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SENTINEL INDEMNITY GROUP Executive & Professional Liability Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7200

April 18, 2025

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205

Attention: Angela Moretti, Chief Financial Officer

Copies to:

Ardent Healthcare Holdings Inc. 1209 Orange Street Wilmington, Delaware 19801

Attention: Priya Ranganathan, General Counsel

Velthorn Risk Advisors LLC 600 Third Avenue, 28th Floor New York, New York 10016

Attention: Marcus D. Hershfield, Senior Vice President — Executive Risk Practice

Re: Binding Confirmation — Directors' and Officers' Liability Tail (Run-Off) Policy Named Insured: MedVance Health Systems, Inc. Policy Number: To be assigned upon formal policy issuance (Binder Reference: SIG-EPL-2025-04-18-MVH) Effective Date: April 18, 2025

Dear Ms. Moretti:

Sentinel Indemnity Group ("Sentinel" or the "Insurer") is pleased to confirm the binding of a directors' and officers' liability tail (run-off) insurance policy (the "Policy") for the benefit of the pre-closing directors, officers, and certain management personnel of MedVance Health Systems, Inc. (the "Company" or "Named Insured"). This binding confirmation letter (this "Confirmation") evidences the coverage bound effective as of the date hereof and shall remain in full force and effect pending the issuance and delivery of the formal policy document.

Coverage is being bound in connection with the acquisition of the Company by Ardent Healthcare Holdings Inc. ("Purchaser" or "Ardent") pursuant to that certain Stock Purchase Agreement dated February 10, 2025 (the "SPA"), by and among Ardent Healthcare Holdings Inc., Crestline Growth Equity Fund II LP ("Crestline"), Ryland Family Holdings LLC ("Ryland Family Holdings"), the Management Sellers (as defined in the SPA), and the Company. As contemplated by Section 6.6(b) of the SPA, the Purchaser has agreed to cause the Company to obtain and fully prepay a six-year "tail" directors' and officers' liability insurance policy on terms no less favorable than the Company's expiring directors' and officers' liability insurance program. This Policy is intended to satisfy that obligation.

This Confirmation serves as evidence of bound coverage pending issuance of the formal policy document, and the terms and conditions described herein shall be binding upon Sentinel from and after the Effective Date set forth below. Velthorn Risk Advisors LLC ("Velthorn" or the "Broker") acted as the broker of record in the placement of this Policy, and Sentinel acknowledges Velthorn's role in facilitating this placement.

The terms and conditions of the Policy are summarized below. In all cases, the formal policy document, when issued, shall govern the rights and obligations of the parties, subject to the proviso set forth in Section 7 of this Confirmation.

SECTION 1 — POLICY DETAILS

1.1 — Named Insured

The Named Insured under the Policy is MedVance Health Systems, Inc. (EIN: 62-7083149), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and headquarters located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205.

The definition of the Named Insured includes all direct and indirect subsidiaries of MedVance Health Systems, Inc. as they existed immediately prior to the Closing Date (as defined below), including without limitation MedVance Physician Partners LLC, MedVance Ambulatory Services Inc., MedVance Behavioral Health Holdings LLC, and any other entity in which the Company held a majority ownership interest or controlled the composition of the board of directors (or equivalent governing body) as of the Closing Date. A complete schedule of subsidiaries shall be set forth in the formal policy and shall be consistent with the list of Company Subsidiaries disclosed at Schedule 3.6 of the SPA Disclosure Schedules.

1.2 — Policy Type

The Policy is a Directors' and Officers' Liability Insurance — Tail / Run-Off Policy, written on a claims-made basis. The Policy provides coverage for Claims (as that term will be defined in the formal policy) first made against Insured Persons during the Policy Period for Wrongful Acts committed on or prior to April 18, 2025 (the "Closing Date," which shall also serve as the "Continuity Date" for purposes of the Policy). No coverage is afforded under the Policy for Wrongful Acts committed after the Closing Date.

The Policy is designed to function as a run-off extension of the Company's expiring directors' and officers' liability insurance program, which was placed with Sentinel under Policy Number EPL-DO-2022-8841 (the "Expiring Policy"), and the terms and conditions of this tail Policy mirror those of the Expiring Policy in all material respects, except as expressly modified in the formal policy or as set forth herein.

1.3 — Policy Period

The Policy Period shall commence on April 18, 2025, at 12:01 a.m. Eastern Time (the "Inception Date") and shall expire on April 18, 2031, at 12:01 a.m. Eastern Time (the "Expiration Date"), a period of six (6) years from inception.

The Policy is non-cancelable for the full Policy Period. Neither the Named Insured, any Insured Person, nor the Insurer may cancel the Policy during the Policy Period, except as expressly provided in Section 4.1 of this Confirmation. The non-cancelable nature of the Policy is a material term of the coverage and is fundamental to the bargain between the parties.

1.4 — Retroactive Date

The Retroactive Date under the Policy is unlimited (also referred to as "full prior acts" coverage). The Policy covers Wrongful Acts occurring at any time from the inception of the Company's existence — MedVance Health Systems, Inc. was founded in 2009 — through and including the Closing Date of April 18, 2025, provided that the resulting Claim is first made during the Policy Period. There is no retroactive date limitation that would otherwise restrict coverage for Wrongful Acts predating any particular date.

SECTION 2 — INSURED PERSONS

The Policy provides coverage to all natural persons who served as directors, officers, or members of the board of directors (or equivalent governing body) of the Company or any of its subsidiaries at any time on or prior to April 18, 2025 (each, an "Insured Person" and collectively, the "Insured Persons"). The term "Insured Persons" shall be defined in the formal policy to include any person who held the title or performed the functional equivalent of a director, officer, trustee, governor, manager (of a limited liability company), or member of a management committee of the Company or any subsidiary, whether elected, appointed, or serving in a de facto capacity.

Without limitation to the generality of the foregoing definition, the Insured Persons specifically include the following individuals:

• Dr. Catherine Ryland — Founder and Board Chair

• Daniel Burch — Chief Executive Officer

• Angela Moretti — Chief Financial Officer

• Dr. Samir Patel — Chief Medical Officer

• Karen Tolliver — Chief Operating Officer

• All board-designated representatives of Crestline Growth Equity Fund II LP and Ryland Family Holdings LLC who served in director capacities on the Company's Board of Directors at any time prior to the Closing Date, including without limitation Thomas K. Eversole (Crestline designee) and Jason M. Ryland (Ryland Family Holdings designee)

• All other persons who served as directors or officers of the Company or any of its subsidiaries at any time on or prior to the Closing Date, whether or not currently serving in such capacity

Coverage under the Policy extends to the estates, heirs, legal representatives, and assigns of any Insured Person who is deceased, incompetent, insolvent, or bankrupt, but only to the extent of such Insured Person's interest in the coverage provided under the Policy and only for Claims arising out of Wrongful Acts of such Insured Person.

It is expressly understood and agreed that coverage under this Policy is limited to Wrongful Acts committed on or prior to the Closing Date. No coverage shall be afforded under this Policy for any act, error, omission, misstatement, misleading statement, breach of duty, or neglect committed or allegedly committed by any person after the Closing Date, regardless of whether such person is or was an Insured Person.

A final Schedule of Insured Persons shall be prepared and appended to the formal policy. The Named Insured and the Broker shall cooperate with Sentinel in finalizing such schedule within thirty (30) days of the Effective Date, provided that the failure to include any particular individual on such schedule shall not, in and of itself, constitute grounds for denial of coverage if such individual otherwise meets the definition of an Insured Person under the Policy.

SECTION 3 — COVERAGE SUMMARY

3.1 — Insuring Agreements

The Policy shall contain three insuring agreements, as follows:

Side A — Non-Indemnifiable Loss. The Insurer shall pay, on behalf of each Insured Person, Loss arising from Claims first made during the Policy Period for Wrongful Acts committed on or prior to the Closing Date, but only to the extent that the Company has not indemnified, and is not permitted or required to indemnify, such Insured Person for such Loss by reason of the Company's financial inability to do so, the Company's legal prohibition from doing so, the Company's refusal to do so, or otherwise. Side A coverage is intended to serve as the "last resort" protection for Insured Persons in circumstances where the Company's indemnification obligations are unavailable, including without limitation in circumstances arising from the post-acquisition restructuring or financial condition of the Company. Side A coverage is of particular importance in the run-off context, as the Company's willingness or ability to indemnify its former directors and officers may change following the change of control.

