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LIMITED GUARANTEE

Dated as of February 10, 2025

ARDENT CAPITAL PARTNERS III LP

in favor of

the Selling Stockholders (as defined herein)

LIMITED GUARANTEE

This LIMITED GUARANTEE, dated as of February 10, 2025 (this "Limited Guarantee"), is made and delivered by Ardent Capital Partners III LP, a Delaware limited partnership (the "Guarantor"), in favor of Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and each other stockholder of MedVance Health Systems, Inc., a Delaware corporation (the "Company"), that is a party to the Purchase Agreement (as defined below) (Crestline, Ryland Holdings, and each such other stockholder, collectively, the "Selling Stockholders" and each, individually, a "Selling Stockholder").

RECITALS

WHEREAS, the Guarantor, through its wholly owned subsidiary, Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), intends to consummate the transactions contemplated by that certain Stock Purchase Agreement, dated as of February 10, 2025 (as it may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), by and among the Purchaser, the Company, the Selling Stockholders, and Marcus Delgado, solely in his capacity as the representative of the Selling Stockholders (the "Seller Representative");

WHEREAS, the Purchaser is a wholly owned subsidiary of the Guarantor, formed solely for the purpose of effectuating the transactions contemplated by the Purchase Agreement, and the Purchaser currently has no material assets or operations independent of such purpose;

WHEREAS, the general partner of the Guarantor is Ardent Capital Management III LLC, a Delaware limited liability company ("Ardent GP"), which has authorized the execution and delivery of this Limited Guarantee on behalf of the Guarantor;

WHEREAS, the Guarantor will directly and indirectly benefit from the consummation of the transactions contemplated by the Purchase Agreement; and

WHEREAS, as a condition and inducement to the willingness of the Selling Stockholders to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, the Guarantor has agreed to provide this Limited Guarantee on the terms and subject to the limitations set forth herein, guaranteeing certain obligations of the Purchaser under the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

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

Section 1. Guarantee.

(a) The Guarantor hereby absolutely, irrevocably, and unconditionally guarantees to each of the Selling Stockholders, subject to the terms and conditions of this Limited Guarantee, including the limitation on the Guarantor's aggregate liability set forth in Section 2, the due and punctual payment and performance of the Guaranteed Obligations (as defined below). The Guarantor agrees that, if the Purchaser shall fail to pay or perform any Guaranteed Obligation when and as the same shall become due and payable or required to be performed under the Purchase Agreement, the Guarantor shall, promptly and without regard to any grace period or notice requirement that may be afforded to the Purchaser under the Purchase Agreement, pay or cause to be paid such Guaranteed Obligation in immediately available funds, subject in all cases to the Cap (as defined in Section 2).

(b) As used in this Limited Guarantee, the term "Guaranteed Obligations" means, collectively: (i) the obligation of the Purchaser to pay the Reverse Termination Fee to the Selling Stockholders pursuant to Section 9.3(b) of the Purchase Agreement, in the amount and at the times, and subject to the terms and conditions, set forth therein; and (ii) any reimbursement or indemnification obligations of the Purchaser to the Selling Stockholders under Section 9.3(c) of the Purchase Agreement for reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees and court costs) incurred by the Selling Stockholders in connection with the enforcement of the Purchaser's obligation to pay the Reverse Termination Fee pursuant to Section 9.3(b) of the Purchase Agreement, to the extent such reimbursement or indemnification obligations are expressly provided for in Section 9.3(c) of the Purchase Agreement.

(c) This Limited Guarantee constitutes a guarantee of payment and not merely a guarantee of collection. The Guarantor acknowledges and agrees that it shall be liable for the Guaranteed Obligations as a primary obligor and not merely as a surety. The Selling Stockholders shall not be required to make any demand upon, or pursue or exhaust any of their remedies against, the Purchaser or any other person, or to take any other action whatsoever, before, simultaneously with, or after enforcing this Limited Guarantee against the Guarantor.

(d) This Limited Guarantee shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and satisfied in full or until this Limited Guarantee terminates in accordance with Section 7, whichever occurs first. If any payment made by or on behalf of the Purchaser or the Guarantor in respect of the Guaranteed Obligations is rescinded, avoided, or otherwise required to be returned or disgorged for any reason (including, without limitation, upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Purchaser or the Guarantor or upon or as a result of the appointment of a receiver, intervenor, conservator, or trustee or similar officer for the Purchaser or the Guarantor, or any substantial part of its property, or otherwise), the obligations of the Guarantor hereunder in respect of such payment shall be reinstated and this Limited Guarantee shall continue to be effective, or be reinstated, as the case may be, with respect thereto, all as though such payment had not been made.

Section 2. Cap on Liability.

(a) Notwithstanding anything to the contrary contained in this Limited Guarantee or the Purchase Agreement, the aggregate liability of the Guarantor under this Limited Guarantee shall not exceed Eighteen Million Six Hundred Thousand Dollars ($18,600,000) (the "Cap"), which amount represents three percent (3%) of the aggregate Purchase Price of Six Hundred Twenty Million Dollars ($620,000,000) payable under the Purchase Agreement. The Cap shall be inclusive of any and all amounts payable by the Guarantor under Section 1, including, without limitation, (i) all amounts payable in respect of the Reverse Termination Fee, and (ii) all amounts payable in respect of reimbursement or indemnification obligations for costs and expenses of enforcement referenced in clause (ii) of the definition of "Guaranteed Obligations" in Section 1(b).

(b) Under no circumstances shall the Selling Stockholders, whether individually or collectively, seek or be entitled to recover, and the Guarantor shall have no obligation to pay, aggregate amounts in excess of the Cap from the Guarantor under or in connection with this Limited Guarantee, whether by judgment, settlement, or otherwise, and whether the claims against the Guarantor are based on contract, tort, strict liability, or any other theory of law or equity. In no event shall the Guarantor be liable under this Limited Guarantee for any consequential, incidental, indirect, special, punitive, or exemplary damages, including damages for lost profits, loss of revenue, or diminution in value, arising out of or relating to this Limited Guarantee, regardless of whether such damages are based on contract, tort, strict liability, or any other theory.

