1001-00007 · Client 1001 · Closing

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SECRETARY'S CERTIFICATE

MEDVANCE HEALTH SYSTEMS, INC.

Dated: April 18, 2025

I, the undersigned, hereby certify that I am the duly elected, qualified, and acting Secretary of MedVance Health Systems, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company").

This Secretary's Certificate (this "Certificate") is delivered in connection with, and pursuant to, that certain Stock Purchase Agreement, dated as of February 10, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation ("Purchaser"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), the management sellers identified on the signature pages thereto (collectively with Crestline and Ryland Holdings, the "Sellers"), and Marcus Delgado, solely in his capacity as the Seller Representative (the "Seller Representative").

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

This Certificate is delivered pursuant to Section 7.2(e) of the Purchase Agreement as a condition precedent to the obligations of Purchaser to consummate the Closing contemplated thereby.

In my capacity as Secretary of the Company, I have access to and custody of the minute books, stock ledger, corporate seal, and all other corporate books and records of the Company, and I am duly authorized to deliver this Certificate on behalf of the Company in connection with the transactions contemplated by the Purchase Agreement. I have reviewed such records and have made such inquiries as I have deemed necessary or appropriate to make the certifications set forth herein.

I hereby certify, on behalf of the Company and not in my individual capacity, as follows:

1. Certificate of Incorporation. Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (DE File No. 4938217), including all amendments, certificates of amendment, certificates of designation, and certificates of merger filed therewith through the date hereof (collectively, the "Charter"). No further amendments, restatements, supplements, certificates of designation, or other modifications to the Charter have been filed with the Secretary of State of the State of Delaware or adopted by the Board of Directors or the stockholders of the Company since the date of the last amendment attached as part of Exhibit A. The Charter is in full force and effect as of the date hereof and has not been revoked, suspended, or superseded.

2. Bylaws. Attached hereto as Exhibit B is a true, complete, and correct copy of the Amended and Restated Bylaws of the Company, as currently in effect (the "Bylaws"). Such Bylaws were duly adopted by the Board of Directors of the Company in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and the Charter. The Bylaws have not been further amended, modified, restated, rescinded, or supplemented since their adoption by the Board of Directors and remain in full force and effect as of the date hereof.

3. Incumbency. Attached hereto as Exhibit C is a true, complete, and correct incumbency certificate setting forth the name, title, and specimen signature of each officer and director of the Company who has executed, or who is authorized to execute, the Purchase Agreement, any Ancillary Agreement (as defined in the Purchase Agreement), or any certificate, instrument, closing deliverable, or other document delivered or to be delivered in connection therewith on behalf of the Company (collectively, the "Transaction Documents"). Each such person held the office or offices set forth opposite his or her name at all times relevant to the execution and delivery of the Transaction Documents and continues to hold such office or offices as of the date hereof. Without limiting the generality of the foregoing, the incumbency list set forth on Exhibit C includes, at a minimum, the following individuals:

(a) Dr. Catherine Ryland — Founder & Board Chair;

(b) Daniel Burch — Chief Executive Officer;

(d) Dr. Samir Patel — Chief Medical Officer; and

(e) Karen Tolliver — Chief Operating Officer.

Each specimen signature set forth on Exhibit C is the true and genuine signature of the respective individual identified therein.

4. Board Resolutions. Attached hereto as Exhibit D is a true, complete, and correct copy of the resolutions duly adopted by the Board of Directors of the Company (the "Board Resolutions"). I hereby further certify that such Board Resolutions:

(a) were duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of February 8, 2025, in lieu of a special meeting, in accordance with Section 141(f) of the DGCL, the Charter, and the Bylaws, or, alternatively, were duly adopted at a meeting of the Board of Directors duly called and held at which a quorum was present and acting throughout, in accordance with the Charter, the Bylaws, and the DGCL;

(b) authorize the execution, delivery, and performance by the Company of the Purchase Agreement and each Ancillary Agreement to which the Company is or will be a party, including without limitation the Escrow Agreement, the Transition Services Agreement, the Restrictive Covenant Agreements, and all other agreements, certificates, and instruments contemplated by the Purchase Agreement;

(c) authorize the consummation of the transactions contemplated by the Purchase Agreement, including the sale by the Sellers of all of the issued and outstanding shares of capital stock of the Company to Purchaser (the "Transaction"), on the terms and subject to the conditions set forth in the Purchase Agreement;

