1001-00003 · Client 1001 · Closing

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SELLER'S CLOSING CERTIFICATE

June 30, 2024

This Seller's Closing Certificate (this "Certificate") is delivered pursuant to Section 7.2(c) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), and Cardinal Peak Industries, Inc., a Delaware corporation (the "Seller"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS, the Agreement was entered into as of April 2, 2024, by and between the Purchaser and the Seller;

WHEREAS, the Agreement provides for the acquisition by the Purchaser of substantially all of the assets of the Seller used in or related to the Acquired Business (the "Acquired Assets") for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Base Purchase Price"), subject to adjustment for Net Working Capital, Indebtedness, Transaction Expenses, and other items as more particularly set forth in, and subject to the terms and conditions of, the Agreement;

WHEREAS, pursuant to Section 7.2(c) of the Agreement, it is a condition precedent to the obligations of the Purchaser to consummate the transactions contemplated by the Agreement (collectively, the "Transactions") that the Seller deliver this Certificate to the Purchaser at the closing of the Transactions (the "Closing");

WHEREAS, the Closing is occurring on the date hereof, June 30, 2024 (the "Closing Date"); and

WHEREAS, the undersigned, Dr. Randall J. Whitfield, is the Chairman and Chief Executive Officer of the Seller, and is duly authorized to execute and deliver this Certificate on behalf of the Seller in his capacity as a duly elected and authorized officer thereof.

NOW, THEREFORE, in connection with the Closing under the Agreement, the undersigned hereby certifies to the Purchaser as follows:

SECTION 1: BRING-DOWN OF REPRESENTATIONS AND WARRANTIES

1.1 The undersigned hereby certifies, on behalf of the Seller, that each of the representations and warranties of the Seller contained in Article IV of the Agreement is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality, "Material Adverse Effect," or words of similar import, true and correct in all respects) as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (i) for representations and warranties that by their express terms speak as of a specified date or period, which representations and warranties are true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such specified date or period, and (ii) for the matters set forth in the Disclosure Schedules delivered by the Seller to the Purchaser in connection with the execution and delivery of the Agreement as of April 2, 2024 (the "Disclosure Schedules"), which Disclosure Schedules have not been supplemented or amended since such date except as expressly permitted by the Agreement.

1.2 Without limiting the generality of Section 1.1 above, the undersigned hereby specifically certifies that the following representations and warranties of the Seller remain true and correct as of the Closing Date in accordance with the standard set forth in Section 1.1:

(a) Organization and Good Standing. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, including the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky. The Seller has full corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Authority and Enforceability. The Seller has full corporate power and authority to execute and deliver the Agreement and each of the ancillary agreements and documents to which it is a party and to consummate the Transactions. The execution, delivery, and performance of the Agreement and such ancillary agreements by the Seller have been duly and validly authorized by all necessary corporate action on the part of the Seller, including the approval of the Board of Directors and, to the extent required under the Seller's certificate of incorporation and bylaws and applicable law, the shareholders of the Seller. The Agreement and each of the ancillary agreements to which the Seller is a party constitute the legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with their respective terms, subject to the Enforceability Exceptions.

(c) No Conflicts. The execution, delivery, and performance by the Seller of the Agreement and the ancillary agreements to which it is a party, and the consummation by the Seller of the Transactions, do not and will not (i) violate or conflict with any provision of the Seller's certificate of incorporation or bylaws, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to the Seller or any of the Acquired Assets, or (iii) result in any breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would become a default) under, or give rise to any right of termination, acceleration, or cancellation under, any Material Contract or other agreement, instrument, permit, license, or authorization to which the Seller is a party or by which any of the Acquired Assets may be bound or affected, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) Title to Assets. The Seller has good and valid title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. At the Closing, the Seller will convey to the Purchaser good and valid title to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

(e) Financial Statements. The financial statements of the Seller delivered pursuant to the Agreement, including the audited financial statements for the fiscal year ended December 31, 2023, as audited by Linden Hayes & Co., P.C. (the "Audited Financial Statements"), fairly present in all material respects the financial condition, results of operations, and cash flows of the Acquired Business as of the dates and for the periods indicated, and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. The Acquired Business generated last-twelve-month ("LTM") Revenue of Four Hundred Twelve Million Dollars ($412,000,000) and LTM Adjusted EBITDA of Seventy-Four Million One Hundred Sixty Thousand Dollars ($74,160,000) for the fiscal year ended December 31, 2023, as reflected in the Audited Financial Statements.

(f) Absence of Undisclosed Liabilities. The Seller does not have any liabilities or obligations of a nature required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for (i) liabilities reflected or reserved against in the Audited Financial Statements, (ii) liabilities incurred in the ordinary course of business since December 31, 2023, which are not, individually or in the aggregate, material to the Acquired Business, (iii) liabilities arising under or in connection with the Agreement and the Transactions, and (iv) Excluded Liabilities.