Side B — Corporate Reimbursement. The Insurer shall reimburse the Company for indemnification payments made by the Company to or on behalf of Insured Persons for Loss arising from Claims first made during the Policy Period for Wrongful Acts committed on or prior to the Closing Date, to the extent that the Company is permitted or required by law, its organizational documents, or contract to indemnify such Insured Persons. Side B coverage operates as entity-level coverage that reimburses the Company for the financial burden of its indemnification obligations.

Side C — Entity Securities Claims. The Insurer shall pay, on behalf of the Company, Loss arising from Securities Claims (as that term will be defined in the formal policy) first made during the Policy Period against the Company for Wrongful Acts committed on or prior to the Closing Date, but only to the extent such Securities Claims allege violations of federal or state securities laws or regulations in connection with the purchase or sale of securities of the Company. Side C coverage is included to the extent applicable given the Company's status as a privately held entity; however, coverage is available for claims alleging securities fraud in connection with any private placement, exempt offering, or other transaction involving securities of the Company that occurred on or prior to the Closing Date.

The tail Policy mirrors the terms and conditions of the Expiring Policy in all material respects with respect to the scope and structure of the insuring agreements, subject to such modifications as may be set forth in the formal policy. Any modifications from the Expiring Policy shall be identified in a comparison document to be provided by Sentinel to the Broker concurrently with the formal policy.

3.2 — Aggregate Limit of Liability

The aggregate limit of liability under the Policy shall be Twelve Million Dollars ($12,000,000) for all Loss, including Defense Costs (as defined below), arising from all Claims made during the Policy Period (the "Aggregate Limit"). The Aggregate Limit is the maximum amount payable under the Policy during the entire six-year Policy Period, regardless of the number of Claims made or the number of Insured Persons involved.

The Policy is written on a non-duty-to-defend basis, which is customary for directors' and officers' liability insurance. Sentinel does not assume a duty to defend any Insured Person. Rather, the Insured Persons shall have the right and duty to defend themselves against any Claim, and Sentinel shall reimburse Defense Costs in accordance with the terms of the Policy, subject to the Aggregate Limit and applicable retention. The distinction between a "duty to defend" policy and a "duty to reimburse" policy is material, and the Insured Persons are encouraged to consult with their own counsel regarding the practical implications of this structure.

The Aggregate Limit set forth above is consistent with the limit of liability agreed upon during the placement process conducted through Velthorn Risk Advisors LLC and reflects the coverage tower negotiated for this run-off program. The Aggregate Limit applies in the aggregate to all Insuring Agreements (Side A, Side B, and Side C) combined, and there are no separate sub-limits applicable to any individual Insuring Agreement unless otherwise specified in the formal policy.

3.3 — Retention / Self-Insured Retention

The following retentions shall apply on a per-Claim basis:

Side A (Non-Indemnifiable Loss): $0 (no retention). Consistent with market practice for directors' and officers' liability insurance, no retention applies to Side A coverage. Loss payable under Side A shall be payable from the first dollar of covered Loss, without application of any self-insured retention or deductible.

Side B (Corporate Reimbursement): $250,000 per Claim. The Company shall bear the first $250,000 of Loss (including Defense Costs) arising from each Claim covered under Side B before the Insurer's obligation to reimburse the Company is triggered.

Side C (Entity Securities Claims): $250,000 per Claim. The Company shall bear the first $250,000 of Loss (including Defense Costs) arising from each Securities Claim covered under Side C before the Insurer's payment obligation is triggered.

The retention amounts set forth above are consistent with the retention structure of the Expiring Policy. The retention is satisfied by the actual payment of Loss by the Company or the Insured Person, as applicable, and the retention shall not reduce the Aggregate Limit. A single Claim shall be subject to only one retention, regardless of the number of Insured Persons involved or the number of Wrongful Acts alleged.

3.4 — Defense Costs

Defense Costs are included within the Aggregate Limit of Liability and shall erode the Aggregate Limit on a dollar-for-dollar basis (commonly referred to as an "eroding limit" or "burning limit" structure). Defense Costs include reasonable and necessary attorneys' fees, expert witness fees, court costs, and other expenses incurred in the investigation, adjustment, defense, or appeal of any Claim, but do not include the compensation or overhead of any Insured Person or the Company.

Insured Persons shall have the right to select their own defense counsel in connection with any Claim covered under the Policy, subject to the prior written consent of Sentinel, which consent shall not be unreasonably withheld, delayed, or conditioned. Sentinel reserves the right to associate counsel of its own choosing at its own expense to monitor proceedings and protect its interests, but such associated counsel shall not direct or control the defense of any Claim.

Sentinel shall advance Defense Costs on a current basis prior to the final disposition of any Claim, subject to the applicable retention and the Insured Person's or the Company's written undertaking to repay such advanced Defense Costs in the event and to the extent it is finally determined that such Claim is not covered under the Policy. Interim advancement of Defense Costs shall not constitute a waiver of any coverage defense or right of reimbursement.

SECTION 4 — KEY TERMS AND CONDITIONS

4.1 — Non-Cancellation

The Policy is fully prepaid and non-cancelable for the entire six-year Policy Period commencing April 18, 2025, and expiring April 18, 2031. Once the premium has been paid, no party — neither the Named Insured, any Insured Person, the Purchaser, nor the Insurer — shall have the right to cancel the Policy during the Policy Period. The premium is deemed fully earned upon the Effective Date and is non-refundable under any circumstances.

Notwithstanding the foregoing, Sentinel reserves the right to rescind the Policy, or to void coverage as to any particular Insured Person, in the event of fraudulent misrepresentation in the application for insurance or in any materials submitted to Sentinel in connection with the underwriting of this Policy. Any such rescission or voiding of coverage shall require a final, non-appealable judicial determination that the application or materials contained materially fraudulent misrepresentations. The application of the fraud exclusion or rescission right shall be applied severally as to each Insured Person and shall not be imputed from one Insured Person to another, except as otherwise specified in the formal policy.

4.2 — Governing Law

The Policy shall be governed by, and construed in accordance with, the laws of the State of Connecticut, which is the state of domicile of Sentinel Indemnity Group, without regard to the conflict of laws principles thereof, unless the formal policy specifies an alternative governing jurisdiction. Notwithstanding the foregoing, to the extent that the applicable law of any other jurisdiction would provide broader coverage to the Insured Persons with respect to a particular Claim, the formal policy may include a "most favorable jurisdiction" endorsement, the terms of which shall be set forth in the formal policy.

4.3 — Subrogation

Upon payment of any Loss under the Policy, Sentinel shall be subrogated to the rights of recovery of the Insured Persons and/or the Company against any third party responsible for such Loss. The Insured Persons and the Company agree to cooperate fully with Sentinel in the exercise of any such subrogation rights and to execute all documents necessary to enable Sentinel to pursue recovery in the name of the Insured Persons or the Company, as applicable.

Notwithstanding the foregoing, Sentinel hereby waives any right of subrogation against any Insured Person, except in cases where such Insured Person has been finally adjudicated (by a court of competent jurisdiction from which no further appeal may be taken) to have committed fraud or willful misconduct in connection with the Wrongful Act giving rise to the Claim. This waiver of subrogation is a material term of the coverage and is intended to ensure that Insured Persons are not exposed to indemnification claims by the Insurer for covered Losses.

4.4 — Territory

The Policy provides worldwide coverage for Claims brought in any jurisdiction, including without limitation any court, tribunal, regulatory body, arbitration panel, or administrative agency located in the United States or any foreign country. Coverage is not limited to Claims brought within the United States. The worldwide territorial scope of the Policy is subject to the exclusions set forth in Section 5 of this Confirmation and in the formal policy, as well as any applicable sanctions, embargo, or trade restriction imposed by the United States government, including without limitation the regulations administered by the Office of Foreign Assets Control of the United States Department of the Treasury.

4.5 — Reporting Requirements

Claims must be reported to Sentinel in writing during the Policy Period, or if later, within sixty (60) days after the expiration of the Policy Period, provided that the Insured Person or the Company had no knowledge of such Claim prior to the expiration of the Policy Period. Sentinel will consider late-reported Claims in its discretion and in accordance with applicable law, but prompt reporting is a condition of coverage and late reporting may, in certain circumstances, constitute grounds for a coverage defense.

