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Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022

February 10, 2025

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

Attention: Board of Directors

Re: Equity Commitment — Acquisition of MedVance Health Systems, Inc.

Ladies and Gentlemen:

EQUITY COMMITMENT LETTER

1. Recitals and Background

Reference is hereby made 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 in accordance with its terms, the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), MedVance Health Systems, Inc., a Delaware corporation (the "Company"), Crestline Growth Equity Fund II LP, a Delaware limited partnership, Ryland Family Holdings LLC, a Delaware limited liability company, and the other stockholders of the Company party thereto (collectively, the "Sellers"), pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding capital stock of the Company for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), subject to customary adjustments as set forth therein, including adjustments for working capital, indebtedness, cash, and unpaid transaction expenses of the Company (the transactions contemplated by the Purchase Agreement, collectively, the "Acquisition").

The Purchaser is a Delaware corporation formed on January 8, 2025, as a wholly owned indirect subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"). Ardent Capital Management III LLC, a Delaware limited liability company, serves as the general partner of the Fund (the "General Partner"). The Purchaser was organized solely for the purpose of effectuating the Acquisition and the related transactions contemplated by the Purchase Agreement and has not conducted any business or operations, acquired any assets, or incurred any liabilities other than in connection with the Acquisition and the transactions contemplated hereby and thereby.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. This letter agreement (this "Commitment Letter") sets forth the commitment of the Fund to provide equity financing to the Purchaser in connection with the Acquisition on the terms and subject to the conditions set forth herein.

2. Commitment

Subject to the terms and conditions of this Commitment Letter, the Fund hereby irrevocably commits to contribute, or cause to be contributed, to the equity capital of the Purchaser, directly or through one or more intermediate holding entities controlled by the Fund, an aggregate amount in cash equal to Two Hundred Ninety Million Dollars ($290,000,000) (the "Commitment"), which amount shall be used by the Purchaser solely for the following purposes and in the following order of priority: (a) to fund a portion of the Purchase Price payable by the Purchaser to the Sellers at the Closing, (b) to pay related fees, costs, and expenses of the Purchaser incurred in connection with the Acquisition (including, without limitation, advisory fees, legal fees, accounting fees, and financing fees), and (c) to fund any other amounts required to be paid by the Purchaser at the Closing pursuant to the terms and conditions of the Purchase Agreement.

For the avoidance of doubt, the sources and uses of funds in connection with the Closing are expected to be as follows:

The Commitment, together with the proceeds of the Term Loan B facility in an aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000) to be made available to the Purchaser pursuant to the Credit Agreement (as defined in Section 3 below) and up to approximately Ten Million Dollars ($10,000,000) in excess cash of the Company expected to be available and applied at the Closing, shall be sufficient in the aggregate to fund all amounts required to be paid by the Purchaser at the Closing, including, without limitation, the Purchase Price, the repayment of existing indebtedness of the Company to Granton Savings Bank, N.A. in the aggregate principal amount of approximately Forty-One Million Three Hundred Thousand Dollars ($41,300,000) (together with any accrued and unpaid interest and any prepayment premiums or fees associated therewith), and all fees, costs, and expenses payable by the Purchaser at or in connection with the Closing.

The Fund's obligation to fund the Commitment shall not be subject to any conditions other than those expressly set forth in Section 3 of this Commitment Letter. Without limiting the foregoing, the Fund acknowledges and agrees that its obligation to fund the Commitment is not subject to (i) any condition regarding the accuracy of any representations or warranties of the Sellers or the Company, (ii) the receipt of any additional financing by the Fund or the Purchaser (other than the substantially simultaneous funding of the Term Loan B facility as set forth in Section 3(c)), (iii) the satisfaction of any internal investment committee or advisory committee approval, or (iv) the receipt of any capital contributions from the Fund's limited partners, it being understood that the Fund is solely responsible for obtaining such capital contributions on a timely basis.

3. Conditions to Funding

The obligation of the Fund to fund the Commitment in full in cash at the Closing shall be subject solely to the satisfaction (or valid waiver by the Purchaser, to the extent permitted under the Purchase Agreement) of each of the following conditions:

(a) Conditions Precedent Under the Purchase Agreement. All conditions precedent to the obligation of the Purchaser to consummate the Closing as set forth in Article VII of the Purchase Agreement (or such other article or section of the Purchase Agreement as may set forth such conditions) shall have been satisfied or validly waived in accordance with the terms of the Purchase Agreement; provided, that, for purposes of this Section 3(a), those conditions that by their nature are to be satisfied at the Closing (including, without limitation, the delivery of closing certificates, officer's certificates, good standing certificates, and similar deliverables) shall be deemed satisfied so long as such conditions are capable of being satisfied at the Closing and the relevant parties have indicated their willingness to satisfy such conditions at the Closing.

