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Contract analysis Extract to table

STOCK PURCHASE AGREEMENT

dated as of February 10, 2025

among

ARDENT HEALTHCARE HOLDINGS INC., as Purchaser,

THE SELLING STOCKHOLDERS IDENTIFIED HEREIN,

and

MEDVANCE HEALTH SYSTEMS, INC., as the Company

________________________________________

Purchase and Sale of 100% of the Issued and Outstanding Common Stock of MedVance Health Systems, Inc.

________________________________________

RECITALS

WHEREAS, MedVance Health Systems, Inc., a Delaware corporation (the "Company"), with its principal offices located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205, is engaged in the business of owning and operating healthcare facilities and providing related healthcare services across the southeastern United States;

WHEREAS, the Company was founded in 2009 by Dr. Catherine Ryland and currently owns and operates healthcare facilities in the States of Tennessee, Alabama, Georgia, and Kentucky, serving patients through a diversified platform of acute care, outpatient, and specialty healthcare services;

WHEREAS, the Selling Stockholders (as defined below) collectively own 100% of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares"), allocated as follows: (a) Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), owns approximately 68.2% of the outstanding Shares; (b) Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), owns approximately 19.5% of the outstanding Shares; and (c) the individuals identified on Schedule A hereto (the "Management Rollover Group"), collectively own approximately 12.3% of the outstanding Shares;

WHEREAS, Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), is a newly formed acquisition vehicle organized under the laws of the State of Delaware on January 8, 2025, and is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital");

WHEREAS, Ardent Capital Management III LLC, a Delaware limited liability company ("Ardent GP"), serves as the general partner of Ardent Capital and directs the management and investment activities of Ardent Capital;

WHEREAS, the Purchaser desires to purchase from the Selling Stockholders, and the Selling Stockholders desire to sell to the Purchaser, all of the issued and outstanding Shares, subject to and upon the terms and conditions set forth in this Agreement;

WHEREAS, certain members of the Management Rollover Group will, simultaneously with the Closing, reinvest a portion of their sale proceeds into equity interests of the Purchaser or its parent entity pursuant to separate Rollover Agreements to be executed on or prior to the Closing Date;

WHEREAS, the Purchaser has obtained debt financing commitments from Ridgeline National Bank, N.A. ("Ridgeline"), as administrative agent and lead arranger, and Pinnacle Commercial Credit Corp. ("Pinnacle"), as co-lender, consisting of (i) a $340,000,000 senior secured term loan B facility and (ii) a $50,000,000 revolving credit facility, each on the terms and conditions set forth in the Debt Commitment Letters delivered to the Selling Stockholders concurrently herewith;

WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are entering into an Escrow Agreement (the "Escrow Agreement") with Continental Fiduciary Trust Company (the "Escrow Agent"), which provides for the deposit of $49,600,000 of the Purchase Price into an escrow account to secure certain post-closing obligations of the Selling Stockholders as more fully described herein;

WHEREAS, the Purchaser has obtained a representations and warranties insurance policy (Policy No. NSI-POLI-2025-04418) issued by Northbridge Specialty Insurance Company (the "R&W Insurance Policy"), brokered by Velthorn Risk Advisors LLC, with a policy limit of $62,000,000 and a retention of $6,200,000, which policy is intended to provide the Purchaser with an additional source of recovery for certain losses arising from breaches of representations and warranties contained herein; and

WHEREAS, the parties desire to set forth herein the terms and conditions upon which the purchase and sale of the Shares shall be consummated.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto 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:

"Acquisition Proposal" means any inquiry, proposal, or offer from any Third Party (whether or not in writing and whether or not delivered to the Company, any Selling Stockholder, or any of their respective representatives) relating to any (a) merger, consolidation, business combination, or similar transaction involving the Company, (b) sale, lease, exchange, transfer, license, or disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions, (c) purchase or acquisition, directly or indirectly, of beneficial ownership of any equity securities of the Company representing twenty percent (20%) or more of the total outstanding equity securities of the Company, or (d) recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving the Company, in each case other than the transactions contemplated by this Agreement.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, with the concept of "control" as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Agreement, neither the Company nor any of its subsidiaries shall be deemed to be Affiliates of the Selling Stockholders from and after the Closing.

"Aggregate Seller Proceeds" means an amount equal to (a) the Purchase Price, minus (b) the Escrow Amount, minus (c) the Seller Transaction Expenses as set forth on the Closing Payment Certificate, minus (d) the amount of the Existing Debt repaid at Closing, plus or minus (e) any adjustment to the Purchase Price at Closing based on the Estimated Closing Working Capital pursuant to Section 2.6(b).

"Agreement" means this Stock Purchase Agreement, including all Exhibits, Schedules, and Disclosure Schedules attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Ardent Capital" means Ardent Capital Partners III LP, a Delaware limited partnership.

"Ardent GP" means Ardent Capital Management III LLC, a Delaware limited liability company, serving as the general partner of Ardent Capital.

"Balance Sheet Date" means December 31, 2024.

"Bankruptcy and Equity Exceptions" means (a) the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or preferential transfer, or similar Laws relating to or affecting creditors' rights generally, and (b) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), regardless of whether enforceability is considered in a proceeding at law or in equity.

"Business Day" means any day other than a Saturday, a Sunday, or any day on which banking institutions in the City of New York, New York, or the City of Nashville, Tennessee, are authorized or required by applicable Law or executive order to close.

"Cap" has the meaning set forth in Section 10.4(a).

"Cash" means all cash and cash equivalents (including marketable securities, short-term investments, and amounts on deposit in any bank or other financial institution) of the Company as of the Closing, determined in accordance with GAAP, but excluding any restricted cash or cash held in escrow or trust for the benefit of Third Parties.

"Change of Control" means, with respect to any Person, any transaction or series of related transactions resulting in a change of control (as determined under the applicable Contract, Permit, or Law) of such Person, including without limitation any direct or indirect transfer of a majority of the voting equity securities of such Person, any merger or consolidation in which such Person is not the surviving entity, or any sale of all or substantially all of the assets of such Person. The transactions contemplated by this Agreement constitute a Change of Control of the Company.

"Closing" has the meaning set forth in Section 3.1.

"Closing Date" has the meaning set forth in Section 3.1.

"Closing Payment Certificate" has the meaning set forth in Section 2.4.

"Closing Statement" has the meaning set forth in Section 2.6(c).

"Closing Working Capital" has the meaning set forth in Section 2.6(a).

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

"Collar" has the meaning set forth in Section 2.6(b), referring to the Working Capital Collar.

"Company" means MedVance Health Systems, Inc., a Delaware corporation (Delaware File No. 4938217; EIN 62-7083149), with its principal offices located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205.

"Company Material Adverse Effect" means any event, change, circumstance, development, occurrence, state of facts, or condition that, individually or in the aggregate with all other events, changes, circumstances, developments, occurrences, states of facts, or conditions, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, financial condition, or results of operations of the Company, taken as a whole, or (b) the ability of the Selling Stockholders or the Company to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, either alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) changes or conditions affecting the United States or global economy generally; (ii) changes or conditions generally affecting the healthcare industry in the United States; (iii) changes in applicable Law or in GAAP or other applicable accounting standards, or in the interpretation or enforcement thereof, after the date hereof; (iv) any outbreak or escalation of hostilities, declared or undeclared acts of war, armed conflict, or terrorism; (v) any hurricane, tornado, earthquake, flood, pandemic, epidemic, or other natural disaster or public health emergency; (vi) changes in financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index); (vii) any effect resulting from the public announcement or pendency of this Agreement or the transactions contemplated hereby, including any impact on relationships with customers, suppliers, payors, employees, or Governmental Authorities; (viii) any action taken or omitted to be taken by the Company at the express written request or direction of the Purchaser; or (ix) any failure of the Company to meet any internal or published projections, forecasts, or revenue or earnings predictions (provided that the underlying causes of such failure may be considered in determining whether a Company Material Adverse Effect has occurred, except to the extent such causes are otherwise excluded by clauses (i) through (viii) above); provided, further, that the exceptions set forth in clauses (i) through (vi) above shall apply only to the extent that such events, changes, or conditions do not disproportionately affect the Company relative to other participants in the healthcare industry in the geographic markets in which the Company operates.

"Confidentiality Agreement" means that certain Confidentiality Agreement, dated as of September 15, 2024, between the Company and Ardent Capital Management III LLC.

"Consent" means any approval, consent, ratification, waiver, license, permit, order, authorization, registration, declaration, or filing with, or notification to, any Person.

"Contract" means any legally binding written or oral agreement, contract, lease, sublease, license, sublicense, instrument, indenture, note, bond, mortgage, loan, commitment, undertaking, obligation, or arrangement.

"Crestline" means Crestline Growth Equity Fund II LP, a Delaware limited partnership (EIN 04-8291653), with its principal office at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116.

"D&O Tail Policy" has the meaning set forth in Section 7.7.

"Debt Commitment Letters" means, collectively, (a) the commitment letter, dated as of February 10, 2025, from Ridgeline National Bank, N.A., as administrative agent and lead arranger, relating to the senior secured term loan B facility and the revolving credit facility, and (b) the commitment letter, dated as of February 10, 2025, from Pinnacle Commercial Credit Corp., as co-lender, together with all exhibits, annexes, schedules, term sheets, and fee letters attached thereto (subject to customary redaction of fee amounts and market flex provisions).

"Debt Financing" means the financing contemplated by the Debt Commitment Letters, consisting of a $340,000,000 senior secured term loan B facility and a $50,000,000 revolving credit facility.

"Deductible" has the meaning set forth in Section 10.4(b).

"Disclosure Schedules" means the disclosure schedules delivered by the Company and the Selling Stockholders to the Purchaser concurrently with the execution and delivery of this Agreement, as such schedules may be updated prior to Closing in accordance with the terms of this Agreement.

"Dispute Notice" has the meaning set forth in Section 2.6(d).

"Environmental Law" means any and all applicable federal, state, local, or foreign Laws, regulations, ordinances, orders, decrees, permits, or similar provisions having the force or effect of Law, relating to pollution, the protection of the environment, natural resources, human health and safety (as relating to exposure to Hazardous Materials), or the release, threatened release, generation, manufacture, handling, transport, use, treatment, storage, or disposal of any Hazardous Materials, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., and all analogous state Laws.

"Employee Benefit Plan" means any (a) "employee benefit plan" as defined in Section 3(3) of ERISA, (b) compensation, employment, consulting, incentive, bonus, profit-sharing, equity or equity-based compensation, deferred compensation, retention, change of control, severance, termination, retirement, pension, savings, health, welfare, vacation, disability, death benefit, or fringe benefit plan, program, policy, agreement, or arrangement, in each case, whether or not subject to ERISA, or (c) any other plan, program, policy, agreement, or arrangement providing compensation or benefits to any current or former employee, officer, director, or independent contractor of the Company.

"Equity Commitment Letter" means the commitment letter, dated as of February 10, 2025, from Ardent Capital Partners III LP, committing to provide equity in the amount of $290,000,000 to the Purchaser in connection with the transactions contemplated hereby.

