1001-00003 · Client 1001 · Closing

buyer-closing-certificate.docx DOCUMENT M&A / Corporate

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BUYER'S CLOSING CERTIFICATE

June 30, 2024

Delivered pursuant to Section 8.2(d) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation ("Purchaser" or "Buyer"), and Cardinal Peak Industries, Inc., a Delaware corporation ("Seller").

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS, Purchaser and Seller entered into the Agreement, which provides for the acquisition by Purchaser of substantially all of the assets of Seller (the "Acquired Assets"), together with the assumption of certain specified liabilities of Seller (the "Assumed Liabilities"), for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Base Purchase Price"), subject to adjustment as set forth in Article III of the Agreement;

WHEREAS, the Agreement requires, as a condition to the obligation of Seller to consummate the transactions contemplated thereby, that Purchaser deliver to Seller at the Closing a certificate, signed by a duly authorized officer of Purchaser, certifying as to certain matters set forth in Section 8.2(d) of the Agreement;

WHEREAS, the Closing is occurring on June 30, 2024 (the "Closing Date"), and all references herein to the Closing and the Closing Date shall refer to such date;

WHEREAS, the undersigned, Victoria Chen, is the President of Ardent Healthcare Acquisition Corp., a duly authorized officer thereof, and is delivering this Buyer's Closing Certificate (this "Certificate") on behalf of Purchaser in satisfaction of the closing condition set forth in Section 8.2(d) of the Agreement; and

WHEREAS, the undersigned has reviewed the Agreement, the ancillary agreements contemplated thereby, and the transactions contemplated by the foregoing, and delivers this Certificate with full knowledge of the obligations and certifications contained herein.

NOW, THEREFORE, the undersigned hereby certifies to Seller as follows:

Section 1. Bring-Down of Buyer's Representations and Warranties

The undersigned hereby certifies, on behalf of Purchaser, that each of the representations and warranties of Purchaser contained in Article VI of the Agreement is true and correct in all material respects (or, with respect to those representations and warranties that are qualified by "materiality," "Material Adverse Effect," or similar qualifications, true and correct in all respects) as of the date of the Agreement (April 2, 2024) and as of the Closing Date (June 30, 2024), as though made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, where qualified by materiality, in all respects) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically confirms that each of the following representations and warranties of Purchaser set forth in Article VI of the Agreement remains true and correct in all material respects (or, where qualified by materiality, in all respects) as of the Closing Date:

(a) Organization and Good Standing (Section 6.1). Ardent Healthcare Acquisition Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Purchaser was formed on January 22, 2024, and is registered with the Delaware Division of Corporations under File No. 7129384. Purchaser's registered agent is National Registered Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Purchaser has full corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Purchaser is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to prevent or materially delay Purchaser's ability to consummate the transactions contemplated by the Agreement.

(b) Authorization (Section 6.2). Purchaser has full corporate power and authority to execute, deliver, and perform its obligations under the Agreement and each ancillary agreement to which it is a party, including the Bill of Sale, the Assignment and Assumption Agreement, the intellectual Property Assignment Agreement, the Transition Services Agreement, the Escrow Agreement, and the Earnout Agreement (collectively, the "Transaction Documents"). All necessary corporate action on the part of Purchaser, including approval by Purchaser's board of directors and sole stockholder, has been duly and validly taken to authorize the execution, delivery, and performance of the Agreement and each Transaction Document to which Purchaser is a party, and the consummation of the transactions contemplated thereby. No other corporate proceedings on the part of Purchaser are necessary to authorize the Agreement, the Transaction Documents, or the consummation of the transactions contemplated thereby.

(c) No Conflicts (Section 6.3). The execution, delivery, and performance by Purchaser of the Agreement and each Transaction Document to which Purchaser is a party, and the consummation of the transactions contemplated thereby, do not and will not: (i) conflict with or result in a violation or breach of any provision of the certificate of incorporation or bylaws of Purchaser, each as currently in effect; (ii) conflict with or result in a violation or breach of any applicable law, statute, regulation, rule, order, judgment, injunction, or decree of any governmental authority applicable to Purchaser or any of its properties or assets; or (iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any material contract, agreement, instrument, or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets is bound.

(d) Enforceability (Section 6.4). The Agreement and each Transaction Document to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to: (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting or relating to the enforcement of creditors' rights generally; and (ii) general principles of equity, whether considered in a proceeding at law or in equity (such exceptions, the "Enforceability Exceptions").

