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MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT

by and among

ARDENT HEALTHCARE HOLDINGS INC.,

a Delaware corporation,

ARDENT CAPITAL PARTNERS III LP,

a Delaware limited partnership,

and

THE MANAGEMENT HOLDERS IDENTIFIED ON SCHEDULE A HERETO

Dated as of February 10, 2025

MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT

This MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of February 10, 2025 (the "Effective Date"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Company"), Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), and each of the individuals identified on Schedule A attached hereto, namely, Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver (each, a "Management Holder" and, collectively, the "Management Holders"). The Company, the Sponsor, and the Management Holders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement is entered into in connection with that certain Stock Purchase Agreement, dated as of even date herewith (the "Purchase Agreement"), by and among the Company, MedVance Health Systems, Inc., a Tennessee corporation (the "Target"), Crestline Growth Equity Fund II LP, a Delaware limited partnership, Ryland Family Holdings LLC, a Tennessee limited liability company, and the other Sellers identified therein (collectively, the "Sellers"), pursuant to which the Company will acquire all of the outstanding capital stock of the Target on the terms and subject to the conditions set forth therein.

RECITALS

WHEREAS, the Company has been formed as a Delaware corporation for the purpose of consummating the acquisition of all of the outstanding capital stock of MedVance Health Systems, Inc. pursuant to the Purchase Agreement (the "Transaction");

WHEREAS, each Management Holder currently holds equity interests in the Target and, in connection with the closing of the Transaction (the "Closing"), desires to contribute a portion of such equity interests (or the cash proceeds attributable thereto) to the Company in exchange for shares of Class A Common Stock, par value $0.001 per share, of the Company (the "Class A Common Stock"), on the terms and subject to the conditions set forth herein;

WHEREAS, the Sponsor will make an equity contribution to the Company in an aggregate amount of Two Hundred Ninety Million Dollars ($290,000,000) in connection with the Closing;

WHEREAS, the aggregate rollover investment to be made by the Management Holders in connection with the Closing is approximately Eighteen Million Six Hundred Thousand Dollars ($18,600,000), and each Management Holder's individual Rollover Amount is set forth on Schedule A attached hereto;

WHEREAS, the Parties desire to set forth the terms and conditions governing the Management Holders' subscription for, and ownership of, Company Shares (as defined below), including, without limitation, transfer restrictions, tag-along rights, drag-along rights, and put and call rights; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the premises set forth in the recitals above (which are incorporated herein by reference), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the term "Affiliate" when used with respect to the Sponsor shall not include any portfolio company of the Sponsor or any fund managed by Ardent Capital Management III LLC or its Affiliates, other than the Company and its Subsidiaries.

"Agreement" has the meaning set forth in the Preamble.

"Board" means the Board of Directors of the Company, as constituted from time to time in accordance with the Company's Certificate of Incorporation and Bylaws.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York or Nashville, Tennessee are authorized or required by law to close.

"Cause" means, with respect to each Management Holder, "Cause" as defined in such Management Holder's Employment Agreement with the Target or any of its successors or Subsidiaries. If a Management Holder does not have an Employment Agreement (or if such Employment Agreement does not define "Cause"), then "Cause" shall mean: (i) the conviction of, or plea of guilty or nolo contendere by, such Management Holder to a felony or any crime involving moral turpitude; (ii) willful misconduct or gross negligence by such Management Holder in the performance of such holder's duties to the Company or any of its Subsidiaries that is materially injurious to the Company or its Subsidiaries; (iii) a material breach by such Management Holder of any restrictive covenant (including non-competition, non-solicitation, non-disparagement, or confidentiality obligations) applicable to such Management Holder under this Agreement, such holder's Employment Agreement, or any other agreement with the Company or any of its Subsidiaries; (iv) fraud, embezzlement, misappropriation of funds, or other acts of dishonesty by such Management Holder in connection with such holder's duties or responsibilities to the Company or any of its Subsidiaries; or (v) a material violation of the Company's or any Subsidiary's written policies or codes of conduct by such Management Holder after written notice from the Board specifying the nature of such violation and a thirty (30)-day period to cure (to the extent such violation is capable of cure).

"Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Class A Common Stock" means the shares of Class A Common Stock, par value $0.001 per share, of the Company.

"Closing" means the closing of the transactions contemplated by the Purchase Agreement.

"Closing Date" means the date on which the Closing occurs. As of the date hereof, the target Closing Date is April 15, 2025.

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

"Company" has the meaning set forth in the Preamble.

"Company Shares" means shares of Class A Common Stock of the Company issued or issuable to any Management Holder pursuant to this Agreement, including any shares of Class A Common Stock issued with respect thereto by way of stock dividend, stock split, combination, recapitalization, reclassification, or similar event.

"Credit Agreement" means that certain Credit Agreement, dated as of the Closing Date (reference No. RNB-HC-2025-0418), by and among the Company, the lenders party thereto, and Ridgeline National Bank, N.A., as administrative agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time, providing for, among other things, a Term Loan B facility in an aggregate principal amount of $340,000,000 and a revolving credit facility in an aggregate principal amount of $50,000,000 (the "Revolver"), with Pinnacle Commercial Credit Corp. as co-arranger.

"Disability" means, with respect to each Management Holder, "Disability" as defined in such Management Holder's Employment Agreement with the Target or any of its successors or Subsidiaries. If a Management Holder does not have an Employment Agreement (or if such Employment Agreement does not define "Disability"), then "Disability" shall mean such Management Holder's inability to perform the essential functions of such holder's duties and responsibilities to the Company or any of its Subsidiaries, with or without reasonable accommodation, for one hundred eighty (180) consecutive calendar days or for two hundred seventy (270) calendar days in any three hundred sixty-five (365)-day period, as certified by a licensed physician selected by the Board in its reasonable discretion.

"Drag-Along Notice" has the meaning set forth in Section 8.2.

"Drag-Along Sale" has the meaning set forth in Section 8.1.

"Effective Date" has the meaning set forth in the Preamble.

"Employment Agreement" means, with respect to each Management Holder, such Management Holder's employment agreement with the Target (or its successor or applicable Subsidiary), entered into as of the Closing Date, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Fair Market Value" or "FMV" means, with respect to a share of Class A Common Stock as of any date of determination, the fair market value per share of Class A Common Stock as determined by the Board in good faith, based on the total enterprise value of the Company and its Subsidiaries on a going-concern basis, as if the Company were to be sold in its entirety in an arm's-length transaction between a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell, net of all Indebtedness (including all amounts outstanding under the Credit Agreement and any other funded debt of the Company and its Subsidiaries as of such date), and taking into account all relevant factors, including but not limited to the Company's financial condition, results of operations, prospects, and comparable company valuations. In the event that a Management Holder disputes the Board's determination of Fair Market Value in accordance with Section 9.6, the Fair Market Value shall be determined by an Independent Appraiser selected in accordance with Section 9.6.

"General Call Right" has the meaning set forth in Section 9.2.

"Good Reason" means, with respect to each Management Holder, "Good Reason" as defined in such Management Holder's Employment Agreement with the Target or any of its successors or Subsidiaries. If a Management Holder does not have an Employment Agreement (or if such Employment Agreement does not define "Good Reason"), then "Good Reason" shall mean the occurrence, without such Management Holder's prior written consent, of any of the following events: (i) a material diminution in such Management Holder's annual base salary (a reduction of more than ten percent (10%) shall be deemed material for purposes of this clause (i)); (ii) a material diminution in such Management Holder's title, authority, duties, or responsibilities as in effect immediately following the Closing Date; (iii) a relocation of such Management Holder's principal place of employment to a location more than fifty (50) miles from Nashville, Tennessee; or (iv) a material breach by the Company or any of its Subsidiaries of this Agreement or such Management Holder's Employment Agreement; provided, however, that no event described in clauses (i) through (iv) above shall constitute "Good Reason" unless (A) such Management Holder provides written notice to the Company within sixty (60) days following the initial occurrence of such event, specifying in reasonable detail the grounds for Good Reason, (B) the Company fails to cure such event within thirty (30) days following receipt of such written notice, and (C) such Management Holder terminates employment within thirty (30) days following the expiration of such cure period.

"Governmental Authority" means any federal, state, provincial, local, municipal, foreign, or other governmental or quasi-governmental authority, body, or instrumentality of any nature, including any court, tribunal, administrative agency or commission, regulatory body, or self-regulatory organization.

"Indebtedness" means, without duplication, with respect to any Person, (i) all indebtedness of such Person for borrowed money, including the Term Loan B facility in an aggregate principal amount of $340,000,000 from Ridgeline National Bank, N.A. and Pinnacle Commercial Credit Corp. and any drawn amounts under the Revolver (a $50,000,000 revolving credit facility), (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures, or similar instruments, (iv) all capital lease obligations of such Person, (v) all guarantees by such Person of the obligations described in clauses (i) through (iv) of any other Person, and (vi) any other funded debt of the Company and its Subsidiaries.

"Independent Appraiser" means a nationally recognized independent valuation firm mutually agreed upon by the Sponsor and the disputing Management Holder. If the Sponsor and such Management Holder are unable to agree on a single firm within fifteen (15) days following the date on which the Management Holder delivers written notice of dispute pursuant to Section 9.6, each of the Sponsor and such Management Holder shall, within ten (10) Business Days thereafter, select one nationally recognized independent valuation firm, and those two firms shall, within ten (10) Business Days of their selection, select a third nationally recognized independent valuation firm to serve as the Independent Appraiser.

"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit B.

"Liens" means any mortgage, pledge, lien, security interest, charge, claim, encumbrance, option, right of first refusal, preemptive right, community property interest, equitable interest, or other restriction of any kind or nature, whether arising by contract, operation of law, or otherwise.

"Lock-Up Period" means the period commencing on the Closing Date and ending on the earliest to occur of (i) the third (3rd) anniversary of the Closing Date, (ii) a Qualified Public Offering, and (iii) a Sale of the Company.

"Management Holder" and "Management Holders" have the meanings set forth in the Preamble.

"Original Cost" means, with respect to each Management Holder, the per-share price paid (or deemed paid via contribution of Rollover Shares) for such Management Holder's Company Shares, as set forth on Schedule A. As of the date hereof, the Original Cost is $10.00 per share of Class A Common Stock.

"Permitted Transferee" means, with respect to any Management Holder, (i) such Management Holder's spouse, (ii) any lineal descendant (including by adoption) of such Management Holder, (iii) any trust established and maintained solely for the benefit of such Management Holder and/or one or more of the Persons described in clauses (i) and (ii), (iv) any family limited partnership or family limited liability company the partners or members of which consist solely of such Management Holder and/or one or more of the Persons described in clauses (i) and (ii), and (v) upon the death of such Management Holder, such Management Holder's estate, executors, administrators, personal representatives, or heirs; provided, in each case, that as a condition to any such Transfer, the Permitted Transferee shall have executed and delivered a Joinder Agreement in the form attached hereto as Exhibit B.

