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SELLER REPRESENTATIVE AGREEMENT

February 10, 2025

This Seller Representative Agreement (this "Agreement") is entered into as of February 10, 2025, by and among:

Marcus Delgado, in his capacity as the designated Seller Representative (the "Seller Representative"), acting as a partner of Crestline Growth Equity Fund II LP, with an address at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116; and

All Selling Stockholders party to that certain Stock Purchase Agreement, dated as of February 10, 2025 (the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), MedVance Health Systems, Inc., a Delaware corporation (the "Company"), and each of the stockholders of the Company listed on the signature pages thereto (each, a "Selling Stockholder" and, collectively, the "Selling Stockholders").

This Agreement is entered into in connection with, and as a condition to, the consummation of the transactions contemplated by the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

RECITALS

WHEREAS, the Selling Stockholders collectively own one hundred percent (100%) of the issued and outstanding capital stock of MedVance Health Systems, Inc., a Delaware corporation headquartered in Nashville, Tennessee;

WHEREAS, the Selling Stockholders have entered into the Purchase Agreement providing for the sale of all of their shares of capital stock of the Company to the Purchaser for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment as set forth therein;

WHEREAS, the Purchase Agreement contemplates the appointment of a Seller Representative to act on behalf of, and as agent and attorney-in-fact for, the Selling Stockholders with respect to certain post-closing matters, including without limitation post-closing purchase price adjustments, indemnification claims, the administration of the Escrow Fund, and the defense and settlement of claims;

WHEREAS, each Selling Stockholder's pro rata share of the aggregate consideration (before escrow holdback and seller transaction expenses) is as follows: Crestline Growth Equity Fund II LP — 68.2%; Ryland Family Holdings LLC — 19.5%; and management rollover stockholders — 12.3% in the aggregate (each, a "Pro Rata Share"), as more fully described on Schedule A attached hereto;

WHEREAS, the Selling Stockholders wish to designate Marcus Delgado, a partner of Crestline Growth Equity Fund II LP, as the Seller Representative and to grant him the authority described herein; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the mutual covenants and agreements contained herein and the consummation of the transactions contemplated under the Purchase Agreement, the parties hereto agree as follows:

Section 1. Appointment and Acceptance

1.1 Each Selling Stockholder hereby irrevocably appoints Marcus Delgado as the Seller Representative, effective as of the date hereof and continuing until the termination of this Agreement pursuant to Section 10. Such appointment shall be deemed to have been made by each Selling Stockholder individually and shall be binding upon each Selling Stockholder and its respective successors, assigns, heirs, executors, administrators, and legal representatives.

1.2 Marcus Delgado hereby accepts such appointment and agrees to perform the duties and exercise the authority granted herein in accordance with the terms and conditions of this Agreement. The Seller Representative acknowledges that the Selling Stockholders are relying upon his expertise, judgment, and familiarity with the transactions contemplated by the Purchase Agreement in connection with this appointment.

1.3 The appointment of the Seller Representative hereunder constitutes an agency coupled with an interest, which interest includes, without limitation, the Seller Representative's indirect economic interest in the outcome of the matters described herein through his partnership interest in Crestline Growth Equity Fund II LP. Such appointment is irrevocable by any individual Selling Stockholder without the prior written consent of Selling Stockholders holding at least a majority of the Pro Rata Shares, and shall not be revoked or otherwise affected by the death, disability, incompetency, bankruptcy, insolvency, or dissolution of any individual Selling Stockholder.

1.4 Each Selling Stockholder acknowledges and agrees that it has had the opportunity to consult with its own legal counsel and financial advisors regarding the appointment of the Seller Representative and the scope of authority granted herein, and that such Selling Stockholder is entering into this Agreement voluntarily and with full knowledge of the rights and obligations set forth herein.

Section 2. Authority of the Seller Representative

Section 2.1 — General Grant of Authority

The Seller Representative is hereby authorized and empowered, on behalf of and as agent and attorney-in-fact for each Selling Stockholder, to take any and all actions and make any and all decisions that the Seller Representative deems necessary, appropriate, or advisable in connection with, or arising out of, the Purchase Agreement, the Escrow Agreement (dated February 12, 2025, by and among the Purchaser, the Seller Representative, and Continental Fiduciary Trust Company, as Escrow Agent, Escrow Account No. CFT-ESC-2025-00327), and any ancillary agreements, instruments, certificates, or documents executed in connection therewith. The authority granted herein is broad and unconditional, subject only to the express limitations set forth in Section 6 of this Agreement and the standard of care set forth in Section 3 of this Agreement. Each Selling Stockholder hereby grants to the Seller Representative a power of attorney, coupled with an interest, to act on such Selling Stockholder's behalf in all matters described in or contemplated by this Agreement.

Section 2.2 — Specific Powers

Without limiting the generality of Section 2.1, the Seller Representative shall have the authority to take the following actions on behalf of each and all of the Selling Stockholders:

(a) Post-Closing Purchase Price Adjustments. Negotiate, resolve, and agree upon any adjustments to the purchase price pursuant to the Purchase Agreement, including without limitation the post-closing working capital adjustment. For purposes of this Agreement, the parties acknowledge that the Working Capital Target under the Purchase Agreement is Thirty-Four Million Five Hundred Thousand Dollars ($34,500,000), with a collar of plus or minus Two Million Dollars ($2,000,000), and that the deadline for final determination of the closing working capital statement is July 17, 2025. The Seller Representative shall have the authority to review the Purchaser's closing working capital statement, engage accounting advisors to assist in such review, negotiate any disputed items, and, if necessary, refer unresolved disputes to the independent accounting firm designated pursuant to the Purchase Agreement.

(b) Indemnification Claims. Receive, review, respond to, contest, negotiate, compromise, or accept any claim for indemnification made by any Purchaser Indemnified Party under Article IX of the Purchase Agreement, subject to the aggregate Indemnification Cap of One Hundred Twenty-Four Million Dollars ($124,000,000) (representing 20% of the aggregate purchase price) and any other limitations on indemnification set forth in the Purchase Agreement, including, without limitation, any applicable deductibles, mini-baskets, or exclusions for certain categories of losses.

(c) Notices. Give and receive all notices, requests, demands, consents, waivers, approvals, certificates, and other communications required or permitted under the Purchase Agreement or the Escrow Agreement on behalf of the Selling Stockholders, and to take any action in response to such notices as the Seller Representative deems appropriate.

(d) Escrow Fund Administration. Authorize and direct Continental Fiduciary Trust Company, as Escrow Agent, to release funds from the Escrow Fund (consisting of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) deposited on February 12, 2025, representing 8% of the aggregate purchase price), whether in connection with the resolution of indemnification claims, the expiration of the eighteen (18)-month survival period (October 18, 2026), the satisfaction of post-closing purchase price adjustments, or otherwise in accordance with the terms of the Escrow Agreement.

(e) Engagement of Advisors. Engage, retain, and compensate legal counsel (including Whitaker, Poole & Simms LLP), accountants (including Prumvane & Reese LLP), and other professional advisors and consultants as the Seller Representative deems necessary or appropriate in connection with the performance of his duties hereunder, at the expense of the Selling Stockholders (which expenses shall be payable from the Expense Fund in the first instance or, if the Expense Fund is exhausted, directly from the Selling Stockholders in accordance with their respective Pro Rata Shares).

(f) Amendments, Waivers, and Modifications. Negotiate, enter into, and execute amendments, waivers, consents, extensions, or modifications to the Purchase Agreement and the Escrow Agreement on behalf of the Selling Stockholders; provided, however, that no such amendment, waiver, consent, extension, or modification shall disproportionately and adversely affect any Selling Stockholder relative to the other Selling Stockholders without the prior written consent of such affected Selling Stockholder.

(g) Defense and Settlement of Claims. Defend, settle, compromise, or consent to the entry of any judgment or award with respect to any indemnification claim or other dispute arising under or in connection with the Purchase Agreement, subject to the consent thresholds set forth in Section 6.2.