(d) authorize each of Daniel Burch, in his capacity as Chief Executive Officer, Angela Moretti, in her capacity as Chief Financial Officer, and Karen Tolliver, in her capacity as Chief Operating Officer, acting individually or together, to execute and deliver, on behalf of the Company, the Purchase Agreement, each Ancillary Agreement to which the Company is or will be a party, and all certificates, instruments, agreements, and documents required by, or contemplated under, the Purchase Agreement, including without limitation closing certificates, the FIRPTA certificate required pursuant to Section 7.2(f) of the Purchase Agreement, the estimated closing statement required pursuant to Section 2.4(a) of the Purchase Agreement, payoff letters with respect to the Company's existing indebtedness, releases, consents, and all other Closing deliverables;

(e) have not been amended, modified, rescinded, revoked, or superseded in any respect since the date of their adoption; and

(f) remain in full force and effect as of the date hereof.

5. No Dissolution or Liquidation. No proceedings for the dissolution, liquidation, winding up, receivership, conservatorship, or reorganization of the Company have been commenced, are pending, or, to the best of my knowledge after due inquiry, are contemplated by the Board of Directors or the stockholders of the Company or by any governmental authority or regulatory body having jurisdiction over the Company.

6. Stockholder Approval. No consent, approval, vote, or other action of the stockholders of the Company is required in connection with the execution, delivery, or performance of the Purchase Agreement, any Ancillary Agreement, or the consummation of the Transaction and the other transactions contemplated by the Purchase Agreement that has not been duly and validly obtained in accordance with the Charter, the Bylaws, and the DGCL. All requisite stockholder consents, approvals, and actions have been duly obtained or taken, and copies of such consents or approvals have been delivered to Purchaser or its counsel.

7. Good Standing and Qualification. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing (or the equivalent thereof) in each other jurisdiction where the nature of its business, the character of its properties, or the location of its operations requires such qualification, including without limitation the States of Tennessee, Alabama, Georgia, and Kentucky. To my knowledge, there is no proceeding pending or threatened seeking to revoke or limit any such qualification.

[Remainder of page intentionally left blank; signature page follows.]

[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above, in connection with the Closing of the transactions contemplated by the Purchase Agreement.

MEDVANCE HEALTH SYSTEMS, INC.

By: ________

Name: Patricia Kwan

Title: Secretary

Date: April 18, 2025

I, Daniel Burch, the duly elected, qualified, and acting Chief Executive Officer of MedVance Health Systems, Inc., a Delaware corporation, do hereby confirm and certify that Patricia Kwan is the duly elected, qualified, and acting Secretary of the Company, that the signature appearing above is her true and genuine signature, and that she is duly authorized to execute and deliver this Secretary's Certificate on behalf of the Company.

By: ________

Name: Daniel Burch

Title: Chief Executive Officer

Date: April 18, 2025

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

MEDVANCE HEALTH SYSTEMS, INC.

[Attached hereto is a certified copy of the Amended and Restated Certificate of Incorporation of MedVance Health Systems, Inc., as filed with the Secretary of State of the State of Delaware (DE File No. 4938217), together with all certificates of amendment, certificates of designation, and certificates of merger filed therewith through April 18, 2025.]

Note: The attached certified copy of the Amended and Restated Certificate of Incorporation, including all amendments and certificates of designation, consists of [] pages and has been certified by the Secretary of State of the State of Delaware as of [], 2025. The Company's registered agent in the State of Delaware is Pemberton Industries, 251 Little Falls Drive, Wilmington, Delaware 19808.

EXHIBIT B

AMENDED AND RESTATED BYLAWS

MEDVANCE HEALTH SYSTEMS, INC.

[Attached hereto is a true, complete, and correct copy of the Amended and Restated Bylaws of MedVance Health Systems, Inc., as currently in effect and as adopted by the Board of Directors of the Company. Such Bylaws have not been further amended, modified, or supplemented since the date of their adoption.]

Note: The attached copy of the Amended and Restated Bylaws consists of [] pages and was last adopted by the Board of Directors of the Company by unanimous written consent effective [], 20[__].

EXHIBIT C

INCUMBENCY CERTIFICATE

MEDVANCE HEALTH SYSTEMS, INC.