(b) Simultaneous Closing. The Closing shall be consummated substantially simultaneously with the funding of the Commitment in accordance with the terms and conditions of the Purchase Agreement, and no event shall have occurred or condition shall exist that would cause the Closing not to be consummated substantially simultaneously with such funding.

(c) Debt Financing. The Term Loan B facility shall be funded substantially simultaneously with the Closing in an aggregate principal amount of not less than Three Hundred Forty Million Dollars ($340,000,000) pursuant to that certain Credit Agreement, dated as of February 10, 2025 (Reference No. RNB-HC-2025-0418) (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Credit Agreement"), by and among the Purchaser, as Borrower, Ridgeline National Bank, N.A., as Administrative Agent, and the several lenders and other financial institutions from time to time party thereto, and the net proceeds of such funding, together with the Commitment, shall be made available to the Purchaser at or prior to the Closing.

For the avoidance of doubt, and notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Purchaser hereby confirms that its obligation to consummate the Closing pursuant to the Purchase Agreement is not conditioned on the receipt of any debt or equity financing, and the failure by the Fund to fund the Commitment or by the lenders under the Credit Agreement to fund the Term Loan B facility shall not relieve the Purchaser of its obligation to consummate the Closing if and when required pursuant to the terms of the Purchase Agreement. The Fund acknowledges that the foregoing sentence is a material inducement to the Sellers' willingness to enter into the Purchase Agreement.

4. Enforcement

This Commitment Letter may be enforced solely by the Purchaser (and its permitted successors and assigns), and no other Person (including, without limitation, any Seller or any affiliate of any Seller) shall have any right to enforce, or any remedy in respect of, the Fund's obligations hereunder. The Fund hereby acknowledges and agrees that the Purchaser shall be entitled to specific performance of the Fund's obligation to fund the Commitment in accordance with the terms of this Commitment Letter, without the necessity of proving actual damages, posting any bond or other security, or establishing the inadequacy of any remedy at law. The Fund acknowledges that irreparable damage would occur in the event of any breach or threatened breach by the Fund of its obligation to fund the Commitment hereunder and that monetary damages would be inadequate to compensate the Purchaser for such breach. Accordingly, in addition to any other remedy that may be available to the Purchaser at law or in equity, the Purchaser shall be entitled to an injunction or injunctions or other equitable relief to prevent breaches or threatened breaches of this Commitment Letter by the Fund and to enforce specifically the terms and provisions of this Commitment Letter against the Fund, in each case without the requirement of posting any bond or other security in connection therewith.

Notwithstanding anything to the contrary contained herein, in no event shall the Fund be obligated to contribute to the Purchaser aggregate amounts in excess of the Commitment (i.e., Two Hundred Ninety Million Dollars ($290,000,000)). The Fund shall not be required to contribute the Commitment, or any portion thereof, other than at and subject to the Closing, and only upon the satisfaction (or valid waiver) of all of the conditions set forth in Section 3 hereof. In no event and under no circumstance shall the Fund be required to fund the Commitment, or any portion thereof, to any Person other than the Purchaser, and the Commitment shall be payable solely to, and enforceable solely by, the Purchaser. For the avoidance of doubt, the Commitment shall not be used for any purpose other than as expressly set forth in Section 2 of this Commitment Letter.

5. Limited Recourse; No Third-Party Beneficiaries

Neither any Seller, nor any affiliate of any Seller, nor any other Person (other than the Purchaser and its permitted successors and assigns) shall have any rights under or in connection with this Commitment Letter. This Commitment Letter is not intended to, and shall not, confer upon any Person other than the Purchaser (and its permitted successors and assigns) any rights or remedies hereunder or in connection herewith. Without limiting the generality of the foregoing, no Seller or any other Person (other than the Purchaser) shall be entitled to enforce, directly or indirectly, the Fund's obligations under this Commitment Letter, whether by specific performance, injunction, or otherwise, and no Seller or any other Person shall have any right to seek or obtain damages, monetary or otherwise, from the Fund in connection with this Commitment Letter; provided, however, that the foregoing shall not limit, restrict, or otherwise affect any Seller's rights under, or ability to enforce, any Limited Guarantee delivered by the Fund, the General Partner, or any of their respective affiliates in favor of such Seller (or in favor of the Sellers collectively) in connection with the Purchase Agreement or the transactions contemplated thereby (each, a "Limited Guarantee").

Recourse against the Fund in respect of this Commitment Letter shall be limited solely to the Commitment. No claim, whether in contract, tort, or otherwise, shall be made or asserted against the General Partner, any limited partner of the Fund, any member, stockholder, equityholder, affiliate, director, manager, officer, employee, agent, advisor, attorney, accountant, consultant, or representative of the Fund, the General Partner, or any of their respective affiliates (collectively, the "Non-Recourse Parties"), in any such Non-Recourse Party's individual capacity, in connection with this Commitment Letter, the Purchase Agreement, or any of the transactions contemplated thereby, except as expressly provided in this Commitment Letter with respect to the Fund's obligation to fund the Commitment. The Non-Recourse Parties shall have no personal liability whatsoever for any obligations or liabilities of the Fund under or in connection with this Commitment Letter, and each of the Purchaser and the Fund hereby waives and releases any and all claims against the Non-Recourse Parties in connection herewith or therewith.