"Equity Financing" means the equity financing contemplated by the Equity Commitment Letter.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

"Escrow Account" means Account No. CFT-ESC-2025-00327 at Continental Fiduciary Trust Company.

"Escrow Agent" means Continental Fiduciary Trust Company, with its office at 111 Wall Street, New York, New York 10005.

"Escrow Agreement" means that certain Escrow Agreement, dated as of the date hereof, among the Purchaser, the Seller Representative (on behalf of the Selling Stockholders), and the Escrow Agent, in the form attached hereto as Exhibit A.

"Escrow Amount" means $49,600,000, representing eight percent (8%) of the Purchase Price.

"Escrow Release Date" means October 18, 2026, the date that is eighteen (18) months following the anticipated Closing Date of April 18, 2025.

"Estimated Closing Working Capital" has the meaning set forth in Section 2.6(b).

"Existing Debt" means the outstanding Indebtedness of the Company under that certain Credit Agreement, dated as of June 14, 2019, as amended, by and between the Company and Granton Savings Bank, N.A., as lender and administrative agent, in the aggregate principal amount of approximately $41,300,000 as of the date hereof, together with all accrued and unpaid interest, fees, prepayment premiums (if any), and other amounts due and payable thereunder, which Indebtedness shall be repaid in full at the Closing.

"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended.

"Fraud" means actual and intentional fraud (and not constructive fraud, negligent misrepresentation, or any similar theory based on constructive knowledge, recklessness, or negligence) committed by a party with respect to the making of any representation or warranty expressly set forth in this Agreement, where (a) such representation or warranty was inaccurate when made, (b) the party making such representation or warranty had actual knowledge (and not imputed or constructive knowledge) that such representation or warranty was inaccurate when made, (c) such party made such representation or warranty with the intent to deceive the other party, and (d) the other party acted in reasonable reliance on such inaccurate representation or warranty, to its detriment.

"Fundamental Representations" has the meaning set forth in Section 10.1(a)(i).

"GAAP" means generally accepted accounting principles in the United States of America, applied consistently throughout the periods involved and consistent with the methodology used in the preparation of the Company's most recent audited financial statements.

"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other governmental or quasi-governmental authority of any nature, including any governmental or regulatory agency, department, bureau, board, commission, court, tribunal, arbitral body, or instrumentality, or any political or other subdivision or department thereof, and any self-regulatory organization.

"Hazardous Materials" means any pollutant, contaminant, chemical, waste, or any toxic, hazardous, radioactive, infectious, or dangerous substance, material, or waste, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-based paint, and any substance regulated pursuant to any Environmental Law.

"Healthcare Laws" means all applicable Laws relating to the regulation of healthcare services, healthcare facilities, healthcare providers, or healthcare programs, including without limitation (a) the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and the regulations promulgated thereunder, (b) the Physician Self-Referral Law (commonly known as the Stark Law) (42 U.S.C. § 1395nn) and the regulations promulgated thereunder, (c) the federal False Claims Act (31 U.S.C. §§ 3729–3733), (d) the federal Program Fraud Civil Remedies Act (31 U.S.C. §§ 3801–3812), (e) 42 U.S.C. § 1320a-7 (exclusion from federal healthcare programs), (f) 42 U.S.C. § 1320a-7a (civil monetary penalties), (g) HIPAA, (h) the Patient Protection and Affordable Care Act (Pub. L. 111-148), (i) all applicable state healthcare facility licensure, certification, and certificate of need Laws, (j) all applicable Laws governing participation in, and reimbursement from, federal and state healthcare programs (including Medicare, Medicaid, and TRICARE), and (k) all analogous state Laws.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191), as amended by the Health Information Technology for Economic and Clinical Health Act (Pub. L. 111-5) ("HITECH"), and the regulations promulgated thereunder, including the Standards for Privacy of Individually Identifiable Health Information, the Security Standards for the Protection of Electronic Protected Health Information, and the Standards for Electronic Transactions and Code Sets, each as codified at 45 C.F.R. Parts 160, 162, and 164.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a), and the rules and regulations promulgated thereunder.

"Indebtedness" means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements, (d) all obligations of such Person under capital leases or financing leases (as determined in accordance with GAAP as in effect on the date hereof), (e) 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), (f) all obligations of such Person under letters of credit, bankers' acceptances, and similar credit transactions, (g) all obligations of such Person under interest rate, currency, or commodity swaps, hedges, or similar arrangements, (h) all guarantees of any of the foregoing obligations of any other Person, (i) all Indebtedness of another Person secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, and (j) all accrued and unpaid interest, fees, premiums (including any prepayment premium or breakage cost), penalties, expenses, and other amounts payable in respect of any of the foregoing.

"Indemnification Cap" has the meaning set forth in Section 10.4(a).

"Indemnified Party" means any Purchaser Indemnified Party or Seller Indemnified Party, as applicable.

"Indemnifying Party" means the party or parties from whom indemnification is sought pursuant to Article X.

"Independent Accountant" has the meaning set forth in Section 2.6(e).

"intellectual Property" means all intellectual property rights of any kind or nature, including (a) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, and extensions thereof, (b) trademarks, service marks, trade names, trade dress, logos, slogans, and all registrations, applications for registration, and renewals thereof, together with all goodwill associated therewith, (c) copyrights and copyrightable works, and all registrations, applications for registration, and renewals thereof, (d) trade secrets, know-how, processes, techniques, methods, formulae, and confidential business information, (e) Internet domain names and social media accounts, and (f) all other proprietary rights relating to any of the foregoing.

"Interim Financial Statements" has the meaning set forth in Section 4.5(a).

"Key Employee" means each of Daniel Burch (Chief Executive Officer), Angela Moretti (Chief Financial Officer), Dr. Samir Patel (Chief Medical Officer), and Karen Tolliver (Chief Operating Officer).

"Knowledge of the Company" (or words of similar import, such as "to the Company's knowledge") means the actual knowledge of the following individuals, in each case after reasonable inquiry of their respective direct reports: Daniel Burch (Chief Executive Officer), Angela Moretti (Chief Financial Officer), Dr. Samir Patel (Chief Medical Officer), and Karen Tolliver (Chief Operating Officer).

"Law" means any applicable federal, state, local, municipal, foreign, supranational, or other statute, law, code, ordinance, regulation, rule, order, judgment, injunction, decree, writ, permit, franchise, or governmental requirement enacted, promulgated, issued, entered, amended, or enforced by any Governmental Authority.

"Lien" means any mortgage, lien, pledge, charge, security interest, claim, equity, encumbrance, restriction on transfer, conditional sale agreement, right of first refusal, right of first offer, option, or other similar restriction or adverse claim of any kind.

"Losses" means any and all damages, losses, liabilities, obligations, penalties, fines, judgments, claims, deficiencies, costs, and expenses (including reasonable attorneys' fees, accountants' fees, consultants' fees, disbursements, and expenses of investigation, defense, and enforcement of rights), whether or not involving a Third Party claim.

"Management Rollover Group" means the individuals listed on Schedule A hereto who are current officers or employees of the Company and who hold Shares of the Company as of the date hereof.

"Material Contract" has the meaning set forth in Section 4.9(a).

"Order" means any order, writ, judgment, injunction, decree, stipulation, determination, decision, ruling, or award issued, entered, or made by any Governmental Authority.

"Outside Date" has the meaning set forth in Section 9.1(b).

"Permit" means any permit, license, franchise, approval, authorization, consent, registration, certificate, exemption, variance, order, or similar right issued by or obtained from any Governmental Authority.

"Permitted Liens" means (a) statutory liens for current Taxes not yet due and delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics', carriers', workers', repairers', materialmen's, warehousemen's, and other similar liens arising or incurred in the ordinary course of business consistent with past practice or by operation of Law with respect to a liability that is not yet due or delinquent, (c) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, and other social security Laws, (d) zoning, building, entitlement, conservation restriction, and other land use and environmental regulations imposed by any Governmental Authority, (e) easements, covenants, conditions, restrictions, encroachments, and other similar matters affecting title to real property that do not materially impair the use of such property for the purposes for which it is currently used, and (f) non-exclusive licenses of intellectual Property granted in the ordinary course of business.

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

"Post-Closing Taxes" means all Taxes of the Company attributable to taxable periods (or portions thereof) beginning after the Closing Date, as determined in accordance with Section 7.6(c).

"Pre-Closing Tax Returns" has the meaning set forth in Section 7.6(b).

"Pre-Closing Taxes" means all Taxes of the Company attributable to taxable periods (or portions thereof) ending on or before the Closing Date, as determined in accordance with Section 7.6(c).

"Pro Rata Portion" means, with respect to each Selling Stockholder, the percentage of the total outstanding Shares owned by such Selling Stockholder as set forth on Schedule A hereto, which percentages are as follows: Crestline — 68.2%; Ryland Holdings — 19.5%; and the Management Rollover Group (in the aggregate) — 12.3% (with the individual allocations among members of the Management Rollover Group as set forth on Schedule A).

"Purchase Price" has the meaning set forth in Section 2.2.

"Purchaser" means Ardent Healthcare Holdings Inc., a Delaware corporation (Delaware File No. 7201548; EIN 93-2047861), with its principal office c/o Ardent Capital Management III LLC, 599 Lexington Avenue, 34th Floor, New York, New York 10022.

"Purchaser Indemnified Parties" has the meaning set forth in Section 10.2.

"R&W Insurance Policy" means that certain representations and warranties insurance policy, Policy No. NSI-POLI-2025-04418, issued by Northbridge Specialty Insurance Company and brokered by Velthorn Risk Advisors LLC, with a policy limit of $62,000,000 and a retention of $6,200,000, as in effect on the date hereof.

"Review Period" has the meaning set forth in Section 2.6(d).

"Rollover Agreements" means the rollover equity subscription agreements to be entered into by certain members of the Management Rollover Group with the Purchaser or Ardent Capital Partners III LP at or prior to the Closing, in the form attached hereto as Exhibit C.

"Ryland Holdings" means Ryland Family Holdings LLC, a Tennessee limited liability company.

"Seller Indemnified Parties" has the meaning set forth in Section 10.3.

"Seller Representative" has the meaning set forth in Section 11.14.

"Seller Representative Agreement" means the agreement designating and empowering the Seller Representative, in the form attached hereto as Exhibit D.

"Seller Transaction Expense Cap" means $12,000,000 in the aggregate.

"Seller Transaction Expenses" means all fees, costs, and expenses incurred by or on behalf of the Selling Stockholders and the Company in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) the advisory fees payable to Pemberton Marsh Securities LLC, (b) legal fees and expenses payable to Whitaker, Poole & Simms LLP, (c) accounting fees payable to Prumvane & Reese LLP, (d) the premium for the D&O Tail Policy, and (e) all other fees, costs, and expenses of the Company and the Selling Stockholders incurred in connection with the transactions, in each case to the extent not paid prior to the Closing Date; provided, that the aggregate amount of Seller Transaction Expenses shall not exceed the Seller Transaction Expense Cap.

"Selling Stockholders" means, collectively, Crestline, Ryland Holdings, and each member of the Management Rollover Group, and "Selling Stockholder" means any one of them.

"Shares" means 100% of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company.