(h) R&W Insurance Policy. Negotiate and agree upon any amounts payable by the Selling Stockholders in respect of the representations and warranties insurance policy (Policy No. NSI-POLI-2025-04418; carrier: Northbridge Specialty Insurance Company; retention: Six Million Two Hundred Thousand Dollars ($6,200,000), of which the Selling Stockholders' share of such retention is Three Million One Hundred Thousand Dollars ($3,100,000)), including, without limitation, cooperation with the carrier in connection with any coverage determinations, claims submissions, or subrogation matters.

(i) Execution and Delivery of Documents. Execute and deliver any and all certificates, agreements, instruments, receipts, releases, and other documents on behalf of the Selling Stockholders as may be required or contemplated by the Purchase Agreement, the Escrow Agreement, or any ancillary agreement, or as the Seller Representative otherwise deems necessary or appropriate to carry out the intent and purposes of this Agreement.

(j) Dispute Resolution. Take all actions necessary or advisable in connection with any dispute resolution, mediation, or arbitration proceedings pursuant to the Purchase Agreement, including the selection of arbitrators, the submission of evidence and argument, the negotiation of settlements, and the enforcement of any awards or determinations.

Section 2.3 — Limitation on Authority

Notwithstanding the foregoing provisions of this Section 2, the Seller Representative shall not have the authority to bind any Selling Stockholder to any obligation, commitment, or liability that is not contemplated by or arising under the Purchase Agreement, the Escrow Agreement, or this Agreement, unless such action is expressly authorized in writing by the affected Selling Stockholder(s).

Section 3. Standard of Care; Exculpation

3.1 Standard of Care. The Seller Representative shall act in good faith and in what he reasonably believes to be the best interests of the Selling Stockholders as a group (and not in favor of any individual Selling Stockholder or subset of Selling Stockholders to the detriment of the others). In performing his duties hereunder, the Seller Representative shall exercise such care as a reasonably prudent person in a similar position would exercise under similar circumstances, taking into account the aggregate interests of the Selling Stockholders as a whole. The Seller Representative shall not be required to take any action that the Seller Representative, in his reasonable judgment, believes would expose the Seller Representative to personal liability or that would be contrary to applicable law.

3.2 Exculpation. The Seller Representative shall not be liable to any Selling Stockholder for any act or omission taken or suffered by the Seller Representative in good faith and without willful misconduct, gross negligence, or fraud. In no event shall the Seller Representative be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, regardless of whether such damages are foreseeable and regardless of whether the Seller Representative has been advised of the possibility thereof.

3.3 Reliance. The Seller Representative may rely, and shall be fully protected in relying, upon any notice, certificate, statement, instrument, opinion, report, document, order, judgment, decree, or other writing or information believed by him in good faith to be genuine and to have been signed, presented, or furnished by the proper party or parties. The Seller Representative may also rely upon the advice and counsel of Whitaker, Poole & Simms LLP, Prumvane & Reese LLP, or other professional advisors retained by the Seller Representative in accordance with this Agreement, and shall not be liable for any action taken or omitted in accordance with such advice, provided that such advisors were selected by the Seller Representative in good faith and with reasonable care.

3.4 No Obligation to Investigate. The Seller Representative shall be under no obligation to investigate, verify, or confirm the accuracy, completeness, or authenticity of any information, notice, instruction, or document provided by the Purchaser, the Escrow Agent, any Selling Stockholder, or any other Person, and shall be entitled to accept and rely upon such information at face value unless the Seller Representative has actual knowledge that such information is materially inaccurate or misleading.

3.5 No Litigation by Selling Stockholders. No Selling Stockholder shall have the right to object to, or bring any claim, action, or proceeding against, the Seller Representative for any action taken or omitted to be taken by the Seller Representative within the scope of authority granted herein, except in the case of willful misconduct, gross negligence, or fraud. Each Selling Stockholder hereby waives, to the fullest extent permitted by applicable law, any right to bring a claim against the Seller Representative arising out of or relating to the Seller Representative's exercise of, or failure to exercise, the authority granted under this Agreement, other than claims based on willful misconduct, gross negligence, or fraud.

Section 4. Indemnification of Seller Representative

4.1 Indemnification Obligation. Each Selling Stockholder agrees, severally (in accordance with its Pro Rata Share) and not jointly, to indemnify, defend, and hold harmless the Seller Representative from and against any and all losses, liabilities, claims, actions, suits, judgments, damages, costs, and expenses (including reasonable attorneys' fees and disbursements, court costs, and costs of investigation) arising out of or relating to the Seller Representative's performance of his duties under this Agreement or the exercise of any authority granted hereunder, except to the extent that such losses, liabilities, claims, damages, costs, or expenses result directly from the Seller Representative's willful misconduct, gross negligence, or fraud.

4.2 Right of Setoff. The Seller Representative shall be entitled to deduct and withhold from amounts otherwise distributable to the Selling Stockholders (including from the Escrow Fund upon release, from the Expense Fund, or from any other amounts payable to the Selling Stockholders in connection with the transactions contemplated by the Purchase Agreement) any amounts necessary to satisfy any indemnification obligations of the Selling Stockholders under this Section 4. The Seller Representative shall provide reasonable advance written notice to the affected Selling Stockholders of any such deduction or withholding, together with reasonable documentation supporting the basis for such deduction or withholding, but the Seller Representative's right to deduct and withhold shall not be conditioned upon the provision of such notice.

4.3 Survival. The indemnification obligations of the Selling Stockholders under this Section 4 shall survive the termination of this Agreement and shall remain in full force and effect until the expiration of the applicable statute of limitations with respect to any claim for indemnification hereunder.

Section 5. Seller Representative Expense Fund

5.1 Establishment of Expense Fund. Each Selling Stockholder acknowledges and agrees that the sum of Five Hundred Thousand Dollars ($500,000) (the "Expense Fund") has been withheld from the aggregate closing proceeds otherwise payable to the Selling Stockholders (pro rata in accordance with each Selling Stockholder's Pro Rata Share, as set forth on Schedule A) and has been deposited into a segregated account maintained by and under the sole control of the Seller Representative. The Expense Fund shall be held by the Seller Representative in a bank account separate and apart from the personal funds of the Seller Representative and from the assets of Crestline Growth Equity Fund II LP.

5.2 Use of Expense Fund. The Expense Fund shall be used by the Seller Representative solely to pay costs and expenses incurred in connection with the performance of his duties under this Agreement, including, without limitation, fees and expenses of Whitaker, Poole & Simms LLP (as legal counsel to the Seller Representative), fees and expenses of Prumvane & Reese LLP or other accounting advisors retained in connection with the post-closing working capital adjustment or other purchase price adjustments, fees and expenses of any other professional advisors retained by the Seller Representative pursuant to Section 2.2(e), travel and communication expenses, and other reasonable out-of-pocket expenses incurred by the Seller Representative in the discharge of his duties hereunder.

5.3 Distribution of Remaining Balance. Upon termination of this Agreement in accordance with Section 10, any unused portion of the Expense Fund remaining after payment or reservation for all outstanding or anticipated expenses shall be distributed to the Selling Stockholders promptly (and in any event within thirty (30) days following the date of termination) in accordance with their respective Pro Rata Shares.

5.4 Shortfall Funding. If the Expense Fund is insufficient to cover all costs and expenses properly incurred by the Seller Representative in connection with the performance of his duties hereunder, the Selling Stockholders shall, severally (in accordance with their respective Pro Rata Shares) and not jointly, fund any such shortfall upon written request by the Seller Representative. Such written request shall set forth in reasonable detail the nature and amount of the expenses giving rise to the shortfall and shall be accompanied by supporting documentation to the extent reasonably available. Each Selling Stockholder shall remit its Pro Rata Share of the requested shortfall amount within fifteen (15) business days following receipt of such written request.

5.5 Accounting. The Seller Representative shall maintain reasonable records of all receipts and disbursements from the Expense Fund and shall provide a summary accounting to each Selling Stockholder upon written request, but not more frequently than once per calendar quarter. A final accounting of the Expense Fund shall be provided to the Selling Stockholders in connection with the termination of this Agreement.