In addition, if during the Policy Period any Insured Person becomes aware of circumstances that could reasonably be expected to give rise to a Claim, the Insured Person or the Company may provide written notice to Sentinel of such circumstances (a "Circumstances Notice"). If a Claim is subsequently made arising out of the circumstances described in the Circumstances Notice, such Claim shall be deemed to have been first made during the Policy Period for purposes of coverage, regardless of when the actual Claim is asserted.

All Claims and Circumstances Notices should be reported to:

Sentinel Indemnity Group Executive & Professional Liability Claims Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7210 Facsimile: (860) 555-7211

Email: EPL.Claims@sentinelindemnitygroup.com

Attention: Director of Claims, Executive & Professional Liability

Copies of all Claims notices should also be provided to the Broker of Record at the contact information set forth in Section 9.

SECTION 5 — EXCLUSIONS

The Policy shall contain customary exclusions applicable to directors' and officers' liability insurance. The exclusions will be set forth in full in the formal policy document and are consistent with the exclusions contained in the Expiring Policy, subject to such modifications as may be identified in the formal policy. A summary of the principal exclusions is set forth below. The following summary is for informational purposes only and is not exhaustive; reference should be made to the formal policy for the complete and controlling language of all exclusions.

The Policy shall not cover any Loss arising from or in connection with:

(a) Fraud, Dishonesty, or Criminal Conduct. Any Claim based upon, arising out of, or attributable to any dishonest, fraudulent, or criminal act or omission, or any willful violation of any statute, rule, or regulation by an Insured Person. This exclusion shall apply only if such conduct has been established by a final, non-appealable adjudication in the underlying proceeding or in a separate proceeding. The fraud exclusion shall be applied severally to each Insured Person, and the conduct of one Insured Person shall not be imputed to any other Insured Person for purposes of this exclusion.

(b) Prior or Pending Litigation. Any Claim based upon, arising out of, or attributable to any litigation, arbitration, regulatory proceeding, or administrative action that was pending on or before the Inception Date, or any Claim based upon the same or substantially the same facts, circumstances, or allegations underlying such prior or pending matters. As disclosed in the SPA Disclosure Schedules (Schedule 3.14) and in the application for this Policy, the Company has two (2) pending medical malpractice lawsuits as of the Inception Date, with a combined estimated exposure of approximately $4,200,000. These pending matters — specifically, Rivera v. MedVance Physician Partners LLC et al., Case No. 3:2024-cv-00471 (M.D. Tenn.), and Estate of Watkins v. MedVance Health Systems, Inc. et al., Case No. 2024-L-08832 (Davidson County Circuit Court) — are excluded from coverage under this Policy as prior or pending litigation. Any future Claim arising from the same or substantially similar facts, circumstances, or allegations as the Rivera and Watkins matters shall also be excluded. These pending matters are scheduled on the formal policy's Prior and Pending Litigation Schedule.

(c) Insured-Versus-Insured Claims. Any Claim brought by, on behalf of, or at the direction of the Company or any Insured Person against another Insured Person. This exclusion is subject to the following customary carve-backs, which restore coverage for:

(i) derivative actions brought by shareholders or members of the Company, whether directly or derivatively, without the solicitation, assistance, participation, or intervention of any Insured Person who is a defendant in such action;

(ii) whistleblower or retaliation claims brought by an Insured Person in a capacity as an employee or former employee, including claims under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, or analogous state statutes;

(iii) Claims brought by the post-Closing entity (i.e., the Company as controlled by the Purchaser after the Closing Date, or the Purchaser itself, or any successor or assign of either) against former directors and officers of the Company who are Insured Persons under this Policy, to the extent such Claims allege pre-Closing Wrongful Acts. This carve-back is of particular importance in the run-off context and is intended to preserve coverage for the Insured Persons in the event the post-acquisition entity pursues claims against former management; and

(iv) cross-claims or counterclaims asserted by an Insured Person in response to a covered Claim.

(d) Bodily Injury and Property Damage. Any Claim for bodily injury, sickness, disease, death, emotional distress (to the extent constituting bodily injury), or damage to or destruction of any tangible property, including loss of use thereof. This exclusion recognizes that bodily injury and property damage claims are covered under separate general liability and professional liability insurance policies maintained by the Company.

(e) ERISA. Any Claim alleging violations of the Employee Retirement Income Security Act of 1974, as amended, or any regulations promulgated thereunder, to the extent such Claim is brought against any Insured Person in his or her capacity as a fiduciary of any employee benefit plan maintained by or contributed to by the Company. This exclusion is subject to customary carve-backs for Claims alleging breach of fiduciary duty in a non-ERISA capacity, and for employment practices Claims that do not allege ERISA fiduciary liability.

(f) Pollution and Environmental Liability. Any Claim based upon, arising out of, or attributable to the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, escape, or disposal of pollutants or contaminants into or upon the environment, including without limitation the atmosphere, soil, surface water, or groundwater. This exclusion recognizes that environmental liability claims are addressed under separate environmental impairment liability policies.

(g) Professional Services and Medical Malpractice. Any Claim arising out of the rendering of, or failure to render, professional medical services, healthcare services, or medical advice by the Company or any Insured Person. This exclusion recognizes that professional liability and medical malpractice claims are covered under the Company's separate professional liability and medical malpractice insurance programs. This exclusion shall not apply to Claims alleging mismanagement, breach of fiduciary duty, or governance failures that do not arise out of the provision of clinical or medical services.

The full and complete text of all exclusions, together with any applicable definitions, shall be set forth in the formal policy. Sentinel confirms that the exclusions contained in the formal policy will be consistent with those contained in the Expiring Policy, except as identified in a comparison document to be provided by Sentinel to the Broker.

SECTION 6 — PREMIUM

The total premium for the Policy is a one-time, fully prepaid amount of Four Hundred Eighty-Five Thousand Dollars ($485,000.00) (the "Premium"). The Premium covers the entire six-year Policy Period from April 18, 2025 through April 18, 2031, and no additional premiums, assessments, audit adjustments, retrospective premium adjustments, or other charges of any kind shall be due from the Named Insured, any Insured Person, or the Purchaser at any time during the Policy Period.

The Premium is deemed fully earned upon the Effective Date and is non-refundable under any circumstances, including without limitation the cancellation, rescission, or termination of the Policy (to the extent permitted under Section 4.1), or the winding down, dissolution, or bankruptcy of the Named Insured.

The Premium is payable to Sentinel Indemnity Group upon or prior to the Effective Date. As of the date of this Confirmation, Sentinel acknowledges receipt of the Premium in full by wire transfer received on April 17, 2025, in the amount of $485,000.00, reference: "MedVance D&O Tail — Closing Premium." The Premium is therefore fully paid, and no further premium obligation exists.

Applicable state surplus lines taxes and regulatory surcharges, as required by the State of Tennessee and any other applicable jurisdictions, are in addition to the stated Premium and are estimated to total approximately $19,400.00. These taxes and surcharges shall be the responsibility of the policyholder and will be invoiced separately by Velthorn Risk Advisors LLC in accordance with applicable surplus lines filing requirements. Sentinel makes no representation regarding the tax obligations of the Named Insured or the Purchaser and recommends that the parties consult their own tax advisors.

The Premium obligation has been assumed by the Purchaser, Ardent Healthcare Holdings Inc., pursuant to Section 6.6(b) of the Stock Purchase Agreement. The Purchaser has funded the Premium as a Closing obligation. Notwithstanding the Purchaser's assumption of the Premium obligation, the Named Insured remains the policyholder under the terms of the Policy, and the Insurer's obligations run to the Named Insured and the Insured Persons, not to the Purchaser (except to the extent the Purchaser may qualify as an additional insured or interested party under the formal policy).

SECTION 7 — POLICY ISSUANCE

The formal policy document shall be issued by Sentinel within thirty (30) calendar days of the Effective Date (i.e., no later than May 18, 2025). The formal policy will include the complete policy form, all endorsements, schedules, and declarations, and will constitute the complete and controlling contract of insurance between the parties.