(c) No individual Selling Stockholder shall be entitled to recover from the Guarantor under this Limited Guarantee an amount in excess of such Selling Stockholder's pro rata share of any amounts recovered under this Limited Guarantee. For purposes of this Section 2(c), each Selling Stockholder's "pro rata share" shall be the percentage determined by dividing (i) the aggregate consideration to which such Selling Stockholder is entitled under the Purchase Agreement by (ii) the aggregate consideration to which all Selling Stockholders are collectively entitled under the Purchase Agreement, expressed as a percentage.

Section 3. Nature of Guarantee; Waivers.

(a) The obligations of the Guarantor under this Limited Guarantee are unconditional and absolute, subject only to the Cap and the termination provisions set forth in Section 7, regardless of:

(i) the validity, regularity, legality, or enforceability of the Purchase Agreement or any other agreement, document, or instrument relating thereto, including any lack of validity or enforceability of any provision of the Purchase Agreement;

(ii) any change in the corporate or limited liability company existence, structure, or ownership of the Purchaser, including by way of merger, consolidation, conversion, reorganization, dissolution, or otherwise, or any change in the name, business, assets, liabilities, financial condition, or results of operations of the Purchaser;

(iii) any insolvency, bankruptcy, receivership, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, or similar proceeding commenced by or against the Purchaser, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding;

(iv) the existence of any claim, set-off, defense, reduction, abatement, or other right that the Guarantor or the Purchaser may have at any time against any Selling Stockholder, the Seller Representative, or any other person, whether in connection with this Limited Guarantee, the Purchase Agreement, the transactions contemplated thereby, or any unrelated transaction;

(v) any lack of authority of any person acting or purporting to act on behalf of the Purchaser or any defect in the formation of the Purchaser;

(vi) the impossibility or illegality of performance on the part of the Purchaser of its obligations under the Purchase Agreement;

(vii) the addition, substitution, or release of any entity or person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Purchase Agreement; or

(viii) any other circumstance (whether or not similar to the foregoing) or any act or omission that might otherwise constitute a legal or equitable defense or discharge of a guarantor or surety, it being the intent of the parties that the Guarantor's obligations hereunder shall not be discharged except by payment of the Guaranteed Obligations (subject to the Cap) or termination in accordance with Section 7.

(b) The Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law:

(i) notice of acceptance of this Limited Guarantee by any Selling Stockholder or any other person;

(ii) notice of any action taken or omitted to be taken by any Selling Stockholder, the Seller Representative, the Purchaser, or any other person in reliance on this Limited Guarantee;

(iii) any requirement of diligence on the part of any person, and any requirement of presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Purchaser, protest, or notice, including notice of default, notice of dishonor, notice of non-payment, notice of acceptance, and notice of any other kind with respect to any of the foregoing;

(iv) any right to require the Selling Stockholders to proceed first against the Purchaser or any other person, or to pursue any other remedy in the power of the Selling Stockholders, or to realize upon any collateral security, before proceeding against the Guarantor under this Limited Guarantee;

(v) any defense based upon the impairment of subrogation rights, reimbursement rights, or contribution rights that the Guarantor may have against the Purchaser or any other person;

(vi) any defense arising by reason of any disability or other defense of the Purchaser or by reason of the cessation from any cause whatsoever of the liability of the Purchaser, whether arising by operation of law, by act of any party, or otherwise; and

(vii) all principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Limited Guarantee.

(c) Without limiting the generality of the foregoing, the Guarantor expressly waives any and all defenses available to it under applicable suretyship principles, including any defenses available under Title 6, Subtitle II, Chapter 27 of the Delaware Code, to the extent applicable, or under any analogous provisions of any other applicable law.

Section 4. No Subrogation; Subordination.

(a) Until all Guaranteed Obligations have been indefeasibly paid in full and this Limited Guarantee has terminated in accordance with Section 7, the Guarantor shall not exercise, and hereby irrevocably waives, any right of subrogation, contribution, reimbursement, or indemnity against the Purchaser or any other person arising by reason of performance by the Guarantor of any of its obligations hereunder, and any right to participate in any claim or remedy of any Selling Stockholder against the Purchaser, whether or not such claim, remedy, or right arises in equity or under contract, statute, or common law, including the right to take or receive from the Purchaser, directly or indirectly, in cash or in other property or by set-off or in any other manner, payment or security on account of such claim, remedy, or right. The Guarantor agrees that, if a payment is made by or on behalf of the Guarantor to the Selling Stockholders hereunder, the Guarantor shall not be entitled to any reimbursement or contribution from the Purchaser until after all of the Guaranteed Obligations have been paid in full and this Limited Guarantee has terminated.

(b) Any indebtedness of the Purchaser now or hereafter owed to the Guarantor (including, without limitation, any intercompany indebtedness, management fees, or other obligations) is hereby subordinated in right of payment to the prior payment and performance in full of all Guaranteed Obligations, and such subordinated indebtedness shall be collected, enforced, and received by the Guarantor as trustee for the Selling Stockholders and shall be paid over promptly to the Selling Stockholders on account of the Guaranteed Obligations, but without reducing or affecting in any manner the obligations of the Guarantor under this Limited Guarantee.

(c) If any amount shall be paid to the Guarantor in violation of this Section 4, such amount shall be deemed to have been received and held in trust by the Guarantor for the benefit of the Selling Stockholders, shall be segregated from other funds of the Guarantor, and shall be promptly paid over to the Selling Stockholders (or to the Seller Representative on their behalf) for application to the Guaranteed Obligations, whether matured or unmatured, in such order as the Selling Stockholders (or the Seller Representative) may determine.

Section 5. Representations and Warranties of the Guarantor.

The Guarantor hereby represents and warrants to each of the Selling Stockholders as follows:

(a) Organization and Good Standing. The Guarantor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.

