025), representations made as of the date of the most recent balance sheet included in the Financial Statements, or any other specified date, such representation and warranty is certified to be true and correct as of such earlier date, subject to the same bring-down standard and materiality disregard described in the immediately preceding paragraph.
The Seller Representative further certifies that, since the date of the Agreement (February 10, 2025) through and including the date hereof, no Company Material Adverse Effect has occurred. Without limiting the generality of the foregoing, no event, change, effect, development, state of facts, condition, circumstance, or occurrence has arisen or come to the attention of the Seller Representative that, individually or in the aggregate, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect.
Section 3 — Performance of Covenants and Agreements
The Seller Representative hereby certifies that each Seller and the Company have duly performed and complied in all material respects with all of the covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Seller or the Company, as applicable, at or prior to the Closing, including, without limitation, the following:
(a) Conduct of Business; Interim Operating Covenants. The Company has conducted its business in all material respects in the ordinary course of business consistent with past practice during the period from February 10, 2025 through the date hereof, and the Company has complied in all material respects with the pre-closing covenants regarding the conduct of the Company's business set forth in Section 6.1 of the Agreement, including, without limitation, the restrictions on (i) amending the Company's organizational documents, (ii) issuing, selling, or encumbering any shares of capital stock or other equity interests of the Company, (iii) declaring or paying any dividends or other distributions, (iv) incurring indebtedness in excess of the thresholds specified therein, (v) making capital expenditures in excess of the amounts contemplated by the Company's capital expenditure budget previously delivered to the Purchaser, (vi) entering into, amending, terminating, or waiving any rights under any material contract outside the ordinary course of business, (vii) hiring, terminating, or modifying the compensation or benefits of any senior employee, (viii) settling or compromising any material litigation or claims, (ix) making any material change in accounting methods or practices except as required by GAAP, and (x) taking any action that would give rise to the obligation to make any notification or disclosure under the Agreement.
(b) Cooperation with Financing. The Company and each Seller have cooperated in all material respects with the Purchaser's efforts to obtain the financing contemplated by the Commitment Letter, including the Term Loan B facility in the aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000) and the Revolving Credit Facility in the aggregate available amount of Fifty Million Dollars ($50,000,000), in each case to be provided by Ridgeline National Bank, N.A. (acting as Administrative Agent and Collateral Agent) and Pinnacle Commercial Credit Corp. (as Co-Lender), as more fully described in Section 6.11 of the Agreement. Such cooperation has included, without limitation, (i) making available appropriate officers and employees of the Company for meetings, due diligence sessions, and presentations to the lenders, (ii) furnishing financial statements, projections, and other information reasonably requested by the lenders, (iii) obtaining comfort letters from the Company's independent auditors, (iv) assisting in the preparation of offering documents and information memoranda, and (v) facilitating the execution of customary closing documents and certificates required by the lenders.
(c) Third-Party Consents and Governmental Approvals. The Company and the Sellers have delivered, or caused to be delivered, all third-party consents and governmental approvals required to be obtained at or prior to the Closing pursuant to Section 6.3 of the Agreement, as more fully described in Section 6 of this Certificate.
(d) Cooperation with R&W Insurance Policy. The Company and the Sellers have cooperated in all material respects with the Purchaser in connection with the procurement and issuance of the representations and warranties insurance policy (Policy No. NSI-POLI-2025-04418) issued by Northbridge Specialty Insurance Company, including, without limitation, (i) providing access to the Company's books, records, and personnel for purposes of the insurer's underwriting review and due diligence, (ii) responding to supplemental diligence requests from Northbridge Specialty Insurance Company and its underwriting counsel, (iii) participating in underwriting calls and interviews, and (iv) delivering such additional information as was reasonably requested by Northbridge Specialty Insurance Company in connection with the binding of such policy.
(e) Non-Solicitation and Exclusivity. Each Seller and the Company have complied in all material respects with the non-solicitation and exclusivity obligations set forth in Section 6.6 of the Agreement from and after the date of the Agreement through the Closing Date, and no Seller, the Company, or any of their respective Representatives has, directly or indirectly, (i) solicited, initiated, encouraged, or facilitated any inquiry, proposal, or offer from any Person (other than the Purchaser) relating to any Acquisition Proposal, (ii) participated in any discussions or negotiations with any Person (other than the Purchaser) regarding any Acquisition Proposal, or (iii) provided any non-public information concerning the Company or any of its Subsidiaries to any Person (other than the Purchaser and its Representatives) in connection with any Acquisition Proposal.