"Solvent" means, with respect to any Person as of any date of determination, that (a) the fair value of the assets of such Person, on a going-concern basis, exceeds the total amount of the liabilities (including contingent and unliquidated liabilities) of such Person as of such date, (b) such Person is able to pay its debts and obligations as they become due in the ordinary course of business, and (c) such Person has adequate capital for the conduct of its business as presently conducted and as proposed to be conducted.

"Survival Period" has the meaning set forth in Section 10.1.

"Target Working Capital" means $34,500,000.

"Tax" or "Taxes" means all federal, state, local, and foreign income, gross receipts, license, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security (or similar), unemployment, disability, payroll, withholding, and other taxes of any kind whatsoever, and any interest, penalties, additions to tax, and additional amounts imposed by any Governmental Authority with respect thereto.

"Tax Return" means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Law relating to any Tax.

"Third Party" means any Person other than the parties to this Agreement and their respective Affiliates.

"Transfer Taxes" has the meaning set forth in Section 7.6(a).

"Treasury Regulations" means the regulations promulgated under the Code by the United States Department of the Treasury.

"Working Capital Collar" means the range of plus or minus $2,000,000 from the Target Working Capital, being the range from $32,500,000 to $36,500,000, inclusive.

"Working Capital Methodology" means the specific line-item methodology for calculating the Closing Working Capital, as set forth on Exhibit B hereto.

Section 1.2 — Interpretation

In this Agreement, unless the context otherwise requires:

(a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.

(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

(c) The words "herein," "hereof," "hereunder," "hereby," "hereto," and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision.

(d) Unless the context otherwise requires, the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

(e) References to "$" or "dollars" shall mean United States dollars.

(f) References to "days" shall mean calendar days unless otherwise specified as "Business Days."

(g) All references to "Articles," "Sections," "Exhibits," "Schedules," and "Annexes" are references to the Articles, Sections, Exhibits, Schedules, and Annexes of and to this Agreement, unless the context otherwise requires.

(h) All accounting terms not otherwise defined herein shall have the meanings assigned to them under GAAP.

(i) The parties have jointly participated in the negotiation and drafting of this Agreement. In the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(j) Any reference to any Law shall be deemed also to refer to all rules, regulations, and guidance promulgated thereunder, in each case as amended from time to time.

(k) The term "made available" (and words of similar import) means that the relevant documents or information were posted to the virtual data room hosted by Sundial Technologies (Project Keystone) at least two (2) Business Days prior to the date hereof, or were otherwise delivered to the Purchaser or its representatives prior to such date.

ARTICLE II — PURCHASE AND SALE

Section 2.1 — Purchase and Sale of the Shares

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Selling Stockholder shall sell, transfer, assign, convey, and deliver to the Purchaser, and the Purchaser shall purchase, acquire, and accept from each Selling Stockholder, all of the Shares owned by such Selling Stockholder, free and clear of all Liens (other than restrictions arising under applicable federal and state securities laws), in exchange for payment of such Selling Stockholder's Pro Rata Portion of the Purchase Price (as adjusted pursuant to Section 2.6 and subject to the deductions set forth in Section 2.3). The ownership percentages and Pro Rata Portions of each Selling Stockholder are as follows: Crestline — 68.2%; Ryland Holdings — 19.5%; and the Management Rollover Group (in the aggregate) — 12.3%, with the individual allocations among members of the Management Rollover Group as set forth on Schedule A. At the Closing, good, valid, and marketable title to the Shares shall pass from each Selling Stockholder to the Purchaser, free and clear of all Liens (other than Liens arising under applicable federal and state securities laws and Liens created by the Purchaser or its Affiliates).

Section 2.2 — Purchase Price

The aggregate purchase price for the Shares shall be Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), subject to adjustment as provided in Section 2.6. The Purchase Price represents an enterprise value for the Company of approximately 7.9x the Company's 2024 Adjusted EBITDA of $78,400,000, as determined by the parties based on the quality of earnings analysis performed by Blackwell Thornton LLP and the parties' respective valuations of the Company's business, assets, and prospects.

Section 2.3 — Payment of Purchase Price at Closing

At the Closing, the Purchase Price (as adjusted pursuant to Section 2.6(b)) shall be paid as follows:

(a) Escrow Deposit. The Purchaser shall deposit, or cause to be deposited, with the Escrow Agent the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000), by wire transfer of immediately available funds to Escrow Account No. CFT-ESC-2025-00327 at Continental Fiduciary Trust Company, 111 Wall Street, New York, New York 10005, in accordance with the terms and conditions of the Escrow Agreement. The Escrow Amount shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement, and shall serve as security for the Selling Stockholders' indemnification obligations under Article X and for any post-closing working capital adjustment payments owed by the Selling Stockholders under Section 2.6(f). The Escrow Amount shall be allocated among the Selling Stockholders in accordance with their respective Pro Rata Portions for all purposes under this Agreement.

(b) Repayment of Existing Debt. The Purchaser shall pay, or cause to be paid, on behalf of the Company, the Existing Debt in full, by wire transfer of immediately available funds to the account or accounts designated by Granton Savings Bank, N.A. in its payoff letter delivered pursuant to Section 3.2(d). As of the date hereof, the Existing Debt consists of outstanding principal in the approximate amount of $41,300,000, together with all accrued and unpaid interest, fees, prepayment premiums (if any), and all other amounts due and payable under the Credit Agreement with Granton Savings Bank, N.A. The Company shall deliver to the Purchaser, at or prior to the Closing, payoff letters from Granton Savings Bank, N.A. in form and substance reasonably satisfactory to the Purchaser, together with UCC-3 termination statements and such other instruments and documents as may be necessary or appropriate to evidence the release of all Liens securing the Existing Debt.

(c) Payment of Seller Transaction Expenses. The Purchaser shall pay, or cause to be paid, on behalf of the Company and the Selling Stockholders, the Seller Transaction Expenses as set forth on the Closing Payment Certificate, up to the Seller Transaction Expense Cap of Twelve Million Dollars ($12,000,000), by wire transfer of immediately available funds to the respective accounts designated by each payee on the Closing Payment Certificate. The expected components of the Seller Transaction Expenses are as follows:

(i) Pemberton Marsh Securities LLC — financial advisory fee: $5,580,000;

(ii) Whitaker, Poole & Simms LLP — legal fees and expenses (estimated): $3,200,000;

(iii) Prumvane & Reese LLP — accounting and audit fees (estimated): $1,850,000;

(iv) Sentinel Indemnity Group — D&O Tail Policy premium: $485,000;

(v) Other Company transaction expenses (including data room costs, printing, and miscellaneous fees): estimated aggregate of $885,000.

The final amounts of Seller Transaction Expenses shall be set forth on the Closing Payment Certificate and shall be subject to the Seller Transaction Expense Cap. To the extent that aggregate Seller Transaction Expenses exceed the Seller Transaction Expense Cap, such excess shall be the sole responsibility of the Selling Stockholders and shall be indemnified pursuant to Section 10.2(c).

(d) Payment to Selling Stockholders. The Purchaser shall pay the remainder of the Purchase Price (being the Purchase Price, less the Escrow Amount, less the Existing Debt payoff amount, less the Seller Transaction Expenses, plus or minus the Estimated Closing Working Capital adjustment pursuant to Section 2.6(b)) to each Selling Stockholder in proportion to its respective Pro Rata Portion, by wire transfer of immediately available funds to the bank account or accounts designated by each Selling Stockholder on the Closing Payment Certificate delivered pursuant to Section 2.4; provided, that the portion of the Purchase Price otherwise payable to any member of the Management Rollover Group who has executed a Rollover Agreement shall be reduced by the amount of such member's rollover equity contribution pursuant to the applicable Rollover Agreement (the aggregate rollover equity contributions being approximately $18,600,000, with the individual amounts allocated as set forth on Schedule A). Each such member's rollover equity contribution shall instead be applied by the Purchaser (or its parent, Ardent Capital Partners III LP, as applicable) as payment for equity interests in the Purchaser or its parent, as provided in the applicable Rollover Agreement.

Section 2.4 — Closing Payment Certificate

No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a certificate (the "Closing Payment Certificate"), certified by Angela Moretti, the Chief Financial Officer of the Company, setting forth in reasonable detail:

(a) the Company's good faith estimate of the Closing Working Capital (the Estimated Closing Working Capital), calculated in accordance with the Working Capital Methodology set forth in Exhibit B, together with reasonable supporting documentation and calculations;

(b) the aggregate amount of the Existing Debt as of the anticipated Closing Date, together with a breakdown of outstanding principal, accrued interest, fees, and any prepayment premium, and wire transfer instructions for the payoff of such Existing Debt;

(c) the aggregate Seller Transaction Expenses, together with a line-item breakdown of each component and evidence that such amounts do not exceed the Seller Transaction Expense Cap;

(d) wire transfer instructions (including bank name, ABA routing number, account number, account name, and reference information) for each Selling Stockholder and for each payee of Seller Transaction Expenses; and

(e) a detailed calculation of each Selling Stockholder's Pro Rata Portion of the net closing payment, after giving effect to the Escrow Amount, the Existing Debt payoff, the Seller Transaction Expenses, the Estimated Closing Working Capital adjustment, and the rollover equity contributions under the Rollover Agreements.

The Purchaser shall have the right to review the Closing Payment Certificate and the underlying calculations and documentation and to raise any objections thereto prior to the Closing. The Company and the Purchaser shall cooperate in good faith to resolve any such objections. The delivery of the Closing Payment Certificate shall not limit any post-closing rights of the Purchaser under Section 2.6.

Section 2.5 — Withholding

The Purchaser shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement to any Selling Stockholder or other Person such amounts as the Purchaser is required to deduct and withhold under the Code or any provision of applicable federal, state, local, or foreign Tax Law. To the extent that any such amounts are so deducted and withheld and properly remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Purchaser shall use commercially reasonable efforts to provide the Seller Representative with at least five (5) Business Days' prior written notice of any intended withholding (other than any withholding required as a result of a Selling Stockholder's failure to deliver the applicable FIRPTA certificate described in Section 3.2(h)) and shall cooperate with the Seller Representative to minimize or eliminate any such withholding to the extent permitted by applicable Law.

Section 2.6 — Working Capital Adjustment

(a) Definitions. "Closing Working Capital" means the current assets of the Company minus the current liabilities of the Company, in each case determined as of the close of business on the Business Day immediately prior to the Closing Date, calculated in accordance with GAAP applied using the same accounting methods, practices, principles, policies, and estimation methodologies (including with respect to the nature and classification of accounts, accrual levels, and reserves) used by the Company in preparing its most recent audited financial statements for the fiscal year ended December 31, 2024, and subject to the specific line-item methodology and adjustments set forth on Exhibit B hereto (the "Working Capital Methodology"). For the avoidance of doubt, Closing Working Capital shall exclude (i) the current portion of any Indebtedness, (ii) Seller Transaction Expenses, (iii) income Tax receivables and income Tax payables, (iv) deferred Tax assets and deferred Tax liabilities, and (v) any intercompany receivables or payables with any Selling Stockholder or its Affiliates.