The formal policy shall be delivered to the Named Insured at the following address:

MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205

Attention: Angela Moretti, Chief Financial Officer

Copies of the formal policy shall also be delivered to:

Velthorn Risk Advisors LLC 600 Third Avenue, 28th Floor New York, New York 10016

Attention: Marcus D. Hershfield, Senior Vice President — Executive Risk Practice

Ardent Healthcare Holdings Inc. 1209 Orange Street Wilmington, Delaware 19801

Attention: Priya Ranganathan, General Counsel

In the event of any conflict between the terms of this binding Confirmation and the formal policy document, the formal policy shall control; provided, however, that the coverage afforded under the formal policy shall not be less favorable in any material respect than the terms set forth in this Confirmation. If the Named Insured or the Broker believes that any term or condition of the formal policy is less favorable than the corresponding term or condition set forth herein, the Named Insured or the Broker shall notify Sentinel in writing within fifteen (15) business days of receipt of the formal policy, and the parties shall work in good faith to resolve any such discrepancy.

This Confirmation is in full force and effect from the Effective Date and shall remain effective until the earlier of (a) the issuance and delivery of the formal policy, or (b) the expiration of the Policy Period. Coverage under this Confirmation is immediately effective and shall not be conditioned upon the issuance of the formal policy.

SECTION 8 — BROKER OF RECORD

Sentinel acknowledges and confirms that Velthorn Risk Advisors LLC is the duly appointed broker of record for this placement. Velthorn has acted as the Company's insurance advisor and intermediary in the negotiation, structuring, and placement of this Policy, and Sentinel has relied upon Velthorn's representations regarding the coverage terms, premium, and other material aspects of this placement.

All correspondence, notices, premium invoices, policy documents, endorsements, and other communications regarding this Policy should be directed through Velthorn Risk Advisors LLC at the address set forth in Section 9, unless otherwise specified by the Named Insured in writing. Sentinel will copy Velthorn on all material communications with the Named Insured, including without limitation claims acknowledgment letters, reservation of rights letters, and coverage determinations.

Notwithstanding the foregoing, the Named Insured and any Insured Person retain the right to communicate directly with Sentinel, and nothing in this Section 8 shall be construed to limit or restrict such direct communication, particularly with respect to the reporting of Claims or Circumstances Notices.

SECTION 9 — CONTACT INFORMATION

The following contact information is provided for reference:

Claims Reporting:

Sentinel Indemnity Group Executive & Professional Liability Claims Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7210 Facsimile: (860) 555-7211

Email: EPL.Claims@sentinelindemnitygroup.com

Attention: Victoria R. Chen, Director of Claims — Executive & Professional Liability

Underwriting Contact:

Sentinel Indemnity Group Executive & Professional Liability Underwriting Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7205 Facsimile: (860) 555-7206

Email: jonathan.whitaker@sentinelindemnitygroup.com

Attention: Jonathan M. Whitaker, Vice President — Executive Lines Underwriting

Broker of Record:

Velthorn Risk Advisors LLC 600 Third Avenue, 28th Floor New York, New York 10016 Telephone: (212) 555-3400 Facsimile: (212) 555-3401

Email: mhershfield@greylockrisk.com

Attention: Marcus D. Hershfield, Senior Vice President — Executive Risk Practice

SECTION 10 — CONDITIONS AND RELIANCE

This Confirmation, and the coverage bound hereunder, is issued by Sentinel in reliance on the information provided in the application for insurance dated March 3, 2025 (the "Application"), and the representations, warranties, and statements made therein by the Company and its directors and officers. The Application, together with all supplemental materials, financial statements, and disclosure documents provided to Sentinel during the underwriting process, shall be deemed incorporated by reference into the formal policy and shall constitute the basis of the contract of insurance between the parties.

Sentinel confirms that it has been provided with, and has reviewed, the following materials in connection with the underwriting of this Policy:

(a) The Application, signed by Angela Moretti, Chief Financial Officer, dated March 3, 2025;

(b) The Company's audited financial statements for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024;

(c) Relevant portions of the SPA Disclosure Schedules, including Schedule 3.14 (Litigation), Schedule 3.6 (Subsidiaries), Schedule 3.8 (Compliance with Laws), and Schedule 3.18 (Insurance);

(d) A summary of the Company's pending and threatened litigation, including the two pending medical malpractice suits — Rivera v. MedVance Physician Partners LLC et al. and Estate of Watkins v. MedVance Health Systems, Inc. et al. — with an aggregate estimated exposure of approximately $4,200,000, as disclosed in Schedule 3.14 of the SPA Disclosure Schedules;

(e) A summary of regulatory matters and governmental investigations, if any, involving the Company or its subsidiaries;

(f) The Company's corporate governance documents, including its Amended and Restated Certificate of Incorporation, Bylaws, and the indemnification agreements entered into with its directors and officers; and

(g) Such other materials as were requested by Sentinel during the underwriting process.

Sentinel has underwritten this Policy based on the foregoing materials and on the warranties and representations of the Company contained in the Application. The Company's warranty in Section 3.18(c) of the SPA regarding the accuracy and completeness of information provided to insurers is acknowledged by Sentinel and has been taken into account in the underwriting of this Policy.

Sentinel reserves all rights with respect to any material misrepresentation or omission in the Application or any supplemental materials, as more fully set forth in Section 4.1 of this Confirmation. The Insured Persons and the Company are reminded of their continuing obligation to provide accurate and complete information to Sentinel and to promptly notify Sentinel of any material change in the information previously provided.

We trust that this Confirmation accurately reflects the terms of the coverage bound on behalf of MedVance Health Systems, Inc. and its pre-closing directors and officers. Should you have any questions regarding the terms set forth herein, or if any corrections or clarifications are required, please do not hesitate to contact the undersigned or your broker at Velthorn Risk Advisors LLC.

We appreciate the opportunity to provide this important coverage and look forward to a continued relationship with the insureds and their advisors.

Sincerely,

SENTINEL INDEMNITY GROUP Executive & Professional Liability Division

By: ________

Name: Jonathan M. Whitaker

Title: Vice President, Executive Lines Underwriting

Date: April 18, 2025

ACKNOWLEDGMENT OF RECEIPT

The undersigned hereby acknowledge receipt of this binding Confirmation and confirm that the terms set forth herein are consistent with the coverage placed through Velthorn Risk Advisors LLC on behalf of MedVance Health Systems, Inc.

VELTHORN RISK ADVISORS LLC — Broker Acknowledgment

VELTHORN RISK ADVISORS LLC

By: ________

Name: Marcus D. Hershfield

Title: Senior Vice President, Executive Risk Practice

Date: ________

MEDVANCE HEALTH SYSTEMS, INC. — Named Insured Acknowledgment

MEDVANCE HEALTH SYSTEMS, INC.

By: ________

Name: Angela Moretti

Title: Chief Financial Officer

Date: ________

ENCLOSURES / ATTACHMENTS

The following documents are enclosed with this Confirmation or will be forwarded under separate cover as indicated:

1. Summary of Coverage Terms — Enclosed herewith as Attachment A (two-page summary of key coverage terms, limits, retentions, and exclusions for reference).

2. Schedule of Insured Persons — To be finalized within thirty (30) days of the Effective Date. A preliminary schedule based on information provided in the Application is enclosed as Attachment B (draft); please review and provide any corrections or additions to Sentinel through Velthorn Risk Advisors LLC.

3. Premium Invoice — Enclosed herewith as Attachment C. As noted in Section 6, Sentinel acknowledges receipt of the full Premium of $485,000.00 as of April 17, 2025. The invoice is enclosed for record-keeping purposes.

4. Claims Reporting Instructions — Enclosed herewith as Attachment D, setting forth step-by-step instructions for reporting Claims and Circumstances Notices to Sentinel's Executive & Professional Liability Claims Division, including contact information, required documentation, and suggested timelines.

CONFIDENTIAL — This binding confirmation letter and the information contained herein are confidential and are intended solely for the use of the addressees and the parties identified herein. This document does not constitute the formal policy of insurance and is subject to the terms and conditions of the formal policy when issued. Distribution of this document to any party other than those identified herein, or their respective legal and financial advisors, is prohibited without the prior written consent of Sentinel Indemnity Group.