(g) Taxes. All Tax Returns required to be filed by or with respect to the Seller or the Acquired Business have been timely filed (taking into account any valid extensions), and all such Tax Returns are true, correct, and complete in all material respects. All Taxes due and owing by the Seller (whether or not shown on any Tax Return) have been timely paid in full or adequate reserves have been established therefor.

(h) intellectual Property. The Seller owns or has the right to use all intellectual Property necessary for the conduct of the Acquired Business as presently conducted, including the PeakConnect platform and associated software, trade secrets, and documentation, and the trademark registration with the United States Patent and Trademark Office under U.S. Registration No. 5,412,887. To the Seller's Knowledge, the conduct of the Acquired Business does not infringe, misappropriate, or otherwise violate the intellectual Property rights of any third party.

(i) Real Property. The Seller operates thirty-seven (37) clinic locations across seven (7) states (Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky), each of which is occupied pursuant to a valid and enforceable triple-net lease. Schedule 4.9 to the Agreement sets forth a true, correct, and complete list of all Leased Real Property, including the address, landlord, term, monthly base rent, and expiration date for each such lease. All such leases are in full force and effect, and neither the Seller nor, to the Seller's Knowledge, any landlord is in default thereunder.

(j) Material Contracts. Each Material Contract is in full force and effect and constitutes a legal, valid, and binding obligation of the Seller and, to the Seller's Knowledge, the other parties thereto. The Seller is not in breach of or default under any Material Contract, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute such a breach or default. The Seller's Material Contracts include managed-care agreements with twelve (12) major payors, as set forth on Schedule 4.10 to the Agreement.

(k) Employee and Benefit Matters. As of the Closing Date, the Acquired Business employs approximately two thousand one hundred (2,100) employees. The Seller is in compliance in all material respects with all applicable laws relating to employment and employment practices, including laws relating to labor relations, equal employment opportunity, fair employment practices, wages and hours, overtime, employee classification, workers' compensation, and occupational safety and health.

(l) Healthcare Regulatory Compliance. The Seller and the Acquired Business are, and since January 1, 2021 have been, in compliance in all material respects with all applicable Healthcare Laws, including the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the False Claims Act (31 U.S.C. §§ 3729–3733), HIPAA (42 U.S.C. §§ 1320d et seq.), and all applicable state healthcare laws and regulations. The Seller maintains all Medicare and Medicaid certifications, provider agreements, and state licenses necessary for the lawful operation of the Acquired Business as presently conducted.

(m) Environmental Matters. The Seller is in compliance in all material respects with all applicable Environmental Laws with respect to the Acquired Business and the Leased Real Property. There are no pending or, to the Seller's Knowledge, threatened Environmental Claims against the Seller with respect to the Acquired Business.

(n) Insurance. The Seller maintains in full force and effect all insurance policies set forth on Schedule 4.14 to the Agreement, and all premiums due and payable thereunder have been timely paid. The Seller has not received any notice of cancellation, non-renewal, or material modification of any such insurance policy.

(o) Litigation. Except as set forth on Schedule 4.15 to the Agreement, including the matter captioned Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.), there is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Seller's Knowledge, threatened against the Seller or any of the Acquired Assets that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Dawson matter, which was fully disclosed to the Purchaser in the Disclosure Schedules, constitutes an Excluded Liability under Section 2.4 of the Agreement.

(p) Brokers. Except for the engagement of Meridian Oak Advisory Group as the Seller's financial advisor, no broker, finder, investment banker, or other Person is entitled to any brokerage, finder's, or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Seller.

SECTION 2: COMPLIANCE WITH COVENANTS

2.1 The undersigned hereby certifies, on behalf of the Seller, that the Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Seller at or prior to the Closing, including, without limitation, the following:

(a) Conduct of Business in the Ordinary Course. During the interim period from April 2, 2024, through June 30, 2024 (the "Interim Period"), the Seller has conducted the Acquired Business in the ordinary course of business consistent with past practice in all material respects, and has used commercially reasonable efforts to maintain and preserve intact the business organization, assets, properties, goodwill, and relationships of the Acquired Business.

(b) Preservation of Business Relationships. During the Interim Period, the Seller has used commercially reasonable efforts to preserve and maintain the existing business relationships of the Acquired Business with its employees, customers, patients, suppliers, payors, landlords, referral sources, governmental authorities, and other third parties having material business dealings with the Acquired Business.

(c) No Material Changes to Employee Compensation or Benefits. During the Interim Period, the Seller has not, other than in the ordinary course of business consistent with past practice and except as required by applicable law or as required by the terms of any existing Employee Benefit Plan, (i) materially increased the compensation payable or to become payable to any employee of the Acquired Business, (ii) granted any bonus, severance, or termination pay to any employee of the Acquired Business, or (iii) established, adopted, amended, or terminated any Employee Benefit Plan.