(e) Financing (Section 6.5). Purchaser has available to it sufficient funds, and will have at the Closing sufficient immediately available funds, to consummate the transactions contemplated by the Agreement, including payment of the Base Purchase Price (as adjusted pursuant to the Agreement), all fees and expenses of Purchaser related to the transactions contemplated by the Agreement, and the funding of the Escrow Amount. Without limiting the foregoing, Purchaser has obtained the following financing:

(i) Equity Financing. An equity contribution in the aggregate amount of Two Hundred Twenty Million Dollars ($220,000,000) from Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), which equity contribution has been fully committed and is available for immediate funding at Closing, in accordance with the terms of the Equity Commitment Letter, dated as of April 2, 2024, between Purchaser and the Sponsor, a true and complete copy of which has been delivered to Seller; and

(ii) Debt Financing. Term loan proceeds in the aggregate principal amount of Three Hundred Ten Million Dollars ($310,000,000) under the Senior Secured Credit Facility (the "Credit Facility"), with Pinnacle National Bank, N.A. acting as Administrative Agent and Lead Arranger, pursuant to the Project Cardinal Commitment Letter, dated as of April 2, 2024 (the "Debt Commitment Letter"), a true and complete copy of which has been delivered to Seller. All conditions precedent to the funding of the Credit Facility have been satisfied or waived, and the proceeds thereof are available for immediate funding at Closing.

The foregoing equity and debt financing, together with Purchaser's available cash on hand, is collectively sufficient to fund the aggregate amount payable by Purchaser at the Closing and to pay all related fees, costs, and expenses.

(f) Brokers and Finders (Section 6.6). Except for the engagement of Graystone Partners LLC as Buyer's exclusive financial advisor in connection with the transactions contemplated by the Agreement, no broker, finder, investment banker, or other Person is entitled to any brokerage fee, finder's fee, commission, or similar payment in connection with the transactions contemplated by the Agreement based upon arrangements made by or on behalf of Purchaser. All fees and expenses payable to Graystone Partners LLC are the sole responsibility of Purchaser and shall not be an obligation of Seller.

(g) Litigation (Section 6.7). There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of Purchaser, threatened against or relating to Purchaser before any court, tribunal, governmental authority, or arbitral body that (i) would prevent or materially delay Purchaser's ability to consummate the transactions contemplated by the Agreement, (ii) challenges the validity or enforceability of the Agreement or any Transaction Document to which Purchaser is a party, or (iii) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by the Agreement. There is no order, judgment, injunction, or decree of any governmental authority outstanding against Purchaser that would have any such effect.

(h) Solvency (Section 6.8). Immediately after giving effect to the Closing and the transactions contemplated by the Agreement, including the payment of the Base Purchase Price (as adjusted), the incurrence of all indebtedness under the Credit Facility, the payment of all transaction costs and expenses of Purchaser, and the consummation of all other transactions contemplated by the Agreement and the Transaction Documents:

(i) Purchaser will be solvent (in that both the fair value and the fair saleable value of Purchaser's assets will exceed its debts and other liabilities, including contingent liabilities, as they become due);

(ii) Purchaser will have adequate capital and liquidity to carry on its business as currently conducted and as proposed to be conducted following the Closing; and

(iii) Purchaser will not have incurred, and does not intend to incur, debts beyond its ability to pay as they become absolute and mature.

Section 2. Compliance with Covenants

The undersigned hereby certifies, on behalf of Purchaser, that Purchaser has duly performed and complied with, in all material respects, all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Purchaser at or prior to the Closing. Without limiting the generality of the foregoing, the undersigned specifically confirms the following:

(a) Commercially Reasonable Efforts. Purchaser has used commercially reasonable efforts to satisfy all conditions to Closing set forth in Article VIII of the Agreement, including cooperating with Seller in connection with all regulatory filings, notifications, and approvals required in connection with the transactions contemplated by the Agreement.

(b) Financing. Purchaser has obtained all financing necessary to consummate the transactions contemplated by the Agreement and to pay the aggregate consideration due at the Closing, including (i) the funding of Term Loan A in the aggregate principal amount of Three Hundred Ten Million Dollars ($310,000,000) under the Credit Facility, and (ii) the equity contribution in the aggregate amount of Two Hundred Twenty Million Dollars ($220,000,000) from Ardent Capital Partners III LP. All conditions precedent to the availability of such financing have been satisfied, and such financing is available for immediate disbursement at Closing.

(c) Escrow Deposit. Purchaser has deposited, or has caused to be deposited, Sixty-Two Million Dollars ($62,000,000) (the "Escrow Amount," representing ten percent (10%) of the Base Purchase Price) with Commonwealth Trust & Escrow Company, a New York trust company, in its capacity as escrow agent (the "Escrow Agent"), pursuant to the Escrow Agreement, dated as of the Closing Date, by and among Purchaser, Seller, and the Escrow Agent (the "Escrow Agreement"). The Escrow Amount has been deposited in immediately available funds into the escrow account designated in the Escrow Agreement and shall be held, invested, and released in accordance with the terms and conditions thereof.

(d) Closing Deliverables. Purchaser has delivered, or has caused to be delivered, to Seller all closing deliverables required to be delivered by Purchaser at or prior to the Closing pursuant to Section 4.2 of the Agreement, including:

(i) this Buyer's Closing Certificate;

(ii) a Secretary's Certificate of Purchaser, certifying as to Purchaser's certificate of incorporation, bylaws, resolutions of the board of directors and sole stockholder authorizing the transactions, and incumbency of officers;

(iii) executed counterpart signature pages to the Assignment and Assumption Agreement;

(iv) executed counterpart signature pages to the Transition Services Agreement;

(v) executed counterpart signature pages to the Escrow Agreement;

(vi) executed counterpart signature pages to the Earnout Agreement;

(vii) evidence of the deposit of the Escrow Amount with the Escrow Agent;

(viii) wire transfer of the Closing Cash Consideration (as defined in Section 3.2 of the Agreement) to the account or accounts designated by Seller in writing; and

(ix) all other documents, instruments, and agreements required to be delivered by Purchaser under the Agreement or reasonably requested by Seller to effectuate the transactions contemplated thereby.