The undersigned, Patricia Kwan, the duly elected, qualified, and acting Secretary of MedVance Health Systems, Inc., a Delaware corporation (the "Company"), hereby certifies that each of the persons identified below has been duly elected or appointed to the office or offices set forth opposite his or her name, is duly qualified, and continues to serve in such capacity as of April 18, 2025. The signature set forth opposite each such person's name is the true and genuine specimen signature of such person. Each person listed below is authorized to execute, deliver, and perform, on behalf of the Company, the Purchase Agreement, any Ancillary Agreement, and any certificate, instrument, or other document delivered or to be delivered in connection therewith.

Each of the foregoing individuals was duly elected or appointed to the office or offices indicated above in accordance with the Charter, the Bylaws, and the DGCL, has been duly qualified to serve in such capacity, and continues to hold such office or offices as of the date hereof. No proceedings have been commenced or, to my knowledge, are contemplated for the removal, resignation, or replacement of any such individual from the office or offices indicated above.

MEDVANCE HEALTH SYSTEMS, INC.

By: ________

Name: Patricia Kwan

Title: Secretary

Date: April 18, 2025

EXHIBIT D

RESOLUTIONS OF THE BOARD OF DIRECTORS

MEDVANCE HEALTH SYSTEMS, INC.

(Adopted by Unanimous Written Consent Effective as of February 8, 2025)

[Attached hereto is a certified copy of the unanimous written consent of the Board of Directors of MedVance Health Systems, Inc. (or, in the alternative, the minutes of the duly convened meeting of the Board of Directors), which resolutions contain, at a minimum, the following provisions:]

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

MEDVANCE HEALTH SYSTEMS, INC.

IN LIEU OF A SPECIAL MEETING

Effective as of February 8, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of MedVance Health Systems, Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the Amended and Restated Bylaws of the Company, do hereby adopt the following recitals and resolutions by unanimous written consent, without the necessity of a meeting, effective as of the date set forth above:

WHEREAS, the Board has been presented with and has reviewed the terms and conditions of a proposed Stock Purchase Agreement (the "Purchase Agreement"), to be dated as of February 10, 2025, by and among Ardent Healthcare Holdings Inc., a Delaware corporation ("Purchaser"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), the management sellers identified on the signature pages thereto (collectively with Crestline and Ryland Holdings, the "Sellers"), and Marcus Delgado, solely in his capacity as the Seller Representative, pursuant to which the Sellers will sell, and Purchaser will purchase, one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment as set forth in the Purchase Agreement (the "Transaction");

WHEREAS, the Board has also been presented with and has reviewed the terms and conditions of each of the Ancillary Agreements (as defined in the Purchase Agreement), including the Escrow Agreement, the Transition Services Agreement, and the Restrictive Covenant Agreements, in substantially the forms to be executed and delivered in connection with the Closing of the Transaction;

WHEREAS, the Board has received and carefully considered a fairness opinion, dated February 7, 2025, from Pemberton Marsh Securities LLC (the "Fairness Opinion"), to the effect that, as of the date thereof and based upon and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the consideration to be received by the Sellers in connection with the Transaction is fair, from a financial point of view, to such Sellers;

WHEREAS, the Board has consulted with Whitaker, Poole & Simms LLP, as legal counsel to the Company, regarding the legal aspects of the Purchase Agreement, the Ancillary Agreements, and the Transaction, and has received advice from such counsel with respect to the Board's fiduciary duties and the legal requirements applicable to the Transaction;

WHEREAS, based upon the foregoing review, analysis, and consideration, and such other factors as the Board has deemed relevant, the Board has determined that the Purchase Agreement, the Ancillary Agreements, and the transactions contemplated thereby, including the Transaction, are advisable, fair to, and in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT:

RESOLVED, that the Purchase Agreement, in substantially the form presented to the Board, together with such changes, amendments, modifications, and supplements thereto as the officers of the Company executing the same shall approve (such approval to be conclusively evidenced by such officers' execution and delivery thereof), is hereby approved and adopted in all respects, and the Company is authorized to become a party thereto;

RESOLVED FURTHER, that each of the Ancillary Agreements to which the Company is or will be a party, including without limitation the Escrow Agreement, the Transition Services Agreement, the Restrictive Covenant Agreements, and all other agreements, certificates, and instruments contemplated by the Purchase Agreement, in substantially the forms presented to the Board (or, if not yet in final form, in such form as shall be approved by the officers of the Company executing the same), are hereby approved and adopted in all respects, and the Company is authorized to become a party thereto;