The Purchaser acknowledges and agrees that the sole asset of the Purchaser that shall be available for the satisfaction of any claim by any Person (including any Seller) against the Purchaser in connection with the Purchase Agreement, this Commitment Letter, or the transactions contemplated thereby shall be the Commitment actually funded by the Fund to the Purchaser and any other assets then held by the Purchaser, and no claim shall be asserted against, and no recourse shall be had to, the Fund, the General Partner, or any Non-Recourse Party, except as expressly provided herein.

6. Representations and Warranties of the Fund

The Fund hereby represents and warrants to the Purchaser, as of the date hereof and as of the date of the Closing, as follows:

(a) Organization and Authority. The Fund is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this Commitment Letter. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute this Commitment Letter and to bind the Fund in connection herewith.

(b) Authorization; Enforceability. The execution, delivery, and performance of this Commitment Letter by the Fund have been duly and validly authorized by all necessary limited partnership action on the part of the Fund, including all necessary action by the General Partner. No other proceedings or approvals on the part of the Fund, the General Partner, or any limited partner of the Fund are necessary to authorize the execution, delivery, and performance of this Commitment Letter. This Commitment Letter has been duly and validly executed and delivered by the Fund (acting through the General Partner) and constitutes a legal, valid, and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar Laws of general applicability relating to or affecting creditors' rights generally and (ii) general principles of equity, whether considered in a proceeding at law or in equity (the "Enforceability Exceptions").

(c) No Conflicts. The execution, delivery, and performance by the Fund of this Commitment Letter do not and will not (i) violate, conflict with, or result in a breach of the Agreement of Limited Partnership of the Fund (as amended, restated, or supplemented from time to time) or the limited liability company agreement or certificate of formation of the General Partner, (ii) violate any applicable Law, statute, rule, regulation, order, judgment, injunction, or decree of any Governmental Authority binding upon or applicable to the Fund, the General Partner, or any of their respective properties or assets, or (iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which the Fund or the General Partner is a party or by which any of their respective properties or assets are bound.

(d) Sufficiency of Funds. The Fund has, and at the time of the Closing will have, uncalled capital commitments from its limited partners and/or other available funds (including, without limitation, uninvested capital, recycled capital, and other liquid assets held by the Fund or available to be drawn from the Fund's limited partners upon the issuance of a capital call in accordance with the Agreement of Limited Partnership of the Fund) in an aggregate amount sufficient to fund the Commitment in full in cash when and as required hereunder. The Fund has provided to the Purchaser evidence reasonably satisfactory to the Purchaser of the availability of such funds, including copies of or extracts from the relevant subscription agreements, capital commitment schedules, and bank account statements. The Fund has no reason to believe that it will be unable to fund the Commitment in full in cash at the Closing, and the Fund is not aware of any fact, circumstance, or condition that would reasonably be expected to prevent, impair, or materially delay the Fund's ability to fund the Commitment when and as required hereunder.

(e) No Bankruptcy. No proceeding has been commenced or is pending or, to the Knowledge of the Fund, threatened against the Fund or the General Partner seeking or that would reasonably be expected to result in (i) any order for relief under Title 11 of the United States Code or any similar Law of any other jurisdiction, (ii) the appointment of a custodian, trustee, receiver, liquidator, or similar official for the Fund or the General Partner or any substantial part of their respective properties or assets, (iii) any reorganization, arrangement, composition, readjustment, liquidation, dissolution, winding up, or similar proceeding with respect to the Fund or the General Partner, or (iv) any assignment for the benefit of creditors by the Fund or the General Partner. Neither the Fund nor the General Partner is insolvent, and the consummation of the transactions contemplated by this Commitment Letter will not render the Fund or the General Partner insolvent.

7. Termination

This Commitment Letter shall terminate automatically, and the Fund shall have no further obligation or liability hereunder (except as otherwise expressly provided herein), upon the earliest to occur of:

(a) the consummation of the Closing and the funding of the Commitment in full in cash in accordance with the terms of this Commitment Letter;

(b) the valid termination of the Purchase Agreement in accordance with its terms (including pursuant to Article VIII thereof or any other applicable provision of the Purchase Agreement), without the Closing having occurred; or

(c) the assertion by the Purchaser or any of its affiliates (including, without limitation, the Fund or the General Partner) of any claim against the Fund under or in connection with this Commitment Letter seeking aggregate amounts in excess of the Commitment (i.e., in excess of Two Hundred Ninety Million Dollars ($290,000,000)).