SENTINEL INDEMNITY GROUP Executive & Professional Liability Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7200 | Facsimile: (860) 555-7201 www.sentinelindemnitygroup.com
April 18, 2025
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205
Attention: Angela Moretti, Chief Financial Officer
Copies to:
Ardent Healthcare Holdings Inc. 1209 Orange Street Wilmington, Delaware 19801
Attention: Priya Ranganathan, General Counsel
Velthorn Risk Advisors LLC 600 Third Avenue, 28th Floor New York, New York 10016
Attention: Marcus D. Hershfield, Senior Vice President — Executive Risk Practice
Re: Binding Confirmation — Directors' and Officers' Liability Tail (Run-Off) Policy Named Insured: MedVance Health Systems, Inc. Policy Number: To be assigned upon formal policy issuance (Binder Reference: SIG-EPL-2025-04-18-MVH) Effective Date: April 18, 2025
Dear Ms. Moretti:
Sentinel Indemnity Group ("Sentinel" or the "Insurer") is pleased to confirm the binding of a directors' and officers' liability tail (run-off) insurance policy (the "Policy") for the benefit of the pre-closing directors, officers, and certain management personnel of MedVance Health Systems, Inc. (the "Company" or "Named Insured"). This binding confirmation letter (this "Confirmation") evidences the coverage bound effective as of the date hereof and shall remain in full force and effect pending the issuance and delivery of the formal policy document.
Coverage is being bound in connection with the acquisition of the Company by Ardent Healthcare Holdings Inc. ("Purchaser" or "Ardent") pursuant to that certain Stock Purchase Agreement dated February 10, 2025 (the "SPA"), by and among Ardent Healthcare Holdings Inc., Crestline Growth Equity Fund II LP ("Crestline"), Ryland Family Holdings LLC ("Ryland Family Holdings"), the Management Sellers (as defined in the SPA), and the Company. As contemplated by Section 6.6(b) of the SPA, the Purchaser has agreed to cause the Company to obtain and fully prepay a six-year "tail" directors' and officers' liability insurance policy on terms no less favorable than the Company's expiring directors' and officers' liability insurance program. This Policy is intended to satisfy that obligation.
This Confirmation serves as evidence of bound coverage pending issuance of the formal policy document, and the terms and conditions described herein shall be binding upon Sentinel from and after the Effective Date set forth below. Velthorn Risk Advisors LLC ("Velthorn" or the "Broker") acted as the broker of record in the placement of this Policy, and Sentinel acknowledges Velthorn's role in facilitating this placement.
The terms and conditions of the Policy are summarized below. In all cases, the formal policy document, when issued, shall govern the rights and obligations of the parties, subject to the proviso set forth in Section 7 of this Confirmation.
SECTION 1 — POLICY DETAILS
1.1 — Named Insured
The Named Insured under the Policy is MedVance Health Systems, Inc. (EIN: 62-7083149), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and headquarters located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205.
The definition of the Named Insured includes all direct and indirect subsidiaries of MedVance Health Systems, Inc. as they existed immediately prior to the Closing Date (as defined below), including without limitation MedVance Physician Partners LLC, MedVance Ambulatory Services Inc., MedVance Behavioral Health Holdings LLC, and any other entity in which the Company held a majority ownership interest or controlled the composition of the board of directors (or equivalent governing body) as of the Closing Date. A complete schedule of subsidiaries shall be set forth in the formal policy and shall be consistent with the list of Company Subsidiaries disclosed at Schedule 3.6 of the SPA Disclosure Schedules.
1.2 — Policy Type
The Policy is a Directors' and Officers' Liability Insurance — Tail / Run-Off Policy, written on a claims-made basis. The Policy provides coverage for Claims (as that term will be defined in the formal policy) first made against Insured Persons during the Policy Period for Wrongful Acts committed on or prior to April 18, 2025 (the "Closing Date," which shall also serve as the "Continuity Date" for purposes of the Policy). No coverage is afforded under the Policy for Wrongful Acts committed after the Closing Date.
The Policy is designed to function as a run-off extension of the Company's expiring directors' and officers' liability insurance program, which was placed with Sentinel under Policy Number EPL-DO-2022-8841 (the "Expiring Policy"), and the terms and conditions of this tail Policy mirror those of the Expiring Policy in all material respects, except as expressly modified in the formal policy or as set forth herein.
1.3 — Policy Period
The Policy Period shall commence on April 18, 2025, at 12:01 a.m. Eastern Time (the "Inception Date") and shall expire on April 18, 2031, at 12:01 a.m. Eastern Time (the "Expiration Date"), a period of six (6) years from inception.
The Policy is non-cancelable for the full Policy Period. Neither the Named Insured, any Insured Person, nor the Insurer may cancel the Policy during the Policy Period, except as expressly provided in Section 4.1 of this Confirmation. The non-cancelable nature of the Policy is a material term of the coverage and is fundamental to the bargain between the parties.
1.4 — Retroactive Date
The Retroactive Date under the Policy is unlimited (also referred to as "full prior acts" coverage). The Policy covers Wrongful Acts occurring at any time from the inception of the Company's existence — MedVance Health Systems, Inc. was founded in 2009 — through and including the Closing Date of April 18, 2025, provided that the resulting Claim is first made during the Policy Period. There is no retroactive date limitation that would otherwise restrict coverage for Wrongful Acts predating any particular date.
SECTION 2 — INSURED PERSONS
The Policy provides coverage to all natural persons who served as directors, officers, or members of the board of directors (or equivalent governing body) of the Company or any of its subsidiaries at any time on or prior to April 18, 2025 (each, an "Insured Person" and collectively, the "Insured Persons"). The term "Insured Persons" shall be defined in the formal policy to include any person who held the title or performed the functional equivalent of a director, officer, trustee, governor, manager (of a limited liability company), or member of a management committee of the Company or any subsidiary, whether elected, appointed, or serving in a de facto capacity.
Without limitation to the generality of the foregoing definition, the Insured Persons specifically include the following individuals:
•  Dr. Catherine Ryland — Founder and Board Chair
•  Daniel Burch — Chief Executive Officer
•  Angela Moretti — Chief Financial Officer
•  Dr. Samir Patel — Chief Medical Officer
•  Karen Tolliver — Chief Operating Officer
•  All board-designated representatives of Crestline Growth Equity Fund II LP and Ryland Family Holdings LLC who served in director capacities on the Company's Board of Directors at any time prior to the Closing Date, including without limitation Thomas K. Eversole (Crestline designee) and Jason M. Ryland (Ryland Family Holdings designee)
•  All other persons who served as directors or officers of the Company or any of its subsidiaries at any time on or prior to the Closing Date, whether or not currently serving in such capacity
Coverage under the Policy extends to the estates, heirs, legal representatives, and assigns of any Insured Person who is deceased, incompetent, insolvent, or bankrupt, but only to the extent of such Insured Person's interest in the coverage provided under the Policy and only for Claims arising out of Wrongful Acts of such Insured Person.
It is expressly understood and agreed that coverage under this Policy is limited to Wrongful Acts committed on or prior to the Closing Date. No coverage shall be afforded under this Policy for any act, error, omission, misstatement, misleading statement, breach of duty, or neglect committed or allegedly committed by any person after the Closing Date, regardless of whether such person is or was an Insured Person.
A final Schedule of Insured Persons shall be prepared and appended to the formal policy. The Named Insured and the Broker shall cooperate with Sentinel in finalizing such schedule within thirty (30) days of the Effective Date, provided that the failure to include any particular individual on such schedule shall not, in and of itself, constitute grounds for denial of coverage if such individual otherwise meets the definition of an Insured Person under the Policy.
SECTION 3 — COVERAGE SUMMARY
3.1 — Insuring Agreements
The Policy shall contain three insuring agreements, as follows:
Side A — Non-Indemnifiable Loss. The Insurer shall pay, on behalf of each Insured Person, Loss arising from Claims first made during the Policy Period for Wrongful Acts committed on or prior to the Closing Date, but only to the extent that the Company has not indemnified, and is not permitted or required to indemnify, such Insured Person for such Loss by reason of the Company's financial inability to do so, the Company's legal prohibition from doing so, the Company's refusal to do so, or otherwise. Side A coverage is intended to serve as the "last resort" protection for Insured Persons in circumstances where the Company's indemnification obligations are unavailable, including without limitation in circumstances arising from the post-acquisition restructuring or financial condition of the Company. Side A coverage is of particular importance in the run-off context, as the Company's willingness or ability to indemnify its former directors and officers may change following the change of control.