(b) Power and Authority. The Guarantor has full limited partnership power and authority to execute, deliver, and perform its obligations under this Limited Guarantee. The execution, delivery, and performance by the Guarantor of this Limited Guarantee has been duly authorized by all necessary limited partnership action on the part of the Guarantor, including all requisite action by Ardent Capital Management III LLC, as general partner of the Guarantor, and no other limited partnership proceedings or actions on the part of the Guarantor are necessary to authorize the execution, delivery, and performance of this Limited Guarantee.

(c) Enforceability. This Limited Guarantee has been duly executed and delivered by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies (collectively, the "Enforceability Exceptions").

(d) No Conflicts. The execution, delivery, and performance by the Guarantor of this Limited Guarantee does not and will not (i) violate or conflict with, or result in any breach of, the certificate of limited partnership or limited partnership agreement of the Guarantor (each as may be amended through the date hereof), (ii) violate any law, statute, ordinance, rule, regulation, judgment, order, writ, decree, or injunction of any governmental authority applicable to the Guarantor or any of its properties or assets, or (iii) violate, conflict with, result in a breach of, constitute a default (or an event that, with the passage of time or giving of notice or both, would constitute a default) under, give rise to a right of termination or cancellation under, or result in the creation of any lien or encumbrance upon any of the properties or assets of the Guarantor under, any material contract, agreement, indenture, lease, license, permit, or other instrument or obligation to which the Guarantor is a party or by which the Guarantor or any of its properties or assets may be bound.

(e) Financial Capacity. The Guarantor has the financial capacity to pay and perform all obligations hereunder, up to and including the Cap, and has not incurred, and shall not incur, any obligation, commitment, or liability, contingent or otherwise, that would reasonably be expected to impair or adversely affect the ability of the Guarantor to perform its obligations under this Limited Guarantee when and as the same become due and payable.

(f) No Consents. No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority or other person is required in connection with the execution, delivery, and performance by the Guarantor of this Limited Guarantee, except for such consents, approvals, authorizations, orders, registrations, qualifications, or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to impair the ability of the Guarantor to perform its obligations hereunder.

Section 6. Sole Remedy; No Recourse Beyond the Guarantor.

(a) The parties hereto acknowledge and agree that this Limited Guarantee constitutes the sole and exclusive remedy of the Selling Stockholders and the Seller Representative against the Guarantor and its affiliates (other than the Purchaser and its obligations under the Purchase Agreement) for monetary damages arising from, relating to, or in connection with any breach by the Purchaser of the Purchase Agreement or failure by the Purchaser to consummate the transactions contemplated by the Purchase Agreement. The Selling Stockholders shall not have any right to pursue, and hereby covenant and agree not to seek or pursue, any monetary claim, remedy, or cause of action against the Guarantor or its affiliates (other than the Purchaser) in excess of the Cap or with respect to any obligations or liabilities other than the Guaranteed Obligations.

(b) The Selling Stockholders shall have no right to recover, and shall not seek to recover, any amount in excess of the Cap from the Guarantor, Ardent GP, the limited partners of the Guarantor, or any of their respective affiliates, or any past, present, or future officer, director, employee, member, partner (whether general or limited), manager, agent, advisor, representative, or assignee of any of the foregoing (each, a "Non-Recourse Party"), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Purchaser against any Non-Recourse Party, or otherwise.

(c) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Purchase Agreement, or any other agreement, document, or instrument delivered in connection with the transactions contemplated by the Purchase Agreement, no personal liability whatsoever shall attach to, or be imposed upon, any Non-Recourse Party in connection with this Limited Guarantee, the Purchase Agreement, or the transactions contemplated thereby, in each case except to the extent of the Guarantor's obligations expressly set forth in this Limited Guarantee and subject in all respects to the Cap. Without limiting the generality of the foregoing, no Non-Recourse Party shall have any liability or obligation arising under or relating to this Limited Guarantee, the Purchase Agreement, or any of the transactions contemplated thereby on the basis of any theory of law or equity, including any theory of breach of fiduciary duty, unjust enrichment, fraud (other than actual and intentional fraud on the part of such Non-Recourse Party), or tortious interference.

(d) Each Selling Stockholder and the Seller Representative hereby covenant and agree that none of them shall institute, or cause to be instituted or join in, any proceeding (whether at law, in equity, in contract, in tort, or otherwise) against any Non-Recourse Party that would be inconsistent with the provisions of this Section 6, including any involuntary bankruptcy or insolvency proceeding against the Guarantor, the Purchaser, Ardent GP, or any other Non-Recourse Party (except as may be necessary to enforce the Selling Stockholders' rights against the Guarantor under, and subject to the limitations of, this Limited Guarantee). This Section 6(d) shall constitute an express anti-recourse and non-petition covenant for the benefit of each Non-Recourse Party and shall be enforceable by each Non-Recourse Party directly, as an express third-party beneficiary hereof.

Section 7. Termination.

(a) This Limited Guarantee shall terminate, and the Guarantor shall have no further obligations or liabilities hereunder, upon the earliest to occur of:

(i) the Closing (as defined in the Purchase Agreement), at which time all obligations of the Purchaser with respect to the Reverse Termination Fee shall be extinguished by the consummation of the transactions contemplated by the Purchase Agreement;

(ii) the valid termination of the Purchase Agreement in accordance with its terms in any circumstance under which the Reverse Termination Fee is not owed by the Purchaser to the Selling Stockholders pursuant to Section 9.3(b) of the Purchase Agreement, including any termination by mutual written agreement of the parties thereto or any termination as to which the Purchaser has no obligation to pay the Reverse Termination Fee; or

(iii) the irrevocable payment in full, in cash, of all Guaranteed Obligations (including, without limitation, the Reverse Termination Fee in the amount of $18,600,000 and any enforcement costs payable in connection therewith, in each case subject to the Cap).

