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VOTING AND SUPPORT AGREEMENT

Dated as of February 10, 2025

among

Ardent Healthcare Holdings Inc.,

Crestline Growth Equity Fund II LP,

Ryland Family Holdings LLC,

and

the Management Stockholders identified on Schedule A hereto

(in connection with the acquisition of MedVance Health Systems, Inc.)

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of February 10, 2025, by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and each of the individuals identified on Schedule A attached hereto (each, a "Management Stockholder" and, collectively, the "Management Stockholders"). Crestline, Ryland Holdings, and each Management Stockholder are each referred to herein individually as a "Supporting Stockholder" and collectively as the "Supporting Stockholders."

MedVance Health Systems, Inc., a Delaware corporation (the "Company"), is the entity whose capital stock is the subject of this Agreement.

WHEREAS, the Purchaser, Ardent Capital Partners III LP, a Delaware limited partnership (acting through its general partner, Ardent Capital Management III LLC, a Delaware limited liability company), the Company, and the Sellers named therein have entered into that certain Stock Purchase Agreement, dated as of even date herewith (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), providing for the acquisition by the Purchaser of all of the issued and outstanding capital stock of the Company for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Transaction");

WHEREAS, as of the date hereof, the Supporting Stockholders collectively own one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), comprised as follows:

(i) Crestline Growth Equity Fund II LP: sixty-eight and two-tenths percent (68.2%) of the issued and outstanding shares of Common Stock;

(ii) Ryland Family Holdings LLC: nineteen and five-tenths percent (19.5%) of the issued and outstanding shares of Common Stock; and

(iii) the Management Stockholders (as individually set forth on Schedule A hereto): twelve and three-tenths percent (12.3%) of the issued and outstanding shares of Common Stock, in the aggregate;

WHEREAS, the Purchaser has required, as a condition and inducement to its willingness to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, that each Supporting Stockholder enter into this Agreement with respect to all shares of capital stock of the Company beneficially owned by such Supporting Stockholder;

WHEREAS, each Supporting Stockholder acknowledges the substantial benefits to be derived by such Supporting Stockholder under and pursuant to the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), including the receipt of a proportionate share of the aggregate purchase price payable thereunder, and each Supporting Stockholder is entering into this Agreement voluntarily and with full knowledge of its terms and conditions; and

WHEREAS, each Supporting Stockholder desires to facilitate the consummation of the Transaction on the terms and subject to the conditions set forth in the Purchase Agreement and the other Transaction Documents.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

SECTION 1 — DEFINITIONS

1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:

"Acquisition Proposal" means any inquiry, proposal, indication of interest, or offer from any Person (other than the Purchaser or any of its Affiliates), whether written or oral, relating to (a) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries, (b) the acquisition, directly or indirectly, in one transaction or a series of related transactions, of fifteen percent (15%) or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole (measured by the fair market value thereof), (c) the acquisition, directly or indirectly, in one transaction or a series of related transactions, of fifteen percent (15%) or more of the outstanding equity interests (including any securities convertible into or exercisable or exchangeable for such equity interests) of the Company, (d) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning fifteen percent (15%) or more of the outstanding equity interests of the Company, or (e) any other transaction, the consummation of which would reasonably be expected to prevent, materially delay, or materially impede the consummation of the Transaction.

"Expiration Date" means the earliest to occur of (a) the Closing (as defined in the Purchase Agreement), (b) the valid termination of the Purchase Agreement in accordance with Article X thereof, and (c) any amendment, modification, or waiver of the Purchase Agreement that reduces the Purchase Price payable to the Sellers or changes the form of consideration payable to the Sellers from that set forth in the Purchase Agreement as of the date hereof, in each case without the prior written consent of each Supporting Stockholder affected thereby.

"Permitted Transferee" means, with respect to any Supporting Stockholder, (a) any trust established for the sole benefit of such Supporting Stockholder and/or such Supporting Stockholder's immediate family members, (b) any immediate family member of such Supporting Stockholder (including a spouse, domestic partner, parent, child, grandchild, or sibling), or (c) any Affiliate of such Supporting Stockholder; provided that, in each case, such Permitted Transferee shall have executed and delivered a joinder to this Agreement in form and substance reasonably satisfactory to the Purchaser prior to the effectiveness of any such Transfer.

"Subject Shares" means, with respect to each Supporting Stockholder, (a) all shares of capital stock of the Company owned of record or beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Supporting Stockholder as of the date hereof, as set forth opposite such Supporting Stockholder's name on Schedule A, and (b) all additional shares of capital stock of the Company that such Supporting Stockholder may acquire after the date hereof and prior to the Expiration Date, whether by purchase, stock split, stock dividend, reclassification, recapitalization, exercise of options, warrants, or other rights, conversion of convertible securities, or otherwise.

"Transfer" means, with respect to any security, to sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate, grant a security interest in, gift, place in trust, or otherwise dispose of such security or any right, title, or interest therein (including by operation of law), or to enter into any contract, option, commitment, or other arrangement or understanding with respect to any of the foregoing.

1.2 Interpretation. The provisions of Section 12.10 (Interpretation) of the Purchase Agreement are hereby incorporated by reference and shall apply to this Agreement mutatis mutandis. Without limiting the generality of the foregoing: (a) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning 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) all references to Sections and Schedules shall mean Sections of, and Schedules to, this Agreement unless otherwise specified; (d) words in the singular shall be held to include the plural, and vice versa, and words of one gender shall be held to include the other genders as the context requires; and (e) the terms "hereof," "herein," "herewith," "hereby," and "hereunder" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

SECTION 2 — AGREEMENT TO VOTE; WRITTEN CONSENT

2.1 Agreement to Vote. Each Supporting Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Date (the "Support Period"), at any annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess, or postponement thereof, or in connection with any action by written consent of the stockholders of the Company, such Supporting Stockholder shall:

(a) appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of calculating a quorum; and

(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares:

(i) in favor of the approval and adoption of the Purchase Agreement, the Transaction, and each of the other transactions contemplated by the Purchase Agreement and the other Transaction Documents that require the approval or consent of the stockholders of the Company, and in favor of any other matter necessary for the consummation of the Transaction and the other transactions contemplated by the Purchase Agreement and the other Transaction Documents; and

(ii) against (A) any Acquisition Proposal, and any agreement, transaction, or arrangement relating to or in furtherance of any Acquisition Proposal, (B) any action, agreement, or transaction that would reasonably be expected to result in a breach of any covenant, representation, or warranty of the Company or any Seller under the Purchase Agreement or any other Transaction Document, (C) any action, agreement, or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Transaction or the other transactions contemplated by the Purchase Agreement or any other Transaction Document, (D) any action, agreement, or transaction that would result in any condition to the Closing set forth in Article IX of the Purchase Agreement not being satisfied or fulfilled, and (E) any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws that would be inconsistent with the terms of the Purchase Agreement or this Agreement.

Each Supporting Stockholder agrees that it shall not enter into any agreement or commitment, or take any action, that would be inconsistent with or violate the obligations set forth in this Section 2.1.

2.2 Written Consent. Each Supporting Stockholder agrees that, promptly upon request by the Purchaser (and in any event within two (2) Business Days following such request), such Supporting Stockholder shall execute and deliver (or cause to be executed and delivered) a written consent of stockholders of the Company, in form and substance reasonably acceptable to the Purchaser, adopting and approving the Purchase Agreement and the Transaction in lieu of a meeting of stockholders, to the extent that such written consent is permitted under applicable Law and the Company's organizational documents and to the extent that such approval has not been previously obtained. Each Supporting Stockholder acknowledges and agrees that a written consent of stockholders approving and adopting the Purchase Agreement and the Transaction was executed and delivered to the Purchaser on February 10, 2025, concurrently with the execution and delivery of this Agreement and the Purchase Agreement, and that such written consent remains in full force and effect as of the date hereof.

2.3 Revocation of Prior Proxies. Each Supporting Stockholder hereby represents and warrants that any proxies heretofore given by such Supporting Stockholder in respect of the Subject Shares that are inconsistent with the terms and provisions of this Agreement are hereby revoked and are of no further force or effect. Each Supporting Stockholder agrees that, during the Support Period, such Supporting Stockholder shall not grant any proxy, power of attorney, or other authorization or consent with respect to any Subject Shares that is inconsistent with, or that would in any way limit, restrict, or interfere with, the performance of such Supporting Stockholder's obligations under this Agreement.