Side B — Corporate Reimbursement. The Insurer shall reimburse the Company for indemnification payments made by the Company to or on behalf of Insured Persons for Loss arising from Claims first made during the Policy Period for Wrongful Acts committed on or prior to the Closing Date, to the extent that the Company is permitted or required by law, its organizational documents, or contract to indemnify such Insured Persons. Side B coverage operates as entity-level coverage that reimburses the Company for the financial burden of its indemnification obligations.
Side C — Entity Securities Claims. The Insurer shall pay, on behalf of the Company, Loss arising from Securities Claims (as that term will be defined in the formal policy) first made during the Policy Period against the Company for Wrongful Acts committed on or prior to the Closing Date, but only to the extent such Securities Claims allege violations of federal or state securities laws or regulations in connection with the purchase or sale of securities of the Company. Side C coverage is included to the extent applicable given the Company's status as a privately held entity; however, coverage is available for claims alleging securities fraud in connection with any private placement, exempt offering, or other transaction involving securities of the Company that occurred on or prior to the Closing Date.
The tail Policy mirrors the terms and conditions of the Expiring Policy in all material respects with respect to the scope and structure of the insuring agreements, subject to such modifications as may be set forth in the formal policy. Any modifications from the Expiring Policy shall be identified in a comparison document to be provided by Sentinel to the Broker concurrently with the formal policy.
3.2 — Aggregate Limit of Liability
The aggregate limit of liability under the Policy shall be Twelve Million Dollars ($12,000,000) for all Loss, including Defense Costs (as defined below), arising from all Claims made during the Policy Period (the "Aggregate Limit"). The Aggregate Limit is the maximum amount payable under the Policy during the entire six-year Policy Period, regardless of the number of Claims made or the number of Insured Persons involved.
The Policy is written on a non-duty-to-defend basis, which is customary for directors' and officers' liability insurance. Sentinel does not assume a duty to defend any Insured Person. Rather, the Insured Persons shall have the right and duty to defend themselves against any Claim, and Sentinel shall reimburse Defense Costs in accordance with the terms of the Policy, subject to the Aggregate Limit and applicable retention. The distinction between a "duty to defend" policy and a "duty to reimburse" policy is material, and the Insured Persons are encouraged to consult with their own counsel regarding the practical implications of this structure.
The Aggregate Limit set forth above is consistent with the limit of liability agreed upon during the placement process conducted through Velthorn Risk Advisors LLC and reflects the coverage tower negotiated for this run-off program. The Aggregate Limit applies in the aggregate to all Insuring Agreements (Side A, Side B, and Side C) combined, and there are no separate sub-limits applicable to any individual Insuring Agreement unless otherwise specified in the formal policy.
3.3 — Retention / Self-Insured Retention
The following retentions shall apply on a per-Claim basis:
Side A (Non-Indemnifiable Loss): $0 (no retention). Consistent with market practice for directors' and officers' liability insurance, no retention applies to Side A coverage. Loss payable under Side A shall be payable from the first dollar of covered Loss, without application of any self-insured retention or deductible.
Side B (Corporate Reimbursement): $250,000 per Claim. The Company shall bear the first $250,000 of Loss (including Defense Costs) arising from each Claim covered under Side B before the Insurer's obligation to reimburse the Company is triggered.
Side C (Entity Securities Claims): $250,000 per Claim. The Company shall bear the first $250,000 of Loss (including Defense Costs) arising from each Securities Claim covered under Side C before the Insurer's payment obligation is triggered.
The retention amounts set forth above are consistent with the retention structure of the Expiring Policy. The retention is satisfied by the actual payment of Loss by the Company or the Insured Person, as applicable, and the retention shall not reduce the Aggregate Limit. A single Claim shall be subject to only one retention, regardless of the number of Insured Persons involved or the number of Wrongful Acts alleged.
3.4 — Defense Costs
Defense Costs are included within the Aggregate Limit of Liability and shall erode the Aggregate Limit on a dollar-for-dollar basis (commonly referred to as an "eroding limit" or "burning limit" structure). Defense Costs include reasonable and necessary attorneys' fees, expert witness fees, court costs, and other expenses incurred in the investigation, adjustment, defense, or appeal of any Claim, but do not include the compensation or overhead of any Insured Person or the Company.
Insured Persons shall have the right to select their own defense counsel in connection with any Claim covered under the Policy, subject to the prior written consent of Sentinel, which consent shall not be unreasonably withheld, delayed, or conditioned. Sentinel reserves the right to associate counsel of its own choosing at its own expense to monitor proceedings and protect its interests, but such associated counsel shall not direct or control the defense of any Claim.
Sentinel shall advance Defense Costs on a current basis prior to the final disposition of any Claim, subject to the applicable retention and the Insured Person's or the Company's written undertaking to repay such advanced Defense Costs in the event and to the extent it is finally determined that such Claim is not covered under the Policy. Interim advancement of Defense Costs shall not constitute a waiver of any coverage defense or right of reimbursement.
SECTION 4 — KEY TERMS AND CONDITIONS
4.1 — Non-Cancellation
The Policy is fully prepaid and non-cancelable for the entire six-year Policy Period commencing April 18, 2025, and expiring April 18, 2031. Once the premium has been paid, no party — neither the Named Insured, any Insured Person, the Purchaser, nor the Insurer — shall have the right to cancel the Policy during the Policy Period. The premium is deemed fully earned upon the Effective Date and is non-refundable under any circumstances.
Notwithstanding the foregoing, Sentinel reserves the right to rescind the Policy, or to void coverage as to any particular Insured Person, in the event of fraudulent misrepresentation in the application for insurance or in any materials submitted to Sentinel in connection with the underwriting of this Policy. Any such rescission or voiding of coverage shall require a final, non-appealable judicial determination that the application or materials contained materially fraudulent misrepresentations. The application of the fraud exclusion or rescission right shall be applied severally as to each Insured Person and shall not be imputed from one Insured Person to another, except as otherwise specified in the formal policy.
4.2 — Governing Law
The Policy shall be governed by, and construed in accordance with, the laws of the State of Connecticut, which is the state of domicile of Sentinel Indemnity Group, without regard to the conflict of laws principles thereof, unless the formal policy specifies an alternative governing jurisdiction. Notwithstanding the foregoing, to the extent that the applicable law of any other jurisdiction would provide broader coverage to the Insured Persons with respect to a particular Claim, the formal policy may include a "most favorable jurisdiction" endorsement, the terms of which shall be set forth in the formal policy.
4.3 — Subrogation
Upon payment of any Loss under the Policy, Sentinel shall be subrogated to the rights of recovery of the Insured Persons and/or the Company against any third party responsible for such Loss. The Insured Persons and the Company agree to cooperate fully with Sentinel in the exercise of any such subrogation rights and to execute all documents necessary to enable Sentinel to pursue recovery in the name of the Insured Persons or the Company, as applicable.
Notwithstanding the foregoing, Sentinel hereby waives any right of subrogation against any Insured Person, except in cases where such Insured Person has been finally adjudicated (by a court of competent jurisdiction from which no further appeal may be taken) to have committed fraud or willful misconduct in connection with the Wrongful Act giving rise to the Claim. This waiver of subrogation is a material term of the coverage and is intended to ensure that Insured Persons are not exposed to indemnification claims by the Insurer for covered Losses.
4.4 — Territory
The Policy provides worldwide coverage for Claims brought in any jurisdiction, including without limitation any court, tribunal, regulatory body, arbitration panel, or administrative agency located in the United States or any foreign country. Coverage is not limited to Claims brought within the United States. The worldwide territorial scope of the Policy is subject to the exclusions set forth in Section 5 of this Confirmation and in the formal policy, as well as any applicable sanctions, embargo, or trade restriction imposed by the United States government, including without limitation the regulations administered by the Office of Foreign Assets Control of the United States Department of the Treasury.
4.5 — Reporting Requirements