(b) Upon termination of this Limited Guarantee in accordance with Section 7(a), this Limited Guarantee shall be of no further force or effect, and neither the Guarantor nor any Non-Recourse Party shall have any obligation, liability, or responsibility hereunder or in connection herewith to the Selling Stockholders, the Seller Representative, or any other person. Promptly following such termination, the Selling Stockholders and the Seller Representative shall, at the reasonable request and sole expense of the Guarantor, execute and deliver to the Guarantor such documents, instruments, and agreements as the Guarantor may reasonably request to evidence such termination, including any release of claims in customary form.

(c) Notwithstanding the foregoing provisions of this Section 7, if a written claim has been made by or on behalf of any Selling Stockholder or the Seller Representative under this Limited Guarantee prior to the occurrence of any termination event described in Section 7(a), this Limited Guarantee shall not terminate with respect to such claim until such claim has been finally resolved (whether by settlement, judgment, or other final disposition) and all amounts payable by the Guarantor in respect of such claim (subject to the Cap) have been irrevocably paid in full.

Section 8. Amendments and Waivers.

(a) No amendment, modification, supplement, or waiver of any provision of this Limited Guarantee, and no consent to any departure by the Guarantor from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent shall be set forth in a written instrument duly executed and delivered by the Guarantor and the Seller Representative (acting on behalf of the Selling Stockholders in accordance with the authority granted to the Seller Representative under the Purchase Agreement). Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

(b) No failure or delay by any Selling Stockholder or the Seller Representative in exercising any right, power, or privilege under this Limited Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. A waiver of any breach of this Limited Guarantee shall not operate or be construed as a waiver of any subsequent or other breach hereof, whether or not similar.

Section 9. Notices.

All notices, requests, demands, claims, consents, waivers, and other communications under this Limited Guarantee shall be in writing and shall be deemed duly given: (a) when delivered by hand (with written confirmation of receipt by the recipient or its agent); (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (with receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third (3rd) business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective 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 Guarantor:

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

Attention: Graham Whitfield, Managing Partner; Priya Ranganathan, Partner

Email: gwhitfield@ardentcapital.com; pranganathan@ardentcapital.com

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

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

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to the Selling Stockholders (via the Seller Representative):

Marcus Delgado, Seller Representative c/o Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, Massachusetts 02116

Attention: Marcus Delgado

Email: mdelgado@crestlinegrowth.com

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

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

Attention: Rebecca Whitaker

Email: rwhitaker@wpslaw.com

Section 10. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Limited Guarantee and any claim, controversy, action, or cause of action (whether in contract, tort, or otherwise) that may be based upon, arising out of, or relating to this Limited Guarantee, or the negotiation, execution, or performance of this Limited Guarantee, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.

(b) Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, to the extent that 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 (Complex Commercial Division), or, if subject matter jurisdiction over such matter is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware), in any action or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such court.

(c) Waiver of Objections. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent that it may legally and effectively do so, (i) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Limited Guarantee in any court referred to in Section 10(b), and (ii) the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE, THE PURCHASE AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF AN ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(d).

Section 11. Counterparts; Delivery.

This Limited Guarantee may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Limited Guarantee by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including Brightwater Software, Ashford Health IT, or any other electronic signature platform complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act as adopted by the State of Delaware) shall be effective as delivery of a manually executed counterpart of this Limited Guarantee.

Section 12. Entire Agreement.

(a) This Limited Guarantee constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants, or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein.

(b) Except as expressly provided in Section 6 (including, without limitation, the non-recourse protections for the benefit of each Non-Recourse Party as expressly contemplated by Section 6(d)), this Limited Guarantee is not intended to and does not confer any rights, benefits, or remedies of any kind whatsoever upon any person other than the Selling Stockholders and the Seller Representative (on behalf of the Selling Stockholders), and no other person shall have any right, benefit, or remedy of any nature whatsoever under or by reason of this Limited Guarantee.

Section 13. Severability.

If any term or provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation of any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Limited Guarantee, and this Limited Guarantee shall be interpreted and construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein, to the extent such construction is feasible. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 14. Assignment.

(a) This Limited Guarantee may not be assigned by the Guarantor, by operation of law or otherwise, without the prior written consent of the Seller Representative (acting on behalf of the Selling Stockholders), and any purported assignment by the Guarantor without such consent shall be null and void and of no force or effect. No assignment by the Guarantor shall release the Guarantor from its obligations hereunder unless such release is expressly agreed to in writing by the Seller Representative.

(b) No Selling Stockholder may assign its rights or obligations under this Limited Guarantee without the prior written consent of the Guarantor; provided, however, that any Selling Stockholder may assign its rights under this Limited Guarantee to a transferee or assignee in connection with a permitted assignment by such Selling Stockholder of its rights under the Purchase Agreement, made in accordance with the terms and conditions of the Purchase Agreement governing such permitted assignments.

(c) Any purported assignment in violation of this Section 14 shall be null and void and shall be of no force or effect. Subject to the foregoing restrictions, this Limited Guarantee shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.

Section 15. No Third-Party Beneficiaries.

Except as expressly provided in Section 6 (including, without limitation, the non-recourse protections and non-petition covenants for the benefit of each Non-Recourse Party as expressly set forth therein), nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any legal or equitable right, benefit, claim, remedy, or cause of action of any nature whatsoever under or by reason of this Limited Guarantee.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Limited Guarantee as of the date first written above.

