FR EA
1001-00007 · Client 1001 · Closing
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CERTIFICATES OF NON-FOREIGN STATUS

PURSUANT TO SECTION 1445(b)(2) OF THE INTERNAL REVENUE CODE

Delivered in connection with that certain Stock Purchase Agreement, dated as of February 10, 2025 (the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation, MedVance Health Systems, Inc., a Delaware corporation, Crestline Growth Equity Fund II LP, a Delaware limited partnership, Ryland Family Holdings LLC, a Tennessee limited liability company, and the other Selling Stockholders party thereto.

Closing Date: April 18, 2025

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement, unless the context otherwise requires.

The following certificates are included herein:

1. Certificate No. 1 — Crestline Growth Equity Fund II LP

2. Certificate No. 2 — Ryland Family Holdings LLC

3. Certificate No. 3 — Management Rollover Group (Individual Form) — Daniel Burch

4. Certificate No. 4 — Management Rollover Group (Individual Form) — Angela Moretti

5. Certificate No. 5 — Management Rollover Group (Individual Form) — Dr. Samir Patel

6. Certificate No. 6 — Management Rollover Group (Individual Form) — Karen Tolliver

CERTIFICATE NO. 1

CERTIFICATE OF NON-FOREIGN STATUS

CRESTLINE GROWTH EQUITY FUND II LP

Preamble. This Certificate of Non-Foreign Status (this "Certificate") is delivered by Crestline Growth Equity Fund II LP, a limited partnership duly organized and validly existing under the laws of the State of Delaware (the "Transferor"), to Ardent Healthcare Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Transferee").

This Certificate is furnished pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2) promulgated thereunder, in connection with the disposition by the Transferor of shares of common stock, par value $0.001 per share (the "Shares"), of MedVance Health Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), pursuant to and in accordance with the terms and conditions of the Purchase Agreement. The Transferee has requested this Certificate in order to establish that no withholding of tax is required under Section 1445 of the Code with respect to the purchase of the Shares from the Transferor.

Certifications. The Transferor hereby certifies, represents, and warrants to the Transferee as follows:

1. Non-Foreign Status. The Transferor is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Specifically, the Transferor is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

2. Organization and Existence. The Transferor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Transferor was formed pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware and has at all times maintained its status as a domestic entity for United States federal income tax purposes.

3. Taxpayer Identification Number. The Transferor's United States employer identification number is 04-8291653.

4. Address. The Transferor's principal office address is:

Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, Massachusetts 02116

5. Not a Disregarded Entity. The Transferor is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Transferor is treated as a partnership for United States federal income tax purposes, and is not an entity that is disregarded as separate from its owner within the meaning of Treasury Regulations Section 301.7701-3.

Acknowledgments and Undertakings

The Transferor hereby acknowledges and agrees as follows:

Penalties of Perjury. This Certificate is made under penalties of perjury pursuant to 28 U.S.C. § 1746. The undersigned signatory, in his capacity as the authorized representative of the Transferor, declares under penalty of perjury that the foregoing certifications are true, correct, and complete in all material respects.

Disclosure to the Internal Revenue Service. The Transferor acknowledges that this Certificate may be disclosed to the Internal Revenue Service (the "IRS") by the Transferee, and that any false statement contained herein could subject the undersigned signatory and the Transferor to penalties provided under Section 6651 of the Code, or to criminal penalties under Sections 7201 and 7206 of the Code, including penalties for fraud and making false statements.

Notification of Change. The Transferor undertakes to notify the Transferee promptly in writing if any certification set forth in this Certificate becomes incorrect or inaccurate in any respect prior to the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). In the event that any such certification becomes incorrect or inaccurate prior to the Closing, the Transferor shall deliver to the Transferee an updated or amended certificate reflecting such changes.

Reliance. The Transferor acknowledges and agrees that the Transferee is entitled to rely on this Certificate in concluding that withholding of tax under Section 1445 of the Code is not required with respect to the purchase by the Transferee of the Shares from the Transferor pursuant to the Purchase Agreement. The Transferor further acknowledges that the Transferee intends to retain this Certificate in its records for the period required by applicable law, including Treasury Regulations Section 1.1445-2(b)(3), and that the Transferee shall have no liability to the Transferor arising from its good-faith reliance on this Certificate.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CERTIFICATE OF NON-FOREIGN STATUS CRESTLINE GROWTH EQUITY FUND II LP

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date set forth below.