Claims must be reported to Sentinel in writing during the Policy Period, or if later, within sixty (60) days after the expiration of the Policy Period, provided that the Insured Person or the Company had no knowledge of such Claim prior to the expiration of the Policy Period. Sentinel will consider late-reported Claims in its discretion and in accordance with applicable law, but prompt reporting is a condition of coverage and late reporting may, in certain circumstances, constitute grounds for a coverage defense.
In addition, if during the Policy Period any Insured Person becomes aware of circumstances that could reasonably be expected to give rise to a Claim, the Insured Person or the Company may provide written notice to Sentinel of such circumstances (a "Circumstances Notice"). If a Claim is subsequently made arising out of the circumstances described in the Circumstances Notice, such Claim shall be deemed to have been first made during the Policy Period for purposes of coverage, regardless of when the actual Claim is asserted.
All Claims and Circumstances Notices should be reported to:
Sentinel Indemnity Group Executive & Professional Liability Claims Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7210 Facsimile: (860) 555-7211
Email: EPL.Claims@sentinelindemnitygroup.com
Attention: Director of Claims, Executive & Professional Liability
Copies of all Claims notices should also be provided to the Broker of Record at the contact information set forth in Section 9.
SECTION 5 — EXCLUSIONS
The Policy shall contain customary exclusions applicable to directors' and officers' liability insurance. The exclusions will be set forth in full in the formal policy document and are consistent with the exclusions contained in the Expiring Policy, subject to such modifications as may be identified in the formal policy. A summary of the principal exclusions is set forth below. The following summary is for informational purposes only and is not exhaustive; reference should be made to the formal policy for the complete and controlling language of all exclusions.
The Policy shall not cover any Loss arising from or in connection with:
(a) Fraud, Dishonesty, or Criminal Conduct. Any Claim based upon, arising out of, or attributable to any dishonest, fraudulent, or criminal act or omission, or any willful violation of any statute, rule, or regulation by an Insured Person. This exclusion shall apply only if such conduct has been established by a final, non-appealable adjudication in the underlying proceeding or in a separate proceeding. The fraud exclusion shall be applied severally to each Insured Person, and the conduct of one Insured Person shall not be imputed to any other Insured Person for purposes of this exclusion.
(b) Prior or Pending Litigation. Any Claim based upon, arising out of, or attributable to any litigation, arbitration, regulatory proceeding, or administrative action that was pending on or before the Inception Date, or any Claim based upon the same or substantially the same facts, circumstances, or allegations underlying such prior or pending matters. As disclosed in the SPA Disclosure Schedules (Schedule 3.14) and in the application for this Policy, the Company has two (2) pending medical malpractice lawsuits as of the Inception Date, with a combined estimated exposure of approximately $4,200,000. These pending matters — specifically, Rivera v. MedVance Physician Partners LLC et al., Case No. 3:2024-cv-00471 (M.D. Tenn.), and Estate of Watkins v. MedVance Health Systems, Inc. et al., Case No. 2024-L-08832 (Davidson County Circuit Court) — are excluded from coverage under this Policy as prior or pending litigation. Any future Claim arising from the same or substantially similar facts, circumstances, or allegations as the Rivera and Watkins matters shall also be excluded. These pending matters are scheduled on the formal policy's Prior and Pending Litigation Schedule.
(c) Insured-Versus-Insured Claims. Any Claim brought by, on behalf of, or at the direction of the Company or any Insured Person against another Insured Person. This exclusion is subject to the following customary carve-backs, which restore coverage for:
(i) derivative actions brought by shareholders or members of the Company, whether directly or derivatively, without the solicitation, assistance, participation, or intervention of any Insured Person who is a defendant in such action;
(ii) whistleblower or retaliation claims brought by an Insured Person in a capacity as an employee or former employee, including claims under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, or analogous state statutes;
(iii) Claims brought by the post-Closing entity (i.e., the Company as controlled by the Purchaser after the Closing Date, or the Purchaser itself, or any successor or assign of either) against former directors and officers of the Company who are Insured Persons under this Policy, to the extent such Claims allege pre-Closing Wrongful Acts. This carve-back is of particular importance in the run-off context and is intended to preserve coverage for the Insured Persons in the event the post-acquisition entity pursues claims against former management; and
(iv) cross-claims or counterclaims asserted by an Insured Person in response to a covered Claim.
(d) Bodily Injury and Property Damage. Any Claim for bodily injury, sickness, disease, death, emotional distress (to the extent constituting bodily injury), or damage to or destruction of any tangible property, including loss of use thereof. This exclusion recognizes that bodily injury and property damage claims are covered under separate general liability and professional liability insurance policies maintained by the Company.
(e) ERISA. Any Claim alleging violations of the Employee Retirement Income Security Act of 1974, as amended, or any regulations promulgated thereunder, to the extent such Claim is brought against any Insured Person in his or her capacity as a fiduciary of any employee benefit plan maintained by or contributed to by the Company. This exclusion is subject to customary carve-backs for Claims alleging breach of fiduciary duty in a non-ERISA capacity, and for employment practices Claims that do not allege ERISA fiduciary liability.
(f) Pollution and Environmental Liability. Any Claim based upon, arising out of, or attributable to the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, escape, or disposal of pollutants or contaminants into or upon the environment, including without limitation the atmosphere, soil, surface water, or groundwater. This exclusion recognizes that environmental liability claims are addressed under separate environmental impairment liability policies.
(g) Professional Services and Medical Malpractice. Any Claim arising out of the rendering of, or failure to render, professional medical services, healthcare services, or medical advice by the Company or any Insured Person. This exclusion recognizes that professional liability and medical malpractice claims are covered under the Company's separate professional liability and medical malpractice insurance programs. This exclusion shall not apply to Claims alleging mismanagement, breach of fiduciary duty, or governance failures that do not arise out of the provision of clinical or medical services.
The full and complete text of all exclusions, together with any applicable definitions, shall be set forth in the formal policy. Sentinel confirms that the exclusions contained in the formal policy will be consistent with those contained in the Expiring Policy, except as identified in a comparison document to be provided by Sentinel to the Broker.
SECTION 6 — PREMIUM
The total premium for the Policy is a one-time, fully prepaid amount of Four Hundred Eighty-Five Thousand Dollars ($485,000.00) (the "Premium"). The Premium covers the entire six-year Policy Period from April 18, 2025 through April 18, 2031, and no additional premiums, assessments, audit adjustments, retrospective premium adjustments, or other charges of any kind shall be due from the Named Insured, any Insured Person, or the Purchaser at any time during the Policy Period.
The Premium is deemed fully earned upon the Effective Date and is non-refundable under any circumstances, including without limitation the cancellation, rescission, or termination of the Policy (to the extent permitted under Section 4.1), or the winding down, dissolution, or bankruptcy of the Named Insured.
The Premium is payable to Sentinel Indemnity Group upon or prior to the Effective Date. As of the date of this Confirmation, Sentinel acknowledges receipt of the Premium in full by wire transfer received on April 17, 2025, in the amount of $485,000.00, reference: "MedVance D&O Tail — Closing Premium." The Premium is therefore fully paid, and no further premium obligation exists.
Applicable state surplus lines taxes and regulatory surcharges, as required by the State of Tennessee and any other applicable jurisdictions, are in addition to the stated Premium and are estimated to total approximately $19,400.00. These taxes and surcharges shall be the responsibility of the policyholder and will be invoiced separately by Velthorn Risk Advisors LLC in accordance with applicable surplus lines filing requirements. Sentinel makes no representation regarding the tax obligations of the Named Insured or the Purchaser and recommends that the parties consult their own tax advisors.
The Premium obligation has been assumed by the Purchaser, Ardent Healthcare Holdings Inc., pursuant to Section 6.6(b) of the Stock Purchase Agreement. The Purchaser has funded the Premium as a Closing obligation. Notwithstanding the Purchaser's assumption of the Premium obligation, the Named Insured remains the policyholder under the terms of the Policy, and the Insurer's obligations run to the Named Insured and the Insured Persons, not to the Purchaser (except to the extent the Purchaser may qualify as an additional insured or interested party under the formal policy).
SECTION 7 — POLICY ISSUANCE