"Person" means any individual, partnership, limited liability company, corporation, joint venture, trust, association, unincorporated organization, Governmental Authority, or other entity.

"Purchase Agreement" means that certain Stock Purchase Agreement, dated as of February 10, 2025, by and among the Company, the Target, Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, and the other Sellers named therein, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Put Right" has the meaning set forth in Section 9.3.

"Qualified Public Offering" or "QPO" means a firm-commitment underwritten public offering of common equity securities of the Company (or any successor entity) pursuant to an effective registration statement under the Securities Act, resulting in aggregate gross proceeds to the Company (before deduction of underwriting discounts, commissions, and offering expenses) of at least One Hundred Million Dollars ($100,000,000) and resulting in the listing of such common equity securities on the New York Stock Exchange or The Nasdaq Stock Market.

"Revolver" has the meaning set forth in the definition of "Credit Agreement."

"Rollover Amount" means, with respect to each Management Holder, the dollar amount set forth opposite such Management Holder's name on Schedule A, representing the aggregate value (based on the Original Cost per share) of the Company Shares to be issued to such Management Holder in exchange for such holder's contribution of Rollover Shares.

"Rollover Shares" means, with respect to each Management Holder, the shares of capital stock or other equity interests in the Target contributed by such Management Holder to the Company pursuant to Article II, as set forth on Schedule A.

"Sale of the Company" means (i) any merger, consolidation, business combination, recapitalization, or similar transaction involving the Company in which the Sponsor and its Affiliates cease to hold, directly or indirectly, more than fifty percent (50%) of the aggregate voting power of the outstanding equity securities of the surviving or resulting entity, (ii) a sale, lease, exchange, or other disposition of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to any Person or group of Persons, or (iii) a sale by the Sponsor and its Affiliates of more than fifty percent (50%) of the then-outstanding voting equity securities of the Company, whether in one transaction or a series of related transactions.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Sponsor" has the meaning set forth in the Preamble.

"Sponsor Majority" means Ardent Capital Partners III LP and its Affiliates holding in the aggregate a majority of the then-outstanding Company Shares held by all holders that are the Sponsor or Affiliates of the Sponsor.

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, trust, or other form of legal entity of which (i) more than fifty percent (50%) of the outstanding voting securities are directly or indirectly owned by such Person or (ii) such Person or any Subsidiary of such Person is a general partner (excluding partnerships in which such Person or any Subsidiary of such Person does not have a majority of the voting interests in such partnership).

"Tag-Along Notice" has the meaning set forth in Section 7.1.

"Tag-Along Sale" has the meaning set forth in Section 7.1.

"Target" means MedVance Health Systems, Inc., a Tennessee corporation.

"Termination Date" means, with respect to a Management Holder, the date on which such Management Holder's employment with the Company and all of its Subsidiaries terminates for any reason.

"Termination Put Right" has the meaning set forth in Section 9.4.

"Transaction" has the meaning set forth in the Recitals.

"Transfer" means any direct or indirect sale, assignment, transfer, conveyance, pledge, hypothecation, gift, encumbrance, or other disposition of Company Shares or any interest therein, whether voluntary, involuntary, or by operation of law (including by merger, consolidation, or otherwise), and whether or not for value. The terms "Transferring," "Transferred," and "Transferee" shall have correlative meanings.

Section 1.2 — Interpretation. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, subsection, Schedule, or Exhibit; (c) references to "Articles," "Sections," "Schedules," and "Exhibits" refer to Articles, Sections, Schedules, and Exhibits of and to this Agreement; (d) the word "including" means "including, without limitation"; (e) the word "or" is not exclusive; (f) references to "days" mean calendar days unless otherwise specified; and (g) all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

ARTICLE II — ROLLOVER CONTRIBUTION

Section 2.1 — Contribution of Target Equity.

(a) Each Management Holder hereby agrees, effective immediately prior to and conditioned upon the Closing, to contribute, convey, assign, transfer, and deliver to the Company, free and clear of all Liens (other than restrictions under the Target's existing stockholders agreement, which shall be terminated at or immediately prior to the Closing), the Rollover Shares set forth opposite such Management Holder's name on Schedule A, representing a portion of such Management Holder's equity interests in MedVance Health Systems, Inc.

(b) The contribution of Rollover Shares by each Management Holder in exchange for Company Shares is intended to be structured as a tax-deferred exchange under Section 351 of the Code to the maximum extent permissible under applicable law. Each Management Holder acknowledges that the Company and the Sponsor have relied upon the tax advice of Osgood & Vail CPAs LLP in structuring the contribution contemplated by this Section 2.1, and that each Management Holder has been advised to, and has had the opportunity to, obtain independent tax advice regarding the tax treatment and consequences of such contribution. The Parties shall cooperate in good faith to structure the contribution in a manner that qualifies for tax-deferred treatment under Section 351 of the Code, including with respect to the sequencing and timing of contributions and issuances at the Closing.

(c) Each Management Holder acknowledges and agrees that the remaining portion of such Management Holder's equity interests in the Target that are not contributed to the Company pursuant to this Section 2.1 (i.e., the portion of such Management Holder's Target equity in excess of the Rollover Shares) will be cashed out and converted into the right to receive closing cash consideration in accordance with the terms and conditions of the Purchase Agreement, and such Management Holder will receive such Management Holder's pro rata share of the Sellers' closing cash proceeds in respect thereof.

Section 2.2 — Issuance of Company Shares.

(a) In exchange for each Management Holder's contribution of Rollover Shares pursuant to Section 2.1, the Company shall issue to such Management Holder the number of shares of Class A Common Stock set forth opposite such Management Holder's name on Schedule A, at a price of $10.00 per share (the "Subscription Price"). The aggregate issuances to the Management Holders shall be as follows:

(i) Daniel Burch: 756,000 shares of Class A Common Stock, representing a Rollover Amount of $7,560,000;

(ii) Angela Moretti: 484,000 shares of Class A Common Stock, representing a Rollover Amount of $4,840,000;

(iii) Dr. Samir Patel: 348,000 shares of Class A Common Stock, representing a Rollover Amount of $3,480,000; and

(iv) Karen Tolliver: 272,000 shares of Class A Common Stock, representing a Rollover Amount of $2,720,000.

(b) The aggregate number of shares of Class A Common Stock to be issued to the Management Holders pursuant to this Section 2.2 is 1,860,000 shares, representing an aggregate Rollover Amount of $18,600,000.

(c) Concurrently with the issuance of Company Shares to the Management Holders, the Sponsor shall subscribe for and purchase 29,000,000 shares of Class A Common Stock at a price of $10.00 per share, representing an aggregate equity contribution by the Sponsor of $290,000,000.

Section 2.3 — Closing of Rollover.

(a) The rollover contribution contemplated by Section 2.1 and the issuance of Company Shares contemplated by Section 2.2 shall occur simultaneously with, and shall be conditioned upon, the Closing under the Purchase Agreement.

(b) At or prior to the Closing, each Management Holder shall deliver to the Company:

(i) duly endorsed stock certificates (or, in the case of uncertificated shares, duly executed stock powers or irrevocable transfer instructions) representing such Management Holder's Rollover Shares, or such other evidence of the transfer of such Rollover Shares as may be reasonably satisfactory to the Company and the Sponsor, including evidence of book-entry transfer if applicable;

(ii) a duly executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification);

(iii) a duly executed counterpart of this Agreement, if not previously delivered; and

(iv) such other documents, instruments, and certificates as the Company may reasonably request in connection with the consummation of the transactions contemplated by this Article II.

(i) a stock certificate (or evidence of book-entry issuance, as determined by the Company in its sole discretion) representing the number of shares of Class A Common Stock to be issued to such Management Holder as set forth on Schedule A, bearing the restrictive legend described in Section 6.6; and

(ii) an updated capitalization table of the Company reflecting the post-Closing ownership of Class A Common Stock by the Sponsor and each Management Holder, substantially in the form attached hereto as Schedule B.

Section 2.4 — Conditions to Contribution.

(a) The obligations of each Management Holder to consummate the rollover contribution contemplated by Section 2.1 shall be subject to the satisfaction (or waiver by such Management Holder) of the following conditions:

(i) the Closing under the Purchase Agreement shall be occurring simultaneously with, or shall have occurred immediately prior to, the rollover contribution;

(ii) the representations and warranties of the Company set forth in Article IV shall be true and correct in all material respects as of the Closing Date (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects);

(iii) the Sponsor shall be making its equity contribution of $290,000,000 to the Company concurrently with the Closing; and

(iv) such Management Holder's Employment Agreement with the Target (or its successor or applicable Subsidiary) shall have been duly executed and delivered by all parties thereto.

(b) The obligations of the Company to consummate the issuance of Company Shares contemplated by Section 2.2 shall be subject to the satisfaction (or waiver by the Company) of the following conditions:

(i) the representations and warranties of such Management Holder set forth in Article III shall be true and correct in all material respects as of the Closing Date;

(ii) the Closing under the Purchase Agreement shall be occurring simultaneously with, or shall have occurred immediately prior to, the issuance of Company Shares; and

(iii) the Company shall have received all deliverables required to be delivered by such Management Holder pursuant to Section 2.3(b).

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF EACH MANAGEMENT HOLDER

Each Management Holder, severally and not jointly, hereby represents and warrants to the Company and the Sponsor as of the date hereof and as of the Closing Date as follows:

Section 3.1 — Authority and Capacity. Such Management Holder has full legal capacity to execute and deliver this Agreement and each other document, instrument, or agreement to be executed and delivered by such Management Holder in connection herewith (collectively, the "Management Holder Documents") and to perform all of such Management Holder's obligations hereunder and thereunder. This Agreement and each Management Holder Document has been (or, when executed, will be) duly executed and delivered by such Management Holder and constitutes (or, when executed, will constitute) the legal, valid, and binding obligation of such Management Holder, enforceable against such Management Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 3.2 — Ownership of Rollover Shares. Such Management Holder is the record and beneficial owner of the Rollover Shares described opposite such Management Holder's name on Schedule A, free and clear of all Liens (other than restrictions arising under the Target's existing stockholders agreement, which will be terminated at or immediately prior to the Closing, restrictions arising under applicable federal and state securities laws, and Liens created by or arising under this Agreement). Such Management Holder has good and valid title to such Rollover Shares, with full right, power, and authority to contribute, convey, assign, transfer, and deliver such Rollover Shares to the Company in accordance with Section 2.1. Upon contribution of the Rollover Shares by such Management Holder to the Company in accordance with this Agreement, the Company will acquire good and valid title to such Rollover Shares, free and clear of all Liens (other than Liens created by the Company or the Sponsor).