(b) Estimated Closing Working Capital. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser (as part of the Closing Payment Certificate) a good faith estimate of the Closing Working Capital (the "Estimated Closing Working Capital"), together with reasonable supporting documentation and work papers. The Purchase Price payable at the Closing shall be adjusted as follows:

(i) If the Estimated Closing Working Capital exceeds the upper boundary of the Working Capital Collar (i.e., exceeds $36,500,000), the Purchase Price payable at the Closing shall be increased, dollar-for-dollar, by the amount by which the Estimated Closing Working Capital exceeds $36,500,000.

(ii) If the Estimated Closing Working Capital is less than the lower boundary of the Working Capital Collar (i.e., is less than $32,500,000), the Purchase Price payable at the Closing shall be decreased, dollar-for-dollar, by the amount by which $32,500,000 exceeds the Estimated Closing Working Capital.

(iii) If the Estimated Closing Working Capital falls within the Working Capital Collar (i.e., is equal to or greater than $32,500,000 and equal to or less than $36,500,000), no adjustment to the Purchase Price shall be made at Closing based on the Estimated Closing Working Capital.

(c) Post-Closing Determination. Within ninety (90) days following the Closing Date (i.e., on or before July 17, 2025, assuming a Closing Date of April 18, 2025), the Purchaser shall prepare and deliver to the Seller Representative a written statement (the "Closing Statement") setting forth the Purchaser's good faith calculation of the Closing Working Capital, determined in accordance with the Working Capital Methodology, together with reasonable supporting documentation, work papers, and access to back-up materials. The Purchaser shall prepare the Closing Statement in good faith and in accordance with GAAP and the Working Capital Methodology, without any intent to over- or understate the Closing Working Capital.

(d) Review Period. The Seller Representative shall have a period of thirty (30) days following receipt of the Closing Statement (the "Review Period") to review the Closing Statement. During the Review Period, the Purchaser shall provide the Seller Representative and its representatives with reasonable access to the books, records, work papers, and personnel of the Company to the extent relevant to the Seller Representative's review of the Closing Statement. If the Seller Representative does not deliver a written notice of disagreement (a "Dispute Notice") to the Purchaser within the Review Period, setting forth in reasonable detail the items or amounts that the Seller Representative disputes and the Seller Representative's proposed adjustments thereto, then the Closing Statement as delivered by the Purchaser shall be deemed final, conclusive, and binding on all parties for all purposes of this Agreement.

(e) Dispute Resolution. If the Seller Representative timely delivers a Dispute Notice to the Purchaser within the Review Period, the Purchaser and the Seller Representative shall attempt in good faith to resolve all disputed items within twenty (20) days following the date of delivery of the Dispute Notice. If the Purchaser and the Seller Representative are unable to resolve all disputed items within such twenty (20)-day period, then any items remaining in dispute shall be submitted for resolution to an independent accounting firm mutually agreed upon by the Purchaser and the Seller Representative (or, if the Purchaser and the Seller Representative are unable to agree on such firm within five (5) Business Days after the expiration of such twenty (20)-day period, a nationally recognized independent public accounting firm that has not provided audit, tax, or consulting services to any party hereto or any of their respective Affiliates during the two (2)-year period preceding the date of such engagement) (the "Independent Accountant"). The Independent Accountant shall be engaged to resolve only those items remaining in dispute (and the Closing Working Capital as a whole only to the extent affected by such disputed items) and shall determine the proper amounts with respect to each such disputed item, in each case within the range of values proposed by the Purchaser in the Closing Statement and the Seller Representative in the Dispute Notice (i.e., the Independent Accountant's determination for each disputed item shall not be less than the lowest value proposed by either party or greater than the highest value proposed by either party). The Independent Accountant shall deliver its written determination to the Purchaser and the Seller Representative within thirty (30) days of its engagement, and such determination shall be final, conclusive, and binding on all parties for all purposes of this Agreement, absent manifest error. The fees and expenses of the Independent Accountant shall be borne by the Purchaser, on the one hand, and the Selling Stockholders (from the Escrow Amount or otherwise), on the other hand, in proportion to the relative difference between each party's proposed Closing Working Capital and the Closing Working Capital as finally determined by the Independent Accountant. By way of example and not limitation, if the Seller Representative's proposed Closing Working Capital was $35,500,000, the Purchaser's proposed Closing Working Capital was $33,500,000, and the Independent Accountant determined the Closing Working Capital to be $34,800,000, then the Selling Stockholders would bear 35% (i.e., ($35,500,000 − $34,800,000) / ($35,500,000 − $33,500,000)) of the fees and the Purchaser would bear 65% of the fees.

(f) Post-Closing Payment. Within five (5) Business Days after the Closing Working Capital is finally determined pursuant to Section 2.6(d) or Section 2.6(e) (as applicable):

(i) If the final Closing Working Capital exceeds the upper boundary of the Working Capital Collar ($36,500,000), and the excess of the final Closing Working Capital over $36,500,000 exceeds any upward adjustment to the Purchase Price that was made at Closing pursuant to Section 2.6(b)(i) on account of the Estimated Closing Working Capital, then the Purchaser shall pay to each Selling Stockholder, by wire transfer of immediately available funds, such Selling Stockholder's Pro Rata Portion of the amount of such shortfall (i.e., the difference between (x) the amount by which the final Closing Working Capital exceeds $36,500,000 and (y) the amount of any upward adjustment previously made at Closing).

(ii) If the final Closing Working Capital is less than the lower boundary of the Working Capital Collar ($32,500,000), and the shortfall of the final Closing Working Capital below $32,500,000 exceeds any downward adjustment to the Purchase Price that was made at Closing pursuant to Section 2.6(b)(ii) on account of the Estimated Closing Working Capital, then the Selling Stockholders shall pay to the Purchaser, by wire transfer of immediately available funds (first from the Escrow Amount in accordance with the Escrow Agreement, and then, to the extent the Escrow Amount is insufficient, directly by each Selling Stockholder in proportion to its Pro Rata Portion), the amount of such shortfall (i.e., the difference between (x) the amount by which $32,500,000 exceeds the final Closing Working Capital and (y) the amount of any downward adjustment previously made at Closing).

(iii) If the final Closing Working Capital is within the Working Capital Collar (i.e., is equal to or greater than $32,500,000 and equal to or less than $36,500,000), then (A) if an upward adjustment was made at Closing pursuant to Section 2.6(b)(i), the Selling Stockholders shall return to the Purchaser the amount of such upward adjustment (first from the Escrow Amount, then directly), and (B) if a downward adjustment was made at Closing pursuant to Section 2.6(b)(ii), the Purchaser shall pay to the Selling Stockholders (pro rata) the amount of such downward adjustment, in each case such that the net result reflects no working capital adjustment. If no adjustment was made at Closing (because the Estimated Closing Working Capital was within the Working Capital Collar), no post-closing payment shall be required.

Any payment required under this Section 2.6(f) shall bear interest at a rate per annum equal to the prime rate as published in The Wall Street Journal on the Closing Date, calculated on the basis of the actual number of days elapsed from the Closing Date through the date of payment.

ARTICLE III — CLOSING

Section 3.1 — Closing Date

The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely by electronic exchange of executed signature pages (via portable document format (PDF) or Brightwater Software) and wire transfers of immediately available funds, at 10:00 a.m. Eastern Time, on the third (3rd) Business Day following the date on which the last of the conditions set forth in Article VIII has been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or on such other date and at such other time and place as the Purchaser and the Seller Representative may mutually agree in writing. The date on which the Closing actually occurs is referred to herein as the "Closing Date." The parties anticipate that the Closing will occur on or about April 15, 2025 (the "Target Closing Date"), subject to the satisfaction or waiver of the conditions to Closing set forth in Article VIII. The Closing shall be deemed to be effective as of 12:01 a.m. Eastern Time on the Closing Date for all economic and operational purposes.

Section 3.2 — Deliveries by the Selling Stockholders and the Company

At or prior to the Closing, the Selling Stockholders and the Company shall deliver (or cause to be delivered) to the Purchaser each of the following:

(a) Stock Certificates and Stock Powers. Stock certificates (or, in the case of uncertificated Shares, evidence of book-entry transfer) representing all of the Shares, in each case duly endorsed for transfer to the Purchaser or accompanied by stock powers duly executed in blank by each Selling Stockholder, with all required stock transfer stamps affixed thereto and with signatures guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP), or the New York Stock Exchange Medallion Signature Program (MSP).

(b) Closing Payment Certificate. The Closing Payment Certificate, prepared and delivered in accordance with Section 2.4, certified by Angela Moretti, Chief Financial Officer of the Company.

(c) Escrow Agreement. The Escrow Agreement, duly executed by the Seller Representative (on behalf of the Selling Stockholders), in the form attached hereto as Exhibit A.

(d) Payoff Letters and Lien Releases. Payoff letters from Granton Savings Bank, N.A. with respect to the Existing Debt, in form and substance reasonably satisfactory to the Purchaser, setting forth the aggregate amount necessary to repay in full all obligations outstanding under the Credit Agreement as of the Closing Date (including principal, accrued interest, fees, and any prepayment premium), together with (i) UCC-3 termination statements and such other instruments as may be necessary to release all Liens securing the Existing Debt, in form suitable for filing, and (ii) authorization from Granton Savings Bank, N.A. to file such UCC-3 termination statements, each in form and substance reasonably satisfactory to the Purchaser and its counsel.

(e) Resignations. Written resignations, effective as of the Closing, of each director and officer of the Company as may be requested by the Purchaser in writing at least five (5) Business Days prior to the Closing Date.

(f) Secretary's Certificate. A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, certifying and attaching: (i) true, correct, and complete copies of the Certificate of Incorporation and Bylaws of the Company, as in effect as of the Closing; (ii) resolutions duly adopted by the Board of Directors of the Company authorizing and approving the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) resolutions or written consents duly adopted by the Selling Stockholders (as stockholders of the Company) authorizing and approving the transactions contemplated hereby; and (iv) incumbency and specimen signatures of each officer of the Company executing this Agreement or any document delivered in connection herewith.

(g) Good Standing Certificates. Certificates of good standing (or equivalent certificates) for the Company issued by (i) the Secretary of State of the State of Delaware and (ii) the Secretary of State of the State of Tennessee, each dated within five (5) Business Days of the Closing Date.

(h) FIRPTA Certificates. A certificate, executed by each Selling Stockholder that is not a United States person within the meaning of Section 7701(a)(30) of the Code, in the form specified in Treasury Regulations § 1.1445-2(b)(2), certifying that such Selling Stockholder is not a foreign person for purposes of FIRPTA, or, alternatively, a certification from the Company in the form specified in Treasury Regulations § 1.897-2(h), together with a notice to the Internal Revenue Service in accordance with Treasury Regulations § 1.897-2(h)(2). In the event that any Selling Stockholder fails to deliver the required FIRPTA certificate, the Purchaser shall be entitled to withhold from the Purchase Price payable to such Selling Stockholder such amounts as are required under Section 1445 of the Code.