GUARANTOR:

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital Management III LLC, its General Partner

By: ________

Name: Graham Whitfield

Title: Managing Partner

Acknowledged and Agreed:

SELLING STOCKHOLDERS (by Seller Representative):

Marcus Delgado, solely in his capacity as Seller Representative on behalf of each of the Selling Stockholders

By: ________

Name: Marcus Delgado

Title: Seller Representative

[Signature Page to Limited Guarantee]

LIMITED GUARANTEE
Dated as of February 10, 2025
by
ARDENT CAPITAL PARTNERS III LP
in favor of
the Selling Stockholders (as defined herein)
LIMITED GUARANTEE
This LIMITED GUARANTEE, dated as of February 10, 2025 (this "Limited Guarantee"), is made and delivered by Ardent Capital Partners III LP, a Delaware limited partnership (the "Guarantor"), in favor of Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and each other stockholder of MedVance Health Systems, Inc., a Delaware corporation (the "Company"), that is a party to the Purchase Agreement (as defined below) (Crestline, Ryland Holdings, and each such other stockholder, collectively, the "Selling Stockholders" and each, individually, a "Selling Stockholder").
RECITALS
WHEREAS, the Guarantor, through its wholly owned subsidiary, Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), intends to consummate the transactions contemplated by that certain Stock Purchase Agreement, dated as of February 10, 2025 (as it may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), by and among the Purchaser, the Company, the Selling Stockholders, and Marcus Delgado, solely in his capacity as the representative of the Selling Stockholders (the "Seller Representative");
WHEREAS, the Purchaser is a wholly owned subsidiary of the Guarantor, formed solely for the purpose of effectuating the transactions contemplated by the Purchase Agreement, and the Purchaser currently has no material assets or operations independent of such purpose;
WHEREAS, the general partner of the Guarantor is Ardent Capital Management III LLC, a Delaware limited liability company ("Ardent GP"), which has authorized the execution and delivery of this Limited Guarantee on behalf of the Guarantor;
WHEREAS, the Guarantor will directly and indirectly benefit from the consummation of the transactions contemplated by the Purchase Agreement; and
WHEREAS, as a condition and inducement to the willingness of the Selling Stockholders to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, the Guarantor has agreed to provide this Limited Guarantee on the terms and subject to the limitations set forth herein, guaranteeing certain obligations of the Purchaser under the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:
Capitalized terms used but not otherwise defined in this Limited Guarantee shall have the respective meanings ascribed to such terms in the Purchase Agreement.
Section 1. Guarantee.
(a) The Guarantor hereby absolutely, irrevocably, and unconditionally guarantees to each of the Selling Stockholders, subject to the terms and conditions of this Limited Guarantee, including the limitation on the Guarantor's aggregate liability set forth in Section 2, the due and punctual payment and performance of the Guaranteed Obligations (as defined below). The Guarantor agrees that, if the Purchaser shall fail to pay or perform any Guaranteed Obligation when and as the same shall become due and payable or required to be performed under the Purchase Agreement, the Guarantor shall, promptly and without regard to any grace period or notice requirement that may be afforded to the Purchaser under the Purchase Agreement, pay or cause to be paid such Guaranteed Obligation in immediately available funds, subject in all cases to the Cap (as defined in Section 2).
(b) As used in this Limited Guarantee, the term "Guaranteed Obligations" means, collectively: (i) the obligation of the Purchaser to pay the Reverse Termination Fee to the Selling Stockholders pursuant to Section 9.3(b) of the Purchase Agreement, in the amount and at the times, and subject to the terms and conditions, set forth therein; and (ii) any reimbursement or indemnification obligations of the Purchaser to the Selling Stockholders under Section 9.3(c) of the Purchase Agreement for reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees and court costs) incurred by the Selling Stockholders in connection with the enforcement of the Purchaser's obligation to pay the Reverse Termination Fee pursuant to Section 9.3(b) of the Purchase Agreement, to the extent such reimbursement or indemnification obligations are expressly provided for in Section 9.3(c) of the Purchase Agreement.
(c) This Limited Guarantee constitutes a guarantee of payment and not merely a guarantee of collection. The Guarantor acknowledges and agrees that it shall be liable for the Guaranteed Obligations as a primary obligor and not merely as a surety. The Selling Stockholders shall not be required to make any demand upon, or pursue or exhaust any of their remedies against, the Purchaser or any other person, or to take any other action whatsoever, before, simultaneously with, or after enforcing this Limited Guarantee against the Guarantor.
(d) This Limited Guarantee shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and satisfied in full or until this Limited Guarantee terminates in accordance with Section 7, whichever occurs first. If any payment made by or on behalf of the Purchaser or the Guarantor in respect of the Guaranteed Obligations is rescinded, avoided, or otherwise required to be returned or disgorged for any reason (including, without limitation, upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Purchaser or the Guarantor or upon or as a result of the appointment of a receiver, intervenor, conservator, or trustee or similar officer for the Purchaser or the Guarantor, or any substantial part of its property, or otherwise), the obligations of the Guarantor hereunder in respect of such payment shall be reinstated and this Limited Guarantee shall continue to be effective, or be reinstated, as the case may be, with respect thereto, all as though such payment had not been made.
Section 2. Cap on Liability.
(a) Notwithstanding anything to the contrary contained in this Limited Guarantee or the Purchase Agreement, the aggregate liability of the Guarantor under this Limited Guarantee shall not exceed Eighteen Million Six Hundred Thousand Dollars ($18,600,000) (the "Cap"), which amount represents three percent (3%) of the aggregate Purchase Price of Six Hundred Twenty Million Dollars ($620,000,000) payable under the Purchase Agreement. The Cap shall be inclusive of any and all amounts payable by the Guarantor under Section 1, including, without limitation, (i) all amounts payable in respect of the Reverse Termination Fee, and (ii) all amounts payable in respect of reimbursement or indemnification obligations for costs and expenses of enforcement referenced in clause (ii) of the definition of "Guaranteed Obligations" in Section 1(b).
(b) Under no circumstances shall the Selling Stockholders, whether individually or collectively, seek or be entitled to recover, and the Guarantor shall have no obligation to pay, aggregate amounts in excess of the Cap from the Guarantor under or in connection with this Limited Guarantee, whether by judgment, settlement, or otherwise, and whether the claims against the Guarantor are based on contract, tort, strict liability, or any other theory of law or equity. In no event shall the Guarantor be liable under this Limited Guarantee for any consequential, incidental, indirect, special, punitive, or exemplary damages, including damages for lost profits, loss of revenue, or diminution in value, arising out of or relating to this Limited Guarantee, regardless of whether such damages are based on contract, tort, strict liability, or any other theory.