CRESTLINE GROWTH EQUITY FUND II LP

By: Crestline Growth Equity GP II LLC, its General Partner

By: ________

Name: Marcus Delgado

Title: Responsible Partner

Date: April 18, 2025

CERTIFICATE NO. 2

CERTIFICATE OF NON-FOREIGN STATUS

RYLAND FAMILY HOLDINGS LLC

Preamble. This Certificate of Non-Foreign Status (this "Certificate") is delivered by Ryland Family Holdings LLC, a limited liability company duly organized and validly existing under the laws of the State of Tennessee (the "Transferor"), to Ardent Healthcare Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Transferee").

This Certificate is furnished pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2) promulgated thereunder, in connection with the disposition by the Transferor of shares of common stock, par value $0.001 per share (the "Shares"), of MedVance Health Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), pursuant to and in accordance with the terms and conditions of the Purchase Agreement. The Transferee has requested this Certificate in order to establish that no withholding of tax is required under Section 1445 of the Code with respect to the purchase of the Shares from the Transferor.

Certifications. The Transferor hereby certifies, represents, and warrants to the Transferee as follows:

1. Non-Foreign Status. The Transferor is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Specifically, the Transferor is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

2. Organization and Existence. The Transferor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Tennessee. The Transferor was formed pursuant to Articles of Organization filed with the Tennessee Secretary of State and has at all times maintained its status as a domestic entity for United States federal income tax purposes.

3. Taxpayer Identification Number. The Transferor's United States employer identification number is 62-1847320.

4. Address. The Transferor's principal office address is:

Ryland Family Holdings LLC 4515 Harding Pike, Suite 300 Nashville, Tennessee 37205

5. Not a Disregarded Entity. The Transferor is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Transferor has elected to be classified, and is treated, as a partnership for United States federal income tax purposes, and is not an entity that is disregarded as separate from its owner within the meaning of Treasury Regulations Section 301.7701-3. In the event that the Transferor were at any time treated as a disregarded entity for federal income tax purposes, the Transferor would provide the name, taxpayer identification number, and address of the regarded owner in accordance with Treasury Regulations Section 1.1445-2(b)(2)(iii). As of the date hereof, no such disclosure is required because the Transferor is not a disregarded entity.

Acknowledgments and Undertakings

The Transferor hereby acknowledges and agrees as follows:

Penalties of Perjury. This Certificate is made under penalties of perjury pursuant to 28 U.S.C. § 1746. The undersigned signatory, in her capacity as the authorized representative of the Transferor, declares under penalty of perjury that the foregoing certifications are true, correct, and complete in all material respects.

Disclosure to the Internal Revenue Service. The Transferor acknowledges that this Certificate may be disclosed to the Internal Revenue Service (the "IRS") by the Transferee, and that any false statement contained herein could subject the undersigned signatory and the Transferor to penalties provided under Section 6651 of the Code, or to criminal penalties under Sections 7201 and 7206 of the Code, including penalties for fraud and making false statements.

Notification of Change. The Transferor undertakes to notify the Transferee promptly in writing if any certification set forth in this Certificate becomes incorrect or inaccurate in any respect prior to the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). In the event that any such certification becomes incorrect or inaccurate prior to the Closing, the Transferor shall deliver to the Transferee an updated or amended certificate reflecting such changes.

Reliance. The Transferor acknowledges and agrees that the Transferee is entitled to rely on this Certificate in concluding that withholding of tax under Section 1445 of the Code is not required with respect to the purchase by the Transferee of the Shares from the Transferor pursuant to the Purchase Agreement. The Transferor further acknowledges that the Transferee intends to retain this Certificate in its records for the period required by applicable law, including Treasury Regulations Section 1.1445-2(b)(3), and that the Transferee shall have no liability to the Transferor arising from its good-faith reliance on this Certificate.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CERTIFICATE OF NON-FOREIGN STATUS RYLAND FAMILY HOLDINGS LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date set forth below.

RYLAND FAMILY HOLDINGS LLC

By: ________

Name: Dr. Catherine Ryland

Title: Managing Member

Date: April 18, 2025

CERTIFICATE NO. 3

CERTIFICATE OF NON-FOREIGN STATUS

INDIVIDUAL FORM — MANAGEMENT ROLLOVER GROUP

DANIEL BURCH

Note: A separate certificate in this form is being executed by each individual member of the Management Rollover Group who is a Selling Stockholder under the Purchase Agreement. The following individuals are executing separate certificates in this form: Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver.

Preamble. This Certificate of Non-Foreign Status (this "Certificate") is delivered by Daniel Burch, an individual (the "Transferor"), to Ardent Healthcare Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Transferee").