(i) Seller Representative Agreement. The Seller Representative Agreement, duly executed by the Seller Representative and each Selling Stockholder, in the form attached hereto as E

STOCK PURCHASE AGREEMENT
dated as of February 10, 2025
among
ARDENT HEALTHCARE HOLDINGS INC., as Purchaser,
THE SELLING STOCKHOLDERS IDENTIFIED HEREIN,
and
MEDVANCE HEALTH SYSTEMS, INC., as the Company
________________________________________
Purchase and Sale of 100% of the Issued and Outstanding Common Stock of MedVance Health Systems, Inc.
________________________________________
RECITALS
WHEREAS, MedVance Health Systems, Inc., a Delaware corporation (the "Company"), with its principal offices located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205, is engaged in the business of owning and operating healthcare facilities and providing related healthcare services across the southeastern United States;
WHEREAS, the Company was founded in 2009 by Dr. Catherine Ryland and currently owns and operates healthcare facilities in the States of Tennessee, Alabama, Georgia, and Kentucky, serving patients through a diversified platform of acute care, outpatient, and specialty healthcare services;
WHEREAS, the Selling Stockholders (as defined below) collectively own 100% of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares"), allocated as follows: (a) Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), owns approximately 68.2% of the outstanding Shares; (b) Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), owns approximately 19.5% of the outstanding Shares; and (c) the individuals identified on Schedule A hereto (the "Management Rollover Group"), collectively own approximately 12.3% of the outstanding Shares;
WHEREAS, Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), is a newly formed acquisition vehicle organized under the laws of the State of Delaware on January 8, 2025, and is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital");
WHEREAS, Ardent Capital Management III LLC, a Delaware limited liability company ("Ardent GP"), serves as the general partner of Ardent Capital and directs the management and investment activities of Ardent Capital;
WHEREAS, the Purchaser desires to purchase from the Selling Stockholders, and the Selling Stockholders desire to sell to the Purchaser, all of the issued and outstanding Shares, subject to and upon the terms and conditions set forth in this Agreement;
WHEREAS, certain members of the Management Rollover Group will, simultaneously with the Closing, reinvest a portion of their sale proceeds into equity interests of the Purchaser or its parent entity pursuant to separate Rollover Agreements to be executed on or prior to the Closing Date;
WHEREAS, the Purchaser has obtained debt financing commitments from Ridgeline National Bank, N.A. ("Ridgeline"), as administrative agent and lead arranger, and Pinnacle Commercial Credit Corp. ("Pinnacle"), as co-lender, consisting of (i) a $340,000,000 senior secured term loan B facility and (ii) a $50,000,000 revolving credit facility, each on the terms and conditions set forth in the Debt Commitment Letters delivered to the Selling Stockholders concurrently herewith;
WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are entering into an Escrow Agreement (the "Escrow Agreement") with Continental Fiduciary Trust Company (the "Escrow Agent"), which provides for the deposit of $49,600,000 of the Purchase Price into an escrow account to secure certain post-closing obligations of the Selling Stockholders as more fully described herein;
WHEREAS, the Purchaser has obtained a representations and warranties insurance policy (Policy No. NSI-POLI-2025-04418) issued by Northbridge Specialty Insurance Company (the "R&W Insurance Policy"), brokered by Velthorn Risk Advisors LLC, with a policy limit of $62,000,000 and a retention of $6,200,000, which policy is intended to provide the Purchaser with an additional source of recovery for certain losses arising from breaches of representations and warranties contained herein; and
WHEREAS, the parties desire to set forth herein the terms and conditions upon which the purchase and sale of the Shares shall be consummated.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto 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:
"Acquisition Proposal" means any inquiry, proposal, or offer from any Third Party (whether or not in writing and whether or not delivered to the Company, any Selling Stockholder, or any of their respective representatives) relating to any (a) merger, consolidation, business combination, or similar transaction involving the Company, (b) sale, lease, exchange, transfer, license, or disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions, (c) purchase or acquisition, directly or indirectly, of beneficial ownership of any equity securities of the Company representing twenty percent (20%) or more of the total outstanding equity securities of the Company, or (d) recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving the Company, in each case other than the transactions contemplated by this Agreement.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, with the concept of "control" as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Agreement, neither the Company nor any of its subsidiaries shall be deemed to be Affiliates of the Selling Stockholders from and after the Closing.
"Aggregate Seller Proceeds" means an amount equal to (a) the Purchase Price, minus (b) the Escrow Amount, minus (c) the Seller Transaction Expenses as set forth on the Closing Payment Certificate, minus (d) the amount of the Existing Debt repaid at Closing, plus or minus (e) any adjustment to the Purchase Price at Closing based on the Estimated Closing Working Capital pursuant to Section 2.6(b).
"Agreement" means this Stock Purchase Agreement, including all Exhibits, Schedules, and Disclosure Schedules attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Ardent Capital" means Ardent Capital Partners III LP, a Delaware limited partnership.
"Ardent GP" means Ardent Capital Management III LLC, a Delaware limited liability company, serving as the general partner of Ardent Capital.
"Balance Sheet Date" means December 31, 2024.
"Bankruptcy and Equity Exceptions" means (a) the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or preferential transfer, or similar Laws relating to or affecting creditors' rights generally, and (b) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), regardless of whether enforceability is considered in a proceeding at law or in equity.
"Business Day" means any day other than a Saturday, a Sunday, or any day on which banking institutions in the City of New York, New York, or the City of Nashville, Tennessee, are authorized or required by applicable Law or executive order to close.
"Cap" has the meaning set forth in Section 10.4(a).
"Cash" means all cash and cash equivalents (including marketable securities, short-term investments, and amounts on deposit in any bank or other financial institution) of the Company as of the Closing, determined in accordance with GAAP, but excluding any restricted cash or cash held in escrow or trust for the benefit of Third Parties.
"Change of Control" means, with respect to any Person, any transaction or series of related transactions resulting in a change of control (as determined under the applicable Contract, Permit, or Law) of such Person, including without limitation any direct or indirect transfer of a majority of the voting equity securities of such Person, any merger or consolidation in which such Person is not the surviving entity, or any sale of all or substantially all of the assets of such Person. The transactions contemplated by this Agreement constitute a Change of Control of the Company.
"Closing" has the meaning set forth in Section 3.1.
"Closing Date" has the meaning set forth in Section 3.1.
"Closing Payment Certificate" has the meaning set forth in Section 2.4.
"Closing Statement" has the meaning set forth in Section 2.6(c).
"Closing Working Capital" has the meaning set forth in Section 2.6(a).
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Collar" has the meaning set forth in Section 2.6(b), referring to the Working Capital Collar.
"Company" means MedVance Health Systems, Inc., a Delaware corporation (Delaware File No. 4938217; EIN 62-7083149), with its principal offices located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205.
"Company Material Adverse Effect" means any event, change, circumstance, development, occurrence, state of facts, or condition that, individually or in the aggregate with all other events, changes, circumstances, developments, occurrences, states of facts, or conditions, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, financial condition, or results of operations of the Company, taken as a whole, or (b) the ability of the Selling Stockholders or the Company to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, either alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) changes or conditions affecting the United States or global economy generally; (ii) changes or conditions generally affecting the healthcare industry in the United States; (iii) changes in applicable Law or in GAAP or other applicable accounting standards, or in the interpretation or enforcement thereof, after the date hereof; (iv) any outbreak or escalation of hostilities, declared or undeclared acts of war, armed conflict, or terrorism; (v) any hurricane, tornado, earthquake, flood, pandemic, epidemic, or other natural disaster or public health emergency; (vi) changes in financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index); (vii) any effect resulting from the public announcement or pendency of this Agreement or the transactions contemplated hereby, including any impact on relationships with customers, suppliers, payors, employees, or Governmental Authorities; (viii) any action taken or omitted to be taken by the Company at the express written request or direction of the Purchaser; or (ix) any failure of the Company to meet any internal or published projections, forecasts, or revenue or earnings predictions (provided that the underlying causes of such failure may be considered in determining whether a Company Material Adverse Effect has occurred, except to the extent such causes are otherwise excluded by clauses (i) through (viii) above); provided, further, that the exceptions set forth in clauses (i) through (vi) above shall apply only to the extent that such events, changes, or conditions do not disproportionately affect the Company relative to other participants in the healthcare industry in the geographic markets in which the Company operates.
"Confidentiality Agreement" means that certain Confidentiality Agreement, dated as of September 15, 2024, between the Company and Ardent Capital Management III LLC.
"Consent" means any approval, consent, ratification, waiver, license, permit, order, authorization, registration, declaration, or filing with, or notification to, any Person.
"Contract" means any legally binding written or oral agreement, contract, lease, sublease, license, sublicense, instrument, indenture, note, bond, mortgage, loan, commitment, undertaking, obligation, or arrangement.
"Crestline" means Crestline Growth Equity Fund II LP, a Delaware limited partnership (EIN 04-8291653), with its principal office at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116.
"D&O Tail Policy" has the meaning set forth in Section 7.7.
"Debt Commitment Letters" means, collectively, (a) the commitment letter, dated as of February 10, 2025, from Ridgeline National Bank, N.A., as administrative agent and lead arranger, relating to the senior secured term loan B facility and the revolving credit facility, and (b) the commitment letter, dated as of February 10, 2025, from Pinnacle Commercial Credit Corp., as co-lender, together with all exhibits, annexes, schedules, term sheets, and fee letters attached thereto (subject to customary redaction of fee amounts and market flex provisions).
"Debt Financing" means the financing contemplated by the Debt Commitment Letters, consisting of a $340,000,000 senior secured term loan B facility and a $50,000,000 revolving credit facility.
"Deductible" has the meaning set forth in Section 10.4(b).
"Disclosure Schedules" means the disclosure schedules delivered by the Company and the Selling Stockholders to the Purchaser concurrently with the execution and delivery of this Agreement, as such schedules may be updated prior to Closing in accordance with the terms of this Agreement.
"Dispute Notice" has the meaning set forth in Section 2.6(d).
"Environmental Law" means any and all applicable federal, state, local, or foreign Laws, regulations, ordinances, orders, decrees, permits, or similar provisions having the force or effect of Law, relating to pollution, the protection of the environment, natural resources, human health and safety (as relating to exposure to Hazardous Materials), or the release, threatened release, generation, manufacture, handling, transport, use, treatment, storage, or disposal of any Hazardous Materials, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., and all analogous state Laws.
"Employee Benefit Plan" means any (a) "employee benefit plan" as defined in Section 3(3) of ERISA, (b) compensation, employment, consulting, incentive, bonus, profit-sharing, equity or equity-based compensation, deferred compensation, retention, change of control, severance, termination, retirement, pension, savings, health, welfare, vacation, disability, death benefit, or fringe benefit plan, program, policy, agreement, or arrangement, in each case, whether or not subject to ERISA, or (c) any other plan, program, policy, agreement, or arrangement providing compensation or benefits to any current or former employee, officer, director, or independent contractor of the Company.