RESOLVED FURTHER, that each of Daniel Burch, in his capacity as Chief Executive Officer, Angela Moretti, in her capacity as Chief Financial Officer, and Karen Tolliver, in her capacity as Chief Operating Officer (each, an "Authorized Officer"), acting individually or together, is hereby authorized and directed, for and on behalf of the Company, to execute and deliver the Purchase Agreement, each Ancillary Agreement to which the Company is or will be a party, and all other agreements, instruments, certificates, and documents contemplated thereby or required in connection therewith, with such changes, amendments, modifications, and supplements as any such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof);

RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all closing certificates, instruments, documents, and agreements contemplated by or required in connection with the Purchase Agreement, including without limitation:

(i) a closing certificate of the Company pursuant to Section 7.2(d) of the Purchase Agreement;

(ii) a certificate of the Company under Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.1445-2(c)(3) (the "FIRPTA Certificate"), in the form required by Section 7.2(f) of the Purchase Agreement;

(iii) an estimated closing statement pursuant to Section 2.4(a) of the Purchase Agreement, setting forth the Company's good faith estimates of Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses;

(iv) a payoff letter from Granton Savings Bank, N.A. (the "Payoff Letter"), in form and substance reasonably satisfactory to Purchaser, with respect to the repayment and retirement of the Company's existing indebtedness under that certain Credit Agreement, dated as of March 15, 2021, in the outstanding principal amount of Forty-One Million Three Hundred Thousand Dollars ($41,300,000), together with all accrued and unpaid interest, fees, and other amounts owing thereunder (the "Existing Indebtedness"), and the release of all liens and security interests securing the Existing Indebtedness;

(v) releases, termination statements (including UCC-3 termination statements), and other instruments necessary or appropriate to evidence the release of all liens and encumbrances on the assets of the Company upon repayment of the Existing Indebtedness; and

(vi) all other certificates, instruments, agreements, and documents as Purchaser or its counsel may reasonably request in connection with the Closing;

RESOLVED FURTHER, that the Company is hereby authorized and directed to cooperate with the deposit into escrow of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) (the "Escrow Amount") with Continental Fiduciary Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement and in accordance with Section 2.3(b) of the Purchase Agreement, such Escrow Amount to be deposited into Escrow Account No. CFT-ESC-2025-00327 and held and distributed in accordance with the terms of the Escrow Agreement;

RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with the preparation, negotiation, execution, or delivery of the Purchase Agreement, the Ancillary Agreements, or any document, certificate, or instrument related thereto, or in furtherance of the Transaction or the other transactions contemplated by the Purchase Agreement, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company;

RESOLVED FURTHER, that each Authorized Officer is hereby authorized and empowered, for and on behalf of the Company, to take or cause to be taken all such further actions, and to execute and deliver or cause to be executed and delivered all such further agreements, instruments, certificates, filings, and documents, in the name and on behalf of the Company, as such Authorized Officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the Purchase Agreement, the execution and delivery of any such agreement, instrument, certificate, filing, or document, or the taking of any such action, to be conclusive evidence of such Authorized Officer's approval thereof;

RESOLVED FURTHER, that the foregoing resolutions shall remain in full force and effect until expressly revoked or amended by subsequent action of the Board of Directors of the Company.

[The remainder of Exhibit D consists of the signature page(s) of all members of the Board of Directors of the Company, evidencing their unanimous written consent to the foregoing resolutions, copies of which are maintained in the minute books of the Company and are available for inspection upon request.]

Name	Title	Specimen Signature
Dr. Catherine Ryland	Founder & Board Chair	______
Daniel Burch	Chief Executive Officer	______
Angela Moretti	Chief Financial Officer	______
Dr. Samir Patel	Chief Medical Officer	______
Karen Tolliver	Chief Operating Officer	______
Patricia Kwan	Secretary & General Counsel	______