SECTION 3 — IRREVOCABLE PROXY

3.1 Grant of Irrevocable Proxy. Each Supporting Stockholder hereby irrevocably and unconditionally appoints the Purchaser, and any individual designated in writing by the Purchaser from time to time, as such Supporting Stockholder's true and lawful attorney-in-fact and proxy (each, a "Proxy Holder"), with full power of substitution and resubstitution, for and in the name, place, and stead of such Supporting Stockholder, to vote (or execute and deliver a written consent with respect to) all Subject Shares owned by such Supporting Stockholder at any annual or special meeting of stockholders of the Company (and at any adjournment, recess, or postponement thereof), or pursuant to any written consent in lieu of a meeting, solely with respect to the matters described in Section 2.1. Each Supporting Stockholder intends this proxy to be, and this proxy is, coupled with an interest and is irrevocable, and each Supporting Stockholder will take such further action and execute such further documents as may be necessary or appropriate to give full effect to this proxy. This irrevocable proxy shall not be terminated by any act of the Supporting Stockholder, including any amendment to the organizational documents of the Supporting Stockholder, or by operation of law, whether by the death, incapacity, bankruptcy, insolvency, dissolution, winding up, or liquidation of such Supporting Stockholder, or by the occurrence of any other event or events, and each Supporting Stockholder hereby revokes any and all prior proxies granted by such Supporting Stockholder with respect to the Subject Shares that are inconsistent with the terms hereof.

The irrevocable proxy granted in this Section 3.1 shall automatically terminate on the Expiration Date without any action required by any party hereto. This irrevocable proxy supersedes any and all prior proxies granted by such Supporting Stockholder with respect to the Subject Shares.

Each Supporting Stockholder acknowledges and agrees that this irrevocable proxy is granted as a material inducement to the Purchaser to enter into the Purchase Agreement and to consummate the Transaction, and that the Purchaser would not have entered into the Purchase Agreement but for the execution and delivery of this Agreement and the irrevocable proxy granted hereunder.

3.2 Limitation. Notwithstanding anything in this Section 3 to the contrary, the irrevocable proxy granted herein shall be exercised solely with respect to the specific matters described in Section 2.1 and shall not extend to, and shall not be exercised with respect to, any other matter that may be submitted to a vote or consent of the stockholders of the Company. If any other matter unrelated to the subjects described in Section 2.1 is presented for a vote or consent of the stockholders of the Company during the Support Period, each Supporting Stockholder shall retain full voting power with respect to the Subject Shares on such other matter.

SECTION 4 — NO SOLICITATION; RESTRICTIONS ON COMPETING TRANSACTIONS

4.1 No Solicitation. From the date hereof until the Expiration Date, each Supporting Stockholder shall not, and shall cause its directors, officers, partners, members, managers, employees, agents, investment bankers, financial advisors, attorneys, accountants, consultants, and other advisors and representatives (collectively, "Representatives") not to, directly or indirectly:

(a) solicit, initiate, seek, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

(b) enter into, continue, or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or any of its Subsidiaries to, any Person (other than the Purchaser and its Representatives) in connection with, or for the purpose of encouraging or facilitating, an Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal;

(c) approve, endorse, recommend, or enter into any letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, joint venture agreement, partnership agreement, or any other contract, agreement, or commitment (whether written or oral, binding or non-binding) relating to or in furtherance of an Acquisition Proposal; or

(d) resolve, propose, agree, or publicly announce an intention to do any of the foregoing.

4.2 Cessation of Existing Activities. Each Supporting Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Person (other than the Purchaser and its Representatives) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal. Each Supporting Stockholder shall promptly (and in any event within two (2) Business Days following the date hereof) request that each Person that has heretofore been furnished confidential information with respect to the Company or any of its Subsidiaries in connection with any Acquisition Proposal or potential Acquisition Proposal return to the Company, or destroy, all non-public or confidential information furnished to such Person by or on behalf of such Supporting Stockholder and shall use commercially reasonable efforts to ensure that such return or destruction is effected in accordance with any applicable confidentiality or non-disclosure agreement.

4.3 Notice of Acquisition Proposals. Each Supporting Stockholder shall promptly (and in any event within twenty-four (24) hours) notify the Purchaser in writing of (a) the receipt by such Supporting Stockholder (or, to the Knowledge of such Supporting Stockholder, any of its Representatives) of any Acquisition Proposal or any inquiry, proposal, indication of interest, or offer that would reasonably be expected to lead to an Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal, inquiry, proposal, indication of interest, or offer (including, to the extent available, a copy of any written proposal, indication of interest, draft agreement, or other written communication relating thereto), and (c) the identity of the Person or group of Persons making such Acquisition Proposal, inquiry, proposal, indication of interest, or offer. Each Supporting Stockholder shall keep the Purchaser reasonably and promptly informed of any material changes, modifications, or developments with respect to the terms or status of any such Acquisition Proposal, inquiry, proposal, indication of interest, or offer (including any changes in the price, structure, conditions, or timing thereof).

SECTION 5 — TRANSFER RESTRICTIONS

5.1 Restriction on Transfer. From the date hereof until the Expiration Date, no Supporting Stockholder shall, directly or indirectly, Transfer any Subject Shares, or enter into any agreement, arrangement, understanding, or commitment (whether written or oral, binding or non-binding) with respect to the Transfer of any Subject Shares, except:

(a) Transfers expressly contemplated by the Purchase Agreement (including, for the avoidance of doubt, the sale and transfer of Subject Shares to the Purchaser at the Closing); and

(b) Transfers for bona fide estate planning purposes to a Permitted Transferee of such Supporting Stockholder; provided that (i) such Permitted Transferee shall have executed and delivered a joinder to this Agreement (in form and substance reasonably satisfactory to the Purchaser) agreeing to be bound by all of the terms and conditions of this Agreement as a "Supporting Stockholder" hereunder, (ii) such execution and delivery shall have occurred prior to the consummation of any such Transfer, (iii) no such Transfer shall relieve the transferring Supporting Stockholder of its obligations hereunder, and (iv) such Transfer shall not be made if it would require registration under the Securities Act of 1933, as amended, or would result in a violation of any applicable federal or state securities laws.

5.2 Encumbrances. From the date hereof until the Expiration Date, no Supporting Stockholder shall create or permit to exist any Lien (as defined in the Purchase Agreement) on any Subject Shares, other than (a) restrictions on transfer arising under applicable federal and state securities laws, (b) Liens existing as of the date hereof that are disclosed in Schedule A hereto, (c) Liens created by this Agreement, and (d) any Lien that would not reasonably be expected to impair or delay such Supporting Stockholder's ability to perform its obligations under this Agreement.

5.3 Transfers in Violation. Any Transfer or attempted Transfer of Subject Shares in violation of this Section 5 shall be null and void ab initio and of no force or effect whatsoever, and the Company shall not, and each Supporting Stockholder agrees to instruct the Company not to, register or otherwise give effect to any such Transfer or attempted Transfer on the books and records of the Company.

SECTION 6 — REPRESENTATIONS AND WARRANTIES OF THE SUPPORTING STOCKHOLDERS

Each Supporting Stockholder, severally (and not jointly or jointly and severally), hereby represents and warrants to the Purchaser as of the date hereof as follows:

6.1 Organization and Authority.

(a) If such Supporting Stockholder is an entity, such Supporting Stockholder is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Such Supporting Stockholder has the full legal right, power, capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder. In the case of a Supporting Stockholder that is an entity, the execution, delivery, and performance of this Agreement by such Supporting Stockholder have been duly and validly authorized by all necessary action on the part of such Supporting Stockholder, including any and all required partner, member, manager, board of directors, or similar approvals.

(c) No other proceedings or actions on the part of such Supporting Stockholder are necessary to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.

6.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by such Supporting Stockholder and constitutes a legal, valid, and binding obligation of such Supporting Stockholder, enforceable against such Supporting Stockholder in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether considered in a proceeding at law or in equity (collectively, the "Enforceability Exceptions").

6.3 No Conflicts. The execution, delivery, and performance by such Supporting Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) if such Supporting Stockholder is an entity, violate, conflict with, or result in any breach of any provision of the organizational documents of such Supporting Stockholder, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or amendment of, any contract, agreement, instrument, or arrangement to which such Supporting Stockholder is a party or by which such Supporting Stockholder or any of the Subject Shares are bound, (c) violate any applicable Law, statute, rule, regulation, order, judgment, injunction, decree, or ruling of any Governmental Authority applicable to such Supporting Stockholder or any of the Subject Shares, or (d) require any consent, approval, authorization, order, filing, registration, or qualification of or with any Governmental Authority or any other Person, except for any consent, approval, authorization, order, filing, registration, or qualification that has been obtained or made prior to the date hereof.

6.4 Ownership of Subject Shares. Such Supporting Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number and type of Subject Shares set forth opposite such Supporting Stockholder's name on Schedule A hereto. Such Supporting Stockholder owns such Subject Shares free and clear of all Liens, other than (i) restrictions on transfer arising under applicable federal and state securities laws and (ii) Liens existing as of the date hereof that are listed and described on Schedule A hereto. The Subject Shares set forth opposite such Supporting Stockholder's name on Schedule A constitute all of the shares of capital stock of the Company or other equity interests of the Company (including options, warrants, and other rights to acquire equity interests of the Company) owned, of record or beneficially, by such Supporting Stockholder or in which such Supporting Stockholder has any interest. Except as otherwise disclosed on Schedule A, such Supporting Stockholder has sole voting power and sole dispositive power with respect to all of the Subject Shares owned by such Supporting Stockholder, and no Person other than such Supporting Stockholder has any right to direct or approve the voting or disposition of any of such Subject Shares.