This Certificate is furnished pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2) promulgated thereunder, in connection with the disposition (and, to the extent applicable, the partial rollover) by the Transferor of shares of common stock, par value $0.001 per share (the "Shares"), of MedVance Health Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), pursuant to and in accordance with the terms and conditions of the Purchase Agreement. The Transferee has requested this Certificate in order to establish that no withholding of tax is required under Section 1445 of the Code with respect to the purchase of the Shares from the Transferor. To the extent that the Transferor is rolling over a portion of the Shares into equity securities of the Transferee or an affiliate of the Transferee in connection with the transactions contemplated by the Purchase Agreement, this Certificate also applies to such rollover transaction to the extent that such transaction constitutes a disposition of a United States real property interest subject to Section 1445 of the Code.

Certifications. The Transferor hereby certifies, represents, and warrants to the Transferee as follows:

1. Non-Foreign Status. The Transferor is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Specifically, the Transferor is a United States citizen within the meaning of Section 7701(b)(1)(A) of the Code and is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

2. Taxpayer Identification Number. The Transferor's United States taxpayer identification number (Social Security number) is: *--7841.

3. Home Address. The Transferor's home address is:

1204 Belle Meade Boulevard Nashville, Tennessee 37205

Acknowledgments and Undertakings

The Transferor hereby acknowledges and agrees as follows:

Penalties of Perjury. This Certificate is made under penalties of perjury pursuant to 28 U.S.C. § 1746. The undersigned declares under penalty of perjury that the foregoing certifications are true, correct, and complete in all material respects.

Disclosure to the Internal Revenue Service. The Transferor acknowledges that this Certificate may be disclosed to the Internal Revenue Service (the "IRS") by the Transferee, and that any false statement contained herein could subject the Transferor to penalties provided under Section 6651 of the Code, or to criminal penalties under Sections 7201 and 7206 of the Code, including penalties for fraud and making false statements.

Notification of Change. The Transferor undertakes to notify the Transferee promptly in writing if any certification set forth in this Certificate becomes incorrect or inaccurate in any respect prior to the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). In the event that any such certification becomes incorrect or inaccurate prior to the Closing, the Transferor shall deliver to the Transferee an updated or amended certificate reflecting such changes.

Reliance. The Transferor acknowledges and agrees that the Transferee is entitled to rely on this Certificate in concluding that withholding of tax under Section 1445 of the Code is not required with respect to the purchase by the Transferee of the Shares from the Transferor (including, to the extent applicable, the rollover portion of such transaction) pursuant to the Purchase Agreement. The Transferor further acknowledges that the Transferee intends to retain this Certificate in its records for the period required by applicable law, including Treasury Regulations Section 1.1445-2(b)(3), and that the Transferee shall have no liability to the Transferor arising from its good-faith reliance on this Certificate.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CERTIFICATE OF NON-FOREIGN STATUS DANIEL BURCH — INDIVIDUAL

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date set forth below.

________________________________________

Daniel Burch, individually

Title / Role (for identification purposes only): Chief Executive Officer, MedVance Health Systems, Inc.

Date: April 18, 2025

CERTIFICATE NO. 4

CERTIFICATE OF NON-FOREIGN STATUS

INDIVIDUAL FORM — MANAGEMENT ROLLOVER GROUP

ANGELA MORETTI

Note: A separate certificate in this form is being executed by each individual member of the Management Rollover Group who is a Selling Stockholder under the Purchase Agreement. The following individuals are executing separate certificates in this form: Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver.

Preamble. This Certificate of Non-Foreign Status (this "Certificate") is delivered by Angela Moretti, an individual (the "Transferor"), to Ardent Healthcare Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Transferee").

This Certificate is furnished pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2) promulgated thereunder, in connection with the disposition (and, to the extent applicable, the partial rollover) by the Transferor of shares of common stock, par value $0.001 per share (the "Shares"), of MedVance Health Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), pursuant to and in accordance with the terms and conditions of the Purchase Agreement. The Transferee has requested this Certificate in order to establish that no withholding of tax is required under Section 1445 of the Code with respect to the purchase of the Shares from the Transferor. To the extent that the Transferor is rolling over a portion of the Shares into equity securities of the Transferee or an affiliate of the Transferee in connection with the transactions contemplated by the Purchase Agreement, this Certificate also applies to such rollover transaction to the extent that such transaction constitutes a disposition of a United States real property interest subject to Section 1445 of the Code.

Certifications. The Transferor hereby certifies, represents, and warrants to the Transferee as follows:

1. Non-Foreign Status. The Transferor is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Specifically, the Transferor is a United States citizen within the meaning of Section 7701(b)(1)(A) of the Code and is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

2. Taxpayer Identification Number. The Transferor's United States taxpayer identification number (Social Security number) is: *--4209.