(e) No Action Causing Breach. Purchaser has not taken any action, and has not failed to take any action, that has caused or would reasonably be expected to cause any of its representations and warranties set forth in Article VI of the Agreement to become untrue or incorrect in any material respect as of any time on or prior to the Closing Date. Purchaser has not taken any action that would, or would reasonably be expected to, prevent, materially delay, or materially impede the consummation of the transactions contemplated by the Agreement.

Section 3. Satisfaction of Buyer's Closing Conditions

The undersigned hereby certifies, on behalf of Purchaser, that all conditions precedent to the obligations of Purchaser to consummate the Closing as set forth in Section 8.1 of the Agreement have been satisfied (or, to the extent permitted by the Agreement, waived by Purchaser in writing). Without limiting the generality of the foregoing, the undersigned specifically confirms the satisfaction (or waiver) of the following conditions:

(a) Seller's Representations and Warranties. The representations and warranties of Seller contained in Article V of the Agreement are true and correct in all material respects (or, with respect to those representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date of the Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct as of such earlier date), as certified in the Seller's Closing Certificate delivered by Seller to Purchaser concurrently herewith.

(b) Seller's Covenants. Seller has duly performed and complied with, in all material respects, all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing, as certified in the Seller's Closing Certificate delivered by Seller to Purchaser concurrently herewith.

(c) No Material Adverse Effect. No Material Adverse Effect (as defined in Section 1.1 of the Agreement) has occurred since the date of the Agreement (April 2, 2024) through and including the Closing Date (June 30, 2024). The undersigned has reviewed the Officer's Certificate re: No Material Adverse Effect delivered by Seller concurrently herewith and is satisfied that no event, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, assets, financial condition, or results of operations of Seller or the Acquired Assets.

(d) No Injunction or Restraint. No governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, order, writ, injunction, judgment, or decree (whether temporary, preliminary, or permanent) that is in effect and that restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by the Agreement. No action, suit, or proceeding has been commenced or is pending by any governmental authority seeking any such restraint, injunction, or prohibition.

(e) Healthcare Regulatory Filings. All required healthcare regulatory filings, notifications, and approvals necessary for the consummation of the transactions contemplated by the Agreement have been duly made, submitted, or obtained, as applicable. Specifically, state change-of-ownership ("CHOW") notices were filed with the applicable state healthcare regulatory authorities in the following jurisdictions on March 4, 2024:

(i) Tennessee: Tennessee Department of Health, Health Care Facilities Division;

(ii) Georgia: Georgia Department of Community Health, Healthcare Facility Regulation Division; and

(iii) North Carolina: North Carolina Department of Health and Human Services, Division of Health Service Regulation.

No governmental authority in any such jurisdiction has objected to, sought to prevent, or imposed any condition on the consummation of the transactions contemplated by the Agreement, and the applicable waiting or review periods, to the extent any were imposed, have expired or been terminated without adverse action.

(f) Hart-Scott-Rodino Act. The filing of a notification and report form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, was not required in connection with the transactions contemplated by the Agreement. Outside counsel to Purchaser (Calderwood & Harkness LLP) and outside counsel to Seller have each independently confirmed that the transaction is below the applicable size-of-transaction threshold for asset purchases of healthcare clinics under the HSR Act and the regulations of the Federal Trade Commission, and accordingly no HSR Act filing was made or required.

(g) Seller's Closing Deliverables. Seller has duly delivered, or has caused to be delivered, to Purchaser all closing deliverables required to be delivered by Seller at or prior to the Closing pursuant to Section 4.3 of the Agreement, including the following:

(i) the Bill of Sale, duly executed by Seller, conveying and transferring to Purchaser all of Seller's right, title, and interest in and to the Acquired Assets;

(ii) the Assignment and Assumption Agreement, duly executed by Seller, assigning to Purchaser the Assumed Contracts and the Assumed Liabilities;

(iii) the intellectual Property Assignment Agreement, duly executed by Seller, assigning to Purchaser all of Seller's right, title, and interest in and to the Assigned intellectual Property (as defined therein);

(iv) the Transition Services Agreement, duly executed by Seller, pursuant to which Seller will provide certain transition services to Purchaser for a period of up to twelve (12) months following the Closing Date;

(v) the Seller's Closing Certificate, duly executed by a duly authorized officer of Seller;

(vi) the Secretary's Certificate of Seller, certifying as to Seller's certificate of incorporation, bylaws, resolutions of the board of directors and stockholders authorizing the transactions, and incumbency of officers;

