CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

Delivered in connection with that certain Asset Purchase Agreement dated as of April 2, 2024

Delivered at Closing: June 30, 2024

RECITALS

Section 1445 of the Internal Revenue Code of 1986, as amended (the "IRC"), provides that a transferee (buyer) of a United States real property interest must withhold tax if the transferor (seller) is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a United States real property interest by the transferor, the following certification is made pursuant to the authority contained in Treasury Regulations Section 1.1445-2(b)(2), which provides that withholding under IRC Section 1445(a) is not required with respect to a transfer of a United States real property interest if the transferor furnishes to the transferee an affidavit by the transferor stating, under penalty of perjury, that the transferor is not a foreign person, and setting forth the transferor's name, address, and United States taxpayer identification number.

This Certification of Non-Foreign Status (this "Certificate") is delivered pursuant to Section 7.2(g) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (as the same may have been amended, modified, or supplemented from time to time, the "Agreement"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), and Cardinal Peak Industries, Inc., a Delaware corporation (the "Seller"). Delivery of this Certificate is a condition precedent to the Purchaser's obligation to consummate the Closing (as defined in the Agreement) under the terms and conditions set forth in the Agreement.

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

Section 1: Certification of Non-Foreign Status

The undersigned, acting in a duly authorized capacity on behalf of Cardinal Peak Industries, Inc. (the "Seller"), hereby certifies to Ardent Healthcare Acquisition Corp. (the "Purchaser") as follows:

1.1 Name of Transferor.

The transferor of the property described in, and to be conveyed pursuant to, the Agreement is Cardinal Peak Industries, Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

1.2 Address of Transferor.

The principal office and mailing address of the transferor is as follows:

Cardinal Peak Industries, Inc. 8400 Crescent Ridge Parkway, Suite 200 Nashville, Tennessee 37215

1.3 United States Taxpayer Identification Number.

The United States Employer Identification Number (EIN) of the transferor, as assigned by the Internal Revenue Service, is: 82-3947561.

The undersigned acknowledges that furnishing this taxpayer identification number may be disclosed to the Internal Revenue Service by the Purchaser and that any false statement contained herein could be punished by fine, imprisonment, or both, pursuant to the applicable provisions of the IRC and Title 18 of the United States Code.

1.4 Entity Classification.

Cardinal Peak Industries, Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware. The Seller has been validly incorporated as a domestic corporation within the meaning of IRC Section 7701(a)(4) and has not at any time been treated as, or made an election to be classified as, any entity other than a domestic corporation for United States federal income tax purposes.

Cardinal Peak Industries, Inc. is not a foreign corporation, as that term is defined in IRC Section 7701(a)(5). Cardinal Peak Industries, Inc. is not a foreign partnership, foreign trust, foreign estate, or foreign person, as those terms are defined in the IRC and the Treasury Regulations promulgated thereunder (including, without limitation, Treasury Regulations Sections 1.897-1 and 1.1445-2).

Cardinal Peak Industries, Inc. is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Seller is not, and has not at any time been, an entity that is disregarded as an entity separate from its owner for United States federal income tax purposes under Treasury Regulations Section 301.7701-3. The Seller is recognized as a separate taxable entity for United States federal income tax purposes and files its own United States federal income tax returns.

1.5 Certification That Transferor Is Not a Foreign Person.

Based on the foregoing, Cardinal Peak Industries, Inc. is not a "foreign person" within the meaning of IRC Section 1445(f)(3). For purposes of IRC Section 1445, a "foreign person" means a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, each as defined in the IRC and the Treasury Regulations thereunder. None of those classifications apply to the Seller.

Accordingly, withholding of tax under IRC Section 1445(a) is not required upon the disposition of United States real property interests (if any) included among the Acquired Assets or otherwise transferred in connection with the transactions contemplated by the Agreement. The Purchaser is entitled to rely on this Certificate as a basis for not withholding any amount from the consideration payable to the Seller at Closing under IRC Section 1445.

Section 2: Agreement to Notify; Continuing Obligations

The Seller understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service by the Purchaser, and the Seller consents to such disclosure to the extent required or permitted by applicable law, including IRC Section 1445 and the Treasury Regulations promulgated thereunder.

The Seller agrees that if, at any time prior to the Closing of the transactions contemplated by the Agreement, the Seller becomes a foreign person within the meaning of IRC Section 1445(f)(3), or if any of the information set forth in this Certificate becomes inaccurate, incomplete, or misleading in any material respect, the Seller shall immediately notify the Purchaser in writing of such change. In the event the Seller so notifies the Purchaser, the Purchaser shall be entitled to withhold from the consideration otherwise payable to the Seller at Closing such amounts as may be required under IRC Section 1445(a) and the Treasury Regulations promulgated thereunder, and the Seller shall cooperate in all respects with the Purchaser in connection with any such withholding, including the timely filing of all required returns and forms with the Internal Revenue Service.