Upon any termination of this Commitment Letter pursuant to clause (b) of this Section 7, the Fund shall have no further liability or obligation to any Person under or in connection with this Commitment Letter, except that (i) the Fund's obligations, if any, under any Limited Guarantee shall survive in accordance with the terms thereof and (ii) the provisions of Section 5 (Limited Recourse; No Third-Party Beneficiaries), Section 8 (Governing Law; Jurisdiction; Waiver of Jury Trial), and Section 9 (Miscellaneous) shall survive such termination and shall remain in full force and effect in accordance with their respective terms.

For the avoidance of doubt, termination of this Commitment Letter shall not relieve any party hereto from liability for any willful and material breach of this Commitment Letter occurring prior to such termination.

8. Governing Law; Jurisdiction; Waiver of Jury Trial

This Commitment Letter and all claims, disputes, controversies, or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Commitment Letter, or the negotiation, execution, performance, or enforcement hereof, shall be governed by, and construed and interpreted in accordance with, the internal Laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware; provided, however, that Sections 5-1-101 through 5-1-109 of the General Corporation Law of the State of Delaware shall apply to the extent applicable.

Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware) in any action, suit, or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to commence any such action, suit, or proceeding except in such courts, (ii) agrees that any claim in respect of any such action, suit, or proceeding may be heard and determined in such courts, (iii) waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (iv) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9 of this Commitment Letter.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, DEMAND, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.

9. Miscellaneous

Amendments. This Commitment Letter may not be amended, restated, supplemented, or otherwise modified, and no provision hereof may be waived, except by a written instrument duly executed by each of the Fund and the Purchaser. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Notwithstanding the foregoing, no amendment, modification, supplement, or waiver of this Commitment Letter shall be effective that would adversely affect the rights of any Seller under any Limited Guarantee without the prior written consent of such affected Seller.

Assignment. Neither this Commitment Letter nor any of the rights, interests, or obligations hereunder may be assigned, delegated, or transferred by either party hereto without the prior written consent of the other party hereto, and any attempted assignment, delegation, or transfer in violation of the foregoing shall be null and void and of no force or effect; provided, however, that the Fund may assign its obligations hereunder, in whole or in part, to one or more affiliated investment funds, vehicles, or accounts managed, controlled, or advised by the General Partner or any affiliate of the General Partner (each, an "Affiliated Fund"), so long as (i) the Fund remains primarily liable for the full amount of the Commitment and (ii) such Affiliated Fund executes and delivers to the Purchaser a written instrument, in form and substance reasonably satisfactory to the Purchaser, pursuant to which such Affiliated Fund agrees to be bound by the terms and conditions of this Commitment Letter with respect to the portion of the Commitment assigned to it. Subject to the foregoing, this Commitment Letter shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

Entire Agreement. This Commitment Letter, together with the Purchase Agreement and each Limited Guarantee, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and representations, whether oral or written, among the parties hereto with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements among the parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to herein.

Counterparts. This Commitment Letter may be executed in one or more counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart of this Commitment Letter.

Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when sent by registered or certified mail, return receipt requested, postage prepaid, (iii) when sent by a nationally recognized overnight courier service (with tracking capability), or (iv) when sent by electronic mail (with confirmation of receipt), in each case to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9):

If to the Fund:

Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022

Attention: Graham Whitfield, Managing Partner

Email: gwhitfield@ardentcapital.com

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

Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to the Purchaser:

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

Attention: Thomas Kearney, Vice President

Email: tkearney@ardentcapital.com

Expenses. Except as otherwise expressly provided herein or in the Purchase Agreement, each party hereto shall bear its own costs and expenses (including, without limitation, fees and disbursements of legal counsel, accountants, financial advisors, and other professional advisors) incurred in connection with this Commitment Letter and the transactions contemplated hereby.

Headings. The section headings and captions contained in this Commitment Letter are included for convenience of reference only, shall not be deemed to be a part of this Commitment Letter, and shall not be referred to in connection with the construction or interpretation of this Commitment Letter.

Severability. If any term, provision, covenant, or restriction of this Commitment Letter is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Equity Commitment Letter as of the date first written above.

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital Management III LLC, its General Partner

By: ________

Name: Graham Whitfield

Title: Managing Partner & Co-Founder

ACKNOWLEDGED AND ACCEPTED as of the date first written above:

ARDENT HEALTHCARE HOLDINGS INC.