(vii) the Officer's Certificate re: No Material Adverse Effect, duly executed by the Chief Executive Officer of Seller;

(viii) a certificate of non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the "FIRPTA Certificate"), duly executed by Seller;

(ix) executed employment agreements and non-competition agreements with each of Dr. Randall J. Whitfield, M.D. (Chief Medical Officer of Seller) and Elaine Whitfield-Torres (Vice President, Clinical Operations of Seller), each effective as of the Closing Date;

(x) the payoff letter from Velthorn Merchant Bank, N.A., as administrative agent under the Credit Agreement, dated as of March 15, 2018, as amended (the "Seller Credit Agreement"), confirming the aggregate amount of outstanding indebtedness of Seller under the Seller Credit Agreement as of the Closing Date in the amount of Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000) (the "Payoff Amount"), together with wire transfer instructions for the repayment thereof and a commitment to deliver UCC termination statements and lien releases promptly upon receipt of the Payoff Amount; and

(xi) all other documents, instruments, and agreements required to be delivered by Seller under the Agreement.

(h) UCC Termination Statements. UCC-3 termination statements have been filed with the Delaware Secretary of State (File No. 2024-0628-TS-001) and the Tennessee Secretary of State (File No. 2024-0628-TS-002) on June 28, 2024, evidencing the release and termination of all Uniform Commercial Code financing statements and the related security interests and liens securing Seller's existing indebtedness to Velthorn Merchant Bank, N.A. under the Seller Credit Agreement. Purchaser has reviewed copies of such filed UCC-3 termination statements and is satisfied that all such liens and security interests have been or will be fully released and terminated as of the Closing.

(i) Escrow Agreement. The Escrow Agreement has been duly executed and delivered by each of Purchaser, Seller, and Commonwealth Trust & Escrow Company, as Escrow Agent, and is in full force and effect as of the Closing Date. The Escrow Amount has been deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement.

(j) Earnout Agreement. The Earnout Agreement, dated as of the Closing Date, has been duly executed and delivered by each of Purchaser, Seller, and the selling stockholders of Seller identified therein (collectively, the "Selling Stockholders"), and is in full force and effect as of the Closing Date. The Earnout Agreement sets forth the terms, conditions, and calculation methodology for any earnout payments payable by Purchaser based on the achievement of specified performance milestones during the earnout period, as more fully described therein.

Section 4. Officer Certification and Authorization

The undersigned hereby further certifies as follows:

(a) The undersigned, Victoria Chen, is the President of Ardent Healthcare Acquisition Corp. and is a duly authorized officer of Purchaser. The undersigned has been duly authorized by the board of directors of Purchaser to execute and deliver this Buyer's Closing Certificate on behalf of Purchaser in connection with the Closing.

(b) The undersigned has reviewed the Agreement, each of the ancillary agreements and Transaction Documents to which Purchaser is a party, and the transactions contemplated thereby. The certifications, representations, and confirmations contained herein are made by the undersigned to the best of the undersigned's knowledge and belief after due inquiry, including consultation with officers, employees, and advisors of Purchaser and review of all relevant books, records, and documents.

(c) This Certificate is being delivered in connection with, and as a condition to, the Closing under the Agreement and may be relied upon by Seller and its affiliates, directors, officers, stockholders, agents, and representatives. Seller is entitled to rely on the certifications contained herein as if such certifications were made directly to Seller. Nothing in this Certificate shall limit or modify any of the representations, warranties, covenants, or obligations of Purchaser set forth in the Agreement or any Transaction Document.

(d) The undersigned acknowledges that Seller would not consummate the Closing absent the delivery of this Certificate and the certifications contained herein, and that this Certificate constitutes a material inducement to Seller to consummate the transactions contemplated by the Agreement.

Section 5. Governing Law

This Buyer's Closing Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing governing law provision is consistent with Section 12.8 of the Agreement, and all disputes arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in the Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Buyer's Closing Certificate as of the date first set forth above.

ARDENT HEALTHCARE ACQUISITION CORP.

By: ________

Name: Victoria Chen

Title: President

Date: June 30, 2024

NOTICE INFORMATION

All notices, requests, consents, claims, demands, waivers, and other communications hereunder or under the Agreement shall be delivered in accordance with Section 12.1 of the Agreement to the following addresses:

If to Purchaser:

Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, New York 10022

Attention: Marcus Ainsworth, Managing Partner; Priya Mehta-Sullivan, Partner

Telephone: (212) 555-8400

Email: mainsworth@ardentcapital.com; pmehta-sullivan@ardentcapital.com

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

Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, New York 10281

Attention: Beatrice Holloway, Partner

Telephone: (212) 555-2200

Email: bholloway@calderwoodharkness.com

This Buyer's Closing Certificate is delivered pursuant to Section 8.2(d) of the Asset Purchase Agreement, dated as of April 2, 2024, by and between Ardent Healthcare Acquisition Corp. and Cardinal Peak Industries, Inc. This document is confidential and is intended solely for the use of the parties to the Agreement and their respective advisors.