6.5 No Other Agreements. Except as contemplated by this Agreement, such Supporting Stockholder has not (a) entered into any voting agreement, voting trust, stockholders' agreement, or similar arrangement or understanding with respect to any Subject Shares, (b) granted any proxy, power of attorney, or other authorization or consent with respect to the voting or disposition of any Subject Shares (other than as contemplated by this Agreement), or (c) entered into any agreement, arrangement, or understanding obligating such Supporting Stockholder to Transfer, sell, tender, or otherwise dispose of any Subject Shares, other than the Purchase Agreement and the other Transaction Documents.

6.6 Litigation. There is no Action (as defined in the Purchase Agreement) pending or, to the knowledge of such Supporting Stockholder, threatened in writing against such Supporting Stockholder or any of such Supporting Stockholder's Affiliates that (a) challenges or seeks to restrain, enjoin, or prohibit the execution and delivery by such Supporting Stockholder of this Agreement or the consummation of any of the transactions contemplated hereby, or (b) would reasonably be expected to impair or delay such Supporting Stockholder's ability to perform its obligations under this Agreement in any material respect.

6.7 Reliance. Such Supporting Stockholder understands and acknowledges that the Purchaser is entering into the Purchase Agreement and agreeing to consummate the Transaction in reliance upon such Supporting Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of such Supporting Stockholder contained herein.

6.8 Adequate Information. Such Supporting Stockholder has received and reviewed a complete copy of the Purchase Agreement (including all exhibits and schedules thereto) and all other Transaction Documents. Such Supporting Stockholder has had the opportunity to discuss the terms of this Agreement and the Transaction with such Supporting Stockholder's legal counsel and financial advisors and has been afforded a full and fair opportunity to ask questions and receive answers regarding the Transaction. Such Supporting Stockholder is a sophisticated party with respect to the matters contemplated by this Agreement and has independently and without reliance upon the Purchaser (other than the representations and warranties of the Purchaser set forth in Section 7), and based upon such information as such Supporting Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement.

SECTION 7 — REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to each Supporting Stockholder as of the date hereof as follows:

7.1 Organization and Authority. The Purchaser is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Purchaser have been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution, delivery, and performance of this Agreement.

7.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

7.3 No Conflicts. The execution, delivery, and performance by the Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in any breach of any provision of the certificate of incorporation or bylaws of the Purchaser, (b) violate any applicable Law, statute, rule, regulation, order, judgment, injunction, decree, or ruling of any Governmental Authority applicable to the Purchaser, or (c) result in a breach of, or constitute a default under, any material contract to which the Purchaser is a party or by which the Purchaser is bound.

SECTION 8 — ADDITIONAL COVENANTS

8.1 Further Assurances. From time to time after the date hereof, each Supporting Stockholder shall, at the request of the Purchaser, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to vest in the Purchaser the full benefits intended to be conferred by this Agreement. Without limiting the generality of the foregoing, each Supporting Stockholder shall cooperate with the Purchaser in connection with the delivery of any certificates, instruments, or other documents required to be delivered in connection with the Transaction.

8.2 Waiver of Appraisal Rights. To the fullest extent permitted under applicable Law, including without limitation Section 262 of the Delaware General Corporation Law (as amended from time to time), each Supporting Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any appraisal rights, dissenters' rights, or similar rights of protest or objection under applicable Law with respect to any of the Subject Shares in connection with the Transaction, the Purchase Agreement, or any of the other transactions contemplated by the Purchase Agreement or the other Transaction Documents. Each Supporting Stockholder agrees not to commence, join in, or facilitate, directly or indirectly, any claim, derivative or otherwise, on behalf of or against the Company, the Purchaser, or any of their respective Affiliates relating to the negotiation, execution, or delivery of this Agreement or the consummation of the Transaction, except to enforce such Supporting Stockholder's rights under this Agreement.

8.3 Stockholder Capacity. Each Supporting Stockholder is entering into this Agreement, and agreeing to be bound by the terms and conditions hereof, solely in such Supporting Stockholder's capacity as a record and beneficial owner of Subject Shares, and not in any other capacity. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall be deemed or construed to limit, restrict, or prohibit any Supporting Stockholder (or any Affiliate, employee, Representative, or designee of such Supporting Stockholder) who serves as a director or officer of the Company from taking any action, or failing to take any action, in his or her capacity as a director or officer of the Company, including exercising his or her fiduciary duties to the Company and its stockholders in such capacity, and no such action or failure to act shall be deemed a breach or violation of this Agreement. For the avoidance of doubt, it is understood and agreed that the covenants and agreements set forth in this Agreement apply solely to each Supporting Stockholder in its capacity as a stockholder of the Company and shall not apply to, or restrict in any way, the actions of any individual who is both a Supporting Stockholder (or a Representative of a Supporting Stockholder) and a director or officer of the Company when acting in his or her capacity as a director or officer of the Company.

8.4 Confidentiality. During the Support Period and for a period of two (2) years following the termination of this Agreement, each Supporting Stockholder shall, and shall cause its Representatives to, keep strictly confidential the terms and conditions of this Agreement and the Purchase Agreement and any non-public information received in connection therewith, except (a) as may be required by applicable Law, rule, or regulation (including any reporting requirements under federal or state securities laws), in which case such Supporting Stockholder shall, to the extent reasonably practicable and legally permissible, provide prior written notice to the Purchaser of such disclosure, (b) as expressly permitted by the terms of the Purchase Agreement or any other Transaction Document, (c) in connection with the enforcement of such Supporting Stockholder's rights under this Agreement, the Purchase Agreement, or any other Transaction Document, and (d) disclosures to such Supporting Stockholder's legal counsel, financial advisors, accountants, and other professional advisors who have a need to know such information in connection with the transactions contemplated hereby, in each case subject to customary confidentiality obligations no less restrictive than those set forth in this Section 8.4.

8.5 No Adverse Action. During the Support Period, each Supporting Stockholder shall not, and shall cause its Representatives not to, directly or indirectly, take or commit to take any action that (a) would make any representation or warranty of such Supporting Stockholder set forth in this Agreement untrue or incorrect in any material respect at any time during the Support Period, (b) would have the effect of preventing, materially delaying, or materially impeding the consummation of the Transaction or any of the other transactions contemplated by the Purchase Agreement or the other Transaction Documents, or (c) would reasonably be expected to adversely affect such Supporting Stockholder's ability to perform its obligations under this Agreement in any material respect.

SECTION 9 — TERMINATION

9.1 Termination. This Agreement shall automatically terminate and be of no further force or effect, without any action or notice by any party hereto, upon the earliest to occur of:

(a) the Closing under the Purchase Agreement (at which point the Transaction will have been consummated and the purposes of this Agreement will have been achieved);

(b) the valid termination of the Purchase Agreement in accordance with the terms and provisions of Article X thereof;

(d) any amendment, modification, supplement, or waiver of the Purchase Agreement (whether by formal amendment, side letter, or otherwise) that (i) decreases the Purchase Price payable to the Sellers in the aggregate or to any individual Supporting Stockholder, (ii) changes the form of consideration payable to the Sellers from that set forth in the Purchase Agreement as of the date hereof, (iii) imposes additional material conditions to the Closing that are not set forth in Article IX of the Purchase Agreement as of the date hereof, or (iv) extends the Outside Date (as defined in the Purchase Agreement) beyond August 10, 2025, in each case of clauses (i) through (iv), without the prior written consent of each Supporting Stockholder affected thereby.

9.2 Effect of Termination. Upon the termination of this Agreement in accordance with Section 9.1, this Agreement shall forthwith become null and void and of no further force or effect, and there shall be no liability on the part of any party hereto or any of their respective directors, officers, partners, members, managers, employees, agents, or other Representatives under this Agreement; provided, however, that (a) nothing in this Section 9.2 shall relieve any party hereto from any liability for damages resulting from any willful and material breach of this Agreement occurring prior to such termination (which damages may include, in addition to other available remedies, the right to pursue damages for the loss of the benefits of this Agreement), and (b) the provisions of this Section 9.2 and Section 10 (Miscellaneous) shall survive the termination of this Agreement and shall remain in full force and effect.