Section 6. Decisions; Consent Thresholds

Section 6.1 — Sole Discretion Matters

Except as expressly provided in Section 6.2 and Section 6.3 below, the Seller Representative may act in his sole and absolute discretion with respect to all matters within the scope of Section 2 of this Agreement. The Seller Representative shall not be required to seek the consent, approval, or authorization of any Selling Stockholder before taking any action within his sole discretion, although the Seller Representative may, in his discretion, solicit the views of any Selling Stockholder on any matter at any time. The decision of the Seller Representative on any matter within his sole discretion shall be final, conclusive, and binding upon all Selling Stockholders.

Section 6.2 — Majority Consent Matters

Notwithstanding Section 6.1, the following actions shall require the prior written consent of Selling Stockholders holding a majority of the Pro Rata Shares (the "Majority Selling Stockholders"):

(a) the settlement or compromise of any indemnification claim or group of related indemnification claims made by any Purchaser Indemnified Party under the Purchase Agreement in an amount exceeding Five Million Dollars ($5,000,000) individually or Fifteen Million Dollars ($15,000,000) in the aggregate (taking into account all prior settlements and compromises of indemnification claims);

(b) any amendment, modification, or waiver of any provision of the Purchase Agreement or the Escrow Agreement that would materially alter the distribution waterfall, the method of calculating the Pro Rata Shares, or the economic terms applicable to the allocation of proceeds, escrow releases, or expense sharing among the Selling Stockholders;

(c) the removal or replacement of the Seller Representative, whether by voluntary resignation of the Seller Representative or by action of the Selling Stockholders pursuant to Section 9; and

(d) any release or distribution from the Escrow Fund in excess of Ten Million Dollars ($10,000,000) in connection with a single indemnification claim (other than scheduled releases upon expiration of the survival period as provided in the Escrow Agreement, which releases may be directed by the Seller Representative without the consent of the Majority Selling Stockholders).

In seeking the consent of the Majority Selling Stockholders pursuant to this Section 6.2, the Seller Representative shall provide each Selling Stockholder with reasonable advance notice of the proposed action and a reasonable description of the material terms thereof. Each Selling Stockholder shall respond to any request for consent within ten (10) business days following receipt of such request; any Selling Stockholder that fails to respond within such period shall be deemed to have consented to the proposed action.

Section 6.3 — Unanimous Consent

Any action by the Seller Representative that would disproportionately and adversely affect a particular Selling Stockholder or group of Selling Stockholders relative to the other Selling Stockholders (other than differences arising solely from differences in the Pro Rata Shares) shall require the prior written consent of such affected Selling Stockholder or Selling Stockholders. For the avoidance of doubt, an action that affects all Selling Stockholders equally in proportion to their respective Pro Rata Shares shall not be deemed to disproportionately and adversely affect any Selling Stockholder for purposes of this Section 6.3.

Section 7. No Compensation

The Seller Representative shall serve in such capacity without separate compensation. The Seller Representative shall not be entitled to any fee, salary, retainer, bonus, or other form of remuneration for the services rendered pursuant to this Agreement. Notwithstanding the foregoing, the Seller Representative shall be entitled to full reimbursement of all reasonable out-of-pocket expenses incurred in connection with the performance of his duties hereunder, which reimbursement shall be payable from the Expense Fund in the first instance or, if the Expense Fund has been exhausted, directly from the Selling Stockholders in accordance with their respective Pro Rata Shares as provided in Section 5.4. For the avoidance of doubt, nothing in this Section 7 shall prohibit the Seller Representative from receiving distributions or payments to which he or Crestline Growth Equity Fund II LP may be entitled in its capacity as a Selling Stockholder under the Purchase Agreement.

Section 8. Binding Effect; Third-Party Reliance

8.1 Binding Effect on Selling Stockholders. All actions taken by the Seller Representative within the scope of this Agreement, including without limitation the exercise of any authority described in Section 2 and the making of any decision pursuant to Section 6, shall be binding on each Selling Stockholder as fully and effectively as if such action had been taken by such Selling Stockholder directly. No Selling Stockholder shall have any right to independently take any action with respect to the matters within the scope of the Seller Representative's authority hereunder, and any attempt by a Selling Stockholder to take such independent action shall be void and of no force or effect.

8.2 Third-Party Reliance. The Purchaser, the Escrow Agent (Continental Fiduciary Trust Company), and any other Person dealing with the Seller Representative in connection with the Purchase Agreement, the Escrow Agreement, or any ancillary agreement shall be entitled to rely conclusively, and without independent inquiry, on any action taken, decision made, consent given, or notice delivered by the Seller Representative as having been duly authorized by all Selling Stockholders. Neither the Purchaser nor the Escrow Agent shall be required to verify that the Seller Representative has obtained the consent of the Selling Stockholders or any subset thereof before acting in reliance upon the Seller Representative's instructions, directions, or communications.

8.3 No Liability of Purchaser or Escrow Agent. The Purchaser and the Escrow Agent shall have no liability whatsoever to any Selling Stockholder for any actions taken, payments made, or funds released in good faith reliance upon the instructions, directions, or communications of the Seller Representative. Each Selling Stockholder hereby releases and forever discharges the Purchaser and the Escrow Agent from any and all claims, actions, causes of action, liabilities, damages, costs, and expenses arising out of or relating to any action taken by the Purchaser or the Escrow Agent in reliance upon the instructions of the Seller Representative, except to the extent such action constitutes a breach by the Purchaser or the Escrow Agent of their respective obligations under the Purchase Agreement or the Escrow Agreement that is independent of the Seller Representative's instructions.

Section 9. Resignation and Successor Appointment

9.1 Resignation. The Seller Representative may resign at any time upon not less than thirty (30) days' prior written notice to each Selling Stockholder (at the addresses set forth on Schedule A) and to the Purchaser (at the address set forth in Section 11.1). Such resignation shall not become effective until the earlier of (a) the appointment of a successor Seller Representative in accordance with Section 9.2 or (b) the expiration of such thirty (30)-day notice period.

9.2 Successor Appointment. Upon the resignation, removal, death, or incapacity of the Seller Representative, Selling Stockholders holding a majority of the Pro Rata Shares shall promptly (and in any event within thirty (30) days following the effective date of such resignation, removal, death, or incapacity) appoint a successor Seller Representative. Such appointment shall be effected by a written instrument signed by Selling Stockholders holding a majority of the Pro Rata Shares, and written notice of such appointment (identifying the successor Seller Representative and providing current contact information) shall be provided promptly to the Purchaser and the Escrow Agent. The successor Seller Representative shall, upon acceptance of such appointment, succeed to all of the rights, powers, authority, and obligations of the Seller Representative under this Agreement.

9.3 Caretaker Capacity. Until a successor Seller Representative is duly appointed and has accepted such appointment, the resigning or removed Seller Representative (or, if applicable in the case of death or incapacity, his estate, personal representative, or legal guardian) shall continue to serve in a caretaker capacity for the limited purpose of receiving notices on behalf of the Selling Stockholders, preserving and protecting the rights of the Selling Stockholders under the Purchase Agreement and the Escrow Agreement, and safeguarding the Expense Fund. During such caretaker period, the Seller Representative (or his estate or legal representative) shall not take any material discretionary action on behalf of the Selling Stockholders unless such action is necessary to prevent the lapse or forfeiture of a right or the imposition of a material liability.