The Seller further acknowledges that the Purchaser is entitled to retain this Certificate for its records and to furnish a copy hereof to the Internal Revenue Service, in each case, as may be required by Treasury Regulations Section 1.1445-2(b)(3).

Section 3: Penalty of Perjury Statement

The undersigned hereby certifies, under penalty of perjury, that all of the statements contained in this Certificate are true, correct, and complete in all respects as of the date hereof. The undersigned understands that this Certificate is made under penalty of perjury within the meaning of IRC Section 6065 and that any false statement contained herein could subject the Seller and/or the undersigned to criminal penalties under IRC Section 7206 and to civil penalties under IRC Section 6662 and other applicable provisions of the IRC.

The undersigned further understands that providing a false certification for the purpose of avoiding withholding under IRC Section 1445 may result in liability for the full amount of tax that should have been withheld, together with applicable interest and penalties, and may give rise to criminal liability under Title 18, United States Code, Section 1001, and other applicable federal and state laws.

Section 4: Reliance

This Certificate is made for the sole and exclusive benefit of Ardent Healthcare Acquisition Corp. and its successors and permitted assigns, and may be relied upon by the Purchaser and its legal counsel, Calderwood & Harkness LLP, solely for purposes of determining whether withholding is required under IRC Section 1445 in connection with the consummation of the transactions contemplated by the Agreement. This Certificate may not be relied upon by any other person or entity for any purpose without the prior written consent of the Seller.

Nothing contained in this Certificate shall be construed to limit, modify, amend, or otherwise affect any of the representations, warranties, covenants, or agreements of the Seller set forth in the Agreement, and this Certificate shall not be deemed to expand or restrict the rights or obligations of any party under the Agreement. In the event of any conflict between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below, intending it to be effective as of the Closing Date.

CARDINAL PEAK INDUSTRIES, INC.