3. Home Address. The Transferor's home address is:

815 Lynnwood Boulevard Nashville, Tennessee 37205

Acknowledgments and Undertakings

The Transferor hereby acknowledges and agrees as follows:

Penalties of Perjury. This Certificate is made under penalties of perjury pursuant to 28 U.S.C. § 1746. The undersigned declares under penalty of perjury that the foregoing certifications are true, correct, and complete in all material respects.

Disclosure to the Internal Revenue Service. The Transferor acknowledges that this Certificate may be disclosed to the Internal Revenue Service (the "IRS") by the Transferee, and that any false statement contained herein could subject the Transferor to penalties provided under Section 6651 of the Code, or to criminal penalties under Sections 7201 and 7206 of the Code, including penalties for fraud and making false statements.

Notification of Change. The Transferor undertakes to notify the Transferee promptly in writing if any certification set forth in this Certificate becomes incorrect or inaccurate in any respect prior to the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). In the event that any such certification becomes incorrect or inaccurate prior to the Closing, the Transferor shall deliver to the Transferee an updated or amended certificate reflecting such changes.

Reliance. The Transferor acknowledges and agrees that the Transferee is entitled to rely on this Certificate in concluding that withholding of tax under Section 1445 of the Code is not required with respect to the purchase by the Transferee of the Shares from the Transferor (including, to the extent applicable, the rollover portion of such transaction) pursuant to the Purchase Agreement. The Transferor further acknowledges that the Transferee intends to retain this Certificate in its records for the period required by applicable law, including Treasury Regulations Section 1.1445-2(b)(3), and that the Transferee shall have no liability to the Transferor arising from its good-faith reliance on this Certificate.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CERTIFICATE OF NON-FOREIGN STATUS ANGELA MORETTI — INDIVIDUAL

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date set forth below.

________________________________________

Angela Moretti, individually

Title / Role (for identification purposes only): Chief Financial Officer, MedVance Health Systems, Inc.

Date: April 18, 2025

CERTIFICATE NO. 5

CERTIFICATE OF NON-FOREIGN STATUS

INDIVIDUAL FORM — MANAGEMENT ROLLOVER GROUP

DR. SAMIR PATEL

Note: A separate certificate in this form is being executed by each individual member of the Management Rollover Group who is a Selling Stockholder under the Purchase Agreement. The following individuals are executing separate certificates in this form: Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver.

Preamble. This Certificate of Non-Foreign Status (this "Certificate") is delivered by Dr. Samir Patel, an individual (the "Transferor"), to Ardent Healthcare Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Transferee").

This Certificate is furnished pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2) promulgated thereunder, in connection with the disposition (and, to the extent applicable, the partial rollover) by the Transferor of shares of common stock, par value $0.001 per share (the "Shares"), of MedVance Health Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), pursuant to and in accordance with the terms and conditions of the Purchase Agreement. The Transferee has requested this Certificate in order to establish that no withholding of tax is required under Section 1445 of the Code with respect to the purchase of the Shares from the Transferor. To the extent that the Transferor is rolling over a portion of the Shares into equity securities of the Transferee or an affiliate of the Transferee in connection with the transactions contemplated by the Purchase Agreement, this Certificate also applies to such rollover transaction to the extent that such transaction constitutes a disposition of a United States real property interest subject to Section 1445 of the Code.

Certifications. The Transferor hereby certifies, represents, and warrants to the Transferee as follows:

1. Non-Foreign Status. The Transferor is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Specifically, the Transferor is a United States citizen within the meaning of Section 7701(b)(1)(A) of the Code and is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

2. Taxpayer Identification Number. The Transferor's United States taxpayer identification number (Social Security number) is: *--5563.

3. Home Address. The Transferor's home address is:

2308 Abbottott Martin Road Nashville, Tennessee 37215

Acknowledgments and Undertakings

The Transferor hereby acknowledges and agrees as follows:

Penalties of Perjury. This Certificate is made under penalties of perjury pursuant to 28 U.S.C. § 1746. The undersigned declares under penalty of perjury that the foregoing certifications are true, correct, and complete in all material respects.

Disclosure to the Internal Revenue Service. The Transferor acknowledges that this Certificate may be disclosed to the Internal Revenue Service (the "IRS") by the Transferee, and that any false statement contained herein could subject the Transferor to penalties provided under Section 6651 of the Code, or to criminal penalties under Sections 7201 and 7206 of the Code, including penalties for fraud and making false statements.

Notification of Change. The Transferor undertakes to notify the Transferee promptly in writing if any certification set forth in this Certificate becomes incorrect or inaccurate in any respect prior to the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). In the event that any such certification becomes incorrect or inaccurate prior to the Closing, the Transferor shall deliver to the Transferee an updated or amended certificate reflecting such changes.