SECRETARY'S CERTIFICATE
OF
MEDVANCE HEALTH SYSTEMS, INC.
Dated: April 18, 2025
I, the undersigned, hereby certify that I am the duly elected, qualified, and acting Secretary of MedVance Health Systems, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company").
This Secretary's Certificate (this "Certificate") is delivered in connection with, and pursuant to, that certain Stock Purchase Agreement, dated as of February 10, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation ("Purchaser"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), the management sellers identified on the signature pages thereto (collectively with Crestline and Ryland Holdings, the "Sellers"), and Marcus Delgado, solely in his capacity as the Seller Representative (the "Seller Representative").
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
This Certificate is delivered pursuant to Section 7.2(e) of the Purchase Agreement as a condition precedent to the obligations of Purchaser to consummate the Closing contemplated thereby.
In my capacity as Secretary of the Company, I have access to and custody of the minute books, stock ledger, corporate seal, and all other corporate books and records of the Company, and I am duly authorized to deliver this Certificate on behalf of the Company in connection with the transactions contemplated by the Purchase Agreement. I have reviewed such records and have made such inquiries as I have deemed necessary or appropriate to make the certifications set forth herein.
I hereby certify, on behalf of the Company and not in my individual capacity, as follows:
1. Certificate of Incorporation. Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (DE File No. 4938217), including all amendments, certificates of amendment, certificates of designation, and certificates of merger filed therewith through the date hereof (collectively, the "Charter"). No further amendments, restatements, supplements, certificates of designation, or other modifications to the Charter have been filed with the Secretary of State of the State of Delaware or adopted by the Board of Directors or the stockholders of the Company since the date of the last amendment attached as part of Exhibit A. The Charter is in full force and effect as of the date hereof and has not been revoked, suspended, or superseded.
2. Bylaws. Attached hereto as Exhibit B is a true, complete, and correct copy of the Amended and Restated Bylaws of the Company, as currently in effect (the "Bylaws"). Such Bylaws were duly adopted by the Board of Directors of the Company in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and the Charter. The Bylaws have not been further amended, modified, restated, rescinded, or supplemented since their adoption by the Board of Directors and remain in full force and effect as of the date hereof.
3. Incumbency. Attached hereto as Exhibit C is a true, complete, and correct incumbency certificate setting forth the name, title, and specimen signature of each officer and director of the Company who has executed, or who is authorized to execute, the Purchase Agreement, any Ancillary Agreement (as defined in the Purchase Agreement), or any certificate, instrument, closing deliverable, or other document delivered or to be delivered in connection therewith on behalf of the Company (collectively, the "Transaction Documents"). Each such person held the office or offices set forth opposite his or her name at all times relevant to the execution and delivery of the Transaction Documents and continues to hold such office or offices as of the date hereof. Without limiting the generality of the foregoing, the incumbency list set forth on Exhibit C includes, at a minimum, the following individuals:
(a) Dr. Catherine Ryland — Founder & Board Chair;
(b) Daniel Burch — Chief Executive Officer;
(c) Angela Moretti — Chief Financial Officer;
(d) Dr. Samir Patel — Chief Medical Officer; and
(e) Karen Tolliver — Chief Operating Officer.
Each specimen signature set forth on Exhibit C is the true and genuine signature of the respective individual identified therein.
4. Board Resolutions. Attached hereto as Exhibit D is a true, complete, and correct copy of the resolutions duly adopted by the Board of Directors of the Company (the "Board Resolutions"). I hereby further certify that such Board Resolutions:
(a) were duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of February 8, 2025, in lieu of a special meeting, in accordance with Section 141(f) of the DGCL, the Charter, and the Bylaws, or, alternatively, were duly adopted at a meeting of the Board of Directors duly called and held at which a quorum was present and acting throughout, in accordance with the Charter, the Bylaws, and the DGCL;
(b) authorize the execution, delivery, and performance by the Company of the Purchase Agreement and each Ancillary Agreement to which the Company is or will be a party, including without limitation the Escrow Agreement, the Transition Services Agreement, the Restrictive Covenant Agreements, and all other agreements, certificates, and instruments contemplated by the Purchase Agreement;
(c) authorize the consummation of the transactions contemplated by the Purchase Agreement, including the sale by the Sellers of all of the issued and outstanding shares of capital stock of the Company to Purchaser (the "Transaction"), on the terms and subject to the conditions set forth in the Purchase Agreement;