BUYER'S CLOSING CERTIFICATE
June 30, 2024
Delivered pursuant to Section 8.2(d) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation ("Purchaser" or "Buyer"), and Cardinal Peak Industries, Inc., a Delaware corporation ("Seller").
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
RECITALS
WHEREAS, Purchaser and Seller entered into the Agreement, which provides for the acquisition by Purchaser of substantially all of the assets of Seller (the "Acquired Assets"), together with the assumption of certain specified liabilities of Seller (the "Assumed Liabilities"), for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Base Purchase Price"), subject to adjustment as set forth in Article III of the Agreement;
WHEREAS, the Agreement requires, as a condition to the obligation of Seller to consummate the transactions contemplated thereby, that Purchaser deliver to Seller at the Closing a certificate, signed by a duly authorized officer of Purchaser, certifying as to certain matters set forth in Section 8.2(d) of the Agreement;
WHEREAS, the Closing is occurring on June 30, 2024 (the "Closing Date"), and all references herein to the Closing and the Closing Date shall refer to such date;
WHEREAS, the undersigned, Victoria Chen, is the President of Ardent Healthcare Acquisition Corp., a duly authorized officer thereof, and is delivering this Buyer's Closing Certificate (this "Certificate") on behalf of Purchaser in satisfaction of the closing condition set forth in Section 8.2(d) of the Agreement; and
WHEREAS, the undersigned has reviewed the Agreement, the ancillary agreements contemplated thereby, and the transactions contemplated by the foregoing, and delivers this Certificate with full knowledge of the obligations and certifications contained herein.
NOW, THEREFORE, the undersigned hereby certifies to Seller as follows:
Section 1. Bring-Down of Buyer's Representations and Warranties
The undersigned hereby certifies, on behalf of Purchaser, that each of the representations and warranties of Purchaser contained in Article VI of the Agreement is true and correct in all material respects (or, with respect to those representations and warranties that are qualified by "materiality," "Material Adverse Effect," or similar qualifications, true and correct in all respects) as of the date of the Agreement (April 2, 2024) and as of the Closing Date (June 30, 2024), as though made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, where qualified by materiality, in all respects) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically confirms that each of the following representations and warranties of Purchaser set forth in Article VI of the Agreement remains true and correct in all material respects (or, where qualified by materiality, in all respects) as of the Closing Date:
(a) Organization and Good Standing (Section 6.1). Ardent Healthcare Acquisition Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Purchaser was formed on January 22, 2024, and is registered with the Delaware Division of Corporations under File No. 7129384. Purchaser's registered agent is National Registered Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Purchaser has full corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Purchaser is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to prevent or materially delay Purchaser's ability to consummate the transactions contemplated by the Agreement.
(b) Authorization (Section 6.2). Purchaser has full corporate power and authority to execute, deliver, and perform its obligations under the Agreement and each ancillary agreement to which it is a party, including the Bill of Sale, the Assignment and Assumption Agreement, the intellectual Property Assignment Agreement, the Transition Services Agreement, the Escrow Agreement, and the Earnout Agreement (collectively, the "Transaction Documents"). All necessary corporate action on the part of Purchaser, including approval by Purchaser's board of directors and sole stockholder, has been duly and validly taken to authorize the execution, delivery, and performance of the Agreement and each Transaction Document to which Purchaser is a party, and the consummation of the transactions contemplated thereby. No other corporate proceedings on the part of Purchaser are necessary to authorize the Agreement, the Transaction Documents, or the consummation of the transactions contemplated thereby.
(c) No Conflicts (Section 6.3). The execution, delivery, and performance by Purchaser of the Agreement and each Transaction Document to which Purchaser is a party, and the consummation of the transactions contemplated thereby, do not and will not: (i) conflict with or result in a violation or breach of any provision of the certificate of incorporation or bylaws of Purchaser, each as currently in effect; (ii) conflict with or result in a violation or breach of any applicable law, statute, regulation, rule, order, judgment, injunction, or decree of any governmental authority applicable to Purchaser or any of its properties or assets; or (iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any material contract, agreement, instrument, or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets is bound.
(d) Enforceability (Section 6.4). The Agreement and each Transaction Document to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to: (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting or relating to the enforcement of creditors' rights generally; and (ii) general principles of equity, whether considered in a proceeding at law or in equity (such exceptions, the "Enforceability Exceptions").
(e) Financing (Section 6.5). Purchaser has available to it sufficient funds, and will have at the Closing sufficient immediately available funds, to consummate the transactions contemplated by the Agreement, including payment of the Base Purchase Price (as adjusted pursuant to the Agreement), all fees and expenses of Purchaser related to the transactions contemplated by the Agreement, and the funding of the Escrow Amount. Without limiting the foregoing, Purchaser has obtained the following financing:
(i) Equity Financing. An equity contribution in the aggregate amount of Two Hundred Twenty Million Dollars ($220,000,000) from Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), which equity contribution has been fully committed and is available for immediate funding at Closing, in accordance with the terms of the Equity Commitment Letter, dated as of April 2, 2024, between Purchaser and the Sponsor, a true and complete copy of which has been delivered to Seller; and
(ii) Debt Financing. Term loan proceeds in the aggregate principal amount of Three Hundred Ten Million Dollars ($310,000,000) under the Senior Secured Credit Facility (the "Credit Facility"), with Pinnacle National Bank, N.A. acting as Administrative Agent and Lead Arranger, pursuant to the Project Cardinal Commitment Letter, dated as of April 2, 2024 (the "Debt Commitment Letter"), a true and complete copy of which has been delivered to Seller. All conditions precedent to the funding of the Credit Facility have been satisfied or waived, and the proceeds thereof are available for immediate funding at Closing.
The foregoing equity and debt financing, together with Purchaser's available cash on hand, is collectively sufficient to fund the aggregate amount payable by Purchaser at the Closing and to pay all related fees, costs, and expenses.
(f) Brokers and Finders (Section 6.6). Except for the engagement of Graystone Partners LLC as Buyer's exclusive financial advisor in connection with the transactions contemplated by the Agreement, no broker, finder, investment banker, or other Person is entitled to any brokerage fee, finder's fee, commission, or similar payment in connection with the transactions contemplated by the Agreement based upon arrangements made by or on behalf of Purchaser. All fees and expenses payable to Graystone Partners LLC are the sole responsibility of Purchaser and shall not be an obligation of Seller.
(g) Litigation (Section 6.7). There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of Purchaser, threatened against or relating to Purchaser before any court, tribunal, governmental authority, or arbitral body that (i) would prevent or materially delay Purchaser's ability to consummate the transactions contemplated by the Agreement, (ii) challenges the validity or enforceability of the Agreement or any Transaction Document to which Purchaser is a party, or (iii) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by the Agreement. There is no order, judgment, injunction, or decree of any governmental authority outstanding against Purchaser that would have any such effect.
(h) Solvency (Section 6.8). Immediately after giving effect to the Closing and the transactions contemplated by the Agreement, including the payment of the Base Purchase Price (as adjusted), the incurrence of all indebtedness under the Credit Facility, the payment of all transaction costs and expenses of Purchaser, and the consummation of all other transactions contemplated by the Agreement and the Transaction Documents:
(i) Purchaser will be solvent (in that both the fair value and the fair saleable value of Purchaser's assets will exceed its debts and other liabilities, including contingent liabilities, as they become due);
(ii) Purchaser will have adequate capital and liquidity to carry on its business as currently conducted and as proposed to be conducted following the Closing; and
(iii) Purchaser will not have incurred, and does not intend to incur, debts beyond its ability to pay as they become absolute and mature.
Section 2. Compliance with Covenants
The undersigned hereby certifies, on behalf of Purchaser, that Purchaser has duly performed and complied with, in all material respects, all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Purchaser at or prior to the Closing. Without limiting the generality of the foregoing, the undersigned specifically confirms the following:
(a) Commercially Reasonable Efforts. Purchaser has used commercially reasonable efforts to satisfy all conditions to Closing set forth in Article VIII of the Agreement, including cooperating with Seller in connection with all regulatory filings, notifications, and approvals required in connection with the transactions contemplated by the Agreement.
(b) Financing. Purchaser has obtained all financing necessary to consummate the transactions contemplated by the Agreement and to pay the aggregate consideration due at the Closing, including (i) the funding of Term Loan A in the aggregate principal amount of Three Hundred Ten Million Dollars ($310,000,000) under the Credit Facility, and (ii) the equity contribution in the aggregate amount of Two Hundred Twenty Million Dollars ($220,000,000) from Ardent Capital Partners III LP. All conditions precedent to the availability of such financing have been satisfied, and such financing is available for immediate disbursement at Closing.
(c) Escrow Deposit. Purchaser has deposited, or has caused to be deposited, Sixty-Two Million Dollars ($62,000,000) (the "Escrow Amount," representing ten percent (10%) of the Base Purchase Price) with Commonwealth Trust & Escrow Company, a New York trust company, in its capacity as escrow agent (the "Escrow Agent"), pursuant to the Escrow Agreement, dated as of the Closing Date, by and among Purchaser, Seller, and the Escrow Agent (the "Escrow Agreement"). The Escrow Amount has been deposited in immediately available funds into the escrow account designated in the Escrow Agreement and shall be held, invested, and released in accordance with the terms and conditions thereof.
(d) Closing Deliverables. Purchaser has delivered, or has caused to be delivered, to Seller all closing deliverables required to be delivered by Purchaser at or prior to the Closing pursuant to Section 4.2 of the Agreement, including:
(i) this Buyer's Closing Certificate;
(ii) a Secretary's Certificate of Purchaser, certifying as to Purchaser's certificate of incorporation, bylaws, resolutions of the board of directors and sole stockholder authorizing the transactions, and incumbency of officers;
(iii) executed counterpart signature pages to the Assignment and Assumption Agreement;