"Equity Commitment Letter" means the commitment letter, dated as of February 10, 2025, from Ardent Capital Partners III LP, committing to provide equity in the amount of $290,000,000 to the Purchaser in connection with the transactions contemplated hereby.
"Equity Financing" means the equity financing contemplated by the Equity Commitment Letter.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
"Escrow Account" means Account No. CFT-ESC-2025-00327 at Continental Fiduciary Trust Company.
"Escrow Agent" means Continental Fiduciary Trust Company, with its office at 111 Wall Street, New York, New York 10005.
"Escrow Agreement" means that certain Escrow Agreement, dated as of the date hereof, among the Purchaser, the Seller Representative (on behalf of the Selling Stockholders), and the Escrow Agent, in the form attached hereto as Exhibit A.
"Escrow Amount" means $49,600,000, representing eight percent (8%) of the Purchase Price.
"Escrow Release Date" means October 18, 2026, the date that is eighteen (18) months following the anticipated Closing Date of April 18, 2025.
"Estimated Closing Working Capital" has the meaning set forth in Section 2.6(b).
"Existing Debt" means the outstanding Indebtedness of the Company under that certain Credit Agreement, dated as of June 14, 2019, as amended, by and between the Company and Granton Savings Bank, N.A., as lender and administrative agent, in the aggregate principal amount of approximately $41,300,000 as of the date hereof, together with all accrued and unpaid interest, fees, prepayment premiums (if any), and other amounts due and payable thereunder, which Indebtedness shall be repaid in full at the Closing.
"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended.
"Fraud" means actual and intentional fraud (and not constructive fraud, negligent misrepresentation, or any similar theory based on constructive knowledge, recklessness, or negligence) committed by a party with respect to the making of any representation or warranty expressly set forth in this Agreement, where (a) such representation or warranty was inaccurate when made, (b) the party making such representation or warranty had actual knowledge (and not imputed or constructive knowledge) that such representation or warranty was inaccurate when made, (c) such party made such representation or warranty with the intent to deceive the other party, and (d) the other party acted in reasonable reliance on such inaccurate representation or warranty, to its detriment.
"Fundamental Representations" has the meaning set forth in Section 10.1(a)(i).
"GAAP" means generally accepted accounting principles in the United States of America, applied consistently throughout the periods involved and consistent with the methodology used in the preparation of the Company's most recent audited financial statements.
"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other governmental or quasi-governmental authority of any nature, including any governmental or regulatory agency, department, bureau, board, commission, court, tribunal, arbitral body, or instrumentality, or any political or other subdivision or department thereof, and any self-regulatory organization.
"Hazardous Materials" means any pollutant, contaminant, chemical, waste, or any toxic, hazardous, radioactive, infectious, or dangerous substance, material, or waste, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-based paint, and any substance regulated pursuant to any Environmental Law.
"Healthcare Laws" means all applicable Laws relating to the regulation of healthcare services, healthcare facilities, healthcare providers, or healthcare programs, including without limitation (a) the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and the regulations promulgated thereunder, (b) the Physician Self-Referral Law (commonly known as the Stark Law) (42 U.S.C. § 1395nn) and the regulations promulgated thereunder, (c) the federal False Claims Act (31 U.S.C. §§ 3729–3733), (d) the federal Program Fraud Civil Remedies Act (31 U.S.C. §§ 3801–3812), (e) 42 U.S.C. § 1320a-7 (exclusion from federal healthcare programs), (f) 42 U.S.C. § 1320a-7a (civil monetary penalties), (g) HIPAA, (h) the Patient Protection and Affordable Care Act (Pub. L. 111-148), (i) all applicable state healthcare facility licensure, certification, and certificate of need Laws, (j) all applicable Laws governing participation in, and reimbursement from, federal and state healthcare programs (including Medicare, Medicaid, and TRICARE), and (k) all analogous state Laws.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191), as amended by the Health Information Technology for Economic and Clinical Health Act (Pub. L. 111-5) ("HITECH"), and the regulations promulgated thereunder, including the Standards for Privacy of Individually Identifiable Health Information, the Security Standards for the Protection of Electronic Protected Health Information, and the Standards for Electronic Transactions and Code Sets, each as codified at 45 C.F.R. Parts 160, 162, and 164.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a), and the rules and regulations promulgated thereunder.
"Indebtedness" means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements, (d) all obligations of such Person under capital leases or financing leases (as determined in accordance with GAAP as in effect on the date hereof), (e) 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), (f) all obligations of such Person under letters of credit, bankers' acceptances, and similar credit transactions, (g) all obligations of such Person under interest rate, currency, or commodity swaps, hedges, or similar arrangements, (h) all guarantees of any of the foregoing obligations of any other Person, (i) all Indebtedness of another Person secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, and (j) all accrued and unpaid interest, fees, premiums (including any prepayment premium or breakage cost), penalties, expenses, and other amounts payable in respect of any of the foregoing.
"Indemnification Cap" has the meaning set forth in Section 10.4(a).
"Indemnified Party" means any Purchaser Indemnified Party or Seller Indemnified Party, as applicable.
"Indemnifying Party" means the party or parties from whom indemnification is sought pursuant to Article X.
"Independent Accountant" has the meaning set forth in Section 2.6(e).
"intellectual Property" means all intellectual property rights of any kind or nature, including (a) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, and extensions thereof, (b) trademarks, service marks, trade names, trade dress, logos, slogans, and all registrations, applications for registration, and renewals thereof, together with all goodwill associated therewith, (c) copyrights and copyrightable works, and all registrations, applications for registration, and renewals thereof, (d) trade secrets, know-how, processes, techniques, methods, formulae, and confidential business information, (e) Internet domain names and social media accounts, and (f) all other proprietary rights relating to any of the foregoing.
"Interim Financial Statements" has the meaning set forth in Section 4.5(a).
"Key Employee" means each of Daniel Burch (Chief Executive Officer), Angela Moretti (Chief Financial Officer), Dr. Samir Patel (Chief Medical Officer), and Karen Tolliver (Chief Operating Officer).
"Knowledge of the Company" (or words of similar import, such as "to the Company's knowledge") means the actual knowledge of the following individuals, in each case after reasonable inquiry of their respective direct reports: Daniel Burch (Chief Executive Officer), Angela Moretti (Chief Financial Officer), Dr. Samir Patel (Chief Medical Officer), and Karen Tolliver (Chief Operating Officer).
"Law" means any applicable federal, state, local, municipal, foreign, supranational, or other statute, law, code, ordinance, regulation, rule, order, judgment, injunction, decree, writ, permit, franchise, or governmental requirement enacted, promulgated, issued, entered, amended, or enforced by any Governmental Authority.
"Lien" means any mortgage, lien, pledge, charge, security interest, claim, equity, encumbrance, restriction on transfer, conditional sale agreement, right of first refusal, right of first offer, option, or other similar restriction or adverse claim of any kind.
"Losses" means any and all damages, losses, liabilities, obligations, penalties, fines, judgments, claims, deficiencies, costs, and expenses (including reasonable attorneys' fees, accountants' fees, consultants' fees, disbursements, and expenses of investigation, defense, and enforcement of rights), whether or not involving a Third Party claim.
"Management Rollover Group" means the individuals listed on Schedule A hereto who are current officers or employees of the Company and who hold Shares of the Company as of the date hereof.
"Material Contract" has the meaning set forth in Section 4.9(a).
"Order" means any order, writ, judgment, injunction, decree, stipulation, determination, decision, ruling, or award issued, entered, or made by any Governmental Authority.
"Outside Date" has the meaning set forth in Section 9.1(b).
"Permit" means any permit, license, franchise, approval, authorization, consent, registration, certificate, exemption, variance, order, or similar right issued by or obtained from any Governmental Authority.
"Permitted Liens" means (a) statutory liens for current Taxes not yet due and delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics', carriers', workers', repairers', materialmen's, warehousemen's, and other similar liens arising or incurred in the ordinary course of business consistent with past practice or by operation of Law with respect to a liability that is not yet due or delinquent, (c) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, and other social security Laws, (d) zoning, building, entitlement, conservation restriction, and other land use and environmental regulations imposed by any Governmental Authority, (e) easements, covenants, conditions, restrictions, encroachments, and other similar matters affecting title to real property that do not materially impair the use of such property for the purposes for which it is currently used, and (f) non-exclusive licenses of intellectual Property granted in the ordinary course of business.
"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, unincorporated organization, labor union, estate, Governmental Authority, or other entity.
"Post-Closing Taxes" means all Taxes of the Company attributable to taxable periods (or portions thereof) beginning after the Closing Date, as determined in accordance with Section 7.6(c).
"Pre-Closing Tax Returns" has the meaning set forth in Section 7.6(b).
"Pre-Closing Taxes" means all Taxes of the Company attributable to taxable periods (or portions thereof) ending on or before the Closing Date, as determined in accordance with Section 7.6(c).
"Pro Rata Portion" means, with respect to each Selling Stockholder, the percentage of the total outstanding Shares owned by such Selling Stockholder as set forth on Schedule A hereto, which percentages are as follows: Crestline — 68.2%; Ryland Holdings — 19.5%; and the Management Rollover Group (in the aggregate) — 12.3% (with the individual allocations among members of the Management Rollover Group as set forth on Schedule A).
"Purchase Price" has the meaning set forth in Section 2.2.
"Purchaser" means Ardent Healthcare Holdings Inc., a Delaware corporation (Delaware File No. 7201548; EIN 93-2047861), with its principal office c/o Ardent Capital Management III LLC, 599 Lexington Avenue, 34th Floor, New York, New York 10022.
"Purchaser Indemnified Parties" has the meaning set forth in Section 10.2.
"R&W Insurance Policy" means that certain representations and warranties insurance policy, Policy No. NSI-POLI-2025-04418, issued by Northbridge Specialty Insurance Company and brokered by Velthorn Risk Advisors LLC, with a policy limit of $62,000,000 and a retention of $6,200,000, as in effect on the date hereof.
"Review Period" has the meaning set forth in Section 2.6(d).
"Rollover Agreements" means the rollover equity subscription agreements to be entered into by certain members of the Management Rollover Group with the Purchaser or Ardent Capital Partners III LP at or prior to the Closing, in the form attached hereto as Exhibit C.
"Ryland Holdings" means Ryland Family Holdings LLC, a Tennessee limited liability company.
"Seller Indemnified Parties" has the meaning set forth in Section 10.3.
"Seller Representative" has the meaning set forth in Section 11.14.
"Seller Representative Agreement" means the agreement designating and empowering the Seller Representative, in the form attached hereto as Exhibit D.
"Seller Transaction Expense Cap" means $12,000,000 in the aggregate.
"Seller Transaction Expenses" means all fees, costs, and expenses incurred by or on behalf of the Selling Stockholders and the Company in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) the advisory fees payable to Pemberton Marsh Securities LLC, (b) legal fees and expenses payable to Whitaker, Poole & Simms LLP, (c) accounting fees payable to Prumvane & Reese LLP, (d) the premium for the D&O Tail Policy, and (e) all other fees, costs, and expenses of the Company and the Selling Stockholders incurred in connection with the transactions, in each case to the extent not paid prior to the Closing Date; provided, that the aggregate amount of Seller Transaction Expenses shall not exceed the Seller Transaction Expense Cap.