Section 10. Term and Termination

10.1 Effective Date and Term. This Agreement shall become effective as of the date first written above (February 10, 2025), shall survive the Closing (which the parties currently anticipate will occur on or about April 18, 2025), and shall remain in full force and effect until the earliest of:

(a) the date on which all of the following conditions have been satisfied: (i) all amounts held in the Escrow Fund have been finally released or distributed in accordance with the terms of the Escrow Agreement, (ii) all post-closing purchase price adjustments (including the working capital adjustment and any other adjustments contemplated by the Purchase Agreement) have been finally determined and all payments required in connection therewith have been made, and (iii) all indemnification claims (whether pending, threatened, or reasonably anticipated) have been finally resolved and all related payments have been made;

(b) the date on which the Purchase Agreement is terminated prior to the Closing in accordance with its terms (including, without limitation, upon the failure of any condition precedent to the Closing or upon the mutual written agreement of the parties thereto); or

10.2 Survival. Notwithstanding the termination of this Agreement, the following provisions shall survive such termination and shall remain in full force and effect in accordance with their terms: Section 3 (Standard of Care; Exculpation), Section 4 (Indemnification of Seller Representative), Section 8 (Binding Effect; Third-Party Reliance), and Section 11 (Miscellaneous).

10.3 Post-Termination Distribution. Upon termination of this Agreement, the Seller Representative shall, within thirty (30) days following the effective date of termination, distribute any remaining amounts held in the Expense Fund to the Selling Stockholders in accordance with their respective Pro Rata Shares and shall deliver to each Selling Stockholder a final accounting of all receipts and disbursements from the Expense Fund during the term of this Agreement.

Section 11. Miscellaneous

Section 11.1 — Notices

All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing and shall be deemed duly given and effective (a) upon delivery, if delivered by hand or by a nationally recognized overnight courier service, (b) upon transmission, if sent by email with confirmation of receipt by the recipient (such confirmation to include a responsive email, a read receipt, or other affirmative acknowledgment of receipt by the recipient), or (c) on the third (3rd) business day following deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, in each case addressed as follows:

If to the Seller Representative:

Marcus Delgado Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, Massachusetts 02116

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

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

If to the Purchaser:

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

Attention: Priya Ranganathan

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

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

If to a Selling Stockholder:

At the address set forth opposite such Selling Stockholder's name on Schedule A hereto, or at such other address as such Selling Stockholder may designate by written notice to the Seller Representative in accordance with this Section 11.1.

Any party may change its address for notice purposes by providing written notice of such change to all other parties in accordance with this Section 11.1.

Section 11.2 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.3 — Jurisdiction

Each party to this Agreement hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if the United States District Court for the District of Delaware lacks subject matter jurisdiction, any state court of the State of Delaware sitting in New Castle County) for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action, suit, or proceeding is improper or inconvenient, or that the venue of such action, suit, or proceeding is improper.

Section 11.4 — Entire Agreement

This Agreement, together with the Purchase Agreement, the Escrow Agreement, and any schedules, exhibits, or annexes attached hereto or thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings, representations, and warranties, whether oral or written, relating to the appointment and authority of the Seller Representative. No party has relied on any representation or warranty not expressly set forth in this Agreement.

Section 11.5 — Amendment

This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Seller Representative and Selling Stockholders holding a majority of the Pro Rata Shares; provided, however, that any amendment, modification, or supplement that disproportionately and adversely affects a particular Selling Stockholder relative to the other Selling Stockholders shall also require the prior written consent of such affected Selling Stockholder. No oral modification of this Agreement shall be effective for any purpose.

Section 11.6 — Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party to be charged with such waiver. No failure or delay by any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided by law or in equity.

Section 11.7 — Severability

If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against its regulatory policy, the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term, provision, covenant, or restriction is invalid, void, unenforceable, or against regulatory policy, the parties shall negotiate in good faith to modify this Agreement so as to give effect, to the greatest extent permitted by applicable law, to the original intent of the parties as reflected in the invalid, void, or unenforceable provision.

Section 11.8 — Assignment

The Seller Representative may not assign, delegate, or otherwise transfer his rights or obligations under this Agreement, in whole or in part, without the prior written consent of Selling Stockholders holding a majority of the Pro Rata Shares. Any purported assignment, delegation, or transfer in violation of this Section 11.8 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, and permitted assigns.

Section 11.9 — Counterparts

This Agreement may be executed in any number of counterparts (including by means of Brightwater Software, Ashford Health IT, or other electronic signature platform), each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart.

Section 11.10 — Relationship to Purchase Agreement

In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the authority, rights, obligations, or duties of the Seller Representative, the provisions of the Purchase Agreement shall control and prevail. This Agreement is intended to supplement, and not to supersede or limit, the provisions of the Purchase Agreement relating to the Seller Representative.

Section 11.11 — No Third-Party Beneficiaries

Except as expressly provided in Section 8 of this Agreement (pursuant to which the Purchaser and the Escrow Agent are intended third-party beneficiaries for purposes of reliance upon the actions of the Seller Representative), this Agreement is not intended to, and shall not, confer upon any Person other than the parties hereto (and their respective successors, heirs, executors, administrators, and permitted assigns) any rights, remedies, obligations, or liabilities of any nature whatsoever.

[Remainder of page intentionally left blank; signature pages follow.]

SIGNATURE PAGES TO SELLER REPRESENTATIVE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Seller Representative Agreement as of the date first written above.

SELLER REPRESENTATIVE:

MARCUS DELGADO, individually and in his capacity as Seller Representative

By: ________

Name: Marcus Delgado

Date: February 10, 2025

SELLING STOCKHOLDERS:

CRESTLINE GROWTH EQUITY FUND II LP

By: Crestline Growth Equity GP II LLC, its General Partner

By: ________

Name: Marcus Delgado

Title: Partner

Date: February 10, 2025

RYLAND FAMILY HOLDINGS LLC

By: ________

Name: Dr. Catherine Ryland

Title: Managing Member

Date: February 10, 2025

DANIEL BURCH, individually, as to rollover shares

________________________________________

Daniel Burch

Date: February 10, 2025

ANGELA MORETTI, individually, as to rollover shares

________________________________________

Angela Moretti

Date: February 10, 2025

DR. SAMIR PATEL, individually, as to rollover shares

________________________________________

Dr. Samir Patel

Date: February 10, 2025

KAREN TOLLIVER, individually, as to rollover shares

________________________________________

Karen Tolliver

Date: February 10, 2025

ACKNOWLEDGED AND AGREED (solely for purposes of Sections 8 and 11.1 of this Agreement):

ARDENT HEALTHCARE HOLDINGS INC.

By: ________

Name: Graham Whitfield

Title: President

Date: February 10, 2025

SCHEDULE A

SELLING STOCKHOLDERS; PRO RATA SHARES; ADDRESSES

The following table sets forth the name and address of each Selling Stockholder, together with such Selling Stockholder's Pro Rata Share and its corresponding allocations of the Escrow Fund and the Expense Fund:

Note: Individual management rollover stockholders and their respective sub-allocations within the 12.3% aggregate Pro Rata Share are set forth on Annex 1 to this Schedule A. Annex 1 includes the following individual management rollover stockholders: Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver, together with their individual ownership percentages and corresponding escrow and expense fund sub-allocations. In the event of any discrepancy between this Schedule A and Annex 1 with respect to the aggregate management rollover stockholder allocations, this Schedule A shall control.