SECTION 10 — MISCELLANEOUS

10.1 Notices. All notices, requests, demands, claims, and other communications required or permitted to be given hereunder (each, a "Notice") shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by nationally recognized overnight courier service (with proof of delivery), or by email transmission (with confirmation of receipt, which confirmation shall not include an automated electronic response), to the respective parties at the following addresses (or at such other address for a party as shall be specified in a Notice given in accordance with this Section 10.1):

If to the Purchaser:

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

Attention: Graham Whitfield and Priya Ranganathan

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

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

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

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to Crestline:

Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, MA 02116

Attention: Marcus Delgado

Email: mdelgado@crestlinegrowth.com

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

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

Attention: Rebecca Whitaker

Email: rwhitaker@wpslaw.com

If to Ryland Holdings:

Ryland Family Holdings LLC c/o Dr. Catherine Ryland 4200 West End Avenue, Suite 1100 Nashville, TN 37205

Email: cryland@rylandfamilyholdings.com

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

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

Attention: Rebecca Whitaker

Email: rwhitaker@wpslaw.com

If to a Management Stockholder:

To such Management Stockholder at the address set forth opposite such Management Stockholder's name on Schedule A hereto.

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

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

Attention: Rebecca Whitaker

Email: rwhitaker@wpslaw.com

10.2 Entire Agreement. This Agreement, together with the Purchase Agreement, the other Transaction Documents, and the schedules and exhibits hereto and thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, discussions, negotiations, representations, warranties, undertakings, and understandings (whether written or oral) among the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements between or among the parties relating to the subject matter hereof other than those expressly set forth or referred to herein.

10.3 Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or restated except by an instrument in writing signed by the Purchaser and each Supporting Stockholder affected by such amendment, modification, supplement, or restatement. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party or parties against whom such waiver is to be effective. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

10.4 Severability. If any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined by any court of competent jurisdiction to be invalid, unlawful, void, or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void, or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by applicable Law. Upon any such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the greatest extent permitted by applicable Law.

10.5 Assignment. No party may assign, delegate, or otherwise transfer this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of each of the other parties hereto; provided, however, that the Purchaser may assign its rights (but not its obligations) under this Agreement to any Affiliate of the Purchaser without the consent of any other party hereto, so long as such assignment does not relieve the Purchaser of any of its obligations hereunder. Any purported assignment, delegation, or transfer in violation of this Section 10.5 shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.6 Governing Law. This Agreement, and all claims, causes of action, disputes, and other matters arising out of, relating to, or in connection with this Agreement (whether at law or in equity, whether in contract, in tort, or otherwise), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

10.7 Jurisdiction; Venue. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such United States District Court also declines jurisdiction, any state court of the State of Delaware) in any Action arising out of, relating to, or in connection with this Agreement, or for recognition or enforcement of any judgment relating thereto, and each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in such courts, (b) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware (or, if applicable, in such other courts specified herein), (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such Action in any such court, and (d) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of any such Action in any such court. Each party hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereto irrevocably consents to service of process in the manner provided for Notices in Section 10.1; provided, however, that nothing in this Section 10.7 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law.

10.8 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, DEMAND, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.8.

10.9 Specific Performance. The parties hereto acknowledge and agree that irreparable damage, for which monetary relief (even if available) would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if any party hereto fails to take any action required of it hereunder to consummate the transactions contemplated by this Agreement. Accordingly, each party hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such party may be entitled at law or in equity, in each case without the necessity of demonstrating actual damages, without the requirement of posting any bond or other security, and without regard to the adequacy of any remedy at law. Each party hereto further agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

10.10 Expenses. Except as otherwise expressly provided in the Purchase Agreement or in any other Transaction Document, each party hereto shall bear its own costs and expenses (including attorneys' fees and disbursements) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Purchaser shall not be required to reimburse any Supporting Stockholder's expenses incurred in connection with this Agreement.

10.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person (including any stockholder, creditor, director, officer, employee, or agent of any party hereto) any legal or equitable right, benefit, remedy, or claim of any nature under or by reason of this Agreement.

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

10.13 Construction. The parties hereto acknowledge and agree that each party hereto and its respective counsel have reviewed and participated in the negotiation, preparation, and drafting of this Agreement. Accordingly, no rule of strict construction shall be applied against any party hereto, and no ambiguity shall be construed or resolved against any party hereto by virtue of the fact that such party or its counsel drafted or prepared any particular provision of this Agreement or this Agreement generally.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

SIGNATURE PAGES TO VOTING AND SUPPORT AGREEMENT

IN WITNESS WHEREOF, each of the undersigned has caused this Voting and Support Agreement to be duly executed and delivered as of the date first written above.

PURCHASER:

ARDENT HEALTHCARE HOLDINGS INC.

By: ________

Name: Graham Whitfield

Title: President

Date: ________

SUPPORTING STOCKHOLDERS:

CRESTLINE GROWTH EQUITY FUND II LP

By: Crestline Growth Equity Management II LLC,

its General Partner

By: ________

Name: Marcus Delgado

Title: Partner

Date: ________

RYLAND FAMILY HOLDINGS LLC

By: ________

Name: Dr. Catherine Ryland

Title: Managing Member

Date: ________

MANAGEMENT STOCKHOLDERS:

________________________________________

Daniel Burch, individually

Date: ________

________________________________________

Angela Moretti, individually

Date: ________

________________________________________

Dr. Samir Patel, individually

Date: ________

________________________________________

Karen Tolliver, individually

Date: ________

SCHEDULE A

SUPPORTING STOCKHOLDERS AND SUBJECT SHARES

The following table sets forth, as of February 10, 2025, the Supporting Stockholders, their respective addresses for notice purposes, the type and number/percentage of Subject Shares held by each Supporting Stockholder, and any existing Liens on such Subject Shares.

Notes to Schedule A:

1. The Management Stockholders (Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver) collectively hold 1,230,000 shares of Common Stock, representing 12.3% of the issued and outstanding shares of Common Stock of the Company. Individual Management Stockholder percentages aggregate to 12.3%.

2. All Subject Shares set forth in this Schedule A, taken together, represent 100% of the issued and outstanding capital stock of the Company as of the date of this Agreement. There are no other outstanding shares of capital stock or other equity interests of the Company (including options, warrants, convertible securities, or other rights to acquire equity interests of the Company) other than the Subject Shares listed herein.

3. Pursuant to the terms of the Purchase Agreement, the Management Stockholders will be rolling over approximately 24.4% of their respective Subject Shares into equity interests of the Purchaser (or a parent entity of the Purchaser) at the Closing. Specifically: (a) Daniel Burch will roll over approximately 114,680 shares; (b) Angela Moretti will roll over approximately 82,960 shares; (c) Dr. Samir Patel will roll over approximately 61,000 shares; and (d) Karen Tolliver will roll over approximately 41,480 shares. The balance of each Management Stockholder's Subject Shares will be sold to the Purchaser at the Closing for cash in accordance with the terms of the Purchase Agreement. The rollover arrangement does not alter, diminish, or otherwise affect any Management Stockholder's obligations under this Agreement during the period prior to the Closing.

4. No Supporting Stockholder shares voting power or dispositive power over its Subject Shares with any co-holder, except as may otherwise be disclosed in the organizational documents of Crestline Growth Equity Fund II LP or Ryland Family Holdings LLC, copies of which have been provided to the Purchaser.

Supporting Stockholder	Address for Notice	Type of Shares	Number / Percentage of Subject Shares	Existing Liens (if any)
Crestline Growth Equity Fund II LP	200 Clarendon Street, 42nd Floor, Boston, MA 02116; Attn: Marcus Delgado	Common Stock, par value $0.001 per share	6,820,000 shares (68.2% of issued and outstanding shares)	None
Ryland Family Holdings LLC	c/o Dr. Catherine Ryland, 4200 West End Avenue, Suite 1100, Nashville, TN 37205	Common Stock, par value $0.001 per share	1,950,000 shares (19.5% of issued and outstanding shares)	None
Daniel Burch	3811 Woodmont Lane, Nashville, TN 37215	Common Stock, par value $0.001 per share	470,000 shares (4.7% of issued and outstanding shares)	None
Angela Moretti	2506 Belmont Boulevard, Apt. 4A, Nashville, TN 37212	Common Stock, par value $0.001 per share	340,000 shares (3.4% of issued and outstanding shares)	None
Dr. Samir Patel	1200 Acklen Avenue, Nashville, TN 37212	Common Stock, par value $0.001 per share	250,000 shares (2.5% of issued and outstanding shares)	None
Karen Tolliver	901 Woodland Street, Suite 200, Nashville, TN 37206	Common Stock, par value $0.001 per share	170,000 shares (1.7% of issued and outstanding shares)	None
Total	10,000,000 shares (100% of issued and outstanding shares)