By: ________

Name: Priya Ranganathan

Title: Director

Date: February 10, 2025

Sources	Amount
Equity Commitment (this Commitment Letter)	$290,000,000
Term Loan B facility (Credit Agreement)	$340,000,000
Excess cash of the Company applied at Closing	~$10,000,000
Total Sources	~$640,000,000
Uses	Amount
Purchase Price payable to Sellers	$620,000,000
Repayment of existing indebtedness of the Company to Granton Savings Bank, N.A.	~$41,300,000
Estimated fees, costs, and expenses payable at Closing	Balance
Total Uses	~$640,000,000

Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022
February 10, 2025
Ardent Healthcare Holdings Inc. 1209 Orange Street Wilmington, DE 19801
Attention: Board of Directors
Re: Equity Commitment — Acquisition of MedVance Health Systems, Inc.
Ladies and Gentlemen:
EQUITY COMMITMENT LETTER
1. Recitals and Background
Reference is hereby made 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 in accordance with its terms, the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), MedVance Health Systems, Inc., a Delaware corporation (the "Company"), Crestline Growth Equity Fund II LP, a Delaware limited partnership, Ryland Family Holdings LLC, a Delaware limited liability company, and the other stockholders of the Company party thereto (collectively, the "Sellers"), pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding capital stock of the Company for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), subject to customary adjustments as set forth therein, including adjustments for working capital, indebtedness, cash, and unpaid transaction expenses of the Company (the transactions contemplated by the Purchase Agreement, collectively, the "Acquisition").
The Purchaser is a Delaware corporation formed on January 8, 2025, as a wholly owned indirect subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"). Ardent Capital Management III LLC, a Delaware limited liability company, serves as the general partner of the Fund (the "General Partner"). The Purchaser was organized solely for the purpose of effectuating the Acquisition and the related transactions contemplated by the Purchase Agreement and has not conducted any business or operations, acquired any assets, or incurred any liabilities other than in connection with the Acquisition and the transactions contemplated hereby and thereby.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. This letter agreement (this "Commitment Letter") sets forth the commitment of the Fund to provide equity financing to the Purchaser in connection with the Acquisition on the terms and subject to the conditions set forth herein.
2. Commitment
Subject to the terms and conditions of this Commitment Letter, the Fund hereby irrevocably commits to contribute, or cause to be contributed, to the equity capital of the Purchaser, directly or through one or more intermediate holding entities controlled by the Fund, an aggregate amount in cash equal to Two Hundred Ninety Million Dollars ($290,000,000) (the "Commitment"), which amount shall be used by the Purchaser solely for the following purposes and in the following order of priority: (a) to fund a portion of the Purchase Price payable by the Purchaser to the Sellers at the Closing, (b) to pay related fees, costs, and expenses of the Purchaser incurred in connection with the Acquisition (including, without limitation, advisory fees, legal fees, accounting fees, and financing fees), and (c) to fund any other amounts required to be paid by the Purchaser at the Closing pursuant to the terms and conditions of the Purchase Agreement.
For the avoidance of doubt, the sources and uses of funds in connection with the Closing are expected to be as follows:
The Commitment, together with the proceeds of the Term Loan B facility in an aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000) to be made available to the Purchaser pursuant to the Credit Agreement (as defined in Section 3 below) and up to approximately Ten Million Dollars ($10,000,000) in excess cash of the Company expected to be available and applied at the Closing, shall be sufficient in the aggregate to fund all amounts required to be paid by the Purchaser at the Closing, including, without limitation, the Purchase Price, the repayment of existing indebtedness of the Company to Granton Savings Bank, N.A. in the aggregate principal amount of approximately Forty-One Million Three Hundred Thousand Dollars ($41,300,000) (together with any accrued and unpaid interest and any prepayment premiums or fees associated therewith), and all fees, costs, and expenses payable by the Purchaser at or in connection with the Closing.
The Fund's obligation to fund the Commitment shall not be subject to any conditions other than those expressly set forth in Section 3 of this Commitment Letter. Without limiting the foregoing, the Fund acknowledges and agrees that its obligation to fund the Commitment is not subject to (i) any condition regarding the accuracy of any representations or warranties of the Sellers or the Company, (ii) the receipt of any additional financing by the Fund or the Purchaser (other than the substantially simultaneous funding of the Term Loan B facility as set forth in Section 3(c)), (iii) the satisfaction of any internal investment committee or advisory committee approval, or (iv) the receipt of any capital contributions from the Fund's limited partners, it being understood that the Fund is solely responsible for obtaining such capital contributions on a timely basis.
3. Conditions to Funding
The obligation of the Fund to fund the Commitment in full in cash at the Closing shall be subject solely to the satisfaction (or valid waiver by the Purchaser, to the extent permitted under the Purchase Agreement) of each of the following conditions:
(a) Conditions Precedent Under the Purchase Agreement. All conditions precedent to the obligation of the Purchaser to consummate the Closing as set forth in Article VII of the Purchase Agreement (or such other article or section of the Purchase Agreement as may set forth such conditions) shall have been satisfied or validly waived in accordance with the terms of the Purchase Agreement; provided, that, for purposes of this Section 3(a), those conditions that by their nature are to be satisfied at the Closing (including, without limitation, the delivery of closing certificates, officer's certificates, good standing certificates, and similar deliverables) shall be deemed satisfied so long as such conditions are capable of being satisfied at the Closing and the relevant parties have indicated their willingness to satisfy such conditions at the Closing.