Reliance. The Transferor acknowledges and agrees that the Transferee is entitled to rely on this Certificate in concluding that withholding of tax under Section 1445 of the Code is not required with respect to the purchase by the Transferee of the Shares from the Transferor (including, to the extent applicable, the rollover portion of such transaction) pursuant to the Purchase Agreement. The Transferor further acknowledges that the Transferee intends to retain this Certificate in its records for the period required by applicable law, including Treasury Regulations Section 1.1445-2(b)(3), and that the Transferee shall have no liability to the Transferor arising from its good-faith reliance on this Certificate.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CERTIFICATE OF NON-FOREIGN STATUS DR. SAMIR PATEL — INDIVIDUAL

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date set forth below.

________________________________________

Dr. Samir Patel, individually

Title / Role (for identification purposes only): Chief Medical Officer, MedVance Health Systems, Inc.

Date: April 18, 2025

CERTIFICATE NO. 6

CERTIFICATE OF NON-FOREIGN STATUS

INDIVIDUAL FORM — MANAGEMENT ROLLOVER GROUP

KAREN TOLLIVER

Note: A separate certificate in this form is being executed by each individual member of the Management Rollover Group who is a Selling Stockholder under the Purchase Agreement. The following individuals are executing separate certificates in this form: Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver.

Preamble. This Certificate of Non-Foreign Status (this "Certificate") is delivered by Karen Tolliver, an individual (the "Transferor"), to Ardent Healthcare Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Transferee").

This Certificate is furnished pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2) promulgated thereunder, in connection with the disposition (and, to the extent applicable, the partial rollover) by the Transferor of shares of common stock, par value $0.001 per share (the "Shares"), of MedVance Health Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), pursuant to and in accordance with the terms and conditions of the Purchase Agreement. The Transferee has requested this Certificate in order to establish that no withholding of tax is required under Section 1445 of the Code with respect to the purchase of the Shares from the Transferor. To the extent that the Transferor is rolling over a portion of the Shares into equity securities of the Transferee or an affiliate of the Transferee in connection with the transactions contemplated by the Purchase Agreement, this Certificate also applies to such rollover transaction to the extent that such transaction constitutes a disposition of a United States real property interest subject to Section 1445 of the Code.

Certifications. The Transferor hereby certifies, represents, and warrants to the Transferee as follows:

1. Non-Foreign Status. The Transferor is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Specifically, the Transferor is a United States citizen within the meaning of Section 7701(b)(1)(A) of the Code and is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

2. Taxpayer Identification Number. The Transferor's United States taxpayer identification number (Social Security number) is: *--8917.

3. Home Address. The Transferor's home address is:

503 Westview Avenue Nashville, Tennessee 37205

Acknowledgments and Undertakings

The Transferor hereby acknowledges and agrees as follows:

Penalties of Perjury. This Certificate is made under penalties of perjury pursuant to 28 U.S.C. § 1746. The undersigned declares under penalty of perjury that the foregoing certifications are true, correct, and complete in all material respects.

Disclosure to the Internal Revenue Service. The Transferor acknowledges that this Certificate may be disclosed to the Internal Revenue Service (the "IRS") by the Transferee, and that any false statement contained herein could subject the Transferor to penalties provided under Section 6651 of the Code, or to criminal penalties under Sections 7201 and 7206 of the Code, including penalties for fraud and making false statements.

Notification of Change. The Transferor undertakes to notify the Transferee promptly in writing if any certification set forth in this Certificate becomes incorrect or inaccurate in any respect prior to the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). In the event that any such certification becomes incorrect or inaccurate prior to the Closing, the Transferor shall deliver to the Transferee an updated or amended certificate reflecting such changes.

Reliance. The Transferor acknowledges and agrees that the Transferee is entitled to rely on this Certificate in concluding that withholding of tax under Section 1445 of the Code is not required with respect to the purchase by the Transferee of the Shares from the Transferor (including, to the extent applicable, the rollover portion of such transaction) pursuant to the Purchase Agreement. The Transferor further acknowledges that the Transferee intends to retain this Certificate in its records for the period required by applicable law, including Treasury Regulations Section 1.1445-2(b)(3), and that the Transferee shall have no liability to the Transferor arising from its good-faith reliance on this Certificate.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CERTIFICATE OF NON-FOREIGN STATUS KAREN TOLLIVER — INDIVIDUAL

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date set forth below.

________________________________________

Karen Tolliver, individually

Title / Role (for identification purposes only): Chief Operating Officer, MedVance Health Systems, Inc.

Date: April 18, 2025