Selling Stockholder	Pro Rata Share (%)	Escrow Allocation ($49,600,000)	Expense Fund Allocation ($500,000)	Notice Address
Crestline Growth Equity Fund II LP	68.2%	$33,827,200	$341,000	200 Clarendon Street, 42nd Floor, Boston, MA 02116; Attn: Marcus Delgado
Ryland Family Holdings LLC	19.5%	$9,672,000	$97,500	c/o Dr. Catherine Ryland, 4200 West End Avenue, Suite 1100, Nashville, TN 37205
Management Rollover Stockholders (aggregate)	12.3%	$6,100,800	$61,500	c/o Daniel Burch, CEO, MedVance Health Systems, Inc., 4200 West End Avenue, Suite 1100, Nashville, TN 37205
Total	100.0%	$49,600,000	$500,000

SELLER REPRESENTATIVE AGREEMENT
February 10, 2025
This Seller Representative Agreement (this "Agreement") is entered into as of February 10, 2025, by and among:
Marcus Delgado, in his capacity as the designated Seller Representative (the "Seller Representative"), acting as a partner of Crestline Growth Equity Fund II LP, with an address at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116; and
All Selling Stockholders party to that certain Stock Purchase Agreement, dated as of February 10, 2025 (the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), MedVance Health Systems, Inc., a Delaware corporation (the "Company"), and each of the stockholders of the Company listed on the signature pages thereto (each, a "Selling Stockholder" and, collectively, the "Selling Stockholders").
This Agreement is entered into in connection with, and as a condition to, the consummation of the transactions contemplated by the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
RECITALS
WHEREAS, the Selling Stockholders collectively own one hundred percent (100%) of the issued and outstanding capital stock of MedVance Health Systems, Inc., a Delaware corporation headquartered in Nashville, Tennessee;
WHEREAS, the Selling Stockholders have entered into the Purchase Agreement providing for the sale of all of their shares of capital stock of the Company to the Purchaser for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment as set forth therein;
WHEREAS, the Purchase Agreement contemplates the appointment of a Seller Representative to act on behalf of, and as agent and attorney-in-fact for, the Selling Stockholders with respect to certain post-closing matters, including without limitation post-closing purchase price adjustments, indemnification claims, the administration of the Escrow Fund, and the defense and settlement of claims;
WHEREAS, each Selling Stockholder's pro rata share of the aggregate consideration (before escrow holdback and seller transaction expenses) is as follows: Crestline Growth Equity Fund II LP — 68.2%; Ryland Family Holdings LLC — 19.5%; and management rollover stockholders — 12.3% in the aggregate (each, a "Pro Rata Share"), as more fully described on Schedule A attached hereto;
WHEREAS, the Selling Stockholders wish to designate Marcus Delgado, a partner of Crestline Growth Equity Fund II LP, as the Seller Representative and to grant him the authority described herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the mutual covenants and agreements contained herein and the consummation of the transactions contemplated under the Purchase Agreement, the parties hereto agree as follows:
Section 1. Appointment and Acceptance
1.1 Each Selling Stockholder hereby irrevocably appoints Marcus Delgado as the Seller Representative, effective as of the date hereof and continuing until the termination of this Agreement pursuant to Section 10. Such appointment shall be deemed to have been made by each Selling Stockholder individually and shall be binding upon each Selling Stockholder and its respective successors, assigns, heirs, executors, administrators, and legal representatives.
1.2 Marcus Delgado hereby accepts such appointment and agrees to perform the duties and exercise the authority granted herein in accordance with the terms and conditions of this Agreement. The Seller Representative acknowledges that the Selling Stockholders are relying upon his expertise, judgment, and familiarity with the transactions contemplated by the Purchase Agreement in connection with this appointment.
1.3 The appointment of the Seller Representative hereunder constitutes an agency coupled with an interest, which interest includes, without limitation, the Seller Representative's indirect economic interest in the outcome of the matters described herein through his partnership interest in Crestline Growth Equity Fund II LP. Such appointment is irrevocable by any individual Selling Stockholder without the prior written consent of Selling Stockholders holding at least a majority of the Pro Rata Shares, and shall not be revoked or otherwise affected by the death, disability, incompetency, bankruptcy, insolvency, or dissolution of any individual Selling Stockholder.
1.4 Each Selling Stockholder acknowledges and agrees that it has had the opportunity to consult with its own legal counsel and financial advisors regarding the appointment of the Seller Representative and the scope of authority granted herein, and that such Selling Stockholder is entering into this Agreement voluntarily and with full knowledge of the rights and obligations set forth herein.
Section 2. Authority of the Seller Representative
Section 2.1 — General Grant of Authority
The Seller Representative is hereby authorized and empowered, on behalf of and as agent and attorney-in-fact for each Selling Stockholder, to take any and all actions and make any and all decisions that the Seller Representative deems necessary, appropriate, or advisable in connection with, or arising out of, the Purchase Agreement, the Escrow Agreement (dated February 12, 2025, by and among the Purchaser, the Seller Representative, and Continental Fiduciary Trust Company, as Escrow Agent, Escrow Account No. CFT-ESC-2025-00327), and any ancillary agreements, instruments, certificates, or documents executed in connection therewith. The authority granted herein is broad and unconditional, subject only to the express limitations set forth in Section 6 of this Agreement and the standard of care set forth in Section 3 of this Agreement. Each Selling Stockholder hereby grants to the Seller Representative a power of attorney, coupled with an interest, to act on such Selling Stockholder's behalf in all matters described in or contemplated by this Agreement.
Section 2.2 — Specific Powers
Without limiting the generality of Section 2.1, the Seller Representative shall have the authority to take the following actions on behalf of each and all of the Selling Stockholders:
(a) Post-Closing Purchase Price Adjustments. Negotiate, resolve, and agree upon any adjustments to the purchase price pursuant to the Purchase Agreement, including without limitation the post-closing working capital adjustment. For purposes of this Agreement, the parties acknowledge that the Working Capital Target under the Purchase Agreement is Thirty-Four Million Five Hundred Thousand Dollars ($34,500,000), with a collar of plus or minus Two Million Dollars ($2,000,000), and that the deadline for final determination of the closing working capital statement is July 17, 2025. The Seller Representative shall have the authority to review the Purchaser's closing working capital statement, engage accounting advisors to assist in such review, negotiate any disputed items, and, if necessary, refer unresolved disputes to the independent accounting firm designated pursuant to the Purchase Agreement.
(b) Indemnification Claims. Receive, review, respond to, contest, negotiate, compromise, or accept any claim for indemnification made by any Purchaser Indemnified Party under Article IX of the Purchase Agreement, subject to the aggregate Indemnification Cap of One Hundred Twenty-Four Million Dollars ($124,000,000) (representing 20% of the aggregate purchase price) and any other limitations on indemnification set forth in the Purchase Agreement, including, without limitation, any applicable deductibles, mini-baskets, or exclusions for certain categories of losses.
(c) Notices. Give and receive all notices, requests, demands, consents, waivers, approvals, certificates, and other communications required or permitted under the Purchase Agreement or the Escrow Agreement on behalf of the Selling Stockholders, and to take any action in response to such notices as the Seller Representative deems appropriate.
(d) Escrow Fund Administration. Authorize and direct Continental Fiduciary Trust Company, as Escrow Agent, to release funds from the Escrow Fund (consisting of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) deposited on February 12, 2025, representing 8% of the aggregate purchase price), whether in connection with the resolution of indemnification claims, the expiration of the eighteen (18)-month survival period (October 18, 2026), the satisfaction of post-closing purchase price adjustments, or otherwise in accordance with the terms of the Escrow Agreement.
(e) Engagement of Advisors. Engage, retain, and compensate legal counsel (including Whitaker, Poole & Simms LLP), accountants (including Prumvane & Reese LLP), and other professional advisors and consultants as the Seller Representative deems necessary or appropriate in connection with the performance of his duties hereunder, at the expense of the Selling Stockholders (which expenses shall be payable from the Expense Fund in the first instance or, if the Expense Fund is exhausted, directly from the Selling Stockholders in accordance with their respective Pro Rata Shares).
(f) Amendments, Waivers, and Modifications. Negotiate, enter into, and execute amendments, waivers, consents, extensions, or modifications to the Purchase Agreement and the Escrow Agreement on behalf of the Selling Stockholders; provided, however, that no such amendment, waiver, consent, extension, or modification shall disproportionately and adversely affect any Selling Stockholder relative to the other Selling Stockholders without the prior written consent of such affected Selling Stockholder.