VOTING AND SUPPORT AGREEMENT
Dated as of February 10, 2025
among
Ardent Healthcare Holdings Inc.,
Crestline Growth Equity Fund II LP,
Ryland Family Holdings LLC,
and
the Management Stockholders identified on Schedule A hereto
(in connection with the acquisition of MedVance Health Systems, Inc.)
VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of February 10, 2025, by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and each of the individuals identified on Schedule A attached hereto (each, a "Management Stockholder" and, collectively, the "Management Stockholders"). Crestline, Ryland Holdings, and each Management Stockholder are each referred to herein individually as a "Supporting Stockholder" and collectively as the "Supporting Stockholders."
MedVance Health Systems, Inc., a Delaware corporation (the "Company"), is the entity whose capital stock is the subject of this Agreement.
WHEREAS, the Purchaser, Ardent Capital Partners III LP, a Delaware limited partnership (acting through its general partner, Ardent Capital Management III LLC, a Delaware limited liability company), the Company, and the Sellers named therein have entered into that certain Stock Purchase Agreement, dated as of even date herewith (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), providing for the acquisition by the Purchaser of all of the issued and outstanding capital stock of the Company for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Transaction");
WHEREAS, as of the date hereof, the Supporting Stockholders collectively own one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), comprised as follows:
(i) Crestline Growth Equity Fund II LP: sixty-eight and two-tenths percent (68.2%) of the issued and outstanding shares of Common Stock;
(ii) Ryland Family Holdings LLC: nineteen and five-tenths percent (19.5%) of the issued and outstanding shares of Common Stock; and
(iii) the Management Stockholders (as individually set forth on Schedule A hereto): twelve and three-tenths percent (12.3%) of the issued and outstanding shares of Common Stock, in the aggregate;
WHEREAS, the Purchaser has required, as a condition and inducement to its willingness to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, that each Supporting Stockholder enter into this Agreement with respect to all shares of capital stock of the Company beneficially owned by such Supporting Stockholder;
WHEREAS, each Supporting Stockholder acknowledges the substantial benefits to be derived by such Supporting Stockholder under and pursuant to the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), including the receipt of a proportionate share of the aggregate purchase price payable thereunder, and each Supporting Stockholder is entering into this Agreement voluntarily and with full knowledge of its terms and conditions; and
WHEREAS, each Supporting Stockholder desires to facilitate the consummation of the Transaction on the terms and subject to the conditions set forth in the Purchase Agreement and the other Transaction Documents.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:
SECTION 1 — DEFINITIONS
1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:
"Acquisition Proposal" means any inquiry, proposal, indication of interest, or offer from any Person (other than the Purchaser or any of its Affiliates), whether written or oral, relating to (a) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries, (b) the acquisition, directly or indirectly, in one transaction or a series of related transactions, of fifteen percent (15%) or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole (measured by the fair market value thereof), (c) the acquisition, directly or indirectly, in one transaction or a series of related transactions, of fifteen percent (15%) or more of the outstanding equity interests (including any securities convertible into or exercisable or exchangeable for such equity interests) of the Company, (d) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning fifteen percent (15%) or more of the outstanding equity interests of the Company, or (e) any other transaction, the consummation of which would reasonably be expected to prevent, materially delay, or materially impede the consummation of the Transaction.
"Expiration Date" means the earliest to occur of (a) the Closing (as defined in the Purchase Agreement), (b) the valid termination of the Purchase Agreement in accordance with Article X thereof, and (c) any amendment, modification, or waiver of the Purchase Agreement that reduces the Purchase Price payable to the Sellers or changes the form of consideration payable to the Sellers from that set forth in the Purchase Agreement as of the date hereof, in each case without the prior written consent of each Supporting Stockholder affected thereby.
"Permitted Transferee" means, with respect to any Supporting Stockholder, (a) any trust established for the sole benefit of such Supporting Stockholder and/or such Supporting Stockholder's immediate family members, (b) any immediate family member of such Supporting Stockholder (including a spouse, domestic partner, parent, child, grandchild, or sibling), or (c) any Affiliate of such Supporting Stockholder; provided that, in each case, such Permitted Transferee shall have executed and delivered a joinder to this Agreement in form and substance reasonably satisfactory to the Purchaser prior to the effectiveness of any such Transfer.
"Subject Shares" means, with respect to each Supporting Stockholder, (a) all shares of capital stock of the Company owned of record or beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Supporting Stockholder as of the date hereof, as set forth opposite such Supporting Stockholder's name on Schedule A, and (b) all additional shares of capital stock of the Company that such Supporting Stockholder may acquire after the date hereof and prior to the Expiration Date, whether by purchase, stock split, stock dividend, reclassification, recapitalization, exercise of options, warrants, or other rights, conversion of convertible securities, or otherwise.
"Transfer" means, with respect to any security, to sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate, grant a security interest in, gift, place in trust, or otherwise dispose of such security or any right, title, or interest therein (including by operation of law), or to enter into any contract, option, commitment, or other arrangement or understanding with respect to any of the foregoing.
1.2 Interpretation. The provisions of Section 12.10 (Interpretation) of the Purchase Agreement are hereby incorporated by reference and shall apply to this Agreement mutatis mutandis. Without limiting the generality of the foregoing: (a) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning 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) all references to Sections and Schedules shall mean Sections of, and Schedules to, this Agreement unless otherwise specified; (d) words in the singular shall be held to include the plural, and vice versa, and words of one gender shall be held to include the other genders as the context requires; and (e) the terms "hereof," "herein," "herewith," "hereby," and "hereunder" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.
SECTION 2 — AGREEMENT TO VOTE; WRITTEN CONSENT
2.1 Agreement to Vote. Each Supporting Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Date (the "Support Period"), at any annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess, or postponement thereof, or in connection with any action by written consent of the stockholders of the Company, such Supporting Stockholder shall:
(a) appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of calculating a quorum; and
(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares:
(i) in favor of the approval and adoption of the Purchase Agreement, the Transaction, and each of the other transactions contemplated by the Purchase Agreement and the other Transaction Documents that require the approval or consent of the stockholders of the Company, and in favor of any other matter necessary for the consummation of the Transaction and the other transactions contemplated by the Purchase Agreement and the other Transaction Documents; and
(ii) against (A) any Acquisition Proposal, and any agreement, transaction, or arrangement relating to or in furtherance of any Acquisition Proposal, (B) any action, agreement, or transaction that would reasonably be expected to result in a breach of any covenant, representation, or warranty of the Company or any Seller under the Purchase Agreement or any other Transaction Document, (C) any action, agreement, or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Transaction or the other transactions contemplated by the Purchase Agreement or any other Transaction Document, (D) any action, agreement, or transaction that would result in any condition to the Closing set forth in Article IX of the Purchase Agreement not being satisfied or fulfilled, and (E) any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws that would be inconsistent with the terms of the Purchase Agreement or this Agreement.
Each Supporting Stockholder agrees that it shall not enter into any agreement or commitment, or take any action, that would be inconsistent with or violate the obligations set forth in this Section 2.1.
2.2 Written Consent. Each Supporting Stockholder agrees that, promptly upon request by the Purchaser (and in any event within two (2) Business Days following such request), such Supporting Stockholder shall execute and deliver (or cause to be executed and delivered) a written consent of stockholders of the Company, in form and substance reasonably acceptable to the Purchaser, adopting and approving the Purchase Agreement and the Transaction in lieu of a meeting of stockholders, to the extent that such written consent is permitted under applicable Law and the Company's organizational documents and to the extent that such approval has not been previously obtained. Each Supporting Stockholder acknowledges and agrees that a written consent of stockholders approving and adopting the Purchase Agreement and the Transaction was executed and delivered to the Purchaser on February 10, 2025, concurrently with the execution and delivery of this Agreement and the Purchase Agreement, and that such written consent remains in full force and effect as of the date hereof.
2.3 Revocation of Prior Proxies. Each Supporting Stockholder hereby represents and warrants that any proxies heretofore given by such Supporting Stockholder in respect of the Subject Shares that are inconsistent with the terms and provisions of this Agreement are hereby revoked and are of no further force or effect. Each Supporting Stockholder agrees that, during the Support Period, such Supporting Stockholder shall not grant any proxy, power of attorney, or other authorization or consent with respect to any Subject Shares that is inconsistent with, or that would in any way limit, restrict, or interfere with, the performance of such Supporting Stockholder's obligations under this Agreement.
SECTION 3 — IRREVOCABLE PROXY