(iv) executed counterpart signature pages to the Transition Services Agreement;
(v) executed counterpart signature pages to the Escrow Agreement;
(vi) executed counterpart signature pages to the Earnout Agreement;
(vii) evidence of the deposit of the Escrow Amount with the Escrow Agent;
(viii) wire transfer of the Closing Cash Consideration (as defined in Section 3.2 of the Agreement) to the account or accounts designated by Seller in writing; and
(ix) all other documents, instruments, and agreements required to be delivered by Purchaser under the Agreement or reasonably requested by Seller to effectuate the transactions contemplated thereby.
(e) No Action Causing Breach. Purchaser has not taken any action, and has not failed to take any action, that has caused or would reasonably be expected to cause any of its representations and warranties set forth in Article VI of the Agreement to become untrue or incorrect in any material respect as of any time on or prior to the Closing Date. Purchaser has not taken any action that would, or would reasonably be expected to, prevent, materially delay, or materially impede the consummation of the transactions contemplated by the Agreement.
Section 3. Satisfaction of Buyer's Closing Conditions
The undersigned hereby certifies, on behalf of Purchaser, that all conditions precedent to the obligations of Purchaser to consummate the Closing as set forth in Section 8.1 of the Agreement have been satisfied (or, to the extent permitted by the Agreement, waived by Purchaser in writing). Without limiting the generality of the foregoing, the undersigned specifically confirms the satisfaction (or waiver) of the following conditions:
(a) Seller's Representations and Warranties. The representations and warranties of Seller contained in Article V of the Agreement are true and correct in all material respects (or, with respect to those representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date of the Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct as of such earlier date), as certified in the Seller's Closing Certificate delivered by Seller to Purchaser concurrently herewith.
(b) Seller's Covenants. Seller has duly performed and complied with, in all material respects, all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing, as certified in the Seller's Closing Certificate delivered by Seller to Purchaser concurrently herewith.
(c) No Material Adverse Effect. No Material Adverse Effect (as defined in Section 1.1 of the Agreement) has occurred since the date of the Agreement (April 2, 2024) through and including the Closing Date (June 30, 2024). The undersigned has reviewed the Officer's Certificate re: No Material Adverse Effect delivered by Seller concurrently herewith and is satisfied that no event, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, assets, financial condition, or results of operations of Seller or the Acquired Assets.
(d) No Injunction or Restraint. No governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, order, writ, injunction, judgment, or decree (whether temporary, preliminary, or permanent) that is in effect and that restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by the Agreement. No action, suit, or proceeding has been commenced or is pending by any governmental authority seeking any such restraint, injunction, or prohibition.
(e) Healthcare Regulatory Filings. All required healthcare regulatory filings, notifications, and approvals necessary for the consummation of the transactions contemplated by the Agreement have been duly made, submitted, or obtained, as applicable. Specifically, state change-of-ownership ("CHOW") notices were filed with the applicable state healthcare regulatory authorities in the following jurisdictions on March 4, 2024:
(i) Tennessee: Tennessee Department of Health, Health Care Facilities Division;
(ii) Georgia: Georgia Department of Community Health, Healthcare Facility Regulation Division; and
(iii) North Carolina: North Carolina Department of Health and Human Services, Division of Health Service Regulation.
No governmental authority in any such jurisdiction has objected to, sought to prevent, or imposed any condition on the consummation of the transactions contemplated by the Agreement, and the applicable waiting or review periods, to the extent any were imposed, have expired or been terminated without adverse action.
(f) Hart-Scott-Rodino Act. The filing of a notification and report form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, was not required in connection with the transactions contemplated by the Agreement. Outside counsel to Purchaser (Calderwood & Harkness LLP) and outside counsel to Seller have each independently confirmed that the transaction is below the applicable size-of-transaction threshold for asset purchases of healthcare clinics under the HSR Act and the regulations of the Federal Trade Commission, and accordingly no HSR Act filing was made or required.
(g) Seller's Closing Deliverables. Seller has duly delivered, or has caused to be delivered, to Purchaser all closing deliverables required to be delivered by Seller at or prior to the Closing pursuant to Section 4.3 of the Agreement, including the following:
(i) the Bill of Sale, duly executed by Seller, conveying and transferring to Purchaser all of Seller's right, title, and interest in and to the Acquired Assets;
(ii) the Assignment and Assumption Agreement, duly executed by Seller, assigning to Purchaser the Assumed Contracts and the Assumed Liabilities;
(iii) the intellectual Property Assignment Agreement, duly executed by Seller, assigning to Purchaser all of Seller's right, title, and interest in and to the Assigned intellectual Property (as defined therein);
(iv) the Transition Services Agreement, duly executed by Seller, pursuant to which Seller will provide certain transition services to Purchaser for a period of up to twelve (12) months following the Closing Date;
(v) the Seller's Closing Certificate, duly executed by a duly authorized officer of Seller;
(vi) the Secretary's Certificate of Seller, certifying as to Seller's certificate of incorporation, bylaws, resolutions of the board of directors and stockholders authorizing the transactions, and incumbency of officers;