(g) Defense and Settlement of Claims. Defend, settle, compromise, or consent to the entry of any judgment or award with respect to any indemnification claim or other dispute arising under or in connection with the Purchase Agreement, subject to the consent thresholds set forth in Section 6.2.
(h) R&W Insurance Policy. Negotiate and agree upon any amounts payable by the Selling Stockholders in respect of the representations and warranties insurance policy (Policy No. NSI-POLI-2025-04418; carrier: Northbridge Specialty Insurance Company; retention: Six Million Two Hundred Thousand Dollars ($6,200,000), of which the Selling Stockholders' share of such retention is Three Million One Hundred Thousand Dollars ($3,100,000)), including, without limitation, cooperation with the carrier in connection with any coverage determinations, claims submissions, or subrogation matters.
(i) Execution and Delivery of Documents. Execute and deliver any and all certificates, agreements, instruments, receipts, releases, and other documents on behalf of the Selling Stockholders as may be required or contemplated by the Purchase Agreement, the Escrow Agreement, or any ancillary agreement, or as the Seller Representative otherwise deems necessary or appropriate to carry out the intent and purposes of this Agreement.
(j) Dispute Resolution. Take all actions necessary or advisable in connection with any dispute resolution, mediation, or arbitration proceedings pursuant to the Purchase Agreement, including the selection of arbitrators, the submission of evidence and argument, the negotiation of settlements, and the enforcement of any awards or determinations.
Section 2.3 — Limitation on Authority
Notwithstanding the foregoing provisions of this Section 2, the Seller Representative shall not have the authority to bind any Selling Stockholder to any obligation, commitment, or liability that is not contemplated by or arising under the Purchase Agreement, the Escrow Agreement, or this Agreement, unless such action is expressly authorized in writing by the affected Selling Stockholder(s).
Section 3. Standard of Care; Exculpation
3.1 Standard of Care. The Seller Representative shall act in good faith and in what he reasonably believes to be the best interests of the Selling Stockholders as a group (and not in favor of any individual Selling Stockholder or subset of Selling Stockholders to the detriment of the others). In performing his duties hereunder, the Seller Representative shall exercise such care as a reasonably prudent person in a similar position would exercise under similar circumstances, taking into account the aggregate interests of the Selling Stockholders as a whole. The Seller Representative shall not be required to take any action that the Seller Representative, in his reasonable judgment, believes would expose the Seller Representative to personal liability or that would be contrary to applicable law.
3.2 Exculpation. The Seller Representative shall not be liable to any Selling Stockholder for any act or omission taken or suffered by the Seller Representative in good faith and without willful misconduct, gross negligence, or fraud. In no event shall the Seller Representative be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, regardless of whether such damages are foreseeable and regardless of whether the Seller Representative has been advised of the possibility thereof.
3.3 Reliance. The Seller Representative may rely, and shall be fully protected in relying, upon any notice, certificate, statement, instrument, opinion, report, document, order, judgment, decree, or other writing or information believed by him in good faith to be genuine and to have been signed, presented, or furnished by the proper party or parties. The Seller Representative may also rely upon the advice and counsel of Whitaker, Poole & Simms LLP, Prumvane & Reese LLP, or other professional advisors retained by the Seller Representative in accordance with this Agreement, and shall not be liable for any action taken or omitted in accordance with such advice, provided that such advisors were selected by the Seller Representative in good faith and with reasonable care.
3.4 No Obligation to Investigate. The Seller Representative shall be under no obligation to investigate, verify, or confirm the accuracy, completeness, or authenticity of any information, notice, instruction, or document provided by the Purchaser, the Escrow Agent, any Selling Stockholder, or any other Person, and shall be entitled to accept and rely upon such information at face value unless the Seller Representative has actual knowledge that such information is materially inaccurate or misleading.
3.5 No Litigation by Selling Stockholders. No Selling Stockholder shall have the right to object to, or bring any claim, action, or proceeding against, the Seller Representative for any action taken or omitted to be taken by the Seller Representative within the scope of authority granted herein, except in the case of willful misconduct, gross negligence, or fraud. Each Selling Stockholder hereby waives, to the fullest extent permitted by applicable law, any right to bring a claim against the Seller Representative arising out of or relating to the Seller Representative's exercise of, or failure to exercise, the authority granted under this Agreement, other than claims based on willful misconduct, gross negligence, or fraud.
Section 4. Indemnification of Seller Representative
4.1 Indemnification Obligation. Each Selling Stockholder agrees, severally (in accordance with its Pro Rata Share) and not jointly, to indemnify, defend, and hold harmless the Seller Representative from and against any and all losses, liabilities, claims, actions, suits, judgments, damages, costs, and expenses (including reasonable attorneys' fees and disbursements, court costs, and costs of investigation) arising out of or relating to the Seller Representative's performance of his duties under this Agreement or the exercise of any authority granted hereunder, except to the extent that such losses, liabilities, claims, damages, costs, or expenses result directly from the Seller Representative's willful misconduct, gross negligence, or fraud.
4.2 Right of Setoff. The Seller Representative shall be entitled to deduct and withhold from amounts otherwise distributable to the Selling Stockholders (including from the Escrow Fund upon release, from the Expense Fund, or from any other amounts payable to the Selling Stockholders in connection with the transactions contemplated by the Purchase Agreement) any amounts necessary to satisfy any indemnification obligations of the Selling Stockholders under this Section 4. The Seller Representative shall provide reasonable advance written notice to the affected Selling Stockholders of any such deduction or withholding, together with reasonable documentation supporting the basis for such deduction or withholding, but the Seller Representative's right to deduct and withhold shall not be conditioned upon the provision of such notice.
4.3 Survival. The indemnification obligations of the Selling Stockholders under this Section 4 shall survive the termination of this Agreement and shall remain in full force and effect until the expiration of the applicable statute of limitations with respect to any claim for indemnification hereunder.
Section 5. Seller Representative Expense Fund
5.1 Establishment of Expense Fund. Each Selling Stockholder acknowledges and agrees that the sum of Five Hundred Thousand Dollars ($500,000) (the "Expense Fund") has been withheld from the aggregate closing proceeds otherwise payable to the Selling Stockholders (pro rata in accordance with each Selling Stockholder's Pro Rata Share, as set forth on Schedule A) and has been deposited into a segregated account maintained by and under the sole control of the Seller Representative. The Expense Fund shall be held by the Seller Representative in a bank account separate and apart from the personal funds of the Seller Representative and from the assets of Crestline Growth Equity Fund II LP.
5.2 Use of Expense Fund. The Expense Fund shall be used by the Seller Representative solely to pay costs and expenses incurred in connection with the performance of his duties under this Agreement, including, without limitation, fees and expenses of Whitaker, Poole & Simms LLP (as legal counsel to the Seller Representative), fees and expenses of Prumvane & Reese LLP or other accounting advisors retained in connection with the post-closing working capital adjustment or other purchase price adjustments, fees and expenses of any other professional advisors retained by the Seller Representative pursuant to Section 2.2(e), travel and communication expenses, and other reasonable out-of-pocket expenses incurred by the Seller Representative in the discharge of his duties hereunder.
5.3 Distribution of Remaining Balance. Upon termination of this Agreement in accordance with Section 10, any unused portion of the Expense Fund remaining after payment or reservation for all outstanding or anticipated expenses shall be distributed to the Selling Stockholders promptly (and in any event within thirty (30) days following the date of termination) in accordance with their respective Pro Rata Shares.
5.4 Shortfall Funding. If the Expense Fund is insufficient to cover all costs and expenses properly incurred by the Seller Representative in connection with the performance of his duties hereunder, the Selling Stockholders shall, severally (in accordance with their respective Pro Rata Shares) and not jointly, fund any such shortfall upon written request by the Seller Representative. Such written request shall set forth in reasonable detail the nature and amount of the expenses giving rise to the shortfall and shall be accompanied by supporting documentation to the extent reasonably available. Each Selling Stockholder shall remit its Pro Rata Share of the requested shortfall amount within fifteen (15) business days following receipt of such written request.