"Selling Stockholders" means, collectively, Crestline, Ryland Holdings, and each member of the Management Rollover Group, and "Selling Stockholder" means any one of them.
"Shares" means 100% of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company.
"Solvent" means, with respect to any Person as of any date of determination, that (a) the fair value of the assets of such Person, on a going-concern basis, exceeds the total amount of the liabilities (including contingent and unliquidated liabilities) of such Person as of such date, (b) such Person is able to pay its debts and obligations as they become due in the ordinary course of business, and (c) such Person has adequate capital for the conduct of its business as presently conducted and as proposed to be conducted.
"Survival Period" has the meaning set forth in Section 10.1.
"Target Working Capital" means $34,500,000.
"Tax" or "Taxes" means all federal, state, local, and foreign income, gross receipts, license, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security (or similar), unemployment, disability, payroll, withholding, and other taxes of any kind whatsoever, and any interest, penalties, additions to tax, and additional amounts imposed by any Governmental Authority with respect thereto.
"Tax Return" means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Law relating to any Tax.
"Third Party" means any Person other than the parties to this Agreement and their respective Affiliates.
"Transfer Taxes" has the meaning set forth in Section 7.6(a).
"Treasury Regulations" means the regulations promulgated under the Code by the United States Department of the Treasury.
"Working Capital Collar" means the range of plus or minus $2,000,000 from the Target Working Capital, being the range from $32,500,000 to $36,500,000, inclusive.
"Working Capital Methodology" means the specific line-item methodology for calculating the Closing Working Capital, as set forth on Exhibit B hereto.
Section 1.2 — Interpretation
In this Agreement, unless the context otherwise requires:
(a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.
(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."
(c) The words "herein," "hereof," "hereunder," "hereby," "hereto," and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision.
(d) Unless the context otherwise requires, the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
(e) References to "$" or "dollars" shall mean United States dollars.
(f) References to "days" shall mean calendar days unless otherwise specified as "Business Days."
(g) All references to "Articles," "Sections," "Exhibits," "Schedules," and "Annexes" are references to the Articles, Sections, Exhibits, Schedules, and Annexes of and to this Agreement, unless the context otherwise requires.
(h) All accounting terms not otherwise defined herein shall have the meanings assigned to them under GAAP.
(i) The parties have jointly participated in the negotiation and drafting of this Agreement. In the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(j) Any reference to any Law shall be deemed also to refer to all rules, regulations, and guidance promulgated thereunder, in each case as amended from time to time.
(k) The term "made available" (and words of similar import) means that the relevant documents or information were posted to the virtual data room hosted by Sundial Technologies (Project Keystone) at least two (2) Business Days prior to the date hereof, or were otherwise delivered to the Purchaser or its representatives prior to such date.
ARTICLE II — PURCHASE AND SALE
Section 2.1 — Purchase and Sale of the Shares
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Selling Stockholder shall sell, transfer, assign, convey, and deliver to the Purchaser, and the Purchaser shall purchase, acquire, and accept from each Selling Stockholder, all of the Shares owned by such Selling Stockholder, free and clear of all Liens (other than restrictions arising under applicable federal and state securities laws), in exchange for payment of such Selling Stockholder's Pro Rata Portion of the Purchase Price (as adjusted pursuant to Section 2.6 and subject to the deductions set forth in Section 2.3). The ownership percentages and Pro Rata Portions of each Selling Stockholder are as follows: Crestline — 68.2%; Ryland Holdings — 19.5%; and the Management Rollover Group (in the aggregate) — 12.3%, with the individual allocations among members of the Management Rollover Group as set forth on Schedule A. At the Closing, good, valid, and marketable title to the Shares shall pass from each Selling Stockholder to the Purchaser, free and clear of all Liens (other than Liens arising under applicable federal and state securities laws and Liens created by the Purchaser or its Affiliates).
Section 2.2 — Purchase Price
The aggregate purchase price for the Shares shall be Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), subject to adjustment as provided in Section 2.6. The Purchase Price represents an enterprise value for the Company of approximately 7.9x the Company's 2024 Adjusted EBITDA of $78,400,000, as determined by the parties based on the quality of earnings analysis performed by Blackwell Thornton LLP and the parties' respective valuations of the Company's business, assets, and prospects.
Section 2.3 — Payment of Purchase Price at Closing
At the Closing, the Purchase Price (as adjusted pursuant to Section 2.6(b)) shall be paid as follows:
(a) Escrow Deposit. The Purchaser shall deposit, or cause to be deposited, with the Escrow Agent the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000), by wire transfer of immediately available funds to Escrow Account No. CFT-ESC-2025-00327 at Continental Fiduciary Trust Company, 111 Wall Street, New York, New York 10005, in accordance with the terms and conditions of the Escrow Agreement. The Escrow Amount shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement, and shall serve as security for the Selling Stockholders' indemnification obligations under Article X and for any post-closing working capital adjustment payments owed by the Selling Stockholders under Section 2.6(f). The Escrow Amount shall be allocated among the Selling Stockholders in accordance with their respective Pro Rata Portions for all purposes under this Agreement.
(b) Repayment of Existing Debt. The Purchaser shall pay, or cause to be paid, on behalf of the Company, the Existing Debt in full, by wire transfer of immediately available funds to the account or accounts designated by Granton Savings Bank, N.A. in its payoff letter delivered pursuant to Section 3.2(d). As of the date hereof, the Existing Debt consists of outstanding principal in the approximate amount of $41,300,000, together with all accrued and unpaid interest, fees, prepayment premiums (if any), and all other amounts due and payable under the Credit Agreement with Granton Savings Bank, N.A. The Company shall deliver to the Purchaser, at or prior to the Closing, payoff letters from Granton Savings Bank, N.A. in form and substance reasonably satisfactory to the Purchaser, together with UCC-3 termination statements and such other instruments and documents as may be necessary or appropriate to evidence the release of all Liens securing the Existing Debt.
(c) Payment of Seller Transaction Expenses. The Purchaser shall pay, or cause to be paid, on behalf of the Company and the Selling Stockholders, the Seller Transaction Expenses as set forth on the Closing Payment Certificate, up to the Seller Transaction Expense Cap of Twelve Million Dollars ($12,000,000), by wire transfer of immediately available funds to the respective accounts designated by each payee on the Closing Payment Certificate. The expected components of the Seller Transaction Expenses are as follows:
(i) Pemberton Marsh Securities LLC — financial advisory fee: $5,580,000;
(ii) Whitaker, Poole & Simms LLP — legal fees and expenses (estimated): $3,200,000;
(iii) Prumvane & Reese LLP — accounting and audit fees (estimated): $1,850,000;
(iv) Sentinel Indemnity Group — D&O Tail Policy premium: $485,000;
(v) Other Company transaction expenses (including data room costs, printing, and miscellaneous fees): estimated aggregate of $885,000.
The final amounts of Seller Transaction Expenses shall be set forth on the Closing Payment Certificate and shall be subject to the Seller Transaction Expense Cap. To the extent that aggregate Seller Transaction Expenses exceed the Seller Transaction Expense Cap, such excess shall be the sole responsibility of the Selling Stockholders and shall be indemnified pursuant to Section 10.2(c).
(d) Payment to Selling Stockholders. The Purchaser shall pay the remainder of the Purchase Price (being the Purchase Price, less the Escrow Amount, less the Existing Debt payoff amount, less the Seller Transaction Expenses, plus or minus the Estimated Closing Working Capital adjustment pursuant to Section 2.6(b)) to each Selling Stockholder in proportion to its respective Pro Rata Portion, by wire transfer of immediately available funds to the bank account or accounts designated by each Selling Stockholder on the Closing Payment Certificate delivered pursuant to Section 2.4; provided, that the portion of the Purchase Price otherwise payable to any member of the Management Rollover Group who has executed a Rollover Agreement shall be reduced by the amount of such member's rollover equity contribution pursuant to the applicable Rollover Agreement (the aggregate rollover equity contributions being approximately $18,600,000, with the individual amounts allocated as set forth on Schedule A). Each such member's rollover equity contribution shall instead be applied by the Purchaser (or its parent, Ardent Capital Partners III LP, as applicable) as payment for equity interests in the Purchaser or its parent, as provided in the applicable Rollover Agreement.
Section 2.4 — Closing Payment Certificate
No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a certificate (the "Closing Payment Certificate"), certified by Angela Moretti, the Chief Financial Officer of the Company, setting forth in reasonable detail:
(a) the Company's good faith estimate of the Closing Working Capital (the Estimated Closing Working Capital), calculated in accordance with the Working Capital Methodology set forth in Exhibit B, together with reasonable supporting documentation and calculations;
(b) the aggregate amount of the Existing Debt as of the anticipated Closing Date, together with a breakdown of outstanding principal, accrued interest, fees, and any prepayment premium, and wire transfer instructions for the payoff of such Existing Debt;
(c) the aggregate Seller Transaction Expenses, together with a line-item breakdown of each component and evidence that such amounts do not exceed the Seller Transaction Expense Cap;
(d) wire transfer instructions (including bank name, ABA routing number, account number, account name, and reference information) for each Selling Stockholder and for each payee of Seller Transaction Expenses; and
(e) a detailed calculation of each Selling Stockholder's Pro Rata Portion of the net closing payment, after giving effect to the Escrow Amount, the Existing Debt payoff, the Seller Transaction Expenses, the Estimated Closing Working Capital adjustment, and the rollover equity contributions under the Rollover Agreements.
The Purchaser shall have the right to review the Closing Payment Certificate and the underlying calculations and documentation and to raise any objections thereto prior to the Closing. The Company and the Purchaser shall cooperate in good faith to resolve any such objections. The delivery of the Closing Payment Certificate shall not limit any post-closing rights of the Purchaser under Section 2.6.
Section 2.5 — Withholding
The Purchaser shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement to any Selling Stockholder or other Person such amounts as the Purchaser is required to deduct and withhold under the Code or any provision of applicable federal, state, local, or foreign Tax Law. To the extent that any such amounts are so deducted and withheld and properly remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Purchaser shall use commercially reasonable efforts to provide the Seller Representative with at least five (5) Business Days' prior written notice of any intended withholding (other than any withholding required as a result of a Selling Stockholder's failure to deliver the applicable FIRPTA certificate described in Section 3.2(h)) and shall cooperate with the Seller Representative to minimize or eliminate any such withholding to the extent permitted by applicable Law.
Section 2.6 — Working Capital Adjustment
(a) Definitions. "Closing Working Capital" means the current assets of the Company minus the current liabilities of the Company, in each case determined as of the close of business on the Business Day immediately prior to the Closing Date, calculated in accordance with GAAP applied using the same accounting methods, practices, principles, policies, and estimation methodologies (including with respect to the nature and classification of accounts, accrual levels, and reserves) used by the Company in preparing its most recent audited financial statements for the fiscal year ended December 31, 2024, and subject to the specific line-item methodology and adjustments set forth on Exhibit B hereto (the "Working Capital Methodology"). For the avoidance of doubt, Closing Working Capital shall exclude (i) the current portion of any Indebtedness, (ii) Seller Transaction Expenses, (iii) income Tax receivables and income Tax payables, (iv) deferred Tax assets and deferred Tax liabilities, and (v) any intercompany receivables or payables with any Selling Stockholder or its Affiliates.