Section 3.3 — No Conflicts. The execution, delivery, and performance by such Management Holder of this Agreement and each Management Holder Document, and the consummation by such Management Holder of the transactions contemplated hereby and thereby (including the contribution of Rollover Shares), do not and will not (i) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority applicable to such Management Holder, (ii) result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation of, any contract, agreement, instrument, or obligation to which such Management Holder is a party or by which any of such Management Holder's assets (including the Rollover Shares) are bound, or (iii) result in the creation or imposition of any Lien upon the Rollover Shares (other than Liens created by this Agreement).

Section 3.4 — Investment Representations.

(a) Such Management Holder is acquiring the Company Shares for such Management Holder's own account, for investment purposes only, and not with a view toward, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities or "blue sky" laws.

(b) Such Management Holder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(c) Such Management Holder has received and reviewed all information that such Management Holder deems necessary or appropriate regarding the Company, the Sponsor, and the Transaction, including the Purchase Agreement and the documents and agreements related thereto, and has had the opportunity to ask questions of, and receive answers from, the Company and the Sponsor regarding the Company, its business, financial condition, and prospects, and the terms and conditions of the transactions contemplated by this Agreement.

(d) Such Management Holder acknowledges that the Company Shares constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and that such Company Shares may not be Transferred except in compliance with the Securities Act, applicable state securities laws, and the transfer restrictions set forth in this Agreement.

(e) Such Management Holder has been advised to consult, and has had the opportunity to consult, with such Management Holder's own independent legal counsel and tax advisor regarding the transactions contemplated by this Agreement, including the legal and tax consequences thereof.

Section 3.5 — Tax Matters.

(a) Such Management Holder has obtained independent tax advice (or has had the opportunity to obtain such advice) regarding the contribution of Rollover Shares to the Company in exchange for Company Shares and the intended treatment of such contribution as a tax-deferred exchange under Section 351 of the Code.

(b) Such Management Holder acknowledges that neither the Company, the Sponsor, nor any of their respective counsel (including Calderwood & Harkness LLP) has provided, or is providing, tax advice to such Management Holder in connection with the transactions contemplated by this Agreement, and that such Management Holder is relying solely on such Management Holder's own tax advisors with respect to all tax matters relating to this Agreement and the transactions contemplated hereby.

Section 3.6 — No Broker. No broker, finder, investment banker, financial advisor, or other Person is entitled to any brokerage fee, finder's fee, commission, financial advisory fee, or similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Management Holder.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Management Holder as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7201548). The Company was formed on January 8, 2025. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently proposed to be conducted.

Section 4.2 — Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board (with the consent of the Sponsor in its capacity as sole stockholder of the Company as of the date hereof). This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 4.3 — Capitalization.

(a) The authorized capital stock of the Company consists of 50,000,000 shares of Class A Common Stock, par value $0.001 per share. As of the date hereof (and prior to the Closing), no shares of Class A Common Stock are issued and outstanding. No other classes of capital stock of the Company are authorized.

(b) Immediately following the Closing, after giving effect to the transactions contemplated by this Agreement (including the issuance of Company Shares to the Management Holders and the Sponsor's equity contribution), the Company will have 30,860,000 shares of Class A Common Stock issued and outstanding, consisting of (i) 29,000,000 shares held by the Sponsor and (ii) 1,860,000 shares held by the Management Holders in the aggregate (as set forth in further detail on Schedule B).

(c) Except as contemplated by this Agreement, as of the Closing Date there will be no outstanding options, warrants, rights, calls, convertible securities, exchangeable securities, commitments, or agreements of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue, deliver, sell, repurchase, or redeem, or cause to be issued, delivered, sold, repurchased, or redeemed, any shares of capital stock of the Company. Nothing in the foregoing shall limit the Board's authority, subject to the Sponsor consent rights set forth in Section 10.7, to establish one or more equity incentive plans following the Closing.

Section 4.4 — Valid Issuance. The Company Shares, when issued and delivered to the Management Holders in accordance with the terms of this Agreement and in exchange for the contribution of the Rollover Shares as contemplated hereby, will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all Liens (other than Liens created by the Management Holders, restrictions arising under this Agreement, and restrictions under applicable federal and state securities laws).

Section 4.5 — No Conflicts. The execution, delivery, and performance by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) violate or conflict with any provision of the Certificate of Incorporation or the Bylaws of the Company, (ii) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority, or (iii) result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, any contract, agreement, instrument, or obligation to which the Company is a party or by which any of its assets are bound.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR

The Sponsor hereby represents and warrants to each Management Holder as of the date hereof and as of the Closing Date as follows:

Section 5.1 — Organization. The Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Sponsor is Ardent Capital Management III LLC, a Delaware limited liability company ("ACM III").

Section 5.2 — Authority. The Sponsor, acting through ACM III as its general partner, has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership and limited liability company action on the part of the Sponsor and ACM III, respectively. This Agreement has been duly executed and delivered by the Sponsor and constitutes the legal, valid, and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 5.3 — Sponsor Equity Commitment. The Sponsor hereby confirms that it will make an equity contribution to the Company in an aggregate amount of Two Hundred Ninety Million Dollars ($290,000,000) in exchange for 29,000,000 shares of Class A Common Stock at a price of $10.00 per share, at or immediately prior to the Closing, subject to the satisfaction or waiver of the conditions to the Closing set forth in the Purchase Agreement. The Sponsor has, or at the time of the Closing will have, immediately available funds sufficient to fund such equity contribution.

ARTICLE VI — TRANSFER RESTRICTIONS

Section 6.1 — General Restriction. No Management Holder shall Transfer any Company Shares (or any interest therein) except in strict compliance with this Article VI and the Securities Act. Without limiting the generality of the foregoing, during the Lock-Up Period, no Management Holder shall Transfer any Company Shares (or any interest therein) other than a Permitted Transfer in accordance with Section 6.2. Any purported Transfer in violation of this Section 6.1 shall be null and void and of no force or effect in accordance with Section 6.4.

Section 6.2 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 6.1, a Management Holder may Transfer Company Shares in connection with any of the following (each, a "Permitted Transfer"):

(a) a Transfer to a Permitted Transferee, provided that (i) such Management Holder shall have given the Company and the Sponsor prior written notice of such Transfer at least ten (10) Business Days prior to the consummation thereof, identifying the proposed Permitted Transferee and the number of Company Shares to be Transferred, and (ii) such Permitted Transferee shall have executed and delivered to the Company a Joinder Agreement substantially in the form attached hereto as Exhibit B, pursuant to which such Permitted Transferee agrees to be bound by all of the terms and conditions of this Agreement applicable to the transferring Management Holder with respect to the Transferred Company Shares;

(b) a Transfer pursuant to the tag-along provisions of Article VII;

(d) a Transfer pursuant to the put and call provisions of Article IX; and

(e) a Transfer that has been approved in advance in writing by the Board (with the prior written approval of the Sponsor Majority).

Section 6.3 — Right of First Refusal.

(a) Following the expiration of the Lock-Up Period, if a Management Holder (the "Offering Holder") receives a bona fide written offer from a third party that is not an Affiliate of such Management Holder (a "Third-Party Offer") to purchase any or all of such Management Holder's Company Shares and such Management Holder desires to accept such Third-Party Offer, the Offering Holder shall, before consummating such sale, first offer such Company Shares (the "Offered Shares") to the Company (and, if the Company declines to purchase all of the Offered Shares, then to the Sponsor) on the same terms and conditions as those set forth in the Third-Party Offer.

(b) The Offering Holder shall deliver to the Company and the Sponsor a written notice (the "ROFR Notice") setting forth: (i) the identity of the proposed third-party purchaser, (ii) the number of Offered Shares, (iii) the price per share and the aggregate purchase price, (iv) the other material terms and conditions of the Third-Party Offer, and (v) a copy of the Third-Party Offer (or, if oral, a detailed written summary thereof).

(c) The Company shall have thirty (30) days following receipt of the ROFR Notice (the "Company ROFR Period") to elect, by written notice to the Offering Holder, to purchase all (but not less than all) of the Offered Shares at the price and on the terms set forth in the ROFR Notice.

(d) If the Company does not elect to purchase all of the Offered Shares within the Company ROFR Period, the Sponsor shall have an additional fifteen (15) days following the expiration of the Company ROFR Period (the "Sponsor ROFR Period") to elect, by written notice to the Offering Holder, to purchase all (but not less than all) of the Offered Shares at the price and on the terms set forth in the ROFR Notice.

(e) If neither the Company nor the Sponsor elects to purchase all of the Offered Shares within the applicable periods set forth above, the Offering Holder shall be free to consummate the sale of the Offered Shares to the third-party purchaser identified in the ROFR Notice, at a price per share not less than, and on terms and conditions no more favorable to the purchaser than, those set forth in the ROFR Notice; provided, that such sale is consummated within ninety (90) days following the expiration of the Sponsor ROFR Period. If such sale is not consummated within such ninety (90)-day period, the Offering Holder must again comply with the procedures set forth in this Section 6.3 before Transferring any Company Shares.

Section 6.4 — Void Transfers. Any Transfer or purported Transfer of Company Shares in violation of this Article VI shall be null and void ab initio, shall not operate to Transfer any interest or title in such Company Shares to the purported Transferee, and shall not be recognized by or effective against the Company. The Company shall not register any such Transfer on its books and records and shall not recognize the purported Transferee as a stockholder of the Company for any purpose.

Section 6.5 — Compliance with Law. Each Transfer of Company Shares (including any Permitted Transfer) must comply with all applicable federal and state securities laws, including the Securities Act and any applicable state securities or "blue sky" laws. In connection with any Transfer of Company Shares, the Company may require the Transferring Management Holder (or Permitted Transferee) to furnish to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such Transfer complies with applicable securities laws and does not require registration under the Securities Act.

Section 6.6 — Legend. All stock certificates (or, in the case of uncertificated shares, all book-entry notations) evidencing Company Shares shall bear a restrictive legend substantially in the following form (or such other legend as the Company may reasonably require from time to time):

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH ACT AND LAWS AND THE MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT DATED AS OF FEBRUARY 10, 2025, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

The Company shall remove such legend (or cause such book-entry notation to be removed) upon receipt of an opinion of counsel reasonably satisfactory to the Company that such legend is no longer required under applicable securities laws and the transfer restrictions set forth in this Agreement.