(c) No individual Selling Stockholder shall be entitled to recover from the Guarantor under this Limited Guarantee an amount in excess of such Selling Stockholder's pro rata share of any amounts recovered under this Limited Guarantee. For purposes of this Section 2(c), each Selling Stockholder's "pro rata share" shall be the percentage determined by dividing (i) the aggregate consideration to which such Selling Stockholder is entitled under the Purchase Agreement by (ii) the aggregate consideration to which all Selling Stockholders are collectively entitled under the Purchase Agreement, expressed as a percentage.
Section 3. Nature of Guarantee; Waivers.
(a) The obligations of the Guarantor under this Limited Guarantee are unconditional and absolute, subject only to the Cap and the termination provisions set forth in Section 7, regardless of:
(i) the validity, regularity, legality, or enforceability of the Purchase Agreement or any other agreement, document, or instrument relating thereto, including any lack of validity or enforceability of any provision of the Purchase Agreement;
(ii) any change in the corporate or limited liability company existence, structure, or ownership of the Purchaser, including by way of merger, consolidation, conversion, reorganization, dissolution, or otherwise, or any change in the name, business, assets, liabilities, financial condition, or results of operations of the Purchaser;
(iii) any insolvency, bankruptcy, receivership, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, or similar proceeding commenced by or against the Purchaser, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding;
(iv) the existence of any claim, set-off, defense, reduction, abatement, or other right that the Guarantor or the Purchaser may have at any time against any Selling Stockholder, the Seller Representative, or any other person, whether in connection with this Limited Guarantee, the Purchase Agreement, the transactions contemplated thereby, or any unrelated transaction;
(v) any lack of authority of any person acting or purporting to act on behalf of the Purchaser or any defect in the formation of the Purchaser;
(vi) the impossibility or illegality of performance on the part of the Purchaser of its obligations under the Purchase Agreement;
(vii) the addition, substitution, or release of any entity or person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Purchase Agreement; or
(viii) any other circumstance (whether or not similar to the foregoing) or any act or omission that might otherwise constitute a legal or equitable defense or discharge of a guarantor or surety, it being the intent of the parties that the Guarantor's obligations hereunder shall not be discharged except by payment of the Guaranteed Obligations (subject to the Cap) or termination in accordance with Section 7.
(b) The Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law:
(i) notice of acceptance of this Limited Guarantee by any Selling Stockholder or any other person;
(ii) notice of any action taken or omitted to be taken by any Selling Stockholder, the Seller Representative, the Purchaser, or any other person in reliance on this Limited Guarantee;
(iii) any requirement of diligence on the part of any person, and any requirement of presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Purchaser, protest, or notice, including notice of default, notice of dishonor, notice of non-payment, notice of acceptance, and notice of any other kind with respect to any of the foregoing;
(iv) any right to require the Selling Stockholders to proceed first against the Purchaser or any other person, or to pursue any other remedy in the power of the Selling Stockholders, or to realize upon any collateral security, before proceeding against the Guarantor under this Limited Guarantee;
(v) any defense based upon the impairment of subrogation rights, reimbursement rights, or contribution rights that the Guarantor may have against the Purchaser or any other person;
(vi) any defense arising by reason of any disability or other defense of the Purchaser or by reason of the cessation from any cause whatsoever of the liability of the Purchaser, whether arising by operation of law, by act of any party, or otherwise; and
(vii) all principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Limited Guarantee.
(c) Without limiting the generality of the foregoing, the Guarantor expressly waives any and all defenses available to it under applicable suretyship principles, including any defenses available under Title 6, Subtitle II, Chapter 27 of the Delaware Code, to the extent applicable, or under any analogous provisions of any other applicable law.
Section 4. No Subrogation; Subordination.
(a) Until all Guaranteed Obligations have been indefeasibly paid in full and this Limited Guarantee has terminated in accordance with Section 7, the Guarantor shall not exercise, and hereby irrevocably waives, any right of subrogation, contribution, reimbursement, or indemnity against the Purchaser or any other person arising by reason of performance by the Guarantor of any of its obligations hereunder, and any right to participate in any claim or remedy of any Selling Stockholder against the Purchaser, whether or not such claim, remedy, or right arises in equity or under contract, statute, or common law, including the right to take or receive from the Purchaser, directly or indirectly, in cash or in other property or by set-off or in any other manner, payment or security on account of such claim, remedy, or right. The Guarantor agrees that, if a payment is made by or on behalf of the Guarantor to the Selling Stockholders hereunder, the Guarantor shall not be entitled to any reimbursement or contribution from the Purchaser until after all of the Guaranteed Obligations have been paid in full and this Limited Guarantee has terminated.
(b) Any indebtedness of the Purchaser now or hereafter owed to the Guarantor (including, without limitation, any intercompany indebtedness, management fees, or other obligations) is hereby subordinated in right of payment to the prior payment and performance in full of all Guaranteed Obligations, and such subordinated indebtedness shall be collected, enforced, and received by the Guarantor as trustee for the Selling Stockholders and shall be paid over promptly to the Selling Stockholders on account of the Guaranteed Obligations, but without reducing or affecting in any manner the obligations of the Guarantor under this Limited Guarantee.
(c) If any amount shall be paid to the Guarantor in violation of this Section 4, such amount shall be deemed to have been received and held in trust by the Guarantor for the benefit of the Selling Stockholders, shall be segregated from other funds of the Guarantor, and shall be promptly paid over to the Selling Stockholders (or to the Seller Representative on their behalf) for application to the Guaranteed Obligations, whether matured or unmatured, in such order as the Selling Stockholders (or the Seller Representative) may determine.
Section 5. Representations and Warranties of the Guarantor.
The Guarantor hereby represents and warrants to each of the Selling Stockholders as follows:
(a) Organization and Good Standing. The Guarantor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.
(b) Power and Authority. The Guarantor has full limited partnership power and authority to execute, deliver, and perform its obligations under this Limited Guarantee. The execution, delivery, and performance by the Guarantor of this Limited Guarantee has been duly authorized by all necessary limited partnership action on the part of the Guarantor, including all requisite action by Ardent Capital Management III LLC, as general partner of the Guarantor, and no other limited partnership proceedings or actions on the part of the Guarantor are necessary to authorize the execution, delivery, and performance of this Limited Guarantee.