(b) Simultaneous Closing. The Closing shall be consummated substantially simultaneously with the funding of the Commitment in accordance with the terms and conditions of the Purchase Agreement, and no event shall have occurred or condition shall exist that would cause the Closing not to be consummated substantially simultaneously with such funding.
(c) Debt Financing. The Term Loan B facility shall be funded substantially simultaneously with the Closing in an aggregate principal amount of not less than Three Hundred Forty Million Dollars ($340,000,000) pursuant to that certain Credit Agreement, dated as of February 10, 2025 (Reference No. RNB-HC-2025-0418) (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Credit Agreement"), by and among the Purchaser, as Borrower, Ridgeline National Bank, N.A., as Administrative Agent, and the several lenders and other financial institutions from time to time party thereto, and the net proceeds of such funding, together with the Commitment, shall be made available to the Purchaser at or prior to the Closing.
For the avoidance of doubt, and notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Purchaser hereby confirms that its obligation to consummate the Closing pursuant to the Purchase Agreement is not conditioned on the receipt of any debt or equity financing, and the failure by the Fund to fund the Commitment or by the lenders under the Credit Agreement to fund the Term Loan B facility shall not relieve the Purchaser of its obligation to consummate the Closing if and when required pursuant to the terms of the Purchase Agreement. The Fund acknowledges that the foregoing sentence is a material inducement to the Sellers' willingness to enter into the Purchase Agreement.
4. Enforcement
This Commitment Letter may be enforced solely by the Purchaser (and its permitted successors and assigns), and no other Person (including, without limitation, any Seller or any affiliate of any Seller) shall have any right to enforce, or any remedy in respect of, the Fund's obligations hereunder. The Fund hereby acknowledges and agrees that the Purchaser shall be entitled to specific performance of the Fund's obligation to fund the Commitment in accordance with the terms of this Commitment Letter, without the necessity of proving actual damages, posting any bond or other security, or establishing the inadequacy of any remedy at law. The Fund acknowledges that irreparable damage would occur in the event of any breach or threatened breach by the Fund of its obligation to fund the Commitment hereunder and that monetary damages would be inadequate to compensate the Purchaser for such breach. Accordingly, in addition to any other remedy that may be available to the Purchaser at law or in equity, the Purchaser shall be entitled to an injunction or injunctions or other equitable relief to prevent breaches or threatened breaches of this Commitment Letter by the Fund and to enforce specifically the terms and provisions of this Commitment Letter against the Fund, in each case without the requirement of posting any bond or other security in connection therewith.
Notwithstanding anything to the contrary contained herein, in no event shall the Fund be obligated to contribute to the Purchaser aggregate amounts in excess of the Commitment (i.e., Two Hundred Ninety Million Dollars ($290,000,000)). The Fund shall not be required to contribute the Commitment, or any portion thereof, other than at and subject to the Closing, and only upon the satisfaction (or valid waiver) of all of the conditions set forth in Section 3 hereof. In no event and under no circumstance shall the Fund be required to fund the Commitment, or any portion thereof, to any Person other than the Purchaser, and the Commitment shall be payable solely to, and enforceable solely by, the Purchaser. For the avoidance of doubt, the Commitment shall not be used for any purpose other than as expressly set forth in Section 2 of this Commitment Letter.
5. Limited Recourse; No Third-Party Beneficiaries
Neither any Seller, nor any affiliate of any Seller, nor any other Person (other than the Purchaser and its permitted successors and assigns) shall have any rights under or in connection with this Commitment Letter. This Commitment Letter is not intended to, and shall not, confer upon any Person other than the Purchaser (and its permitted successors and assigns) any rights or remedies hereunder or in connection herewith. Without limiting the generality of the foregoing, no Seller or any other Person (other than the Purchaser) shall be entitled to enforce, directly or indirectly, the Fund's obligations under this Commitment Letter, whether by specific performance, injunction, or otherwise, and no Seller or any other Person shall have any right to seek or obtain damages, monetary or otherwise, from the Fund in connection with this Commitment Letter; provided, however, that the foregoing shall not limit, restrict, or otherwise affect any Seller's rights under, or ability to enforce, any Limited Guarantee delivered by the Fund, the General Partner, or any of their respective affiliates in favor of such Seller (or in favor of the Sellers collectively) in connection with the Purchase Agreement or the transactions contemplated thereby (each, a "Limited Guarantee").
Recourse against the Fund in respect of this Commitment Letter shall be limited solely to the Commitment. No claim, whether in contract, tort, or otherwise, shall be made or asserted against the General Partner, any limited partner of the Fund, any member, stockholder, equityholder, affiliate, director, manager, officer, employee, agent, advisor, attorney, accountant, consultant, or representative of the Fund, the General Partner, or any of their respective affiliates (collectively, the "Non-Recourse Parties"), in any such Non-Recourse Party's individual capacity, in connection with this Commitment Letter, the Purchase Agreement, or any of the transactions contemplated thereby, except as expressly provided in this Commitment Letter with respect to the Fund's obligation to fund the Commitment. The Non-Recourse Parties shall have no personal liability whatsoever for any obligations or liabilities of the Fund under or in connection with this Commitment Letter, and each of the Purchaser and the Fund hereby waives and releases any and all claims against the Non-Recourse Parties in connection herewith or therewith.