ARTICLE VII — TAG-ALONG RIGHTS

Section 7.1 — Tag-Along Notice. If the Sponsor proposes to Transfer to a third party (other than an Affiliate of the Sponsor) shares of Class A Common Stock representing fifty percent (50%) or more of the Sponsor's then-held Company Shares in a single transaction or a series of related transactions (a "Tag-Along Sale"), the Sponsor shall deliver written notice (a "Tag-Along Notice") to each Management Holder at least twenty (20) Business Days prior to the anticipated consummation of such Tag-Along Sale. The Tag-Along Notice shall specify:

(a) the identity of the proposed purchaser or purchasers;

(b) the number of shares of Class A Common Stock proposed to be Transferred by the Sponsor;

(c) the proposed price per share (or, if the consideration is not solely cash, the implied per-share price and a description of the non-cash consideration);

(d) the other material terms and conditions of the proposed Transfer, including representations and warranties, indemnification obligations, escrow or holdback arrangements, and expense allocation; and

(e) the anticipated closing date of the Tag-Along Sale.

Section 7.2 — Exercise of Tag-Along Right.

(a) Each Management Holder shall have the right (but not the obligation) to participate in the Tag-Along Sale by delivering written notice (a "Tag-Along Election Notice") to the Sponsor within fifteen (15) Business Days following receipt of the Tag-Along Notice (the "Tag-Along Election Period"), indicating such Management Holder's election to include Company Shares in the Tag-Along Sale.

(b) Each participating Management Holder may include in the Tag-Along Sale up to such Management Holder's pro rata share of the total number of Company Shares to be Transferred in such Tag-Along Sale. For purposes of this Section 7.2(b), a Management Holder's "pro rata share" shall be determined by multiplying (i) the total number of Company Shares proposed to be Transferred in the Tag-Along Sale (including the Sponsor's shares and those of all participating Management Holders) by (ii) a fraction, the numerator of which is the number of Company Shares held by such Management Holder and the denominator of which is the total number of Company Shares held by the Sponsor and all participating Management Holders.

(c) If a Management Holder does not deliver a Tag-Along Election Notice within the Tag-Along Election Period, such Management Holder shall be deemed to have irrevocably waived such Management Holder's tag-along right with respect to such Tag-Along Sale (but not with respect to any future Tag-Along Sale).

Section 7.3 — Terms of Tag-Along Sale.

(a) Each participating Management Holder shall sell such Management Holder's Company Shares in the Tag-Along Sale on the same terms and conditions (including price per share, form of consideration, representations and warranties, indemnification obligations, and escrow or holdback terms) as the Sponsor, on a several (and not joint) basis and pro rata in proportion to the number of Company Shares being Transferred by each seller.

(b) Each Management Holder's indemnification obligations in connection with a Tag-Along Sale shall be several and not joint, and shall be capped at an amount equal to such Management Holder's net proceeds from such Tag-Along Sale (after deduction of such Management Holder's pro rata share of transaction expenses), other than in the case of fraud or intentional misrepresentation by such Management Holder, in which case such Management Holder's liability shall not be so limited.

Section 7.4 — Cooperation. Each Management Holder electing to participate in a Tag-Along Sale shall execute and deliver all documents and instruments, and take all actions, reasonably necessary to consummate such Tag-Along Sale in a timely manner, including executing the applicable purchase agreement, escrow agreement, and related ancillary documents, and providing customary representations and warranties as to authority, ownership, and title with respect to such Management Holder's Company Shares.

ARTICLE VIII — DRAG-ALONG RIGHTS

Section 8.1 — Drag-Along Right. If the Sponsor Majority approves a Sale of the Company (a "Drag-Along Sale"), the Sponsor shall have the right (the "Drag-Along Right") to require each Management Holder to sell, transfer, convey, assign, and deliver all (but not less than all) of such Management Holder's Company Shares in such Drag-Along Sale, on the same terms and conditions as the Sponsor. Each Management Holder hereby agrees to comply with the terms of this Article VIII and to take all actions and execute all documents necessary or desirable to consummate any Drag-Along Sale in a timely and orderly manner.

Section 8.2 — Drag-Along Notice. The Sponsor shall deliver written notice (a "Drag-Along Notice") to each Management Holder at least fifteen (15) Business Days prior to the anticipated closing date of the Drag-Along Sale. The Drag-Along Notice shall specify:

(a) the identity of the proposed acquirer or acquirers;

(b) the proposed per-share consideration to be received by the selling stockholders (and, if the consideration includes non-cash components, a description of such non-cash consideration and the implied per-share value thereof);

(c) the material terms and conditions of the Drag-Along Sale, including the form of transaction (merger, stock sale, asset sale, or otherwise), representations and warranties, indemnification obligations, escrow or holdback arrangements, and non-competition covenants, if any; and

(d) the anticipated closing date of the Drag-Along Sale.

Section 8.3 — Terms and Conditions.

(a) In any Drag-Along Sale, each Management Holder shall receive the same form and amount of consideration per share of Class A Common Stock as the Sponsor (subject to Section 8.5 regarding expense allocation). If the Sponsor is entitled to receive any form of non-cash consideration (such as equity securities of the acquirer), each Management Holder shall be entitled to receive the same form and proportion of non-cash consideration.

(b) In connection with any Drag-Along Sale, each Management Holder shall be required to make customary representations and warranties solely as to such Management Holder's authority, capacity, ownership of, and title to, such Management Holder's Company Shares, and the absence of Liens thereon. No Management Holder shall be required to make representations or warranties regarding the Company, its Subsidiaries, their businesses, or their operations beyond the scope of such representations and warranties applicable to the Sponsor in such transaction.

(c) Each Management Holder's indemnification obligations in connection with a Drag-Along Sale shall be several and not joint, and shall be limited to such Management Holder's pro rata share of any indemnification obligations (calculated based on the proportion of aggregate consideration received by such Management Holder relative to the total consideration received by all selling stockholders), excluding liability for fraud or intentional misrepresentation by such Management Holder. In no event shall a Management Holder's aggregate indemnification obligations (excluding fraud or intentional misrepresentation) exceed such Management Holder's pro rata net proceeds from the Drag-Along Sale.

Section 8.4 — Irrevocable Proxy. Each Management Holder hereby irrevocably grants to the Sponsor (or its designee) a proxy and power of attorney, coupled with an interest, to (i) vote such Management Holder's Company Shares in favor of any Drag-Along Sale and against any proposal that could reasonably be expected to delay, impede, or prevent any Drag-Along Sale, and (ii) execute on behalf of such Management Holder any purchase agreement, merger agreement, stockholder consent, or other document or instrument necessary or desirable to effectuate a Drag-Along Sale, in each case, if such Management Holder fails to take any action required by this Article VIII within five (5) Business Days following the closing date of the Drag-Along Sale as set forth in the Drag-Along Notice (as the same may be extended). The proxy and power of attorney granted pursuant to this Section 8.4 shall survive the dissolution, incapacity, bankruptcy, or death of any Management Holder and shall be binding upon such Management Holder's heirs, estate, executors, personal representatives, and successors.

Section 8.5 — Expenses. All transaction expenses incurred in connection with a Drag-Along Sale (including legal fees, accounting fees, investment banking fees, filing fees, and similar costs and expenses) shall be borne by all selling stockholders on a pro rata basis in proportion to their respective shares of the aggregate proceeds from such Drag-Along Sale; provided, however, that any advisory fees, transaction fees, monitoring fees, or similar fees payable to the Sponsor or its Affiliates (including fees payable to Hargrove Bancroft & Co. in connection with the transaction) shall be borne solely by the Sponsor and shall not be allocated to the Management Holders.

ARTICLE IX — PUT AND CALL RIGHTS

Section 9.1 — Call Right Upon Termination for Cause. Upon a termination of a Management Holder's employment with the Company and its Subsidiaries for Cause, the Company (or, at the Company's election, the Sponsor or any Affiliate of the Sponsor designated by the Company) shall have the right (a "Cause Call Right"), exercisable by written notice delivered to such Management Holder (or such Management Holder's representative) at any time within one hundred eighty (180) days following the applicable Termination Date, to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the Cause Call Right shall be equal to the lesser of (i) the Original Cost ($10.00 per share) and (ii) the Fair Market Value per share as of the Termination Date.

Section 9.2 — Call Right Upon Other Termination Events. Upon (a) a termination of a Management Holder's employment by the Company or any of its Subsidiaries without Cause, (b) a Management Holder's voluntary resignation without Good Reason, or (c) any other termination of a Management Holder's employment not addressed in Section 9.1, Section 9.3, or Section 9.4 (each, a "General Termination Event"), the Company (or, at the Company's election, the Sponsor or any Affiliate of the Sponsor designated by the Company) shall have the right (a "General Call Right"), exercisable by written notice delivered to such Management Holder (or such Management Holder's representative) at any time within one hundred eighty (180) days following the applicable Termination Date, to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the General Call Right shall be equal to the Fair Market Value per share as of the Termination Date.

Section 9.3 — Put Right Upon Death or Disability. Upon a Management Holder's death or Disability, such Management Holder (or such Management Holder's estate, personal representative, executor, administrator, or guardian, as applicable) shall have the right (a "Put Right"), exercisable by written notice delivered to the Company at any time within one hundred eighty (180) days following the Termination Date (or, in the case of death, the date of death), to require the Company to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the Put Right shall be equal to the Fair Market Value per share as of the date on which the exercise notice is delivered. The Company's obligation to purchase Company Shares pursuant to this Section 9.3 shall be subject in all respects to (i) compliance with applicable law (including the Delaware General Corporation Law), (ii) the terms and conditions of the Credit Agreement (Ridgeline Credit Agreement Reference No. RNB-HC-2025-0418) and any other debt instruments to which the Company or any of its Subsidiaries is a party, and (iii) the availability of legally distributable funds (within the meaning of Section 170 of the Delaware General Corporation Law) sufficient to pay the aggregate purchase price.

Section 9.4 — Put Right Upon Termination Without Cause or Resignation for Good Reason. Upon termination of a Management Holder's employment by the Company or any of its Subsidiaries without Cause, or resignation by a Management Holder for Good Reason, such Management Holder shall have the right (a "Termination Put Right"), exercisable by written notice delivered to the Company at any time within one hundred eighty (180) days following the applicable Termination Date, to require the Company to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the Termination Put Right shall be equal to the Fair Market Value per share as of the date on which the exercise notice is delivered. The Company's obligation to purchase Company Shares pursuant to this Section 9.4 shall be subject to the same limitations set forth in Section 9.3 with respect to compliance with applicable law, the terms and conditions of the Credit Agreement and other debt instruments, and the availability of legally distributable funds.

Section 9.5 — Payment Terms.