(f) Tax-Related Covenants. The Company has complied in all material respects with all tax-related covenants set forth in Section 6.8 of the Agreement through the Closing Date, including, without limitation, (i) the timely preparation and filing of all Tax Returns required to be filed by the Company on or prior to the Closing Date (or the valid extension of the time for filing thereof), (ii) the timely payment of all Taxes due and payable on or prior to the Closing Date, (iii) the maintenance of all books and records related to Taxes in the ordinary course of business, and (iv) the abstention from making or revoking any material Tax election, amending any Tax Return, settling or compromising any Tax claim or assessment, or changing any accounting method for Tax purposes without the prior written consent of the Purchaser.
Section 4 — Absence of Legal Proceedings
The Seller Representative hereby certifies that, as of the date hereof, no action, suit, claim, proceeding, arbitration, or investigation by any Governmental Authority or any other Person is pending, or, to the Knowledge of the Seller Representative (after due inquiry), threatened against the Company, any Seller, or any of their respective Affiliates, that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Agreement, including the purchase and sale of the Shares, the financing transactions, or the other transactions described in the Agreement and the Ancillary Documents, or (b) would reasonably be expected to result in a Company Material Adverse Effect.
The Seller Representative acknowledges and confirms that the following litigation matters, each of which was previously disclosed to the Purchaser in Schedule 3.10 (Litigation) to the Disclosure Schedules delivered pursuant to the Agreement, remain pending as of the date hereof:
(i) Martinez v. MedVance Health Systems, Inc. et al., Case No. 2024-CV-03291, Circuit Court of Davidson County, Tennessee — a medical malpractice action alleging negligent post-operative care with a claimed exposure of approximately Two Million Five Hundred Thousand Dollars ($2,500,000); and
(ii) Estate of Williams v. MedVance Health Systems, Inc. et al., Case No. 2024-CV-04107, Circuit Court of Jefferson County, Alabama — a medical malpractice and wrongful death action with a claimed exposure of approximately One Million Seven Hundred Thousand Dollars ($1,700,000).
The aggregate claimed exposure of the foregoing litigation matters is approximately Four Million Two Hundred Thousand Dollars ($4,200,000). The Seller Representative confirms that the Company has established reserves in the aggregate amount of Four Million Two Hundred Thousand Dollars ($4,200,000) for such matters in the Company's financial statements and that the Company's management and outside counsel believe that such reserves are adequate and consistent with GAAP. The existence and pendency of the foregoing matters does not constitute a breach of any representation or warranty contained in the Agreement, nor does it give rise to a failure of any condition to the Closing set forth in Article VIII of the Agreement. Neither of the foregoing matters, individually or in the aggregate, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect.
Section 5 — No Company Material Adverse Effect
The Seller Representative hereby certifies that, since the date of the Agreement (February 10, 2025) through and including the date hereof (April 18, 2025), no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has constituted or would reasonably be expected to constitute a Company Material Adverse Effect (as such term is defined in Section 1.1 of the Agreement). Without limiting the generality of the foregoing, the Seller Representative confirms that, during the period since the date of the Agreement, the Company and its Subsidiaries have continued to operate in the ordinary course of business consistent with past practice, the Company has not experienced any material adverse change in its financial condition, results of operations, business, assets, or prospects, and no fact, circumstance, or condition has come to the Knowledge of the Seller Representative that would reasonably be expected to give rise to a Company Material Adverse Effect.
Section 6 — Governmental and Regulatory Approvals
The Seller Representative hereby certifies that all governmental and regulatory approvals, consents, authorizations, orders, permits, filings, and notifications required to be obtained or made in connection with the consummation of the transactions contemplated by the Agreement have been duly obtained or made, are in full force and effect, and are not subject to any pending appeal, reconsideration, or revocation, including, without limitation, the following:
(a) Hart-Scott-Rodino Act. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by the Agreement expired by virtue of early termination granted by the Federal Trade Commission on January 22, 2025 (Filing Reference No. HSR-2024-7231). No request for additional information or documentary material (a "Second Request") was issued by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice in connection with such filing.
(b) Tennessee Department of Health. The Tennessee Department of Health issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the State of Tennessee on March 5, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).
(c) Alabama Department of Public Health. The Alabama Department of Public Health (Division of Health Care Facilities) issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the State of Alabama on March 18, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).
(d) Georgia Department of Community Health. The Georgia Department of Community Health (Healthcare Facility Regulation Division) issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the State of Georgia on March 27, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).