The Purchaser acknowledges and agrees that the sole asset of the Purchaser that shall be available for the satisfaction of any claim by any Person (including any Seller) against the Purchaser in connection with the Purchase Agreement, this Commitment Letter, or the transactions contemplated thereby shall be the Commitment actually funded by the Fund to the Purchaser and any other assets then held by the Purchaser, and no claim shall be asserted against, and no recourse shall be had to, the Fund, the General Partner, or any Non-Recourse Party, except as expressly provided herein.
6. Representations and Warranties of the Fund
The Fund hereby represents and warrants to the Purchaser, as of the date hereof and as of the date of the Closing, as follows:
(a) Organization and Authority. The Fund is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this Commitment Letter. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute this Commitment Letter and to bind the Fund in connection herewith.
(b) Authorization; Enforceability. The execution, delivery, and performance of this Commitment Letter by the Fund have been duly and validly authorized by all necessary limited partnership action on the part of the Fund, including all necessary action by the General Partner. No other proceedings or approvals on the part of the Fund, the General Partner, or any limited partner of the Fund are necessary to authorize the execution, delivery, and performance of this Commitment Letter. This Commitment Letter has been duly and validly executed and delivered by the Fund (acting through the General Partner) and constitutes a legal, valid, and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar Laws of general applicability relating to or affecting creditors' rights generally and (ii) general principles of equity, whether considered in a proceeding at law or in equity (the "Enforceability Exceptions").
(c) No Conflicts. The execution, delivery, and performance by the Fund of this Commitment Letter do not and will not (i) violate, conflict with, or result in a breach of the Agreement of Limited Partnership of the Fund (as amended, restated, or supplemented from time to time) or the limited liability company agreement or certificate of formation of the General Partner, (ii) violate any applicable Law, statute, rule, regulation, order, judgment, injunction, or decree of any Governmental Authority binding upon or applicable to the Fund, the General Partner, or any of their respective properties or assets, or (iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which the Fund or the General Partner is a party or by which any of their respective properties or assets are bound.
(d) Sufficiency of Funds. The Fund has, and at the time of the Closing will have, uncalled capital commitments from its limited partners and/or other available funds (including, without limitation, uninvested capital, recycled capital, and other liquid assets held by the Fund or available to be drawn from the Fund's limited partners upon the issuance of a capital call in accordance with the Agreement of Limited Partnership of the Fund) in an aggregate amount sufficient to fund the Commitment in full in cash when and as required hereunder. The Fund has provided to the Purchaser evidence reasonably satisfactory to the Purchaser of the availability of such funds, including copies of or extracts from the relevant subscription agreements, capital commitment schedules, and bank account statements. The Fund has no reason to believe that it will be unable to fund the Commitment in full in cash at the Closing, and the Fund is not aware of any fact, circumstance, or condition that would reasonably be expected to prevent, impair, or materially delay the Fund's ability to fund the Commitment when and as required hereunder.
(e) No Bankruptcy. No proceeding has been commenced or is pending or, to the Knowledge of the Fund, threatened against the Fund or the General Partner seeking or that would reasonably be expected to result in (i) any order for relief under Title 11 of the United States Code or any similar Law of any other jurisdiction, (ii) the appointment of a custodian, trustee, receiver, liquidator, or similar official for the Fund or the General Partner or any substantial part of their respective properties or assets, (iii) any reorganization, arrangement, composition, readjustment, liquidation, dissolution, winding up, or similar proceeding with respect to the Fund or the General Partner, or (iv) any assignment for the benefit of creditors by the Fund or the General Partner. Neither the Fund nor the General Partner is insolvent, and the consummation of the transactions contemplated by this Commitment Letter will not render the Fund or the General Partner insolvent.
7. Termination
This Commitment Letter shall terminate automatically, and the Fund shall have no further obligation or liability hereunder (except as otherwise expressly provided herein), upon the earliest to occur of:
(a) the consummation of the Closing and the funding of the Commitment in full in cash in accordance with the terms of this Commitment Letter;
(b) the valid termination of the Purchase Agreement in accordance with its terms (including pursuant to Article VIII thereof or any other applicable provision of the Purchase Agreement), without the Closing having occurred; or
(c) the assertion by the Purchaser or any of its affiliates (including, without limitation, the Fund or the General Partner) of any claim against the Fund under or in connection with this Commitment Letter seeking aggregate amounts in excess of the Commitment (i.e., in excess of Two Hundred Ninety Million Dollars ($290,000,000)).
Upon any termination of this Commitment Letter pursuant to clause (b) of this Section 7, the Fund shall have no further liability or obligation to any Person under or in connection with this Commitment Letter, except that (i) the Fund's obligations, if any, under any Limited Guarantee shall survive in accordance with the terms thereof and (ii) the provisions of Section 5 (Limited Recourse; No Third-Party Beneficiaries), Section 8 (Governing Law; Jurisdiction; Waiver of Jury Trial), and Section 9 (Miscellaneous) shall survive such termination and shall remain in full force and effect in accordance with their respective terms.