(a) The aggregate purchase price payable upon the exercise of any p

MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT
by and among
ARDENT HEALTHCARE HOLDINGS INC.,
a Delaware corporation,
ARDENT CAPITAL PARTNERS III LP,
a Delaware limited partnership,
and
THE MANAGEMENT HOLDERS IDENTIFIED ON SCHEDULE A HERETO
Dated as of February 10, 2025
MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT
This MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of February 10, 2025 (the "Effective Date"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Company"), Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), and each of the individuals identified on Schedule A attached hereto, namely, Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver (each, a "Management Holder" and, collectively, the "Management Holders"). The Company, the Sponsor, and the Management Holders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is entered into in connection with that certain Stock Purchase Agreement, dated as of even date herewith (the "Purchase Agreement"), by and among the Company, MedVance Health Systems, Inc., a Tennessee corporation (the "Target"), Crestline Growth Equity Fund II LP, a Delaware limited partnership, Ryland Family Holdings LLC, a Tennessee limited liability company, and the other Sellers identified therein (collectively, the "Sellers"), pursuant to which the Company will acquire all of the outstanding capital stock of the Target on the terms and subject to the conditions set forth therein.
RECITALS
WHEREAS, the Company has been formed as a Delaware corporation for the purpose of consummating the acquisition of all of the outstanding capital stock of MedVance Health Systems, Inc. pursuant to the Purchase Agreement (the "Transaction");
WHEREAS, each Management Holder currently holds equity interests in the Target and, in connection with the closing of the Transaction (the "Closing"), desires to contribute a portion of such equity interests (or the cash proceeds attributable thereto) to the Company in exchange for shares of Class A Common Stock, par value $0.001 per share, of the Company (the "Class A Common Stock"), on the terms and subject to the conditions set forth herein;
WHEREAS, the Sponsor will make an equity contribution to the Company in an aggregate amount of Two Hundred Ninety Million Dollars ($290,000,000) in connection with the Closing;
WHEREAS, the aggregate rollover investment to be made by the Management Holders in connection with the Closing is approximately Eighteen Million Six Hundred Thousand Dollars ($18,600,000), and each Management Holder's individual Rollover Amount is set forth on Schedule A attached hereto;
WHEREAS, the Parties desire to set forth the terms and conditions governing the Management Holders' subscription for, and ownership of, Company Shares (as defined below), including, without limitation, transfer restrictions, tag-along rights, drag-along rights, and put and call rights; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the premises set forth in the recitals above (which are incorporated herein by reference), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the term "Affiliate" when used with respect to the Sponsor shall not include any portfolio company of the Sponsor or any fund managed by Ardent Capital Management III LLC or its Affiliates, other than the Company and its Subsidiaries.
"Agreement" has the meaning set forth in the Preamble.
"Board" means the Board of Directors of the Company, as constituted from time to time in accordance with the Company's Certificate of Incorporation and Bylaws.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York or Nashville, Tennessee are authorized or required by law to close.
"Cause" means, with respect to each Management Holder, "Cause" as defined in such Management Holder's Employment Agreement with the Target or any of its successors or Subsidiaries. If a Management Holder does not have an Employment Agreement (or if such Employment Agreement does not define "Cause"), then "Cause" shall mean: (i) the conviction of, or plea of guilty or nolo contendere by, such Management Holder to a felony or any crime involving moral turpitude; (ii) willful misconduct or gross negligence by such Management Holder in the performance of such holder's duties to the Company or any of its Subsidiaries that is materially injurious to the Company or its Subsidiaries; (iii) a material breach by such Management Holder of any restrictive covenant (including non-competition, non-solicitation, non-disparagement, or confidentiality obligations) applicable to such Management Holder under this Agreement, such holder's Employment Agreement, or any other agreement with the Company or any of its Subsidiaries; (iv) fraud, embezzlement, misappropriation of funds, or other acts of dishonesty by such Management Holder in connection with such holder's duties or responsibilities to the Company or any of its Subsidiaries; or (v) a material violation of the Company's or any Subsidiary's written policies or codes of conduct by such Management Holder after written notice from the Board specifying the nature of such violation and a thirty (30)-day period to cure (to the extent such violation is capable of cure).
"Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Class A Common Stock" means the shares of Class A Common Stock, par value $0.001 per share, of the Company.
"Closing" means the closing of the transactions contemplated by the Purchase Agreement.
"Closing Date" means the date on which the Closing occurs. As of the date hereof, the target Closing Date is April 15, 2025.
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Company" has the meaning set forth in the Preamble.
"Company Shares" means shares of Class A Common Stock of the Company issued or issuable to any Management Holder pursuant to this Agreement, including any shares of Class A Common Stock issued with respect thereto by way of stock dividend, stock split, combination, recapitalization, reclassification, or similar event.
"Credit Agreement" means that certain Credit Agreement, dated as of the Closing Date (reference No. RNB-HC-2025-0418), by and among the Company, the lenders party thereto, and Ridgeline National Bank, N.A., as administrative agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time, providing for, among other things, a Term Loan B facility in an aggregate principal amount of $340,000,000 and a revolving credit facility in an aggregate principal amount of $50,000,000 (the "Revolver"), with Pinnacle Commercial Credit Corp. as co-arranger.
"Disability" means, with respect to each Management Holder, "Disability" as defined in such Management Holder's Employment Agreement with the Target or any of its successors or Subsidiaries. If a Management Holder does not have an Employment Agreement (or if such Employment Agreement does not define "Disability"), then "Disability" shall mean such Management Holder's inability to perform the essential functions of such holder's duties and responsibilities to the Company or any of its Subsidiaries, with or without reasonable accommodation, for one hundred eighty (180) consecutive calendar days or for two hundred seventy (270) calendar days in any three hundred sixty-five (365)-day period, as certified by a licensed physician selected by the Board in its reasonable discretion.
"Drag-Along Notice" has the meaning set forth in Section 8.2.
"Drag-Along Sale" has the meaning set forth in Section 8.1.
"Effective Date" has the meaning set forth in the Preamble.
"Employment Agreement" means, with respect to each Management Holder, such Management Holder's employment agreement with the Target (or its successor or applicable Subsidiary), entered into as of the Closing Date, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Fair Market Value" or "FMV" means, with respect to a share of Class A Common Stock as of any date of determination, the fair market value per share of Class A Common Stock as determined by the Board in good faith, based on the total enterprise value of the Company and its Subsidiaries on a going-concern basis, as if the Company were to be sold in its entirety in an arm's-length transaction between a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell, net of all Indebtedness (including all amounts outstanding under the Credit Agreement and any other funded debt of the Company and its Subsidiaries as of such date), and taking into account all relevant factors, including but not limited to the Company's financial condition, results of operations, prospects, and comparable company valuations. In the event that a Management Holder disputes the Board's determination of Fair Market Value in accordance with Section 9.6, the Fair Market Value shall be determined by an Independent Appraiser selected in accordance with Section 9.6.
"General Call Right" has the meaning set forth in Section 9.2.
"Good Reason" means, with respect to each Management Holder, "Good Reason" as defined in such Management Holder's Employment Agreement with the Target or any of its successors or Subsidiaries. If a Management Holder does not have an Employment Agreement (or if such Employment Agreement does not define "Good Reason"), then "Good Reason" shall mean the occurrence, without such Management Holder's prior written consent, of any of the following events: (i) a material diminution in such Management Holder's annual base salary (a reduction of more than ten percent (10%) shall be deemed material for purposes of this clause (i)); (ii) a material diminution in such Management Holder's title, authority, duties, or responsibilities as in effect immediately following the Closing Date; (iii) a relocation of such Management Holder's principal place of employment to a location more than fifty (50) miles from Nashville, Tennessee; or (iv) a material breach by the Company or any of its Subsidiaries of this Agreement or such Management Holder's Employment Agreement; provided, however, that no event described in clauses (i) through (iv) above shall constitute "Good Reason" unless (A) such Management Holder provides written notice to the Company within sixty (60) days following the initial occurrence of such event, specifying in reasonable detail the grounds for Good Reason, (B) the Company fails to cure such event within thirty (30) days following receipt of such written notice, and (C) such Management Holder terminates employment within thirty (30) days following the expiration of such cure period.
"Governmental Authority" means any federal, state, provincial, local, municipal, foreign, or other governmental or quasi-governmental authority, body, or instrumentality of any nature, including any court, tribunal, administrative agency or commission, regulatory body, or self-regulatory organization.
"Indebtedness" means, without duplication, with respect to any Person, (i) all indebtedness of such Person for borrowed money, including the Term Loan B facility in an aggregate principal amount of $340,000,000 from Ridgeline National Bank, N.A. and Pinnacle Commercial Credit Corp. and any drawn amounts under the Revolver (a $50,000,000 revolving credit facility), (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures, or similar instruments, (iv) all capital lease obligations of such Person, (v) all guarantees by such Person of the obligations described in clauses (i) through (iv) of any other Person, and (vi) any other funded debt of the Company and its Subsidiaries.
"Independent Appraiser" means a nationally recognized independent valuation firm mutually agreed upon by the Sponsor and the disputing Management Holder. If the Sponsor and such Management Holder are unable to agree on a single firm within fifteen (15) days following the date on which the Management Holder delivers written notice of dispute pursuant to Section 9.6, each of the Sponsor and such Management Holder shall, within ten (10) Business Days thereafter, select one nationally recognized independent valuation firm, and those two firms shall, within ten (10) Business Days of their selection, select a third nationally recognized independent valuation firm to serve as the Independent Appraiser.
"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit B.
"Liens" means any mortgage, pledge, lien, security interest, charge, claim, encumbrance, option, right of first refusal, preemptive right, community property interest, equitable interest, or other restriction of any kind or nature, whether arising by contract, operation of law, or otherwise.
"Lock-Up Period" means the period commencing on the Closing Date and ending on the earliest to occur of (i) the third (3rd) anniversary of the Closing Date, (ii) a Qualified Public Offering, and (iii) a Sale of the Company.
"Management Holder" and "Management Holders" have the meanings set forth in the Preamble.
"Original Cost" means, with respect to each Management Holder, the per-share price paid (or deemed paid via contribution of Rollover Shares) for such Management Holder's Company Shares, as set forth on Schedule A. As of the date hereof, the Original Cost is $10.00 per share of Class A Common Stock.
"Permitted Transferee" means, with respect to any Management Holder, (i) such Management Holder's spouse, (ii) any lineal descendant (including by adoption) of such Management Holder, (iii) any trust established and maintained solely for the benefit of such Management Holder and/or one or more of the Persons described in clauses (i) and (ii), (iv) any family limited partnership or family limited liability company the partners or members of which consist solely of such Management Holder and/or one or more of the Persons described in clauses (i) and (ii), and (v) upon the death of such Management Holder, such Management Holder's estate, executors, administrators, personal representatives, or heirs; provided, in each case, that as a condition to any such Transfer, the Permitted Transferee shall have executed and delivered a Joinder Agreement in the form attached hereto as Exhibit B.