5.5 Accounting. The Seller Representative shall maintain reasonable records of all receipts and disbursements from the Expense Fund and shall provide a summary accounting to each Selling Stockholder upon written request, but not more frequently than once per calendar quarter. A final accounting of the Expense Fund shall be provided to the Selling Stockholders in connection with the termination of this Agreement.
Section 6. Decisions; Consent Thresholds
Section 6.1 — Sole Discretion Matters
Except as expressly provided in Section 6.2 and Section 6.3 below, the Seller Representative may act in his sole and absolute discretion with respect to all matters within the scope of Section 2 of this Agreement. The Seller Representative shall not be required to seek the consent, approval, or authorization of any Selling Stockholder before taking any action within his sole discretion, although the Seller Representative may, in his discretion, solicit the views of any Selling Stockholder on any matter at any time. The decision of the Seller Representative on any matter within his sole discretion shall be final, conclusive, and binding upon all Selling Stockholders.
Section 6.2 — Majority Consent Matters
Notwithstanding Section 6.1, the following actions shall require the prior written consent of Selling Stockholders holding a majority of the Pro Rata Shares (the "Majority Selling Stockholders"):
(a) the settlement or compromise of any indemnification claim or group of related indemnification claims made by any Purchaser Indemnified Party under the Purchase Agreement in an amount exceeding Five Million Dollars ($5,000,000) individually or Fifteen Million Dollars ($15,000,000) in the aggregate (taking into account all prior settlements and compromises of indemnification claims);
(b) any amendment, modification, or waiver of any provision of the Purchase Agreement or the Escrow Agreement that would materially alter the distribution waterfall, the method of calculating the Pro Rata Shares, or the economic terms applicable to the allocation of proceeds, escrow releases, or expense sharing among the Selling Stockholders;
(c) the removal or replacement of the Seller Representative, whether by voluntary resignation of the Seller Representative or by action of the Selling Stockholders pursuant to Section 9; and
(d) any release or distribution from the Escrow Fund in excess of Ten Million Dollars ($10,000,000) in connection with a single indemnification claim (other than scheduled releases upon expiration of the survival period as provided in the Escrow Agreement, which releases may be directed by the Seller Representative without the consent of the Majority Selling Stockholders).
In seeking the consent of the Majority Selling Stockholders pursuant to this Section 6.2, the Seller Representative shall provide each Selling Stockholder with reasonable advance notice of the proposed action and a reasonable description of the material terms thereof. Each Selling Stockholder shall respond to any request for consent within ten (10) business days following receipt of such request; any Selling Stockholder that fails to respond within such period shall be deemed to have consented to the proposed action.
Section 6.3 — Unanimous Consent
Any action by the Seller Representative that would disproportionately and adversely affect a particular Selling Stockholder or group of Selling Stockholders relative to the other Selling Stockholders (other than differences arising solely from differences in the Pro Rata Shares) shall require the prior written consent of such affected Selling Stockholder or Selling Stockholders. For the avoidance of doubt, an action that affects all Selling Stockholders equally in proportion to their respective Pro Rata Shares shall not be deemed to disproportionately and adversely affect any Selling Stockholder for purposes of this Section 6.3.
Section 7. No Compensation
The Seller Representative shall serve in such capacity without separate compensation. The Seller Representative shall not be entitled to any fee, salary, retainer, bonus, or other form of remuneration for the services rendered pursuant to this Agreement. Notwithstanding the foregoing, the Seller Representative shall be entitled to full reimbursement of all reasonable out-of-pocket expenses incurred in connection with the performance of his duties hereunder, which reimbursement shall be payable from the Expense Fund in the first instance or, if the Expense Fund has been exhausted, directly from the Selling Stockholders in accordance with their respective Pro Rata Shares as provided in Section 5.4. For the avoidance of doubt, nothing in this Section 7 shall prohibit the Seller Representative from receiving distributions or payments to which he or Crestline Growth Equity Fund II LP may be entitled in its capacity as a Selling Stockholder under the Purchase Agreement.
Section 8. Binding Effect; Third-Party Reliance
8.1 Binding Effect on Selling Stockholders. All actions taken by the Seller Representative within the scope of this Agreement, including without limitation the exercise of any authority described in Section 2 and the making of any decision pursuant to Section 6, shall be binding on each Selling Stockholder as fully and effectively as if such action had been taken by such Selling Stockholder directly. No Selling Stockholder shall have any right to independently take any action with respect to the matters within the scope of the Seller Representative's authority hereunder, and any attempt by a Selling Stockholder to take such independent action shall be void and of no force or effect.
8.2 Third-Party Reliance. The Purchaser, the Escrow Agent (Continental Fiduciary Trust Company), and any other Person dealing with the Seller Representative in connection with the Purchase Agreement, the Escrow Agreement, or any ancillary agreement shall be entitled to rely conclusively, and without independent inquiry, on any action taken, decision made, consent given, or notice delivered by the Seller Representative as having been duly authorized by all Selling Stockholders. Neither the Purchaser nor the Escrow Agent shall be required to verify that the Seller Representative has obtained the consent of the Selling Stockholders or any subset thereof before acting in reliance upon the Seller Representative's instructions, directions, or communications.
8.3 No Liability of Purchaser or Escrow Agent. The Purchaser and the Escrow Agent shall have no liability whatsoever to any Selling Stockholder for any actions taken, payments made, or funds released in good faith reliance upon the instructions, directions, or communications of the Seller Representative. Each Selling Stockholder hereby releases and forever discharges the Purchaser and the Escrow Agent from any and all claims, actions, causes of action, liabilities, damages, costs, and expenses arising out of or relating to any action taken by the Purchaser or the Escrow Agent in reliance upon the instructions of the Seller Representative, except to the extent such action constitutes a breach by the Purchaser or the Escrow Agent of their respective obligations under the Purchase Agreement or the Escrow Agreement that is independent of the Seller Representative's instructions.
Section 9. Resignation and Successor Appointment
9.1 Resignation. The Seller Representative may resign at any time upon not less than thirty (30) days' prior written notice to each Selling Stockholder (at the addresses set forth on Schedule A) and to the Purchaser (at the address set forth in Section 11.1). Such resignation shall not become effective until the earlier of (a) the appointment of a successor Seller Representative in accordance with Section 9.2 or (b) the expiration of such thirty (30)-day notice period.
9.2 Successor Appointment. Upon the resignation, removal, death, or incapacity of the Seller Representative, Selling Stockholders holding a majority of the Pro Rata Shares shall promptly (and in any event within thirty (30) days following the effective date of such resignation, removal, death, or incapacity) appoint a successor Seller Representative. Such appointment shall be effected by a written instrument signed by Selling Stockholders holding a majority of the Pro Rata Shares, and written notice of such appointment (identifying the successor Seller Representative and providing current contact information) shall be provided promptly to the Purchaser and the Escrow Agent. The successor Seller Representative shall, upon acceptance of such appointment, succeed to all of the rights, powers, authority, and obligations of the Seller Representative under this Agreement.
9.3 Caretaker Capacity. Until a successor Seller Representative is duly appointed and has accepted such appointment, the resigning or removed Seller Representative (or, if applicable in the case of death or incapacity, his estate, personal representative, or legal guardian) shall continue to serve in a caretaker capacity for the limited purpose of receiving notices on behalf of the Selling Stockholders, preserving and protecting the rights of the Selling Stockholders under the Purchase Agreement and the Escrow Agreement, and safeguarding the Expense Fund. During such caretaker period, the Seller Representative (or his estate or legal representative) shall not take any material discretionary action on behalf of the Selling Stockholders unless such action is necessary to prevent the lapse or forfeiture of a right or the imposition of a material liability.
Section 10. Term and Termination
10.1 Effective Date and Term. This Agreement shall become effective as of the date first written above (February 10, 2025), shall survive the Closing (which the parties currently anticipate will occur on or about April 18, 2025), and shall remain in full force and effect until the earliest of:
(a) the date on which all of the following conditions have been satisfied: (i) all amounts held in the Escrow Fund have been finally released or distributed in accordance with the terms of the Escrow Agreement, (ii) all post-closing purchase price adjustments (including the working capital adjustment and any other adjustments contemplated by the Purchase Agreement) have been finally determined and all payments required in connection therewith have been made, and (iii) all indemnification claims (whether pending, threatened, or reasonably anticipated) have been finally resolved and all related payments have been made;
(b) the date on which the Purchase Agreement is terminated prior to the Closing in accordance with its terms (including, without limitation, upon the failure of any condition precedent to the Closing or upon the mutual written agreement of the parties thereto); or
(c) the date on which all Selling Stockholders agree in writing to terminate this Agreement.
10.2 Survival. Notwithstanding the termination of this Agreement, the following provisions shall survive such termination and shall remain in full force and effect in accordance with their terms: Section 3 (Standard of Care; Exculpation), Section 4 (Indemnification of Seller Representative), Section 8 (Binding Effect; Third-Party Reliance), and Section 11 (Miscellaneous).
10.3 Post-Termination Distribution. Upon termination of this Agreement, the Seller Representative shall, within thirty (30) days following the effective date of termination, distribute any remaining amounts held in the Expense Fund to the Selling Stockholders in accordance with their respective Pro Rata Shares and shall deliver to each Selling Stockholder a final accounting of all receipts and disbursements from the Expense Fund during the term of this Agreement.
Section 11. Miscellaneous
Section 11.1 — Notices
All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing and shall be deemed duly given and effective (a) upon delivery, if delivered by hand or by a nationally recognized overnight courier service, (b) upon transmission, if sent by email with confirmation of receipt by the recipient (such confirmation to include a responsive email, a read receipt, or other affirmative acknowledgment of receipt by the recipient), or (c) on the third (3rd) business day following deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, in each case addressed as follows:
If to the Seller Representative:
Marcus Delgado Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, Massachusetts 02116
with a copy (which shall not constitute notice) to:
Rebecca Whitaker Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, Tennessee 37201
If to the Purchaser:
Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Priya Ranganathan
with a copy (which shall not constitute notice) to:
Beatrice Holloway Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020
If to a Selling Stockholder:
At the address set forth opposite such Selling Stockholder's name on Schedule A hereto, or at such other address as such Selling Stockholder may designate by written notice to the Seller Representative in accordance with this Section 11.1.
Any party may change its address for notice purposes by providing written notice of such change to all other parties in accordance with this Section 11.1.
Section 11.2 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 11.3 — Jurisdiction
Each party to this Agreement hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if the United States District Court for the District of Delaware lacks subject matter jurisdiction, any state court of the State of Delaware sitting in New Castle County) for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action, suit, or proceeding is improper or inconvenient, or that the venue of such action, suit, or proceeding is improper.
Section 11.4 — Entire Agreement
This Agreement, together with the Purchase Agreement, the Escrow Agreement, and any schedules, exhibits, or annexes attached hereto or thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings, representations, and warranties, whether oral or written, relating to the appointment and authority of the Seller Representative. No party has relied on any representation or warranty not expressly set forth in this Agreement.
Section 11.5 — Amendment
This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Seller Representative and Selling Stockholders holding a majority of the Pro Rata Shares; provided, however, that any amendment, modification, or supplement that disproportionately and adversely affects a particular Selling Stockholder relative to the other Selling Stockholders shall also require the prior written consent of such affected Selling Stockholder. No oral modification of this Agreement shall be effective for any purpose.
Section 11.6 — Waiver
No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party to be charged with such waiver. No failure or delay by any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided by law or in equity.
Section 11.7 — Severability
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against its regulatory policy, the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term, provision, covenant, or restriction is invalid, void, unenforceable, or against regulatory policy, the parties shall negotiate in good faith to modify this Agreement so as to give effect, to the greatest extent permitted by applicable law, to the original intent of the parties as reflected in the invalid, void, or unenforceable provision.
Section 11.8 — Assignment
The Seller Representative may not assign, delegate, or otherwise transfer his rights or obligations under this Agreement, in whole or in part, without the prior written consent of Selling Stockholders holding a majority of the Pro Rata Shares. Any purported assignment, delegation, or transfer in violation of this Section 11.8 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, and permitted assigns.
Section 11.9 — Counterparts
This Agreement may be executed in any number of counterparts (including by means of Brightwater Software, Ashford Health IT, or other electronic signature platform), each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart.
Section 11.10 — Relationship to Purchase Agreement
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the authority, rights, obligations, or duties of the Seller Representative, the provisions of the Purchase Agreement shall control and prevail. This Agreement is intended to supplement, and not to supersede or limit, the provisions of the Purchase Agreement relating to the Seller Representative.
Section 11.11 — No Third-Party Beneficiaries
Except as expressly provided in Section 8 of this Agreement (pursuant to which the Purchaser and the Escrow Agent are intended third-party beneficiaries for purposes of reliance upon the actions of the Seller Representative), this Agreement is not intended to, and shall not, confer upon any Person other than the parties hereto (and their respective successors, heirs, executors, administrators, and permitted assigns) any rights, remedies, obligations, or liabilities of any nature whatsoever.
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SIGNATURE PAGES TO SELLER REPRESENTATIVE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Seller Representative Agreement as of the date first written above.
SELLER REPRESENTATIVE:
MARCUS DELGADO, individually and in his capacity as Seller Representative
By: ________
Name: Marcus Delgado
Date: February 10, 2025
SELLING STOCKHOLDERS:
CRESTLINE GROWTH EQUITY FUND II LP
By: Crestline Growth Equity GP II LLC, its General Partner
By: ________
Name: Marcus Delgado
Title: Partner
Date: February 10, 2025
RYLAND FAMILY HOLDINGS LLC
By: ________
Name: Dr. Catherine Ryland
Title: Managing Member
Date: February 10, 2025
DANIEL BURCH, individually, as to rollover shares
________________________________________
Daniel Burch
Date: February 10, 2025
ANGELA MORETTI, individually, as to rollover shares
________________________________________
Angela Moretti
Date: February 10, 2025
DR. SAMIR PATEL, individually, as to rollover shares
________________________________________
Dr. Samir Patel
Date: February 10, 2025
KAREN TOLLIVER, individually, as to rollover shares
________________________________________
Karen Tolliver
Date: February 10, 2025
ACKNOWLEDGED AND AGREED (solely for purposes of Sections 8 and 11.1 of this Agreement):
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Graham Whitfield
Title: President
Date: February 10, 2025
SCHEDULE A
SELLING STOCKHOLDERS; PRO RATA SHARES; ADDRESSES
The following table sets forth the name and address of each Selling Stockholder, together with such Selling Stockholder's Pro Rata Share and its corresponding allocations of the Escrow Fund and the Expense Fund:
Note: Individual management rollover stockholders and their respective sub-allocations within the 12.3% aggregate Pro Rata Share are set forth on Annex 1 to this Schedule A. Annex 1 includes the following individual management rollover stockholders: Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver, together with their individual ownership percentages and corresponding escrow and expense fund sub-allocations. In the event of any discrepancy between this Schedule A and Annex 1 with respect to the aggregate management rollover stockholder allocations, this Schedule A shall control.
Selling Stockholder | Pro Rata Share (%) | Escrow Allocation ($49,600,000) | Expense Fund Allocation ($500,000) | Notice Address
Crestline Growth Equity Fund II LP | 68.2% | $33,827,200 | $341,000 | 200 Clarendon Street, 42nd Floor, Boston, MA 02116; Attn: Marcus Delgado
Ryland Family Holdings LLC | 19.5% | $9,672,000 | $97,500 | c/o Dr. Catherine Ryland, 4200 West End Avenue, Suite 1100, Nashville, TN 37205
Management Rollover Stockholders (aggregate) | 12.3% | $6,100,800 | $61,500 | c/o Daniel Burch, CEO, MedVance Health Systems, Inc., 4200 West End Avenue, Suite 1100, Nashville, TN 37205
Total | 100.0% | $49,600,000 | $500,000

SELLER REPRESENTATIVE AGREEMENT

RECITALS

SIGNATURE PAGES TO SELLER REPRESENTATIVE AGREEMENT

SELLER REPRESENTATIVE:

SELLING STOCKHOLDERS:

CRESTLINE GROWTH EQUITY FUND II LP

RYLAND FAMILY HOLDINGS LLC

ARDENT HEALTHCARE HOLDINGS INC.

SCHEDULE A

Record

Parties

Dates

Amounts