(b) Estimated Closing Working Capital. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser (as part of the Closing Payment Certificate) a good faith estimate of the Closing Working Capital (the "Estimated Closing Working Capital"), together with reasonable supporting documentation and work papers. The Purchase Price payable at the Closing shall be adjusted as follows:
(i) If the Estimated Closing Working Capital exceeds the upper boundary of the Working Capital Collar (i.e., exceeds $36,500,000), the Purchase Price payable at the Closing shall be increased, dollar-for-dollar, by the amount by which the Estimated Closing Working Capital exceeds $36,500,000.
(ii) If the Estimated Closing Working Capital is less than the lower boundary of the Working Capital Collar (i.e., is less than $32,500,000), the Purchase Price payable at the Closing shall be decreased, dollar-for-dollar, by the amount by which $32,500,000 exceeds the Estimated Closing Working Capital.
(iii) If the Estimated Closing Working Capital falls within the Working Capital Collar (i.e., is equal to or greater than $32,500,000 and equal to or less than $36,500,000), no adjustment to the Purchase Price shall be made at Closing based on the Estimated Closing Working Capital.
(c) Post-Closing Determination. Within ninety (90) days following the Closing Date (i.e., on or before July 17, 2025, assuming a Closing Date of April 18, 2025), the Purchaser shall prepare and deliver to the Seller Representative a written statement (the "Closing Statement") setting forth the Purchaser's good faith calculation of the Closing Working Capital, determined in accordance with the Working Capital Methodology, together with reasonable supporting documentation, work papers, and access to back-up materials. The Purchaser shall prepare the Closing Statement in good faith and in accordance with GAAP and the Working Capital Methodology, without any intent to over- or understate the Closing Working Capital.
(d) Review Period. The Seller Representative shall have a period of thirty (30) days following receipt of the Closing Statement (the "Review Period") to review the Closing Statement. During the Review Period, the Purchaser shall provide the Seller Representative and its representatives with reasonable access to the books, records, work papers, and personnel of the Company to the extent relevant to the Seller Representative's review of the Closing Statement. If the Seller Representative does not deliver a written notice of disagreement (a "Dispute Notice") to the Purchaser within the Review Period, setting forth in reasonable detail the items or amounts that the Seller Representative disputes and the Seller Representative's proposed adjustments thereto, then the Closing Statement as delivered by the Purchaser shall be deemed final, conclusive, and binding on all parties for all purposes of this Agreement.
(e) Dispute Resolution. If the Seller Representative timely delivers a Dispute Notice to the Purchaser within the Review Period, the Purchaser and the Seller Representative shall attempt in good faith to resolve all disputed items within twenty (20) days following the date of delivery of the Dispute Notice. If the Purchaser and the Seller Representative are unable to resolve all disputed items within such twenty (20)-day period, then any items remaining in dispute shall be submitted for resolution to an independent accounting firm mutually agreed upon by the Purchaser and the Seller Representative (or, if the Purchaser and the Seller Representative are unable to agree on such firm within five (5) Business Days after the expiration of such twenty (20)-day period, a nationally recognized independent public accounting firm that has not provided audit, tax, or consulting services to any party hereto or any of their respective Affiliates during the two (2)-year period preceding the date of such engagement) (the "Independent Accountant"). The Independent Accountant shall be engaged to resolve only those items remaining in dispute (and the Closing Working Capital as a whole only to the extent affected by such disputed items) and shall determine the proper amounts with respect to each such disputed item, in each case within the range of values proposed by the Purchaser in the Closing Statement and the Seller Representative in the Dispute Notice (i.e., the Independent Accountant's determination for each disputed item shall not be less than the lowest value proposed by either party or greater than the highest value proposed by either party). The Independent Accountant shall deliver its written determination to the Purchaser and the Seller Representative within thirty (30) days of its engagement, and such determination shall be final, conclusive, and binding on all parties for all purposes of this Agreement, absent manifest error. The fees and expenses of the Independent Accountant shall be borne by the Purchaser, on the one hand, and the Selling Stockholders (from the Escrow Amount or otherwise), on the other hand, in proportion to the relative difference between each party's proposed Closing Working Capital and the Closing Working Capital as finally determined by the Independent Accountant. By way of example and not limitation, if the Seller Representative's proposed Closing Working Capital was $35,500,000, the Purchaser's proposed Closing Working Capital was $33,500,000, and the Independent Accountant determined the Closing Working Capital to be $34,800,000, then the Selling Stockholders would bear 35% (i.e., ($35,500,000 − $34,800,000) / ($35,500,000 − $33,500,000)) of the fees and the Purchaser would bear 65% of the fees.
(f) Post-Closing Payment. Within five (5) Business Days after the Closing Working Capital is finally determined pursuant to Section 2.6(d) or Section 2.6(e) (as applicable):
(i) If the final Closing Working Capital exceeds the upper boundary of the Working Capital Collar ($36,500,000), and the excess of the final Closing Working Capital over $36,500,000 exceeds any upward adjustment to the Purchase Price that was made at Closing pursuant to Section 2.6(b)(i) on account of the Estimated Closing Working Capital, then the Purchaser shall pay to each Selling Stockholder, by wire transfer of immediately available funds, such Selling Stockholder's Pro Rata Portion of the amount of such shortfall (i.e., the difference between (x) the amount by which the final Closing Working Capital exceeds $36,500,000 and (y) the amount of any upward adjustment previously made at Closing).
(ii) If the final Closing Working Capital is less than the lower boundary of the Working Capital Collar ($32,500,000), and the shortfall of the final Closing Working Capital below $32,500,000 exceeds any downward adjustment to the Purchase Price that was made at Closing pursuant to Section 2.6(b)(ii) on account of the Estimated Closing Working Capital, then the Selling Stockholders shall pay to the Purchaser, by wire transfer of immediately available funds (first from the Escrow Amount in accordance with the Escrow Agreement, and then, to the extent the Escrow Amount is insufficient, directly by each Selling Stockholder in proportion to its Pro Rata Portion), the amount of such shortfall (i.e., the difference between (x) the amount by which $32,500,000 exceeds the final Closing Working Capital and (y) the amount of any downward adjustment previously made at Closing).
(iii) If the final Closing Working Capital is within the Working Capital Collar (i.e., is equal to or greater than $32,500,000 and equal to or less than $36,500,000), then (A) if an upward adjustment was made at Closing pursuant to Section 2.6(b)(i), the Selling Stockholders shall return to the Purchaser the amount of such upward adjustment (first from the Escrow Amount, then directly), and (B) if a downward adjustment was made at Closing pursuant to Section 2.6(b)(ii), the Purchaser shall pay to the Selling Stockholders (pro rata) the amount of such downward adjustment, in each case such that the net result reflects no working capital adjustment. If no adjustment was made at Closing (because the Estimated Closing Working Capital was within the Working Capital Collar), no post-closing payment shall be required.
Any payment required under this Section 2.6(f) shall bear interest at a rate per annum equal to the prime rate as published in The Wall Street Journal on the Closing Date, calculated on the basis of the actual number of days elapsed from the Closing Date through the date of payment.
ARTICLE III — CLOSING
Section 3.1 — Closing Date
The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely by electronic exchange of executed signature pages (via portable document format (PDF) or Brightwater Software) and wire transfers of immediately available funds, at 10:00 a.m. Eastern Time, on the third (3rd) Business Day following the date on which the last of the conditions set forth in Article VIII has been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or on such other date and at such other time and place as the Purchaser and the Seller Representative may mutually agree in writing. The date on which the Closing actually occurs is referred to herein as the "Closing Date." The parties anticipate that the Closing will occur on or about April 15, 2025 (the "Target Closing Date"), subject to the satisfaction or waiver of the conditions to Closing set forth in Article VIII. The Closing shall be deemed to be effective as of 12:01 a.m. Eastern Time on the Closing Date for all economic and operational purposes.
Section 3.2 — Deliveries by the Selling Stockholders and the Company
At or prior to the Closing, the Selling Stockholders and the Company shall deliver (or cause to be delivered) to the Purchaser each of the following:
(a) Stock Certificates and Stock Powers. Stock certificates (or, in the case of uncertificated Shares, evidence of book-entry transfer) representing all of the Shares, in each case duly endorsed for transfer to the Purchaser or accompanied by stock powers duly executed in blank by each Selling Stockholder, with all required stock transfer stamps affixed thereto and with signatures guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP), or the New York Stock Exchange Medallion Signature Program (MSP).
(b) Closing Payment Certificate. The Closing Payment Certificate, prepared and delivered in accordance with Section 2.4, certified by Angela Moretti, Chief Financial Officer of the Company.
(c) Escrow Agreement. The Escrow Agreement, duly executed by the Seller Representative (on behalf of the Selling Stockholders), in the form attached hereto as Exhibit A.
(d) Payoff Letters and Lien Releases. Payoff letters from Granton Savings Bank, N.A. with respect to the Existing Debt, in form and substance reasonably satisfactory to the Purchaser, setting forth the aggregate amount necessary to repay in full all obligations outstanding under the Credit Agreement as of the Closing Date (including principal, accrued interest, fees, and any prepayment premium), together with (i) UCC-3 termination statements and such other instruments as may be necessary to release all Liens securing the Existing Debt, in form suitable for filing, and (ii) authorization from Granton Savings Bank, N.A. to file such UCC-3 termination statements, each in form and substance reasonably satisfactory to the Purchaser and its counsel.
(e) Resignations. Written resignations, effective as of the Closing, of each director and officer of the Company as may be requested by the Purchaser in writing at least five (5) Business Days prior to the Closing Date.
(f) Secretary's Certificate. A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, certifying and attaching: (i) true, correct, and complete copies of the Certificate of Incorporation and Bylaws of the Company, as in effect as of the Closing; (ii) resolutions duly adopted by the Board of Directors of the Company authorizing and approving the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) resolutions or written consents duly adopted by the Selling Stockholders (as stockholders of the Company) authorizing and approving the transactions contemplated hereby; and (iv) incumbency and specimen signatures of each officer of the Company executing this Agreement or any document delivered in connection herewith.
(g) Good Standing Certificates. Certificates of good standing (or equivalent certificates) for the Company issued by (i) the Secretary of State of the State of Delaware and (ii) the Secretary of State of the State of Tennessee, each dated within five (5) Business Days of the Closing Date.
(h) FIRPTA Certificates. A certificate, executed by each Selling Stockholder that is not a United States person within the meaning of Section 7701(a)(30) of the Code, in the form specified in Treasury Regulations § 1.1445-2(b)(2), certifying that such Selling Stockholder is not a foreign person for purposes of FIRPTA, or, alternatively, a certification from the Company in the form specified in Treasury Regulations § 1.897-2(h), together with a notice to the Internal Revenue Service in accordance with Treasury Regulations § 1.897-2(h)(2). In the event that any Selling Stockholder fails to deliver the required FIRPTA certificate, the Purchaser shall be entitled to withhold from the Purchase Price payable to such Selling Stockholder such amounts as are required under Section 1445 of the Code.
(i) Seller Representative Agreement. The Seller Representative Agreement, duly executed by the Seller Representative and each Selling Stockholder, in the form attached hereto as E

STOCK PURCHASE AGREEMENT

THE SELLING STOCKHOLDERS IDENTIFIED HEREIN,

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