"Person" means any individual, partnership, limited liability company, corporation, joint venture, trust, association, unincorporated organization, Governmental Authority, or other entity.
"Purchase Agreement" means that certain Stock Purchase Agreement, dated as of February 10, 2025, by and among the Company, the Target, Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, and the other Sellers named therein, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Put Right" has the meaning set forth in Section 9.3.
"Qualified Public Offering" or "QPO" means a firm-commitment underwritten public offering of common equity securities of the Company (or any successor entity) pursuant to an effective registration statement under the Securities Act, resulting in aggregate gross proceeds to the Company (before deduction of underwriting discounts, commissions, and offering expenses) of at least One Hundred Million Dollars ($100,000,000) and resulting in the listing of such common equity securities on the New York Stock Exchange or The Nasdaq Stock Market.
"Revolver" has the meaning set forth in the definition of "Credit Agreement."
"Rollover Amount" means, with respect to each Management Holder, the dollar amount set forth opposite such Management Holder's name on Schedule A, representing the aggregate value (based on the Original Cost per share) of the Company Shares to be issued to such Management Holder in exchange for such holder's contribution of Rollover Shares.
"Rollover Shares" means, with respect to each Management Holder, the shares of capital stock or other equity interests in the Target contributed by such Management Holder to the Company pursuant to Article II, as set forth on Schedule A.
"Sale of the Company" means (i) any merger, consolidation, business combination, recapitalization, or similar transaction involving the Company in which the Sponsor and its Affiliates cease to hold, directly or indirectly, more than fifty percent (50%) of the aggregate voting power of the outstanding equity securities of the surviving or resulting entity, (ii) a sale, lease, exchange, or other disposition of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to any Person or group of Persons, or (iii) a sale by the Sponsor and its Affiliates of more than fifty percent (50%) of the then-outstanding voting equity securities of the Company, whether in one transaction or a series of related transactions.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Sponsor" has the meaning set forth in the Preamble.
"Sponsor Majority" means Ardent Capital Partners III LP and its Affiliates holding in the aggregate a majority of the then-outstanding Company Shares held by all holders that are the Sponsor or Affiliates of the Sponsor.
"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, trust, or other form of legal entity of which (i) more than fifty percent (50%) of the outstanding voting securities are directly or indirectly owned by such Person or (ii) such Person or any Subsidiary of such Person is a general partner (excluding partnerships in which such Person or any Subsidiary of such Person does not have a majority of the voting interests in such partnership).
"Tag-Along Notice" has the meaning set forth in Section 7.1.
"Tag-Along Sale" has the meaning set forth in Section 7.1.
"Target" means MedVance Health Systems, Inc., a Tennessee corporation.
"Termination Date" means, with respect to a Management Holder, the date on which such Management Holder's employment with the Company and all of its Subsidiaries terminates for any reason.
"Termination Put Right" has the meaning set forth in Section 9.4.
"Transaction" has the meaning set forth in the Recitals.
"Transfer" means any direct or indirect sale, assignment, transfer, conveyance, pledge, hypothecation, gift, encumbrance, or other disposition of Company Shares or any interest therein, whether voluntary, involuntary, or by operation of law (including by merger, consolidation, or otherwise), and whether or not for value. The terms "Transferring," "Transferred," and "Transferee" shall have correlative meanings.
Section 1.2 — Interpretation. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, subsection, Schedule, or Exhibit; (c) references to "Articles," "Sections," "Schedules," and "Exhibits" refer to Articles, Sections, Schedules, and Exhibits of and to this Agreement; (d) the word "including" means "including, without limitation"; (e) the word "or" is not exclusive; (f) references to "days" mean calendar days unless otherwise specified; and (g) all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
ARTICLE II — ROLLOVER CONTRIBUTION
Section 2.1 — Contribution of Target Equity.
(a) Each Management Holder hereby agrees, effective immediately prior to and conditioned upon the Closing, to contribute, convey, assign, transfer, and deliver to the Company, free and clear of all Liens (other than restrictions under the Target's existing stockholders agreement, which shall be terminated at or immediately prior to the Closing), the Rollover Shares set forth opposite such Management Holder's name on Schedule A, representing a portion of such Management Holder's equity interests in MedVance Health Systems, Inc.
(b) The contribution of Rollover Shares by each Management Holder in exchange for Company Shares is intended to be structured as a tax-deferred exchange under Section 351 of the Code to the maximum extent permissible under applicable law. Each Management Holder acknowledges that the Company and the Sponsor have relied upon the tax advice of Osgood & Vail CPAs LLP in structuring the contribution contemplated by this Section 2.1, and that each Management Holder has been advised to, and has had the opportunity to, obtain independent tax advice regarding the tax treatment and consequences of such contribution. The Parties shall cooperate in good faith to structure the contribution in a manner that qualifies for tax-deferred treatment under Section 351 of the Code, including with respect to the sequencing and timing of contributions and issuances at the Closing.
(c) Each Management Holder acknowledges and agrees that the remaining portion of such Management Holder's equity interests in the Target that are not contributed to the Company pursuant to this Section 2.1 (i.e., the portion of such Management Holder's Target equity in excess of the Rollover Shares) will be cashed out and converted into the right to receive closing cash consideration in accordance with the terms and conditions of the Purchase Agreement, and such Management Holder will receive such Management Holder's pro rata share of the Sellers' closing cash proceeds in respect thereof.
Section 2.2 — Issuance of Company Shares.
(a) In exchange for each Management Holder's contribution of Rollover Shares pursuant to Section 2.1, the Company shall issue to such Management Holder the number of shares of Class A Common Stock set forth opposite such Management Holder's name on Schedule A, at a price of $10.00 per share (the "Subscription Price"). The aggregate issuances to the Management Holders shall be as follows:
(i) Daniel Burch: 756,000 shares of Class A Common Stock, representing a Rollover Amount of $7,560,000;
(ii) Angela Moretti: 484,000 shares of Class A Common Stock, representing a Rollover Amount of $4,840,000;
(iii) Dr. Samir Patel: 348,000 shares of Class A Common Stock, representing a Rollover Amount of $3,480,000; and
(iv) Karen Tolliver: 272,000 shares of Class A Common Stock, representing a Rollover Amount of $2,720,000.
(b) The aggregate number of shares of Class A Common Stock to be issued to the Management Holders pursuant to this Section 2.2 is 1,860,000 shares, representing an aggregate Rollover Amount of $18,600,000.
(c) Concurrently with the issuance of Company Shares to the Management Holders, the Sponsor shall subscribe for and purchase 29,000,000 shares of Class A Common Stock at a price of $10.00 per share, representing an aggregate equity contribution by the Sponsor of $290,000,000.
Section 2.3 — Closing of Rollover.
(a) The rollover contribution contemplated by Section 2.1 and the issuance of Company Shares contemplated by Section 2.2 shall occur simultaneously with, and shall be conditioned upon, the Closing under the Purchase Agreement.
(b) At or prior to the Closing, each Management Holder shall deliver to the Company:
(i) duly endorsed stock certificates (or, in the case of uncertificated shares, duly executed stock powers or irrevocable transfer instructions) representing such Management Holder's Rollover Shares, or such other evidence of the transfer of such Rollover Shares as may be reasonably satisfactory to the Company and the Sponsor, including evidence of book-entry transfer if applicable;
(ii) a duly executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification);
(iii) a duly executed counterpart of this Agreement, if not previously delivered; and
(iv) such other documents, instruments, and certificates as the Company may reasonably request in connection with the consummation of the transactions contemplated by this Article II.
(c) At or promptly following the Closing, the Company shall deliver to each Management Holder:
(i) a stock certificate (or evidence of book-entry issuance, as determined by the Company in its sole discretion) representing the number of shares of Class A Common Stock to be issued to such Management Holder as set forth on Schedule A, bearing the restrictive legend described in Section 6.6; and
(ii) an updated capitalization table of the Company reflecting the post-Closing ownership of Class A Common Stock by the Sponsor and each Management Holder, substantially in the form attached hereto as Schedule B.
Section 2.4 — Conditions to Contribution.
(a) The obligations of each Management Holder to consummate the rollover contribution contemplated by Section 2.1 shall be subject to the satisfaction (or waiver by such Management Holder) of the following conditions:
(i) the Closing under the Purchase Agreement shall be occurring simultaneously with, or shall have occurred immediately prior to, the rollover contribution;
(ii) the representations and warranties of the Company set forth in Article IV shall be true and correct in all material respects as of the Closing Date (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects);
(iii) the Sponsor shall be making its equity contribution of $290,000,000 to the Company concurrently with the Closing; and
(iv) such Management Holder's Employment Agreement with the Target (or its successor or applicable Subsidiary) shall have been duly executed and delivered by all parties thereto.
(b) The obligations of the Company to consummate the issuance of Company Shares contemplated by Section 2.2 shall be subject to the satisfaction (or waiver by the Company) of the following conditions:
(i) the representations and warranties of such Management Holder set forth in Article III shall be true and correct in all material respects as of the Closing Date;
(ii) the Closing under the Purchase Agreement shall be occurring simultaneously with, or shall have occurred immediately prior to, the issuance of Company Shares; and
(iii) the Company shall have received all deliverables required to be delivered by such Management Holder pursuant to Section 2.3(b).
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF EACH MANAGEMENT HOLDER
Each Management Holder, severally and not jointly, hereby represents and warrants to the Company and the Sponsor as of the date hereof and as of the Closing Date as follows:
Section 3.1 — Authority and Capacity. Such Management Holder has full legal capacity to execute and deliver this Agreement and each other document, instrument, or agreement to be executed and delivered by such Management Holder in connection herewith (collectively, the "Management Holder Documents") and to perform all of such Management Holder's obligations hereunder and thereunder. This Agreement and each Management Holder Document has been (or, when executed, will be) duly executed and delivered by such Management Holder and constitutes (or, when executed, will constitute) the legal, valid, and binding obligation of such Management Holder, enforceable against such Management Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 3.2 — Ownership of Rollover Shares. Such Management Holder is the record and beneficial owner of the Rollover Shares described opposite such Management Holder's name on Schedule A, free and clear of all Liens (other than restrictions arising under the Target's existing stockholders agreement, which will be terminated at or immediately prior to the Closing, restrictions arising under applicable federal and state securities laws, and Liens created by or arising under this Agreement). Such Management Holder has good and valid title to such Rollover Shares, with full right, power, and authority to contribute, convey, assign, transfer, and deliver such Rollover Shares to the Company in accordance with Section 2.1. Upon contribution of the Rollover Shares by such Management Holder to the Company in accordance with this Agreement, the Company will acquire good and valid title to such Rollover Shares, free and clear of all Liens (other than Liens created by the Company or the Sponsor).