(d) authorize each of Daniel Burch, in his capacity as Chief Executive Officer, Angela Moretti, in her capacity as Chief Financial Officer, and Karen Tolliver, in her capacity as Chief Operating Officer, acting individually or together, to execute and deliver, on behalf of the Company, the Purchase Agreement, each Ancillary Agreement to which the Company is or will be a party, and all certificates, instruments, agreements, and documents required by, or contemplated under, the Purchase Agreement, including without limitation closing certificates, the FIRPTA certificate required pursuant to Section 7.2(f) of the Purchase Agreement, the estimated closing statement required pursuant to Section 2.4(a) of the Purchase Agreement, payoff letters with respect to the Company's existing indebtedness, releases, consents, and all other Closing deliverables;
(e) have not been amended, modified, rescinded, revoked, or superseded in any respect since the date of their adoption; and
(f) remain in full force and effect as of the date hereof.
5. No Dissolution or Liquidation. No proceedings for the dissolution, liquidation, winding up, receivership, conservatorship, or reorganization of the Company have been commenced, are pending, or, to the best of my knowledge after due inquiry, are contemplated by the Board of Directors or the stockholders of the Company or by any governmental authority or regulatory body having jurisdiction over the Company.
6. Stockholder Approval. No consent, approval, vote, or other action of the stockholders of the Company is required in connection with the execution, delivery, or performance of the Purchase Agreement, any Ancillary Agreement, or the consummation of the Transaction and the other transactions contemplated by the Purchase Agreement that has not been duly and validly obtained in accordance with the Charter, the Bylaws, and the DGCL. All requisite stockholder consents, approvals, and actions have been duly obtained or taken, and copies of such consents or approvals have been delivered to Purchaser or its counsel.
7. Good Standing and Qualification. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing (or the equivalent thereof) in each other jurisdiction where the nature of its business, the character of its properties, or the location of its operations requires such qualification, including without limitation the States of Tennessee, Alabama, Georgia, and Kentucky. To my knowledge, there is no proceeding pending or threatened seeking to revoke or limit any such qualification.
[Remainder of page intentionally left blank; signature page follows.]
[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above, in connection with the Closing of the transactions contemplated by the Purchase Agreement.
MEDVANCE HEALTH SYSTEMS, INC.
By: ________
Name: Patricia Kwan
Title: Secretary
Date: April 18, 2025
I, Daniel Burch, the duly elected, qualified, and acting Chief Executive Officer of MedVance Health Systems, Inc., a Delaware corporation, do hereby confirm and certify that Patricia Kwan is the duly elected, qualified, and acting Secretary of the Company, that the signature appearing above is her true and genuine signature, and that she is duly authorized to execute and deliver this Secretary's Certificate on behalf of the Company.
By: ________
Name: Daniel Burch
Title: Chief Executive Officer
Date: April 18, 2025
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDVANCE HEALTH SYSTEMS, INC.
[Attached hereto is a certified copy of the Amended and Restated Certificate of Incorporation of MedVance Health Systems, Inc., as filed with the Secretary of State of the State of Delaware (DE File No. 4938217), together with all certificates of amendment, certificates of designation, and certificates of merger filed therewith through April 18, 2025.]
Note: The attached certified copy of the Amended and Restated Certificate of Incorporation, including all amendments and certificates of designation, consists of [] pages and has been certified by the Secretary of State of the State of Delaware as of [], 2025. The Company's registered agent in the State of Delaware is Pemberton Industries, 251 Little Falls Drive, Wilmington, Delaware 19808.
EXHIBIT B
AMENDED AND RESTATED BYLAWS
OF
MEDVANCE HEALTH SYSTEMS, INC.
[Attached hereto is a true, complete, and correct copy of the Amended and Restated Bylaws of MedVance Health Systems, Inc., as currently in effect and as adopted by the Board of Directors of the Company. Such Bylaws have not been further amended, modified, or supplemented since the date of their adoption.]
Note: The attached copy of the Amended and Restated Bylaws consists of [] pages and was last adopted by the Board of Directors of the Company by unanimous written consent effective [], 20[__].
EXHIBIT C
INCUMBENCY CERTIFICATE
OF
MEDVANCE HEALTH SYSTEMS, INC.