(c) Enforceability. This Limited Guarantee has been duly executed and delivered by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies (collectively, the "Enforceability Exceptions").
(d) No Conflicts. The execution, delivery, and performance by the Guarantor of this Limited Guarantee does not and will not (i) violate or conflict with, or result in any breach of, the certificate of limited partnership or limited partnership agreement of the Guarantor (each as may be amended through the date hereof), (ii) violate any law, statute, ordinance, rule, regulation, judgment, order, writ, decree, or injunction of any governmental authority applicable to the Guarantor or any of its properties or assets, or (iii) violate, conflict with, result in a breach of, constitute a default (or an event that, with the passage of time or giving of notice or both, would constitute a default) under, give rise to a right of termination or cancellation under, or result in the creation of any lien or encumbrance upon any of the properties or assets of the Guarantor under, any material contract, agreement, indenture, lease, license, permit, or other instrument or obligation to which the Guarantor is a party or by which the Guarantor or any of its properties or assets may be bound.
(e) Financial Capacity. The Guarantor has the financial capacity to pay and perform all obligations hereunder, up to and including the Cap, and has not incurred, and shall not incur, any obligation, commitment, or liability, contingent or otherwise, that would reasonably be expected to impair or adversely affect the ability of the Guarantor to perform its obligations under this Limited Guarantee when and as the same become due and payable.
(f) No Consents. No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority or other person is required in connection with the execution, delivery, and performance by the Guarantor of this Limited Guarantee, except for such consents, approvals, authorizations, orders, registrations, qualifications, or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to impair the ability of the Guarantor to perform its obligations hereunder.
Section 6. Sole Remedy; No Recourse Beyond the Guarantor.
(a) The parties hereto acknowledge and agree that this Limited Guarantee constitutes the sole and exclusive remedy of the Selling Stockholders and the Seller Representative against the Guarantor and its affiliates (other than the Purchaser and its obligations under the Purchase Agreement) for monetary damages arising from, relating to, or in connection with any breach by the Purchaser of the Purchase Agreement or failure by the Purchaser to consummate the transactions contemplated by the Purchase Agreement. The Selling Stockholders shall not have any right to pursue, and hereby covenant and agree not to seek or pursue, any monetary claim, remedy, or cause of action against the Guarantor or its affiliates (other than the Purchaser) in excess of the Cap or with respect to any obligations or liabilities other than the Guaranteed Obligations.
(b) The Selling Stockholders shall have no right to recover, and shall not seek to recover, any amount in excess of the Cap from the Guarantor, Ardent GP, the limited partners of the Guarantor, or any of their respective affiliates, or any past, present, or future officer, director, employee, member, partner (whether general or limited), manager, agent, advisor, representative, or assignee of any of the foregoing (each, a "Non-Recourse Party"), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Purchaser against any Non-Recourse Party, or otherwise.
(c) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Purchase Agreement, or any other agreement, document, or instrument delivered in connection with the transactions contemplated by the Purchase Agreement, no personal liability whatsoever shall attach to, or be imposed upon, any Non-Recourse Party in connection with this Limited Guarantee, the Purchase Agreement, or the transactions contemplated thereby, in each case except to the extent of the Guarantor's obligations expressly set forth in this Limited Guarantee and subject in all respects to the Cap. Without limiting the generality of the foregoing, no Non-Recourse Party shall have any liability or obligation arising under or relating to this Limited Guarantee, the Purchase Agreement, or any of the transactions contemplated thereby on the basis of any theory of law or equity, including any theory of breach of fiduciary duty, unjust enrichment, fraud (other than actual and intentional fraud on the part of such Non-Recourse Party), or tortious interference.
(d) Each Selling Stockholder and the Seller Representative hereby covenant and agree that none of them shall institute, or cause to be instituted or join in, any proceeding (whether at law, in equity, in contract, in tort, or otherwise) against any Non-Recourse Party that would be inconsistent with the provisions of this Section 6, including any involuntary bankruptcy or insolvency proceeding against the Guarantor, the Purchaser, Ardent GP, or any other Non-Recourse Party (except as may be necessary to enforce the Selling Stockholders' rights against the Guarantor under, and subject to the limitations of, this Limited Guarantee). This Section 6(d) shall constitute an express anti-recourse and non-petition covenant for the benefit of each Non-Recourse Party and shall be enforceable by each Non-Recourse Party directly, as an express third-party beneficiary hereof.
Section 7. Termination.
(a) This Limited Guarantee shall terminate, and the Guarantor shall have no further obligations or liabilities hereunder, upon the earliest to occur of:
(i) the Closing (as defined in the Purchase Agreement), at which time all obligations of the Purchaser with respect to the Reverse Termination Fee shall be extinguished by the consummation of the transactions contemplated by the Purchase Agreement;
(ii) the valid termination of the Purchase Agreement in accordance with its terms in any circumstance under which the Reverse Termination Fee is not owed by the Purchaser to the Selling Stockholders pursuant to Section 9.3(b) of the Purchase Agreement, including any termination by mutual written agreement of the parties thereto or any termination as to which the Purchaser has no obligation to pay the Reverse Termination Fee; or
(iii) the irrevocable payment in full, in cash, of all Guaranteed Obligations (including, without limitation, the Reverse Termination Fee in the amount of $18,600,000 and any enforcement costs payable in connection therewith, in each case subject to the Cap).
(b) Upon termination of this Limited Guarantee in accordance with Section 7(a), this Limited Guarantee shall be of no further force or effect, and neither the Guarantor nor any Non-Recourse Party shall have any obligation, liability, or responsibility hereunder or in connection herewith to the Selling Stockholders, the Seller Representative, or any other person. Promptly following such termination, the Selling Stockholders and the Seller Representative shall, at the reasonable request and sole expense of the Guarantor, execute and deliver to the Guarantor such documents, instruments, and agreements as the Guarantor may reasonably request to evidence such termination, including any release of claims in customary form.