Section 3.3 — No Conflicts. The execution, delivery, and performance by such Management Holder of this Agreement and each Management Holder Document, and the consummation by such Management Holder of the transactions contemplated hereby and thereby (including the contribution of Rollover Shares), do not and will not (i) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority applicable to such Management Holder, (ii) result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation of, any contract, agreement, instrument, or obligation to which such Management Holder is a party or by which any of such Management Holder's assets (including the Rollover Shares) are bound, or (iii) result in the creation or imposition of any Lien upon the Rollover Shares (other than Liens created by this Agreement).
Section 3.4 — Investment Representations.
(a) Such Management Holder is acquiring the Company Shares for such Management Holder's own account, for investment purposes only, and not with a view toward, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities or "blue sky" laws.
(b) Such Management Holder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(c) Such Management Holder has received and reviewed all information that such Management Holder deems necessary or appropriate regarding the Company, the Sponsor, and the Transaction, including the Purchase Agreement and the documents and agreements related thereto, and has had the opportunity to ask questions of, and receive answers from, the Company and the Sponsor regarding the Company, its business, financial condition, and prospects, and the terms and conditions of the transactions contemplated by this Agreement.
(d) Such Management Holder acknowledges that the Company Shares constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and that such Company Shares may not be Transferred except in compliance with the Securities Act, applicable state securities laws, and the transfer restrictions set forth in this Agreement.
(e) Such Management Holder has been advised to consult, and has had the opportunity to consult, with such Management Holder's own independent legal counsel and tax advisor regarding the transactions contemplated by this Agreement, including the legal and tax consequences thereof.
Section 3.5 — Tax Matters.
(a) Such Management Holder has obtained independent tax advice (or has had the opportunity to obtain such advice) regarding the contribution of Rollover Shares to the Company in exchange for Company Shares and the intended treatment of such contribution as a tax-deferred exchange under Section 351 of the Code.
(b) Such Management Holder acknowledges that neither the Company, the Sponsor, nor any of their respective counsel (including Calderwood & Harkness LLP) has provided, or is providing, tax advice to such Management Holder in connection with the transactions contemplated by this Agreement, and that such Management Holder is relying solely on such Management Holder's own tax advisors with respect to all tax matters relating to this Agreement and the transactions contemplated hereby.
Section 3.6 — No Broker. No broker, finder, investment banker, financial advisor, or other Person is entitled to any brokerage fee, finder's fee, commission, financial advisory fee, or similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Management Holder.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each Management Holder as of the date hereof and as of the Closing Date as follows:
Section 4.1 — Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7201548). The Company was formed on January 8, 2025. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently proposed to be conducted.
Section 4.2 — Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board (with the consent of the Sponsor in its capacity as sole stockholder of the Company as of the date hereof). This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 4.3 — Capitalization.
(a) The authorized capital stock of the Company consists of 50,000,000 shares of Class A Common Stock, par value $0.001 per share. As of the date hereof (and prior to the Closing), no shares of Class A Common Stock are issued and outstanding. No other classes of capital stock of the Company are authorized.
(b) Immediately following the Closing, after giving effect to the transactions contemplated by this Agreement (including the issuance of Company Shares to the Management Holders and the Sponsor's equity contribution), the Company will have 30,860,000 shares of Class A Common Stock issued and outstanding, consisting of (i) 29,000,000 shares held by the Sponsor and (ii) 1,860,000 shares held by the Management Holders in the aggregate (as set forth in further detail on Schedule B).
(c) Except as contemplated by this Agreement, as of the Closing Date there will be no outstanding options, warrants, rights, calls, convertible securities, exchangeable securities, commitments, or agreements of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue, deliver, sell, repurchase, or redeem, or cause to be issued, delivered, sold, repurchased, or redeemed, any shares of capital stock of the Company. Nothing in the foregoing shall limit the Board's authority, subject to the Sponsor consent rights set forth in Section 10.7, to establish one or more equity incentive plans following the Closing.
Section 4.4 — Valid Issuance. The Company Shares, when issued and delivered to the Management Holders in accordance with the terms of this Agreement and in exchange for the contribution of the Rollover Shares as contemplated hereby, will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all Liens (other than Liens created by the Management Holders, restrictions arising under this Agreement, and restrictions under applicable federal and state securities laws).
Section 4.5 — No Conflicts. The execution, delivery, and performance by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) violate or conflict with any provision of the Certificate of Incorporation or the Bylaws of the Company, (ii) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any Governmental Authority, or (iii) result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, any contract, agreement, instrument, or obligation to which the Company is a party or by which any of its assets are bound.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR
The Sponsor hereby represents and warrants to each Management Holder as of the date hereof and as of the Closing Date as follows:
Section 5.1 — Organization. The Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Sponsor is Ardent Capital Management III LLC, a Delaware limited liability company ("ACM III").
Section 5.2 — Authority. The Sponsor, acting through ACM III as its general partner, has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership and limited liability company action on the part of the Sponsor and ACM III, respectively. This Agreement has been duly executed and delivered by the Sponsor and constitutes the legal, valid, and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 5.3 — Sponsor Equity Commitment. The Sponsor hereby confirms that it will make an equity contribution to the Company in an aggregate amount of Two Hundred Ninety Million Dollars ($290,000,000) in exchange for 29,000,000 shares of Class A Common Stock at a price of $10.00 per share, at or immediately prior to the Closing, subject to the satisfaction or waiver of the conditions to the Closing set forth in the Purchase Agreement. The Sponsor has, or at the time of the Closing will have, immediately available funds sufficient to fund such equity contribution.
ARTICLE VI — TRANSFER RESTRICTIONS
Section 6.1 — General Restriction. No Management Holder shall Transfer any Company Shares (or any interest therein) except in strict compliance with this Article VI and the Securities Act. Without limiting the generality of the foregoing, during the Lock-Up Period, no Management Holder shall Transfer any Company Shares (or any interest therein) other than a Permitted Transfer in accordance with Section 6.2. Any purported Transfer in violation of this Section 6.1 shall be null and void and of no force or effect in accordance with Section 6.4.
Section 6.2 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 6.1, a Management Holder may Transfer Company Shares in connection with any of the following (each, a "Permitted Transfer"):
(a) a Transfer to a Permitted Transferee, provided that (i) such Management Holder shall have given the Company and the Sponsor prior written notice of such Transfer at least ten (10) Business Days prior to the consummation thereof, identifying the proposed Permitted Transferee and the number of Company Shares to be Transferred, and (ii) such Permitted Transferee shall have executed and delivered to the Company a Joinder Agreement substantially in the form attached hereto as Exhibit B, pursuant to which such Permitted Transferee agrees to be bound by all of the terms and conditions of this Agreement applicable to the transferring Management Holder with respect to the Transferred Company Shares;
(b) a Transfer pursuant to the tag-along provisions of Article VII;
(c) a Transfer pursuant to the drag-along provisions of Article VIII;
(d) a Transfer pursuant to the put and call provisions of Article IX; and
(e) a Transfer that has been approved in advance in writing by the Board (with the prior written approval of the Sponsor Majority).
Section 6.3 — Right of First Refusal.
(a) Following the expiration of the Lock-Up Period, if a Management Holder (the "Offering Holder") receives a bona fide written offer from a third party that is not an Affiliate of such Management Holder (a "Third-Party Offer") to purchase any or all of such Management Holder's Company Shares and such Management Holder desires to accept such Third-Party Offer, the Offering Holder shall, before consummating such sale, first offer such Company Shares (the "Offered Shares") to the Company (and, if the Company declines to purchase all of the Offered Shares, then to the Sponsor) on the same terms and conditions as those set forth in the Third-Party Offer.
(b) The Offering Holder shall deliver to the Company and the Sponsor a written notice (the "ROFR Notice") setting forth: (i) the identity of the proposed third-party purchaser, (ii) the number of Offered Shares, (iii) the price per share and the aggregate purchase price, (iv) the other material terms and conditions of the Third-Party Offer, and (v) a copy of the Third-Party Offer (or, if oral, a detailed written summary thereof).
(c) The Company shall have thirty (30) days following receipt of the ROFR Notice (the "Company ROFR Period") to elect, by written notice to the Offering Holder, to purchase all (but not less than all) of the Offered Shares at the price and on the terms set forth in the ROFR Notice.
(d) If the Company does not elect to purchase all of the Offered Shares within the Company ROFR Period, the Sponsor shall have an additional fifteen (15) days following the expiration of the Company ROFR Period (the "Sponsor ROFR Period") to elect, by written notice to the Offering Holder, to purchase all (but not less than all) of the Offered Shares at the price and on the terms set forth in the ROFR Notice.
(e) If neither the Company nor the Sponsor elects to purchase all of the Offered Shares within the applicable periods set forth above, the Offering Holder shall be free to consummate the sale of the Offered Shares to the third-party purchaser identified in the ROFR Notice, at a price per share not less than, and on terms and conditions no more favorable to the purchaser than, those set forth in the ROFR Notice; provided, that such sale is consummated within ninety (90) days following the expiration of the Sponsor ROFR Period. If such sale is not consummated within such ninety (90)-day period, the Offering Holder must again comply with the procedures set forth in this Section 6.3 before Transferring any Company Shares.
Section 6.4 — Void Transfers. Any Transfer or purported Transfer of Company Shares in violation of this Article VI shall be null and void ab initio, shall not operate to Transfer any interest or title in such Company Shares to the purported Transferee, and shall not be recognized by or effective against the Company. The Company shall not register any such Transfer on its books and records and shall not recognize the purported Transferee as a stockholder of the Company for any purpose.
Section 6.5 — Compliance with Law. Each Transfer of Company Shares (including any Permitted Transfer) must comply with all applicable federal and state securities laws, including the Securities Act and any applicable state securities or "blue sky" laws. In connection with any Transfer of Company Shares, the Company may require the Transferring Management Holder (or Permitted Transferee) to furnish to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such Transfer complies with applicable securities laws and does not require registration under the Securities Act.
Section 6.6 — Legend. All stock certificates (or, in the case of uncertificated shares, all book-entry notations) evidencing Company Shares shall bear a restrictive legend substantially in the following form (or such other legend as the Company may reasonably require from time to time):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH ACT AND LAWS AND THE MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT DATED AS OF FEBRUARY 10, 2025, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