3.1 Grant of Irrevocable Proxy. Each Supporting Stockholder hereby irrevocably and unconditionally appoints the Purchaser, and any individual designated in writing by the Purchaser from time to time, as such Supporting Stockholder's true and lawful attorney-in-fact and proxy (each, a "Proxy Holder"), with full power of substitution and resubstitution, for and in the name, place, and stead of such Supporting Stockholder, to vote (or execute and deliver a written consent with respect to) all Subject Shares owned by such Supporting Stockholder at any annual or special meeting of stockholders of the Company (and at any adjournment, recess, or postponement thereof), or pursuant to any written consent in lieu of a meeting, solely with respect to the matters described in Section 2.1. Each Supporting Stockholder intends this proxy to be, and this proxy is, coupled with an interest and is irrevocable, and each Supporting Stockholder will take such further action and execute such further documents as may be necessary or appropriate to give full effect to this proxy. This irrevocable proxy shall not be terminated by any act of the Supporting Stockholder, including any amendment to the organizational documents of the Supporting Stockholder, or by operation of law, whether by the death, incapacity, bankruptcy, insolvency, dissolution, winding up, or liquidation of such Supporting Stockholder, or by the occurrence of any other event or events, and each Supporting Stockholder hereby revokes any and all prior proxies granted by such Supporting Stockholder with respect to the Subject Shares that are inconsistent with the terms hereof.
The irrevocable proxy granted in this Section 3.1 shall automatically terminate on the Expiration Date without any action required by any party hereto. This irrevocable proxy supersedes any and all prior proxies granted by such Supporting Stockholder with respect to the Subject Shares.
Each Supporting Stockholder acknowledges and agrees that this irrevocable proxy is granted as a material inducement to the Purchaser to enter into the Purchase Agreement and to consummate the Transaction, and that the Purchaser would not have entered into the Purchase Agreement but for the execution and delivery of this Agreement and the irrevocable proxy granted hereunder.
3.2 Limitation. Notwithstanding anything in this Section 3 to the contrary, the irrevocable proxy granted herein shall be exercised solely with respect to the specific matters described in Section 2.1 and shall not extend to, and shall not be exercised with respect to, any other matter that may be submitted to a vote or consent of the stockholders of the Company. If any other matter unrelated to the subjects described in Section 2.1 is presented for a vote or consent of the stockholders of the Company during the Support Period, each Supporting Stockholder shall retain full voting power with respect to the Subject Shares on such other matter.
SECTION 4 — NO SOLICITATION; RESTRICTIONS ON COMPETING TRANSACTIONS
4.1 No Solicitation. From the date hereof until the Expiration Date, each Supporting Stockholder shall not, and shall cause its directors, officers, partners, members, managers, employees, agents, investment bankers, financial advisors, attorneys, accountants, consultants, and other advisors and representatives (collectively, "Representatives") not to, directly or indirectly:
(a) solicit, initiate, seek, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;
(b) enter into, continue, or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or any of its Subsidiaries to, any Person (other than the Purchaser and its Representatives) in connection with, or for the purpose of encouraging or facilitating, an Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal;
(c) approve, endorse, recommend, or enter into any letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, joint venture agreement, partnership agreement, or any other contract, agreement, or commitment (whether written or oral, binding or non-binding) relating to or in furtherance of an Acquisition Proposal; or
(d) resolve, propose, agree, or publicly announce an intention to do any of the foregoing.
4.2 Cessation of Existing Activities. Each Supporting Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Person (other than the Purchaser and its Representatives) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal. Each Supporting Stockholder shall promptly (and in any event within two (2) Business Days following the date hereof) request that each Person that has heretofore been furnished confidential information with respect to the Company or any of its Subsidiaries in connection with any Acquisition Proposal or potential Acquisition Proposal return to the Company, or destroy, all non-public or confidential information furnished to such Person by or on behalf of such Supporting Stockholder and shall use commercially reasonable efforts to ensure that such return or destruction is effected in accordance with any applicable confidentiality or non-disclosure agreement.
4.3 Notice of Acquisition Proposals. Each Supporting Stockholder shall promptly (and in any event within twenty-four (24) hours) notify the Purchaser in writing of (a) the receipt by such Supporting Stockholder (or, to the Knowledge of such Supporting Stockholder, any of its Representatives) of any Acquisition Proposal or any inquiry, proposal, indication of interest, or offer that would reasonably be expected to lead to an Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal, inquiry, proposal, indication of interest, or offer (including, to the extent available, a copy of any written proposal, indication of interest, draft agreement, or other written communication relating thereto), and (c) the identity of the Person or group of Persons making such Acquisition Proposal, inquiry, proposal, indication of interest, or offer. Each Supporting Stockholder shall keep the Purchaser reasonably and promptly informed of any material changes, modifications, or developments with respect to the terms or status of any such Acquisition Proposal, inquiry, proposal, indication of interest, or offer (including any changes in the price, structure, conditions, or timing thereof).
SECTION 5 — TRANSFER RESTRICTIONS
5.1 Restriction on Transfer. From the date hereof until the Expiration Date, no Supporting Stockholder shall, directly or indirectly, Transfer any Subject Shares, or enter into any agreement, arrangement, understanding, or commitment (whether written or oral, binding or non-binding) with respect to the Transfer of any Subject Shares, except:
(a) Transfers expressly contemplated by the Purchase Agreement (including, for the avoidance of doubt, the sale and transfer of Subject Shares to the Purchaser at the Closing); and
(b) Transfers for bona fide estate planning purposes to a Permitted Transferee of such Supporting Stockholder; provided that (i) such Permitted Transferee shall have executed and delivered a joinder to this Agreement (in form and substance reasonably satisfactory to the Purchaser) agreeing to be bound by all of the terms and conditions of this Agreement as a "Supporting Stockholder" hereunder, (ii) such execution and delivery shall have occurred prior to the consummation of any such Transfer, (iii) no such Transfer shall relieve the transferring Supporting Stockholder of its obligations hereunder, and (iv) such Transfer shall not be made if it would require registration under the Securities Act of 1933, as amended, or would result in a violation of any applicable federal or state securities laws.
5.2 Encumbrances. From the date hereof until the Expiration Date, no Supporting Stockholder shall create or permit to exist any Lien (as defined in the Purchase Agreement) on any Subject Shares, other than (a) restrictions on transfer arising under applicable federal and state securities laws, (b) Liens existing as of the date hereof that are disclosed in Schedule A hereto, (c) Liens created by this Agreement, and (d) any Lien that would not reasonably be expected to impair or delay such Supporting Stockholder's ability to perform its obligations under this Agreement.
5.3 Transfers in Violation. Any Transfer or attempted Transfer of Subject Shares in violation of this Section 5 shall be null and void ab initio and of no force or effect whatsoever, and the Company shall not, and each Supporting Stockholder agrees to instruct the Company not to, register or otherwise give effect to any such Transfer or attempted Transfer on the books and records of the Company.
SECTION 6 — REPRESENTATIONS AND WARRANTIES OF THE SUPPORTING STOCKHOLDERS
Each Supporting Stockholder, severally (and not jointly or jointly and severally), hereby represents and warrants to the Purchaser as of the date hereof as follows:
6.1 Organization and Authority.
(a) If such Supporting Stockholder is an entity, such Supporting Stockholder is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Such Supporting Stockholder has the full legal right, power, capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder. In the case of a Supporting Stockholder that is an entity, the execution, delivery, and performance of this Agreement by such Supporting Stockholder have been duly and validly authorized by all necessary action on the part of such Supporting Stockholder, including any and all required partner, member, manager, board of directors, or similar approvals.
(c) No other proceedings or actions on the part of such Supporting Stockholder are necessary to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.
6.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by such Supporting Stockholder and constitutes a legal, valid, and binding obligation of such Supporting Stockholder, enforceable against such Supporting Stockholder in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether considered in a proceeding at law or in equity (collectively, the "Enforceability Exceptions").
6.3 No Conflicts. The execution, delivery, and performance by such Supporting Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) if such Supporting Stockholder is an entity, violate, conflict with, or result in any breach of any provision of the organizational documents of such Supporting Stockholder, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or amendment of, any contract, agreement, instrument, or arrangement to which such Supporting Stockholder is a party or by which such Supporting Stockholder or any of the Subject Shares are bound, (c) violate any applicable Law, statute, rule, regulation, order, judgment, injunction, decree, or ruling of any Governmental Authority applicable to such Supporting Stockholder or any of the Subject Shares, or (d) require any consent, approval, authorization, order, filing, registration, or qualification of or with any Governmental Authority or any other Person, except for any consent, approval, authorization, order, filing, registration, or qualification that has been obtained or made prior to the date hereof.
6.4 Ownership of Subject Shares. Such Supporting Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number and type of Subject Shares set forth opposite such Supporting Stockholder's name on Schedule A hereto. Such Supporting Stockholder owns such Subject Shares free and clear of all Liens, other than (i) restrictions on transfer arising under applicable federal and state securities laws and (ii) Liens existing as of the date hereof that are listed and described on Schedule A hereto. The Subject Shares set forth opposite such Supporting Stockholder's name on Schedule A constitute all of the shares of capital stock of the Company or other equity interests of the Company (including options, warrants, and other rights to acquire equity interests of the Company) owned, of record or beneficially, by such Supporting Stockholder or in which such Supporting Stockholder has any interest. Except as otherwise disclosed on Schedule A, such Supporting Stockholder has sole voting power and sole dispositive power with respect to all of the Subject Shares owned by such Supporting Stockholder, and no Person other than such Supporting Stockholder has any right to direct or approve the voting or disposition of any of such Subject Shares.