(e) Kentucky Cabinet for Health and Family Services. The Kentucky Cabinet for Health and Family Services (Office of Inspector General, Division of Health Care) issued its approval of the licensure transfer for the Company's licensed healthcare facilities operating in the Commonwealth of Kentucky on April 10, 2025, and such approval is in full force and effect and is not subject to any conditions, limitations, or restrictions (other than standard conditions of general applicability).
The Seller Representative further certifies that no Governmental Authority has imposed, or informed the Seller Representative, the Company, or any Seller that it intends to impose, any Burdensome Condition (as defined in the Agreement) or any other condition, restriction, limitation, requirement, or obligation in connection with the granting of any such governmental or regulatory approval that would (i) constitute a failure of any condition to the Closing set forth in Article VIII of the Agreement, (ii) reasonably be expected to have a Company Material Adverse Effect, or (iii) require any divestiture, hold-separate arrangement, behavioral remedy, or other undertaking by the Company, any Seller, or the Purchaser.
Section 7 — Delivery of Closing Deliverables
The Seller Representative hereby certifies that the Sellers and the Company have delivered, or stand ready to deliver concurrently with the Closing and the funding of the aggregate purchase price, all of the closing deliverables required to be delivered by or on behalf of the Sellers and the Company under Section 2.4 of the Agreement (Sellers' Closing Deliverables), including, without limitation, the following:
(a) Stock Certificates. Original stock certificates representing one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company (consisting of 10,000,000 shares of Common Stock, par value $0.001 per share), duly endorsed in blank or accompanied by duly executed stock powers, with all necessary stock transfer tax stamps affixed thereto, sufficient to transfer to the Purchaser good, valid, and marketable title to such shares, free and clear of all Liens (other than restrictions under applicable securities laws).
(b) Payoff Letter and Lien Releases. A payoff letter from Granton Savings Bank, N.A., in form and substance reasonably satisfactory to the Purchaser, confirming (i) the outstanding aggregate principal amount, accrued and unpaid interest, prepayment premiums (if any), and all other amounts required to pay in full the existing Company indebtedness under that certain Credit Agreement, dated as of June 15, 2021, as amended, by and between the Company and Granton Savings Bank, N.A. (the "Existing Credit Agreement"), which aggregate payoff amount is Forty-One Million Three Hundred Thousand Dollars ($41,300,000) as of the Closing Date, and (ii) that, upon receipt of such payoff amount, Granton Savings Bank, N.A. shall release all Liens securing such indebtedness and shall deliver duly executed UCC-3 termination statements, mortgage releases, and such other instruments as are necessary to evidence such release.
(c) FIRPTA Certificates. A certificate of non-foreign status from each Seller, duly executed and delivered, in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2), certifying that such Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), together with evidence of delivery of copies thereof to the Internal Revenue Service as and to the extent required by applicable law.
(d) Good Standing Certificates. (i) A certificate of good standing (or equivalent certificate) for the Company issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) Business Days prior to the Closing Date, and (ii) a certificate of good standing (or equivalent certificate) for the Company issued by the Secretary of State of the State of Tennessee, dated no earlier than five (5) Business Days prior to the Closing Date.
(e) Officer's Certificate. A certificate of the Company, dated as of the Closing Date, executed by Daniel Burch, in his capacity as Chief Executive Officer of the Company, and Angela Moretti, in her capacity as Chief Financial Officer of the Company, certifying as to the accuracy of the representations and warranties of the Company, the performance of the Company's covenants and agreements, and the satisfaction of the conditions to Closing from the Company's perspective, in each case in the form contemplated by Section 8.2(d) of the Agreement.
(f) Secretary's Certificate. A certificate of the Secretary (or an Assistant Secretary) of the Company, dated as of the Closing Date, certifying and attaching (i) true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery, and performance of the Agreement and the Ancillary Documents and the consummation of the transactions contemplated thereby, (ii) a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date, (iii) a true, correct, and complete copy of the Bylaws of the Company, as amended and in effect as of the Closing Date, and (iv) an incumbency certificate identifying the name, title, and specimen signature of each officer of the Company authorized to execute and deliver the Agreement, the Ancillary Documents, and any other documents to be delivered in connection with the Closing.
(g) Resignations of Directors and Officers. Written resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries identified by the Purchaser in writing to the Seller Representative no later than three (3) Business Days prior to the Closing Date, in each case in form and substance reasonably satisfactory to the Purchaser.