The undersigned, Patricia Kwan, the duly elected, qualified, and acting Secretary of MedVance Health Systems, Inc., a Delaware corporation (the "Company"), hereby certifies that each of the persons identified below has been duly elected or appointed to the office or offices set forth opposite his or her name, is duly qualified, and continues to serve in such capacity as of April 18, 2025. The signature set forth opposite each such person's name is the true and genuine specimen signature of such person. Each person listed below is authorized to execute, deliver, and perform, on behalf of the Company, the Purchase Agreement, any Ancillary Agreement, and any certificate, instrument, or other document delivered or to be delivered in connection therewith.
Each of the foregoing individuals was duly elected or appointed to the office or offices indicated above in accordance with the Charter, the Bylaws, and the DGCL, has been duly qualified to serve in such capacity, and continues to hold such office or offices as of the date hereof. No proceedings have been commenced or, to my knowledge, are contemplated for the removal, resignation, or replacement of any such individual from the office or offices indicated above.
MEDVANCE HEALTH SYSTEMS, INC.
By: ________
Name: Patricia Kwan
Title: Secretary
Date: April 18, 2025
EXHIBIT D
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
MEDVANCE HEALTH SYSTEMS, INC.
(Adopted by Unanimous Written Consent Effective as of February 8, 2025)
[Attached hereto is a certified copy of the unanimous written consent of the Board of Directors of MedVance Health Systems, Inc. (or, in the alternative, the minutes of the duly convened meeting of the Board of Directors), which resolutions contain, at a minimum, the following provisions:]
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
MEDVANCE HEALTH SYSTEMS, INC.
IN LIEU OF A SPECIAL MEETING
Effective as of February 8, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of MedVance Health Systems, Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the Amended and Restated Bylaws of the Company, do hereby adopt the following recitals and resolutions by unanimous written consent, without the necessity of a meeting, effective as of the date set forth above:
WHEREAS, the Board has been presented with and has reviewed the terms and conditions of a proposed Stock Purchase Agreement (the "Purchase Agreement"), to be dated as of February 10, 2025, by and among Ardent Healthcare Holdings Inc., a Delaware corporation ("Purchaser"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), the management sellers identified on the signature pages thereto (collectively with Crestline and Ryland Holdings, the "Sellers"), and Marcus Delgado, solely in his capacity as the Seller Representative, pursuant to which the Sellers will sell, and Purchaser will purchase, one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment as set forth in the Purchase Agreement (the "Transaction");
WHEREAS, the Board has also been presented with and has reviewed the terms and conditions of each of the Ancillary Agreements (as defined in the Purchase Agreement), including the Escrow Agreement, the Transition Services Agreement, and the Restrictive Covenant Agreements, in substantially the forms to be executed and delivered in connection with the Closing of the Transaction;
WHEREAS, the Board has received and carefully considered a fairness opinion, dated February 7, 2025, from Pemberton Marsh Securities LLC (the "Fairness Opinion"), to the effect that, as of the date thereof and based upon and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the consideration to be received by the Sellers in connection with the Transaction is fair, from a financial point of view, to such Sellers;
WHEREAS, the Board has consulted with Whitaker, Poole & Simms LLP, as legal counsel to the Company, regarding the legal aspects of the Purchase Agreement, the Ancillary Agreements, and the Transaction, and has received advice from such counsel with respect to the Board's fiduciary duties and the legal requirements applicable to the Transaction;
WHEREAS, based upon the foregoing review, analysis, and consideration, and such other factors as the Board has deemed relevant, the Board has determined that the Purchase Agreement, the Ancillary Agreements, and the transactions contemplated thereby, including the Transaction, are advisable, fair to, and in the best interests of the Company and its stockholders;
NOW, THEREFORE, BE IT:
RESOLVED, that the Purchase Agreement, in substantially the form presented to the Board, together with such changes, amendments, modifications, and supplements thereto as the officers of the Company executing the same shall approve (such approval to be conclusively evidenced by such officers' execution and delivery thereof), is hereby approved and adopted in all respects, and the Company is authorized to become a party thereto;
RESOLVED FURTHER, that each of the Ancillary Agreements to which the Company is or will be a party, including without limitation the Escrow Agreement, the Transition Services Agreement, the Restrictive Covenant Agreements, and all other agreements, certificates, and instruments contemplated by the Purchase Agreement, in substantially the forms presented to the Board (or, if not yet in final form, in such form as shall be approved by the officers of the Company executing the same), are hereby approved and adopted in all respects, and the Company is authorized to become a party thereto;