6.5 No Other Agreements. Except as contemplated by this Agreement, such Supporting Stockholder has not (a) entered into any voting agreement, voting trust, stockholders' agreement, or similar arrangement or understanding with respect to any Subject Shares, (b) granted any proxy, power of attorney, or other authorization or consent with respect to the voting or disposition of any Subject Shares (other than as contemplated by this Agreement), or (c) entered into any agreement, arrangement, or understanding obligating such Supporting Stockholder to Transfer, sell, tender, or otherwise dispose of any Subject Shares, other than the Purchase Agreement and the other Transaction Documents.
6.6 Litigation. There is no Action (as defined in the Purchase Agreement) pending or, to the knowledge of such Supporting Stockholder, threatened in writing against such Supporting Stockholder or any of such Supporting Stockholder's Affiliates that (a) challenges or seeks to restrain, enjoin, or prohibit the execution and delivery by such Supporting Stockholder of this Agreement or the consummation of any of the transactions contemplated hereby, or (b) would reasonably be expected to impair or delay such Supporting Stockholder's ability to perform its obligations under this Agreement in any material respect.
6.7 Reliance. Such Supporting Stockholder understands and acknowledges that the Purchaser is entering into the Purchase Agreement and agreeing to consummate the Transaction in reliance upon such Supporting Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of such Supporting Stockholder contained herein.
6.8 Adequate Information. Such Supporting Stockholder has received and reviewed a complete copy of the Purchase Agreement (including all exhibits and schedules thereto) and all other Transaction Documents. Such Supporting Stockholder has had the opportunity to discuss the terms of this Agreement and the Transaction with such Supporting Stockholder's legal counsel and financial advisors and has been afforded a full and fair opportunity to ask questions and receive answers regarding the Transaction. Such Supporting Stockholder is a sophisticated party with respect to the matters contemplated by this Agreement and has independently and without reliance upon the Purchaser (other than the representations and warranties of the Purchaser set forth in Section 7), and based upon such information as such Supporting Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement.
SECTION 7 — REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to each Supporting Stockholder as of the date hereof as follows:
7.1 Organization and Authority. The Purchaser is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Purchaser have been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution, delivery, and performance of this Agreement.
7.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions.
7.3 No Conflicts. The execution, delivery, and performance by the Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in any breach of any provision of the certificate of incorporation or bylaws of the Purchaser, (b) violate any applicable Law, statute, rule, regulation, order, judgment, injunction, decree, or ruling of any Governmental Authority applicable to the Purchaser, or (c) result in a breach of, or constitute a default under, any material contract to which the Purchaser is a party or by which the Purchaser is bound.
SECTION 8 — ADDITIONAL COVENANTS
8.1 Further Assurances. From time to time after the date hereof, each Supporting Stockholder shall, at the request of the Purchaser, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to vest in the Purchaser the full benefits intended to be conferred by this Agreement. Without limiting the generality of the foregoing, each Supporting Stockholder shall cooperate with the Purchaser in connection with the delivery of any certificates, instruments, or other documents required to be delivered in connection with the Transaction.
8.2 Waiver of Appraisal Rights. To the fullest extent permitted under applicable Law, including without limitation Section 262 of the Delaware General Corporation Law (as amended from time to time), each Supporting Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any appraisal rights, dissenters' rights, or similar rights of protest or objection under applicable Law with respect to any of the Subject Shares in connection with the Transaction, the Purchase Agreement, or any of the other transactions contemplated by the Purchase Agreement or the other Transaction Documents. Each Supporting Stockholder agrees not to commence, join in, or facilitate, directly or indirectly, any claim, derivative or otherwise, on behalf of or against the Company, the Purchaser, or any of their respective Affiliates relating to the negotiation, execution, or delivery of this Agreement or the consummation of the Transaction, except to enforce such Supporting Stockholder's rights under this Agreement.
8.3 Stockholder Capacity. Each Supporting Stockholder is entering into this Agreement, and agreeing to be bound by the terms and conditions hereof, solely in such Supporting Stockholder's capacity as a record and beneficial owner of Subject Shares, and not in any other capacity. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall be deemed or construed to limit, restrict, or prohibit any Supporting Stockholder (or any Affiliate, employee, Representative, or designee of such Supporting Stockholder) who serves as a director or officer of the Company from taking any action, or failing to take any action, in his or her capacity as a director or officer of the Company, including exercising his or her fiduciary duties to the Company and its stockholders in such capacity, and no such action or failure to act shall be deemed a breach or violation of this Agreement. For the avoidance of doubt, it is understood and agreed that the covenants and agreements set forth in this Agreement apply solely to each Supporting Stockholder in its capacity as a stockholder of the Company and shall not apply to, or restrict in any way, the actions of any individual who is both a Supporting Stockholder (or a Representative of a Supporting Stockholder) and a director or officer of the Company when acting in his or her capacity as a director or officer of the Company.
8.4 Confidentiality. During the Support Period and for a period of two (2) years following the termination of this Agreement, each Supporting Stockholder shall, and shall cause its Representatives to, keep strictly confidential the terms and conditions of this Agreement and the Purchase Agreement and any non-public information received in connection therewith, except (a) as may be required by applicable Law, rule, or regulation (including any reporting requirements under federal or state securities laws), in which case such Supporting Stockholder shall, to the extent reasonably practicable and legally permissible, provide prior written notice to the Purchaser of such disclosure, (b) as expressly permitted by the terms of the Purchase Agreement or any other Transaction Document, (c) in connection with the enforcement of such Supporting Stockholder's rights under this Agreement, the Purchase Agreement, or any other Transaction Document, and (d) disclosures to such Supporting Stockholder's legal counsel, financial advisors, accountants, and other professional advisors who have a need to know such information in connection with the transactions contemplated hereby, in each case subject to customary confidentiality obligations no less restrictive than those set forth in this Section 8.4.
8.5 No Adverse Action. During the Support Period, each Supporting Stockholder shall not, and shall cause its Representatives not to, directly or indirectly, take or commit to take any action that (a) would make any representation or warranty of such Supporting Stockholder set forth in this Agreement untrue or incorrect in any material respect at any time during the Support Period, (b) would have the effect of preventing, materially delaying, or materially impeding the consummation of the Transaction or any of the other transactions contemplated by the Purchase Agreement or the other Transaction Documents, or (c) would reasonably be expected to adversely affect such Supporting Stockholder's ability to perform its obligations under this Agreement in any material respect.
SECTION 9 — TERMINATION
9.1 Termination. This Agreement shall automatically terminate and be of no further force or effect, without any action or notice by any party hereto, upon the earliest to occur of:
(a) the Closing under the Purchase Agreement (at which point the Transaction will have been consummated and the purposes of this Agreement will have been achieved);
(b) the valid termination of the Purchase Agreement in accordance with the terms and provisions of Article X thereof;
(c) the mutual written consent of the Purchaser and each of the Supporting Stockholders to terminate this Agreement; and
(d) any amendment, modification, supplement, or waiver of the Purchase Agreement (whether by formal amendment, side letter, or otherwise) that (i) decreases the Purchase Price payable to the Sellers in the aggregate or to any individual Supporting Stockholder, (ii) changes the form of consideration payable to the Sellers from that set forth in the Purchase Agreement as of the date hereof, (iii) imposes additional material conditions to the Closing that are not set forth in Article IX of the Purchase Agreement as of the date hereof, or (iv) extends the Outside Date (as defined in the Purchase Agreement) beyond August 10, 2025, in each case of clauses (i) through (iv), without the prior written consent of each Supporting Stockholder affected thereby.
9.2 Effect of Termination. Upon the termination of this Agreement in accordance with Section 9.1, this Agreement shall forthwith become null and void and of no further force or effect, and there shall be no liability on the part of any party hereto or any of their respective directors, officers, partners, members, managers, employees, agents, or other Representatives under this Agreement; provided, however, that (a) nothing in this Section 9.2 shall relieve any party hereto from any liability for damages resulting from any willful and material breach of this Agreement occurring prior to such termination (which damages may include, in addition to other available remedies, the right to pursue damages for the loss of the benefits of this Agreement), and (b) the provisions of this Section 9.2 and Section 10 (Miscellaneous) shall survive the termination of this Agreement and shall remain in full force and effect.
SECTION 10 — MISCELLANEOUS
10.1 Notices. All notices, requests, demands, claims, and other communications required or permitted to be given hereunder (each, a "Notice") shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by nationally recognized overnight courier service (with proof of delivery), or by email transmission (with confirmation of receipt, which confirmation shall not include an automated electronic response), to the respective parties at the following addresses (or at such other address for a party as shall be specified in a Notice given in accordance with this Section 10.1):
If to the Purchaser:
Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, NY 10022