The Company shall remove such legend (or cause such book-entry notation to be removed) upon receipt of an opinion of counsel reasonably satisfactory to the Company that such legend is no longer required under applicable securities laws and the transfer restrictions set forth in this Agreement.
ARTICLE VII — TAG-ALONG RIGHTS
Section 7.1 — Tag-Along Notice. If the Sponsor proposes to Transfer to a third party (other than an Affiliate of the Sponsor) shares of Class A Common Stock representing fifty percent (50%) or more of the Sponsor's then-held Company Shares in a single transaction or a series of related transactions (a "Tag-Along Sale"), the Sponsor shall deliver written notice (a "Tag-Along Notice") to each Management Holder at least twenty (20) Business Days prior to the anticipated consummation of such Tag-Along Sale. The Tag-Along Notice shall specify:
(a) the identity of the proposed purchaser or purchasers;
(b) the number of shares of Class A Common Stock proposed to be Transferred by the Sponsor;
(c) the proposed price per share (or, if the consideration is not solely cash, the implied per-share price and a description of the non-cash consideration);
(d) the other material terms and conditions of the proposed Transfer, including representations and warranties, indemnification obligations, escrow or holdback arrangements, and expense allocation; and
(e) the anticipated closing date of the Tag-Along Sale.
Section 7.2 — Exercise of Tag-Along Right.
(a) Each Management Holder shall have the right (but not the obligation) to participate in the Tag-Along Sale by delivering written notice (a "Tag-Along Election Notice") to the Sponsor within fifteen (15) Business Days following receipt of the Tag-Along Notice (the "Tag-Along Election Period"), indicating such Management Holder's election to include Company Shares in the Tag-Along Sale.
(b) Each participating Management Holder may include in the Tag-Along Sale up to such Management Holder's pro rata share of the total number of Company Shares to be Transferred in such Tag-Along Sale. For purposes of this Section 7.2(b), a Management Holder's "pro rata share" shall be determined by multiplying (i) the total number of Company Shares proposed to be Transferred in the Tag-Along Sale (including the Sponsor's shares and those of all participating Management Holders) by (ii) a fraction, the numerator of which is the number of Company Shares held by such Management Holder and the denominator of which is the total number of Company Shares held by the Sponsor and all participating Management Holders.
(c) If a Management Holder does not deliver a Tag-Along Election Notice within the Tag-Along Election Period, such Management Holder shall be deemed to have irrevocably waived such Management Holder's tag-along right with respect to such Tag-Along Sale (but not with respect to any future Tag-Along Sale).
Section 7.3 — Terms of Tag-Along Sale.
(a) Each participating Management Holder shall sell such Management Holder's Company Shares in the Tag-Along Sale on the same terms and conditions (including price per share, form of consideration, representations and warranties, indemnification obligations, and escrow or holdback terms) as the Sponsor, on a several (and not joint) basis and pro rata in proportion to the number of Company Shares being Transferred by each seller.
(b) Each Management Holder's indemnification obligations in connection with a Tag-Along Sale shall be several and not joint, and shall be capped at an amount equal to such Management Holder's net proceeds from such Tag-Along Sale (after deduction of such Management Holder's pro rata share of transaction expenses), other than in the case of fraud or intentional misrepresentation by such Management Holder, in which case such Management Holder's liability shall not be so limited.
Section 7.4 — Cooperation. Each Management Holder electing to participate in a Tag-Along Sale shall execute and deliver all documents and instruments, and take all actions, reasonably necessary to consummate such Tag-Along Sale in a timely manner, including executing the applicable purchase agreement, escrow agreement, and related ancillary documents, and providing customary representations and warranties as to authority, ownership, and title with respect to such Management Holder's Company Shares.
ARTICLE VIII — DRAG-ALONG RIGHTS
Section 8.1 — Drag-Along Right. If the Sponsor Majority approves a Sale of the Company (a "Drag-Along Sale"), the Sponsor shall have the right (the "Drag-Along Right") to require each Management Holder to sell, transfer, convey, assign, and deliver all (but not less than all) of such Management Holder's Company Shares in such Drag-Along Sale, on the same terms and conditions as the Sponsor. Each Management Holder hereby agrees to comply with the terms of this Article VIII and to take all actions and execute all documents necessary or desirable to consummate any Drag-Along Sale in a timely and orderly manner.
Section 8.2 — Drag-Along Notice. The Sponsor shall deliver written notice (a "Drag-Along Notice") to each Management Holder at least fifteen (15) Business Days prior to the anticipated closing date of the Drag-Along Sale. The Drag-Along Notice shall specify:
(a) the identity of the proposed acquirer or acquirers;
(b) the proposed per-share consideration to be received by the selling stockholders (and, if the consideration includes non-cash components, a description of such non-cash consideration and the implied per-share value thereof);
(c) the material terms and conditions of the Drag-Along Sale, including the form of transaction (merger, stock sale, asset sale, or otherwise), representations and warranties, indemnification obligations, escrow or holdback arrangements, and non-competition covenants, if any; and
(d) the anticipated closing date of the Drag-Along Sale.
Section 8.3 — Terms and Conditions.
(a) In any Drag-Along Sale, each Management Holder shall receive the same form and amount of consideration per share of Class A Common Stock as the Sponsor (subject to Section 8.5 regarding expense allocation). If the Sponsor is entitled to receive any form of non-cash consideration (such as equity securities of the acquirer), each Management Holder shall be entitled to receive the same form and proportion of non-cash consideration.
(b) In connection with any Drag-Along Sale, each Management Holder shall be required to make customary representations and warranties solely as to such Management Holder's authority, capacity, ownership of, and title to, such Management Holder's Company Shares, and the absence of Liens thereon. No Management Holder shall be required to make representations or warranties regarding the Company, its Subsidiaries, their businesses, or their operations beyond the scope of such representations and warranties applicable to the Sponsor in such transaction.
(c) Each Management Holder's indemnification obligations in connection with a Drag-Along Sale shall be several and not joint, and shall be limited to such Management Holder's pro rata share of any indemnification obligations (calculated based on the proportion of aggregate consideration received by such Management Holder relative to the total consideration received by all selling stockholders), excluding liability for fraud or intentional misrepresentation by such Management Holder. In no event shall a Management Holder's aggregate indemnification obligations (excluding fraud or intentional misrepresentation) exceed such Management Holder's pro rata net proceeds from the Drag-Along Sale.
Section 8.4 — Irrevocable Proxy. Each Management Holder hereby irrevocably grants to the Sponsor (or its designee) a proxy and power of attorney, coupled with an interest, to (i) vote such Management Holder's Company Shares in favor of any Drag-Along Sale and against any proposal that could reasonably be expected to delay, impede, or prevent any Drag-Along Sale, and (ii) execute on behalf of such Management Holder any purchase agreement, merger agreement, stockholder consent, or other document or instrument necessary or desirable to effectuate a Drag-Along Sale, in each case, if such Management Holder fails to take any action required by this Article VIII within five (5) Business Days following the closing date of the Drag-Along Sale as set forth in the Drag-Along Notice (as the same may be extended). The proxy and power of attorney granted pursuant to this Section 8.4 shall survive the dissolution, incapacity, bankruptcy, or death of any Management Holder and shall be binding upon such Management Holder's heirs, estate, executors, personal representatives, and successors.
Section 8.5 — Expenses. All transaction expenses incurred in connection with a Drag-Along Sale (including legal fees, accounting fees, investment banking fees, filing fees, and similar costs and expenses) shall be borne by all selling stockholders on a pro rata basis in proportion to their respective shares of the aggregate proceeds from such Drag-Along Sale; provided, however, that any advisory fees, transaction fees, monitoring fees, or similar fees payable to the Sponsor or its Affiliates (including fees payable to Hargrove Bancroft & Co. in connection with the transaction) shall be borne solely by the Sponsor and shall not be allocated to the Management Holders.
ARTICLE IX — PUT AND CALL RIGHTS
Section 9.1 — Call Right Upon Termination for Cause. Upon a termination of a Management Holder's employment with the Company and its Subsidiaries for Cause, the Company (or, at the Company's election, the Sponsor or any Affiliate of the Sponsor designated by the Company) shall have the right (a "Cause Call Right"), exercisable by written notice delivered to such Management Holder (or such Management Holder's representative) at any time within one hundred eighty (180) days following the applicable Termination Date, to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the Cause Call Right shall be equal to the lesser of (i) the Original Cost ($10.00 per share) and (ii) the Fair Market Value per share as of the Termination Date.
Section 9.2 — Call Right Upon Other Termination Events. Upon (a) a termination of a Management Holder's employment by the Company or any of its Subsidiaries without Cause, (b) a Management Holder's voluntary resignation without Good Reason, or (c) any other termination of a Management Holder's employment not addressed in Section 9.1, Section 9.3, or Section 9.4 (each, a "General Termination Event"), the Company (or, at the Company's election, the Sponsor or any Affiliate of the Sponsor designated by the Company) shall have the right (a "General Call Right"), exercisable by written notice delivered to such Management Holder (or such Management Holder's representative) at any time within one hundred eighty (180) days following the applicable Termination Date, to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the General Call Right shall be equal to the Fair Market Value per share as of the Termination Date.
Section 9.3 — Put Right Upon Death or Disability. Upon a Management Holder's death or Disability, such Management Holder (or such Management Holder's estate, personal representative, executor, administrator, or guardian, as applicable) shall have the right (a "Put Right"), exercisable by written notice delivered to the Company at any time within one hundred eighty (180) days following the Termination Date (or, in the case of death, the date of death), to require the Company to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the Put Right shall be equal to the Fair Market Value per share as of the date on which the exercise notice is delivered. The Company's obligation to purchase Company Shares pursuant to this Section 9.3 shall be subject in all respects to (i) compliance with applicable law (including the Delaware General Corporation Law), (ii) the terms and conditions of the Credit Agreement (Ridgeline Credit Agreement Reference No. RNB-HC-2025-0418) and any other debt instruments to which the Company or any of its Subsidiaries is a party, and (iii) the availability of legally distributable funds (within the meaning of Section 170 of the Delaware General Corporation Law) sufficient to pay the aggregate purchase price.
Section 9.4 — Put Right Upon Termination Without Cause or Resignation for Good Reason. Upon termination of a Management Holder's employment by the Company or any of its Subsidiaries without Cause, or resignation by a Management Holder for Good Reason, such Management Holder shall have the right (a "Termination Put Right"), exercisable by written notice delivered to the Company at any time within one hundred eighty (180) days following the applicable Termination Date, to require the Company to purchase all (but not less than all) of such Management Holder's Company Shares. The purchase price per share payable upon exercise of the Termination Put Right shall be equal to the Fair Market Value per share as of the date on which the exercise notice is delivered. The Company's obligation to purchase Company Shares pursuant to this Section 9.4 shall be subject to the same limitations set forth in Section 9.3 with respect to compliance with applicable law, the terms and conditions of the Credit Agreement and other debt instruments, and the availability of legally distributable funds.
Section 9.5 — Payment Terms.
(a) The aggregate purchase price payable upon the exercise of any p

MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT

ARDENT HEALTHCARE HOLDINGS INC.,

ARDENT CAPITAL PARTNERS III LP,

THE MANAGEMENT HOLDERS IDENTIFIED ON SCHEDULE A HERETO

MANAGEMENT ROLLOVER AND SUBSCRIPTION AGREEMENT

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Record

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