(c) Notwithstanding the foregoing provisions of this Section 7, if a written claim has been made by or on behalf of any Selling Stockholder or the Seller Representative under this Limited Guarantee prior to the occurrence of any termination event described in Section 7(a), this Limited Guarantee shall not terminate with respect to such claim until such claim has been finally resolved (whether by settlement, judgment, or other final disposition) and all amounts payable by the Guarantor in respect of such claim (subject to the Cap) have been irrevocably paid in full.
Section 8. Amendments and Waivers.
(a) No amendment, modification, supplement, or waiver of any provision of this Limited Guarantee, and no consent to any departure by the Guarantor from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent shall be set forth in a written instrument duly executed and delivered by the Guarantor and the Seller Representative (acting on behalf of the Selling Stockholders in accordance with the authority granted to the Seller Representative under the Purchase Agreement). Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given.
(b) No failure or delay by any Selling Stockholder or the Seller Representative in exercising any right, power, or privilege under this Limited Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. A waiver of any breach of this Limited Guarantee shall not operate or be construed as a waiver of any subsequent or other breach hereof, whether or not similar.
Section 9. Notices.
All notices, requests, demands, claims, consents, waivers, and other communications under this Limited Guarantee shall be in writing and shall be deemed duly given: (a) when delivered by hand (with written confirmation of receipt by the recipient or its agent); (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (with receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third (3rd) business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective 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 Guarantor:
Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Graham Whitfield, Managing Partner; Priya Ranganathan, Partner
Email: gwhitfield@ardentcapital.com; pranganathan@ardentcapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to the Selling Stockholders (via the Seller Representative):
Marcus Delgado, Seller Representative c/o Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, Massachusetts 02116
Attention: Marcus Delgado
Email: mdelgado@crestlinegrowth.com
with a copy (which shall not constitute notice) to:
Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, Tennessee 37201
Attention: Rebecca Whitaker
Email: rwhitaker@wpslaw.com
Section 10. Governing Law; Jurisdiction; Waiver of Jury Trial.
(a) Governing Law. This Limited Guarantee and any claim, controversy, action, or cause of action (whether in contract, tort, or otherwise) that may be based upon, arising out of, or relating to this Limited Guarantee, or the negotiation, execution, or performance of this Limited Guarantee, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.
(b) Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, to the extent that 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 (Complex Commercial Division), or, if subject matter jurisdiction over such matter is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware), in any action or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such court.
(c) Waiver of Objections. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent that it may legally and effectively do so, (i) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Limited Guarantee in any court referred to in Section 10(b), and (ii) the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(d) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE, THE PURCHASE AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF AN ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(d).
Section 11. Counterparts; Delivery.
This Limited Guarantee may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Limited Guarantee by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including Brightwater Software, Ashford Health IT, or any other electronic signature platform complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act as adopted by the State of Delaware) shall be effective as delivery of a manually executed counterpart of this Limited Guarantee.
Section 12. Entire Agreement.
(a) This Limited Guarantee constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants, or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein.
(b) Except as expressly provided in Section 6 (including, without limitation, the non-recourse protections for the benefit of each Non-Recourse Party as expressly contemplated by Section 6(d)), this Limited Guarantee is not intended to and does not confer any rights, benefits, or remedies of any kind whatsoever upon any person other than the Selling Stockholders and the Seller Representative (on behalf of the Selling Stockholders), and no other person shall have any right, benefit, or remedy of any nature whatsoever under or by reason of this Limited Guarantee.
Section 13. Severability.
If any term or provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation of any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Limited Guarantee, and this Limited Guarantee shall be interpreted and construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein, to the extent such construction is feasible. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 14. Assignment.
(a) This Limited Guarantee may not be assigned by the Guarantor, by operation of law or otherwise, without the prior written consent of the Seller Representative (acting on behalf of the Selling Stockholders), and any purported assignment by the Guarantor without such consent shall be null and void and of no force or effect. No assignment by the Guarantor shall release the Guarantor from its obligations hereunder unless such release is expressly agreed to in writing by the Seller Representative.
(b) No Selling Stockholder may assign its rights or obligations under this Limited Guarantee without the prior written consent of the Guarantor; provided, however, that any Selling Stockholder may assign its rights under this Limited Guarantee to a transferee or assignee in connection with a permitted assignment by such Selling Stockholder of its rights under the Purchase Agreement, made in accordance with the terms and conditions of the Purchase Agreement governing such permitted assignments.
(c) Any purported assignment in violation of this Section 14 shall be null and void and shall be of no force or effect. Subject to the foregoing restrictions, this Limited Guarantee shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.
Section 15. No Third-Party Beneficiaries.
Except as expressly provided in Section 6 (including, without limitation, the non-recourse protections and non-petition covenants for the benefit of each Non-Recourse Party as expressly set forth therein), nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any legal or equitable right, benefit, claim, remedy, or cause of action of any nature whatsoever under or by reason of this Limited Guarantee.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Limited Guarantee as of the date first written above.
GUARANTOR:
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital Management III LLC, its General Partner
By: ________
Name: Graham Whitfield
Title: Managing Partner
Acknowledged and Agreed:
SELLING STOCKHOLDERS (by Seller Representative):
Marcus Delgado, solely in his capacity as Seller Representative on behalf of each of the Selling Stockholders
By: ________
Name: Marcus Delgado
Title: Seller Representative
[Signature Page to Limited Guarantee]

LIMITED GUARANTEE

ARDENT CAPITAL PARTNERS III LP

LIMITED GUARANTEE

RECITALS

GUARANTOR:

ARDENT CAPITAL PARTNERS III LP

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