Attention: Graham Whitfield and Priya Ranganathan
Email: gwhitfield@ardentcapital.com; pranganathan@ardentcapital.com
with a copy (which shall not constitute Notice) to:
Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to Crestline:
Crestline Growth Equity Fund II LP 200 Clarendon Street, 42nd Floor Boston, MA 02116
Attention: Marcus Delgado
Email: mdelgado@crestlinegrowth.com
with a copy (which shall not constitute Notice) to:
Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, TN 37201
Attention: Rebecca Whitaker
Email: rwhitaker@wpslaw.com
If to Ryland Holdings:
Ryland Family Holdings LLC c/o Dr. Catherine Ryland 4200 West End Avenue, Suite 1100 Nashville, TN 37205
Email: cryland@rylandfamilyholdings.com
with a copy (which shall not constitute Notice) to:
Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, TN 37201
Attention: Rebecca Whitaker
Email: rwhitaker@wpslaw.com
If to a Management Stockholder:
To such Management Stockholder at the address set forth opposite such Management Stockholder's name on Schedule A hereto.
with a copy (which shall not constitute Notice) to:
Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, TN 37201
Attention: Rebecca Whitaker
Email: rwhitaker@wpslaw.com
10.2 Entire Agreement. This Agreement, together with the Purchase Agreement, the other Transaction Documents, and the schedules and exhibits hereto and thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, discussions, negotiations, representations, warranties, undertakings, and understandings (whether written or oral) among the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements between or among the parties relating to the subject matter hereof other than those expressly set forth or referred to herein.
10.3 Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or restated except by an instrument in writing signed by the Purchaser and each Supporting Stockholder affected by such amendment, modification, supplement, or restatement. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party or parties against whom such waiver is to be effective. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.
10.4 Severability. If any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined by any court of competent jurisdiction to be invalid, unlawful, void, or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void, or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by applicable Law. Upon any such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the greatest extent permitted by applicable Law.
10.5 Assignment. No party may assign, delegate, or otherwise transfer this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of each of the other parties hereto; provided, however, that the Purchaser may assign its rights (but not its obligations) under this Agreement to any Affiliate of the Purchaser without the consent of any other party hereto, so long as such assignment does not relieve the Purchaser of any of its obligations hereunder. Any purported assignment, delegation, or transfer in violation of this Section 10.5 shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.6 Governing Law. This Agreement, and all claims, causes of action, disputes, and other matters arising out of, relating to, or in connection with this Agreement (whether at law or in equity, whether in contract, in tort, or otherwise), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
10.7 Jurisdiction; Venue. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such United States District Court also declines jurisdiction, any state court of the State of Delaware) in any Action arising out of, relating to, or in connection with this Agreement, or for recognition or enforcement of any judgment relating thereto, and each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in such courts, (b) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware (or, if applicable, in such other courts specified herein), (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such Action in any such court, and (d) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of any such Action in any such court. Each party hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereto irrevocably consents to service of process in the manner provided for Notices in Section 10.1; provided, however, that nothing in this Section 10.7 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law.
10.8 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, DEMAND, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.8.
10.9 Specific Performance. The parties hereto acknowledge and agree that irreparable damage, for which monetary relief (even if available) would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if any party hereto fails to take any action required of it hereunder to consummate the transactions contemplated by this Agreement. Accordingly, each party hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such party may be entitled at law or in equity, in each case without the necessity of demonstrating actual damages, without the requirement of posting any bond or other security, and without regard to the adequacy of any remedy at law. Each party hereto further agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.
10.10 Expenses. Except as otherwise expressly provided in the Purchase Agreement or in any other Transaction Document, each party hereto shall bear its own costs and expenses (including attorneys' fees and disbursements) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Purchaser shall not be required to reimburse any Supporting Stockholder's expenses incurred in connection with this Agreement.
10.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person (including any stockholder, creditor, director, officer, employee, or agent of any party hereto) any legal or equitable right, benefit, remedy, or claim of any nature under or by reason of this Agreement.
10.12 Counterparts. This Agreement may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmission or by electronic signature, including via Brightwater Software, Ashford Health IT, or any other similar electronic signature platform), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
10.13 Construction. The parties hereto acknowledge and agree that each party hereto and its respective counsel have reviewed and participated in the negotiation, preparation, and drafting of this Agreement. Accordingly, no rule of strict construction shall be applied against any party hereto, and no ambiguity shall be construed or resolved against any party hereto by virtue of the fact that such party or its counsel drafted or prepared any particular provision of this Agreement or this Agreement generally.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SIGNATURE PAGES TO VOTING AND SUPPORT AGREEMENT
IN WITNESS WHEREOF, each of the undersigned has caused this Voting and Support Agreement to be duly executed and delivered as of the date first written above.
PURCHASER:
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Graham Whitfield
Title: President
Date: ________
SUPPORTING STOCKHOLDERS:
CRESTLINE GROWTH EQUITY FUND II LP
By: Crestline Growth Equity Management II LLC,
its General Partner
By: ________
Name: Marcus Delgado
Title: Partner
Date: ________
RYLAND FAMILY HOLDINGS LLC
By: ________
Name: Dr. Catherine Ryland
Title: Managing Member
Date: ________
MANAGEMENT STOCKHOLDERS:
________________________________________
Daniel Burch, individually
Date: ________
________________________________________
Angela Moretti, individually
Date: ________
________________________________________
Dr. Samir Patel, individually
Date: ________
________________________________________
Karen Tolliver, individually
Date: ________
SCHEDULE A
SUPPORTING STOCKHOLDERS AND SUBJECT SHARES
The following table sets forth, as of February 10, 2025, the Supporting Stockholders, their respective addresses for notice purposes, the type and number/percentage of Subject Shares held by each Supporting Stockholder, and any existing Liens on such Subject Shares.
Notes to Schedule A:
1.  The Management Stockholders (Daniel Burch, Angela Moretti, Dr. Samir Patel, and Karen Tolliver) collectively hold 1,230,000 shares of Common Stock, representing 12.3% of the issued and outstanding shares of Common Stock of the Company. Individual Management Stockholder percentages aggregate to 12.3%.
2.  All Subject Shares set forth in this Schedule A, taken together, represent 100% of the issued and outstanding capital stock of the Company as of the date of this Agreement. There are no other outstanding shares of capital stock or other equity interests of the Company (including options, warrants, convertible securities, or other rights to acquire equity interests of the Company) other than the Subject Shares listed herein.
3.  Pursuant to the terms of the Purchase Agreement, the Management Stockholders will be rolling over approximately 24.4% of their respective Subject Shares into equity interests of the Purchaser (or a parent entity of the Purchaser) at the Closing. Specifically: (a) Daniel Burch will roll over approximately 114,680 shares; (b) Angela Moretti will roll over approximately 82,960 shares; (c) Dr. Samir Patel will roll over approximately 61,000 shares; and (d) Karen Tolliver will roll over approximately 41,480 shares. The balance of each Management Stockholder's Subject Shares will be sold to the Purchaser at the Closing for cash in accordance with the terms of the Purchase Agreement. The rollover arrangement does not alter, diminish, or otherwise affect any Management Stockholder's obligations under this Agreement during the period prior to the Closing.
4.  No Supporting Stockholder shares voting power or dispositive power over its Subject Shares with any co-holder, except as may otherwise be disclosed in the organizational documents of Crestline Growth Equity Fund II LP or Ryland Family Holdings LLC, copies of which have been provided to the Purchaser.
Supporting Stockholder | Address for Notice | Type of Shares | Number / Percentage of Subject Shares | Existing Liens (if any)
Crestline Growth Equity Fund II LP | 200 Clarendon Street, 42nd Floor, Boston, MA 02116; Attn: Marcus Delgado | Common Stock, par value $0.001 per share | 6,820,000 shares (68.2% of issued and outstanding shares) | None
Ryland Family Holdings LLC | c/o Dr. Catherine Ryland, 4200 West End Avenue, Suite 1100, Nashville, TN 37205 | Common Stock, par value $0.001 per share | 1,950,000 shares (19.5% of issued and outstanding shares) | None
Daniel Burch | 3811 Woodmont Lane, Nashville, TN 37215 | Common Stock, par value $0.001 per share | 470,000 shares (4.7% of issued and outstanding shares) | None
Angela Moretti | 2506 Belmont Boulevard, Apt. 4A, Nashville, TN 37212 | Common Stock, par value $0.001 per share | 340,000 shares (3.4% of issued and outstanding shares) | None
Dr. Samir Patel | 1200 Acklen Avenue, Nashville, TN 37212 | Common Stock, par value $0.001 per share | 250,000 shares (2.5% of issued and outstanding shares) | None
Karen Tolliver | 901 Woodland Street, Suite 200, Nashville, TN 37206 | Common Stock, par value $0.001 per share | 170,000 shares (1.7% of issued and outstanding shares) | None
Total | 10,000,000 shares (100% of issued and outstanding shares)

VOTING AND SUPPORT AGREEMENT

VOTING AND SUPPORT AGREEMENT

SIGNATURE PAGES TO VOTING AND SUPPORT AGREEMENT

PURCHASER:

ARDENT HEALTHCARE HOLDINGS INC.

SUPPORTING STOCKHOLDERS:

CRESTLINE GROWTH EQUITY FUND II LP

RYLAND FAMILY HOLDINGS LLC

MANAGEMENT STOCKHOLDERS:

SCHEDULE A

SUPPORTING STOCKHOLDERS AND SUBJECT SHARES

Record

Parties

Dates

Amounts