By: ________

Name: Dr. Randall J. Whitfield

Title: Chairman and Chief Executive Officer

Date: June 30, 2024

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE
Delivered in connection with that certain Asset Purchase Agreement dated as of April 2, 2024
Delivered at Closing: June 30, 2024
RECITALS
Section 1445 of the Internal Revenue Code of 1986, as amended (the "IRC"), provides that a transferee (buyer) of a United States real property interest must withhold tax if the transferor (seller) is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a United States real property interest by the transferor, the following certification is made pursuant to the authority contained in Treasury Regulations Section 1.1445-2(b)(2), which provides that withholding under IRC Section 1445(a) is not required with respect to a transfer of a United States real property interest if the transferor furnishes to the transferee an affidavit by the transferor stating, under penalty of perjury, that the transferor is not a foreign person, and setting forth the transferor's name, address, and United States taxpayer identification number.
This Certification of Non-Foreign Status (this "Certificate") is delivered pursuant to Section 7.2(g) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (as the same may have been amended, modified, or supplemented from time to time, the "Agreement"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), and Cardinal Peak Industries, Inc., a Delaware corporation (the "Seller"). Delivery of this Certificate is a condition precedent to the Purchaser's obligation to consummate the Closing (as defined in the Agreement) under the terms and conditions set forth in the Agreement.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
Section 1: Certification of Non-Foreign Status
The undersigned, acting in a duly authorized capacity on behalf of Cardinal Peak Industries, Inc. (the "Seller"), hereby certifies to Ardent Healthcare Acquisition Corp. (the "Purchaser") as follows:
1.1 Name of Transferor.
The transferor of the property described in, and to be conveyed pursuant to, the Agreement is Cardinal Peak Industries, Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
1.2 Address of Transferor.
The principal office and mailing address of the transferor is as follows:
Cardinal Peak Industries, Inc. 8400 Crescent Ridge Parkway, Suite 200 Nashville, Tennessee 37215
1.3 United States Taxpayer Identification Number.
The United States Employer Identification Number (EIN) of the transferor, as assigned by the Internal Revenue Service, is: 82-3947561.
The undersigned acknowledges that furnishing this taxpayer identification number may be disclosed to the Internal Revenue Service by the Purchaser and that any false statement contained herein could be punished by fine, imprisonment, or both, pursuant to the applicable provisions of the IRC and Title 18 of the United States Code.
1.4 Entity Classification.
Cardinal Peak Industries, Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware. The Seller has been validly incorporated as a domestic corporation within the meaning of IRC Section 7701(a)(4) and has not at any time been treated as, or made an election to be classified as, any entity other than a domestic corporation for United States federal income tax purposes.
Cardinal Peak Industries, Inc. is not a foreign corporation, as that term is defined in IRC Section 7701(a)(5). Cardinal Peak Industries, Inc. is not a foreign partnership, foreign trust, foreign estate, or foreign person, as those terms are defined in the IRC and the Treasury Regulations promulgated thereunder (including, without limitation, Treasury Regulations Sections 1.897-1 and 1.1445-2).
Cardinal Peak Industries, Inc. is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Seller is not, and has not at any time been, an entity that is disregarded as an entity separate from its owner for United States federal income tax purposes under Treasury Regulations Section 301.7701-3. The Seller is recognized as a separate taxable entity for United States federal income tax purposes and files its own United States federal income tax returns.
1.5 Certification That Transferor Is Not a Foreign Person.
Based on the foregoing, Cardinal Peak Industries, Inc. is not a "foreign person" within the meaning of IRC Section 1445(f)(3). For purposes of IRC Section 1445, a "foreign person" means a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, each as defined in the IRC and the Treasury Regulations thereunder. None of those classifications apply to the Seller.
Accordingly, withholding of tax under IRC Section 1445(a) is not required upon the disposition of United States real property interests (if any) included among the Acquired Assets or otherwise transferred in connection with the transactions contemplated by the Agreement. The Purchaser is entitled to rely on this Certificate as a basis for not withholding any amount from the consideration payable to the Seller at Closing under IRC Section 1445.
Section 2: Agreement to Notify; Continuing Obligations
The Seller understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service by the Purchaser, and the Seller consents to such disclosure to the extent required or permitted by applicable law, including IRC Section 1445 and the Treasury Regulations promulgated thereunder.
The Seller agrees that if, at any time prior to the Closing of the transactions contemplated by the Agreement, the Seller becomes a foreign person within the meaning of IRC Section 1445(f)(3), or if any of the information set forth in this Certificate becomes inaccurate, incomplete, or misleading in any material respect, the Seller shall immediately notify the Purchaser in writing of such change. In the event the Seller so notifies the Purchaser, the Purchaser shall be entitled to withhold from the consideration otherwise payable to the Seller at Closing such amounts as may be required under IRC Section 1445(a) and the Treasury Regulations promulgated thereunder, and the Seller shall cooperate in all respects with the Purchaser in connection with any such withholding, including the timely filing of all required returns and forms with the Internal Revenue Service.
The Seller further acknowledges that the Purchaser is entitled to retain this Certificate for its records and to furnish a copy hereof to the Internal Revenue Service, in each case, as may be required by Treasury Regulations Section 1.1445-2(b)(3).
Section 3: Penalty of Perjury Statement
The undersigned hereby certifies, under penalty of perjury, that all of the statements contained in this Certificate are true, correct, and complete in all respects as of the date hereof. The undersigned understands that this Certificate is made under penalty of perjury within the meaning of IRC Section 6065 and that any false statement contained herein could subject the Seller and/or the undersigned to criminal penalties under IRC Section 7206 and to civil penalties under IRC Section 6662 and other applicable provisions of the IRC.
The undersigned further understands that providing a false certification for the purpose of avoiding withholding under IRC Section 1445 may result in liability for the full amount of tax that should have been withheld, together with applicable interest and penalties, and may give rise to criminal liability under Title 18, United States Code, Section 1001, and other applicable federal and state laws.
Section 4: Reliance
This Certificate is made for the sole and exclusive benefit of Ardent Healthcare Acquisition Corp. and its successors and permitted assigns, and may be relied upon by the Purchaser and its legal counsel, Calderwood & Harkness LLP, solely for purposes of determining whether withholding is required under IRC Section 1445 in connection with the consummation of the transactions contemplated by the Agreement. This Certificate may not be relied upon by any other person or entity for any purpose without the prior written consent of the Seller.
Nothing contained in this Certificate shall be construed to limit, modify, amend, or otherwise affect any of the representations, warranties, covenants, or agreements of the Seller set forth in the Agreement, and this Certificate shall not be deemed to expand or restrict the rights or obligations of any party under the Agreement. In the event of any conflict between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below, intending it to be effective as of the Closing Date.
CARDINAL PEAK INDUSTRIES, INC.
By: ________
Name: Dr. Randall J. Whitfield
Title: Chairman and Chief Executive Officer
Date: June 30, 2024

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

RECITALS

CARDINAL PEAK INDUSTRIES, INC.

Record

Parties

Dates

Amounts