For the avoidance of doubt, termination of this Commitment Letter shall not relieve any party hereto from liability for any willful and material breach of this Commitment Letter occurring prior to such termination.
8. Governing Law; Jurisdiction; Waiver of Jury Trial
This Commitment Letter and all claims, disputes, controversies, or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Commitment Letter, or the negotiation, execution, performance, or enforcement hereof, shall be governed by, and construed and interpreted in accordance with, the internal Laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware; provided, however, that Sections 5-1-101 through 5-1-109 of the General Corporation Law of the State of Delaware shall apply to the extent applicable.
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware) in any action, suit, or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to commence any such action, suit, or proceeding except in such courts, (ii) agrees that any claim in respect of any such action, suit, or proceeding may be heard and determined in such courts, (iii) waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (iv) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9 of this Commitment Letter.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, DEMAND, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
9. Miscellaneous
Amendments. This Commitment Letter may not be amended, restated, supplemented, or otherwise modified, and no provision hereof may be waived, except by a written instrument duly executed by each of the Fund and the Purchaser. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Notwithstanding the foregoing, no amendment, modification, supplement, or waiver of this Commitment Letter shall be effective that would adversely affect the rights of any Seller under any Limited Guarantee without the prior written consent of such affected Seller.
Assignment. Neither this Commitment Letter nor any of the rights, interests, or obligations hereunder may be assigned, delegated, or transferred by either party hereto without the prior written consent of the other party hereto, and any attempted assignment, delegation, or transfer in violation of the foregoing shall be null and void and of no force or effect; provided, however, that the Fund may assign its obligations hereunder, in whole or in part, to one or more affiliated investment funds, vehicles, or accounts managed, controlled, or advised by the General Partner or any affiliate of the General Partner (each, an "Affiliated Fund"), so long as (i) the Fund remains primarily liable for the full amount of the Commitment and (ii) such Affiliated Fund executes and delivers to the Purchaser a written instrument, in form and substance reasonably satisfactory to the Purchaser, pursuant to which such Affiliated Fund agrees to be bound by the terms and conditions of this Commitment Letter with respect to the portion of the Commitment assigned to it. Subject to the foregoing, this Commitment Letter shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
Entire Agreement. This Commitment Letter, together with the Purchase Agreement and each Limited Guarantee, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and representations, whether oral or written, among the parties hereto with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements among the parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to herein.
Counterparts. This Commitment Letter may be executed in one or more counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart of this Commitment Letter.
Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when sent by registered or certified mail, return receipt requested, postage prepaid, (iii) when sent by a nationally recognized overnight courier service (with tracking capability), or (iv) when sent by electronic mail (with confirmation of receipt), in each case to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9):
If to the Fund:
Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022
Attention: Graham Whitfield, Managing Partner
Email: gwhitfield@ardentcapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to the Purchaser:
Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, NY 10022
Attention: Thomas Kearney, Vice President
Email: tkearney@ardentcapital.com
Expenses. Except as otherwise expressly provided herein or in the Purchase Agreement, each party hereto shall bear its own costs and expenses (including, without limitation, fees and disbursements of legal counsel, accountants, financial advisors, and other professional advisors) incurred in connection with this Commitment Letter and the transactions contemplated hereby.
Headings. The section headings and captions contained in this Commitment Letter are included for convenience of reference only, shall not be deemed to be a part of this Commitment Letter, and shall not be referred to in connection with the construction or interpretation of this Commitment Letter.
Severability. If any term, provision, covenant, or restriction of this Commitment Letter is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Equity Commitment Letter as of the date first written above.
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital Management III LLC, its General Partner
By: ________
Name: Graham Whitfield
Title: Managing Partner & Co-Founder
ACKNOWLEDGED AND ACCEPTED as of the date first written above:
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Priya Ranganathan
Title: Director
Date: February 10, 2025
Sources | Amount
Equity Commitment (this Commitment Letter) | $290,000,000
Term Loan B facility (Credit Agreement) | $340,000,000
Excess cash of the Company applied at Closing | ~$10,000,000
Total Sources | ~$640,000,000
Uses | Amount
Purchase Price payable to Sellers | $620,000,000
Repayment of existing indebtedness of the Company to Granton Savings Bank, N.A. | ~$41,300,000
Estimated fees, costs, and expenses payable at Closing | Balance
Total Uses | ~$640,000,000

Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022

EQUITY COMMITMENT LETTER

ARDENT CAPITAL PARTNERS III LP

ARDENT HEALTHCARE HOLDINGS INC.

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