RESOLVED FURTHER, that each of Daniel Burch, in his capacity as Chief Executive Officer, Angela Moretti, in her capacity as Chief Financial Officer, and Karen Tolliver, in her capacity as Chief Operating Officer (each, an "Authorized Officer"), acting individually or together, is hereby authorized and directed, for and on behalf of the Company, to execute and deliver the Purchase Agreement, each Ancillary Agreement to which the Company is or will be a party, and all other agreements, instruments, certificates, and documents contemplated thereby or required in connection therewith, with such changes, amendments, modifications, and supplements as any such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof);
RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all closing certificates, instruments, documents, and agreements contemplated by or required in connection with the Purchase Agreement, including without limitation:
(i) a closing certificate of the Company pursuant to Section 7.2(d) of the Purchase Agreement;
(ii) a certificate of the Company under Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.1445-2(c)(3) (the "FIRPTA Certificate"), in the form required by Section 7.2(f) of the Purchase Agreement;
(iii) an estimated closing statement pursuant to Section 2.4(a) of the Purchase Agreement, setting forth the Company's good faith estimates of Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses;
(iv) a payoff letter from Granton Savings Bank, N.A. (the "Payoff Letter"), in form and substance reasonably satisfactory to Purchaser, with respect to the repayment and retirement of the Company's existing indebtedness under that certain Credit Agreement, dated as of March 15, 2021, in the outstanding principal amount of Forty-One Million Three Hundred Thousand Dollars ($41,300,000), together with all accrued and unpaid interest, fees, and other amounts owing thereunder (the "Existing Indebtedness"), and the release of all liens and security interests securing the Existing Indebtedness;
(v) releases, termination statements (including UCC-3 termination statements), and other instruments necessary or appropriate to evidence the release of all liens and encumbrances on the assets of the Company upon repayment of the Existing Indebtedness; and
(vi) all other certificates, instruments, agreements, and documents as Purchaser or its counsel may reasonably request in connection with the Closing;
RESOLVED FURTHER, that the Company is hereby authorized and directed to cooperate with the deposit into escrow of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) (the "Escrow Amount") with Continental Fiduciary Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement and in accordance with Section 2.3(b) of the Purchase Agreement, such Escrow Amount to be deposited into Escrow Account No. CFT-ESC-2025-00327 and held and distributed in accordance with the terms of the Escrow Agreement;
RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with the preparation, negotiation, execution, or delivery of the Purchase Agreement, the Ancillary Agreements, or any document, certificate, or instrument related thereto, or in furtherance of the Transaction or the other transactions contemplated by the Purchase Agreement, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company;
RESOLVED FURTHER, that each Authorized Officer is hereby authorized and empowered, for and on behalf of the Company, to take or cause to be taken all such further actions, and to execute and deliver or cause to be executed and delivered all such further agreements, instruments, certificates, filings, and documents, in the name and on behalf of the Company, as such Authorized Officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the Purchase Agreement, the execution and delivery of any such agreement, instrument, certificate, filing, or document, or the taking of any such action, to be conclusive evidence of such Authorized Officer's approval thereof;
RESOLVED FURTHER, that the foregoing resolutions shall remain in full force and effect until expressly revoked or amended by subsequent action of the Board of Directors of the Company.
[The remainder of Exhibit D consists of the signature page(s) of all members of the Board of Directors of the Company, evidencing their unanimous written consent to the foregoing resolutions, copies of which are maintained in the minute books of the Company and are available for inspection upon request.]
Name | Title | Specimen Signature
Dr. Catherine Ryland | Founder & Board Chair | ______
Daniel Burch | Chief Executive Officer | ______
Angela Moretti | Chief Financial Officer | ______
Dr. Samir Patel | Chief Medical Officer | ______
Karen Tolliver | Chief Operating Officer | ______
Patricia Kwan | Secretary & General Counsel | ______

SECRETARY'S CERTIFICATE

MEDVANCE HEALTH SYSTEMS, INC.

MEDVANCE HEALTH SYSTEMS, INC.

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

MEDVANCE HEALTH SYSTEMS, INC.

EXHIBIT B

AMENDED AND RESTATED BYLAWS

MEDVANCE HEALTH SYSTEMS, INC.

EXHIBIT C

INCUMBENCY CERTIFICATE

MEDVANCE HEALTH SYSTEMS, INC.

MEDVANCE HEALTH SYSTEMS, INC.

EXHIBIT D

RESOLUTIONS OF THE BOARD OF DIRECTORS

MEDVANCE HEALTH SYSTEMS, INC.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

MEDVANCE HEALTH SYSTEMS, INC.

IN LIEU OF A SPECIAL MEETING

NOW, THEREFORE, BE IT:

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