The formal policy document shall be issued by Sentinel within thirty (30) calendar days of the Effective Date (i.e., no later than May 18, 2025). The formal policy will include the complete policy form, all endorsements, schedules, and declarations, and will constitute the complete and controlling contract of insurance between the parties.
The formal policy shall be delivered to the Named Insured at the following address:
MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205
Attention: Angela Moretti, Chief Financial Officer
Copies of the formal policy shall also be delivered to:
Velthorn Risk Advisors LLC 600 Third Avenue, 28th Floor New York, New York 10016
Attention: Marcus D. Hershfield, Senior Vice President — Executive Risk Practice
Ardent Healthcare Holdings Inc. 1209 Orange Street Wilmington, Delaware 19801
Attention: Priya Ranganathan, General Counsel
In the event of any conflict between the terms of this binding Confirmation and the formal policy document, the formal policy shall control; provided, however, that the coverage afforded under the formal policy shall not be less favorable in any material respect than the terms set forth in this Confirmation. If the Named Insured or the Broker believes that any term or condition of the formal policy is less favorable than the corresponding term or condition set forth herein, the Named Insured or the Broker shall notify Sentinel in writing within fifteen (15) business days of receipt of the formal policy, and the parties shall work in good faith to resolve any such discrepancy.
This Confirmation is in full force and effect from the Effective Date and shall remain effective until the earlier of (a) the issuance and delivery of the formal policy, or (b) the expiration of the Policy Period. Coverage under this Confirmation is immediately effective and shall not be conditioned upon the issuance of the formal policy.
SECTION 8 — BROKER OF RECORD
Sentinel acknowledges and confirms that Velthorn Risk Advisors LLC is the duly appointed broker of record for this placement. Velthorn has acted as the Company's insurance advisor and intermediary in the negotiation, structuring, and placement of this Policy, and Sentinel has relied upon Velthorn's representations regarding the coverage terms, premium, and other material aspects of this placement.
All correspondence, notices, premium invoices, policy documents, endorsements, and other communications regarding this Policy should be directed through Velthorn Risk Advisors LLC at the address set forth in Section 9, unless otherwise specified by the Named Insured in writing. Sentinel will copy Velthorn on all material communications with the Named Insured, including without limitation claims acknowledgment letters, reservation of rights letters, and coverage determinations.
Notwithstanding the foregoing, the Named Insured and any Insured Person retain the right to communicate directly with Sentinel, and nothing in this Section 8 shall be construed to limit or restrict such direct communication, particularly with respect to the reporting of Claims or Circumstances Notices.
SECTION 9 — CONTACT INFORMATION
The following contact information is provided for reference:
Claims Reporting:
Sentinel Indemnity Group Executive & Professional Liability Claims Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7210 Facsimile: (860) 555-7211
Email: EPL.Claims@sentinelindemnitygroup.com
Attention: Victoria R. Chen, Director of Claims — Executive & Professional Liability
Underwriting Contact:
Sentinel Indemnity Group Executive & Professional Liability Underwriting Division 280 Trumbull Street, Suite 2400 Hartford, Connecticut 06103 Telephone: (860) 555-7205 Facsimile: (860) 555-7206
Email: jonathan.whitaker@sentinelindemnitygroup.com
Attention: Jonathan M. Whitaker, Vice President — Executive Lines Underwriting
Broker of Record:
Velthorn Risk Advisors LLC 600 Third Avenue, 28th Floor New York, New York 10016 Telephone: (212) 555-3400 Facsimile: (212) 555-3401
Email: mhershfield@greylockrisk.com
Attention: Marcus D. Hershfield, Senior Vice President — Executive Risk Practice
SECTION 10 — CONDITIONS AND RELIANCE
This Confirmation, and the coverage bound hereunder, is issued by Sentinel in reliance on the information provided in the application for insurance dated March 3, 2025 (the "Application"), and the representations, warranties, and statements made therein by the Company and its directors and officers. The Application, together with all supplemental materials, financial statements, and disclosure documents provided to Sentinel during the underwriting process, shall be deemed incorporated by reference into the formal policy and shall constitute the basis of the contract of insurance between the parties.
Sentinel confirms that it has been provided with, and has reviewed, the following materials in connection with the underwriting of this Policy:
(a) The Application, signed by Angela Moretti, Chief Financial Officer, dated March 3, 2025;
(b) The Company's audited financial statements for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024;
(c) Relevant portions of the SPA Disclosure Schedules, including Schedule 3.14 (Litigation), Schedule 3.6 (Subsidiaries), Schedule 3.8 (Compliance with Laws), and Schedule 3.18 (Insurance);
(d) A summary of the Company's pending and threatened litigation, including the two pending medical malpractice suits — Rivera v. MedVance Physician Partners LLC et al. and Estate of Watkins v. MedVance Health Systems, Inc. et al. — with an aggregate estimated exposure of approximately $4,200,000, as disclosed in Schedule 3.14 of the SPA Disclosure Schedules;
(e) A summary of regulatory matters and governmental investigations, if any, involving the Company or its subsidiaries;
(f) The Company's corporate governance documents, including its Amended and Restated Certificate of Incorporation, Bylaws, and the indemnification agreements entered into with its directors and officers; and
(g) Such other materials as were requested by Sentinel during the underwriting process.
Sentinel has underwritten this Policy based on the foregoing materials and on the warranties and representations of the Company contained in the Application. The Company's warranty in Section 3.18(c) of the SPA regarding the accuracy and completeness of information provided to insurers is acknowledged by Sentinel and has been taken into account in the underwriting of this Policy.
Sentinel reserves all rights with respect to any material misrepresentation or omission in the Application or any supplemental materials, as more fully set forth in Section 4.1 of this Confirmation. The Insured Persons and the Company are reminded of their continuing obligation to provide accurate and complete information to Sentinel and to promptly notify Sentinel of any material change in the information previously provided.
We trust that this Confirmation accurately reflects the terms of the coverage bound on behalf of MedVance Health Systems, Inc. and its pre-closing directors and officers. Should you have any questions regarding the terms set forth herein, or if any corrections or clarifications are required, please do not hesitate to contact the undersigned or your broker at Velthorn Risk Advisors LLC.
We appreciate the opportunity to provide this important coverage and look forward to a continued relationship with the insureds and their advisors.
Sincerely,
SENTINEL INDEMNITY GROUP Executive & Professional Liability Division
By: ________
Name: Jonathan M. Whitaker
Title: Vice President, Executive Lines Underwriting
Date: April 18, 2025
ACKNOWLEDGMENT OF RECEIPT
The undersigned hereby acknowledge receipt of this binding Confirmation and confirm that the terms set forth herein are consistent with the coverage placed through Velthorn Risk Advisors LLC on behalf of MedVance Health Systems, Inc.
VELTHORN RISK ADVISORS LLC — Broker Acknowledgment
VELTHORN RISK ADVISORS LLC
By: ________
Name: Marcus D. Hershfield
Title: Senior Vice President, Executive Risk Practice
Date: ________
MEDVANCE HEALTH SYSTEMS, INC. — Named Insured Acknowledgment
MEDVANCE HEALTH SYSTEMS, INC.
By: ________
Name: Angela Moretti
Title: Chief Financial Officer
Date: ________
ENCLOSURES / ATTACHMENTS
The following documents are enclosed with this Confirmation or will be forwarded under separate cover as indicated:
1.  Summary of Coverage Terms — Enclosed herewith as Attachment A (two-page summary of key coverage terms, limits, retentions, and exclusions for reference).
2.  Schedule of Insured Persons — To be finalized within thirty (30) days of the Effective Date. A preliminary schedule based on information provided in the Application is enclosed as Attachment B (draft); please review and provide any corrections or additions to Sentinel through Velthorn Risk Advisors LLC.
3.  Premium Invoice — Enclosed herewith as Attachment C. As noted in Section 6, Sentinel acknowledges receipt of the full Premium of $485,000.00 as of April 17, 2025. The invoice is enclosed for record-keeping purposes.
4.  Claims Reporting Instructions — Enclosed herewith as Attachment D, setting forth step-by-step instructions for reporting Claims and Circumstances Notices to Sentinel's Executive & Professional Liability Claims Division, including contact information, required documentation, and suggested timelines.
CONFIDENTIAL — This binding confirmation letter and the information contained herein are confidential and are intended solely for the use of the addressees and the parties identified herein. This document does not constitute the formal policy of insurance and is subject to the terms and conditions of the formal policy when issued. Distribution of this document to any party other than those identified herein, or their respective legal and financial advisors, is prohibited without the prior written consent of Sentinel Indemnity Group.

April 18, 2025

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

ACKNOWLEDGMENT OF RECEIPT

VELTHORN RISK ADVISORS LLC

MEDVANCE HEALTH SYSTEMS, INC.

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