(vii) the Officer's Certificate re: No Material Adverse Effect, duly executed by the Chief Executive Officer of Seller;
(viii) a certificate of non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the "FIRPTA Certificate"), duly executed by Seller;
(ix) executed employment agreements and non-competition agreements with each of Dr. Randall J. Whitfield, M.D. (Chief Medical Officer of Seller) and Elaine Whitfield-Torres (Vice President, Clinical Operations of Seller), each effective as of the Closing Date;
(x) the payoff letter from Velthorn Merchant Bank, N.A., as administrative agent under the Credit Agreement, dated as of March 15, 2018, as amended (the "Seller Credit Agreement"), confirming the aggregate amount of outstanding indebtedness of Seller under the Seller Credit Agreement as of the Closing Date in the amount of Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000) (the "Payoff Amount"), together with wire transfer instructions for the repayment thereof and a commitment to deliver UCC termination statements and lien releases promptly upon receipt of the Payoff Amount; and
(xi) all other documents, instruments, and agreements required to be delivered by Seller under the Agreement.
(h) UCC Termination Statements. UCC-3 termination statements have been filed with the Delaware Secretary of State (File No. 2024-0628-TS-001) and the Tennessee Secretary of State (File No. 2024-0628-TS-002) on June 28, 2024, evidencing the release and termination of all Uniform Commercial Code financing statements and the related security interests and liens securing Seller's existing indebtedness to Velthorn Merchant Bank, N.A. under the Seller Credit Agreement. Purchaser has reviewed copies of such filed UCC-3 termination statements and is satisfied that all such liens and security interests have been or will be fully released and terminated as of the Closing.
(i) Escrow Agreement. The Escrow Agreement has been duly executed and delivered by each of Purchaser, Seller, and Commonwealth Trust & Escrow Company, as Escrow Agent, and is in full force and effect as of the Closing Date. The Escrow Amount has been deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement.
(j) Earnout Agreement. The Earnout Agreement, dated as of the Closing Date, has been duly executed and delivered by each of Purchaser, Seller, and the selling stockholders of Seller identified therein (collectively, the "Selling Stockholders"), and is in full force and effect as of the Closing Date. The Earnout Agreement sets forth the terms, conditions, and calculation methodology for any earnout payments payable by Purchaser based on the achievement of specified performance milestones during the earnout period, as more fully described therein.
Section 4. Officer Certification and Authorization
The undersigned hereby further certifies as follows:
(a) The undersigned, Victoria Chen, is the President of Ardent Healthcare Acquisition Corp. and is a duly authorized officer of Purchaser. The undersigned has been duly authorized by the board of directors of Purchaser to execute and deliver this Buyer's Closing Certificate on behalf of Purchaser in connection with the Closing.
(b) The undersigned has reviewed the Agreement, each of the ancillary agreements and Transaction Documents to which Purchaser is a party, and the transactions contemplated thereby. The certifications, representations, and confirmations contained herein are made by the undersigned to the best of the undersigned's knowledge and belief after due inquiry, including consultation with officers, employees, and advisors of Purchaser and review of all relevant books, records, and documents.
(c) This Certificate is being delivered in connection with, and as a condition to, the Closing under the Agreement and may be relied upon by Seller and its affiliates, directors, officers, stockholders, agents, and representatives. Seller is entitled to rely on the certifications contained herein as if such certifications were made directly to Seller. Nothing in this Certificate shall limit or modify any of the representations, warranties, covenants, or obligations of Purchaser set forth in the Agreement or any Transaction Document.
(d) The undersigned acknowledges that Seller would not consummate the Closing absent the delivery of this Certificate and the certifications contained herein, and that this Certificate constitutes a material inducement to Seller to consummate the transactions contemplated by the Agreement.
Section 5. Governing Law
This Buyer's Closing Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing governing law provision is consistent with Section 12.8 of the Agreement, and all disputes arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Buyer's Closing Certificate as of the date first set forth above.
ARDENT HEALTHCARE ACQUISITION CORP.
By: ________
Name: Victoria Chen
Title: President
Date: June 30, 2024
NOTICE INFORMATION
All notices, requests, consents, claims, demands, waivers, and other communications hereunder or under the Agreement shall be delivered in accordance with Section 12.1 of the Agreement to the following addresses:
If to Purchaser:
Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, New York 10022
Attention: Marcus Ainsworth, Managing Partner; Priya Mehta-Sullivan, Partner
Telephone: (212) 555-8400
Email: mainsworth@ardentcapital.com; pmehta-sullivan@ardentcapital.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, New York 10281
Attention: Beatrice Holloway, Partner
Telephone: (212) 555-2200
Email: bholloway@calderwoodharkness.com
This Buyer's Closing Certificate is delivered pursuant to Section 8.2(d) of the Asset Purchase Agreement, dated as of April 2, 2024, by and between Ardent Healthcare Acquisition Corp. and Cardinal Peak Industries, Inc. This document is confidential and is intended solely for the use of the parties to the Agreement and their respective advisors.

BUYER'S CLOSING CERTIFICATE

RECITALS

ARDENT HEALTHCARE ACQUISITION CORP.

NOTICE INFORMATION

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