(h) Escrow Agreement. The Escrow Agreement, dated as of the Closing Date, by and among the Purchaser, the Seller Representative, and Continental Fiduciary Trust Company, as escrow agent (Escrow Account No. CFT-ESC-2025-00327), duly executed and delivered by the Seller Representative and Continental Fiduciary Trust Company, providing for the deposit into escrow of the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) from the aggregate purchase price at Closing to be held and disbursed in accordance with the terms of the Agreement and the Escrow Agreement.
(i) Estimated Closing Working Capital Statement. The estimated Closing Working Capital statement prepared and delivered by the Company in accordance with Section 2.5(a) of the Agreement, setting forth the Company's good faith estimate of the Closing Working Capital as of the Effective Time, which estimate reflects Closing Working Capital of approximately Thirty-Five Million One Hundred Thousand Dollars ($35,100,000). The Seller Representative confirms that such estimated Closing Working Capital is within the ±$2,000,000 collar of the Target Working Capital of Thirty-Four Million Five Hundred Thousand Dollars ($34,500,000) set forth in Section 2.5 of the Agreement, and has been prepared in accordance with the Accounting Principles and methodologies specified on Exhibit D to the Agreement.
(j) D&O Tail Insurance Policy. Evidence of the procurement by the Company, effective as of the Closing, of a directors' and officers' liability insurance "tail" policy issued by Sentinel Indemnity Group providing coverage for a period of six (6) years following the Closing Date on terms no less favorable than the Company's existing directors' and officers' liability insurance policy, with a one-time premium of Four Hundred Eighty-Five Thousand Dollars ($485,000), in satisfaction of the obligations set forth in Section 6.9 of the Agreement.
(k) Third-Party and Contractual Consents. All third-party and contractual consents required to be obtained at or prior to the Closing pursuant to Section 6.3 of the Agreement and as set forth on Schedule 3.4 (Required Consents) to the Disclosure Schedules, including, without limitation, consents under material contracts, lease agreements, and joint venture arrangements identified therein.
(l) Seller Representative Agreement / Power of Attorney Confirmations. Confirmations from each Seller, duly executed and delivered, confirming the appointment of Marcus Delgado as Seller Representative and the grant of the irrevocable power of attorney in favor of the Seller Representative, in each case as set forth in Section 11.14 of the Agreement, together with such additional evidence of such appointment and authority as the Purchaser has reasonably requested.
Section 8 — Reliance; No Other Representations
This Certificate is being delivered to the Purchaser solely to satisfy the conditions to the obligations of the Purchaser to consummate the Closing as set forth in Sections 8.2(c) and 8.2(d) of the Agreement. The Seller Representative understands and acknowledges that the Purchaser is relying, and will continue to rely, on the certifications, statements, and confirmations contained herein in determining whether to consummate the Closing and in consummating the transactions contemplated by the Agreement.
Notwithstanding the foregoing, this Certificate shall not be deemed to expand, limit, modify, qualify, or otherwise affect in any way the representations, warranties, covenants, agreements, obligations, or other provisions set forth in the Agreement or in any Ancillary Document, nor shall this Certificate create any obligation, liability, or right of action on the part of any Person beyond those expressly set forth in the Agreement. The rights and remedies of the Purchaser with respect to any breach or inaccuracy of any certification contained herein shall be governed solely by, and subject to the limitations and procedures set forth in, the Agreement (including, without limitation, Article X thereof (Indemnification)), the Escrow Agreement, and the representations and warranties insurance policy referenced herein.
Section 9 — 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 principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in Section 11.8 of the Agreement.
Section 10 — Defined Terms
All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.
[Signature Page Follows]
SIGNATURE PAGE TO CLOSING CERTIFICATE OF SELLER REPRESENTATIVE
IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above, solely in his capacity as the Seller Representative under the Stock Purchase Agreement, and not in his individual capacity.
SELLER REPRESENTATIVE:
________________________________________
Name: Marcus Delgado
Title: Seller Representative
Date: April 18, 2025
Address for Notices to the Seller Representative:
c/o Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, MA 02116
Attention: Marcus Delgado
Telephone: (617) 555-0184
Email: m.delgado@crestlinegrowth.com
With a copy to (which shall not constitute notice):
Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, TN 37201
Attention: Rebecca Whitaker, Esq.
Telephone: (615) 555-0293
Email: rwhitaker@wpslaw.com

CLOSING CERTIFICATE OF SELLER REPRESENTATIVE

SIGNATURE PAGE TO CLOSING CERTIFICATE OF SELLER REPRESENTATIVE

SELLER REPRESENTATIVE:

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