(d) No Disposition of Assets. During the Interim Period, the Seller has not sold, transferred, assigned, leased, licensed, or otherwise disposed of any Acquired Assets outside the ordinary course of business consistent with past practice, except for dispositions of obsolete or worn-out equipment and immaterial assets in the ordinary course.

(e) No Incurrence of Additional Indebtedness. During the Interim Period, the Seller has not incurred, assumed, or guaranteed any Indebtedness outside the ordinary course of business. The Seller's existing Indebtedness under the Credit Agreement, dated as of March 15, 2018 (as amended by the First Amendment dated November 22, 2019, the Second Amendment dated July 8, 2021, and the Third Amendment dated February 14, 2023), by and among the Seller, as borrower, the guarantors party thereto, the lenders party thereto, and Velthorn Merchant Bank, N.A., as administrative agent (the "Credit Agreement"), remains outstanding as of the Closing Date in the aggregate principal amount of Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000) plus accrued and unpaid interest and fees. Such Indebtedness is being repaid in full at Closing from the proceeds of the Base Purchase Price pursuant to the payoff letter issued by Velthorn Merchant Bank, N.A., dated June 26, 2024 (the "Payoff Letter"), a copy of which has been delivered to the Purchaser.

(f) Maintenance of Insurance. During the Interim Period, the Seller has maintained in full force and effect all insurance policies covering the Acquired Business and the Acquired Assets, including general liability, professional liability, property, workers' compensation, and directors' and officers' liability insurance, in amounts and on terms consistent with past practice.

(g) Cooperation with Regulatory Filings. The Seller has cooperated with the Purchaser in preparing, executing, and filing all notices, applications, filings, and submissions required to be made with any governmental authority in connection with the Transactions, including the state healthcare change-of-ownership notices filed with the Tennessee Department of Health, the Georgia Department of Community Health, and the North Carolina Division of Health Service Regulation, in each case on or about March 4, 2024, and has responded promptly and fully to all inquiries and requests for additional information from such governmental authorities.

(h) Cooperation with Landlord Consent Process. The Seller has cooperated with the Purchaser in connection with the process of obtaining landlord consents or approvals required under the applicable Leased Real Property leases in connection with the assignment or transfer of such leases as part of the Transactions. Of the thirty-seven (37) leased clinic locations, twenty-nine (29) require landlord consent or approval in connection with the asset purchase. The Seller has used commercially reasonable efforts to obtain all such consents, including by providing notice to landlords, responding to landlord inquiries, and facilitating communications between the Purchaser and such landlords.

(i) Access to Information. During the Interim Period, the Seller has provided the Purchaser and its officers, employees, agents, accountants, legal counsel, financing sources, and other authorized representatives with reasonable access during normal business hours to the books, records, contracts, properties, personnel, and other information relating to the Acquired Business, in each case in accordance with and subject to the terms and conditions set forth in the Agreement and the Confidentiality Agreement dated January 18, 2024.

(j) Notification Obligations. During the Interim Period, the Seller has timely notified the Purchaser in writing of any event, development, condition, or circumstance of which the Seller has become aware that would reasonably be expected to (i) cause any representation or warranty of the Seller contained in the Agreement to be untrue or inaccurate in any material respect, (ii) result in a breach of any covenant or agreement of the Seller contained in the Agreement, or (iii) have a Material Adverse Effect. As of the date hereof, no such notification has been required to be delivered.

SECTION 3: SATISFACTION OF CLOSING CONDITIONS

3.1 The undersigned hereby certifies, on behalf of the Seller, that all conditions precedent to the obligations of the Purchaser to consummate the Closing as set forth in Section 7.2 of the Agreement have been satisfied (or, to the extent applicable, waived in writing by the Purchaser) as of the Closing Date, including, without limitation, the following:

(a) The representations and warranties of the Seller contained in the Agreement are true and correct as of the Closing Date in accordance with the standard set forth in Section 1 of this Certificate.

(b) The Seller has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Seller at or prior to the Closing, as certified in Section 2 of this Certificate.

(c) The Seller has delivered, or is concurrently delivering at the Closing, each of the following documents, instruments, agreements, and certificates required to be delivered by the Seller at the Closing pursuant to the Agreement (collectively, the "Seller Closing Deliverables"):

(i) This Seller's Closing Certificate;

(ii) The Bill of Sale, duly executed by the Seller, conveying to the Purchaser good and valid title to the tangible personal property included in the Acquired Assets;

(iii) The Assignment and Assumption Agreement, duly executed by the Seller, effectuating the assignment to the Purchaser of all Assumed Contracts and Assumed Liabilities;

(iv) The intellectual Property Assignment Agreement, duly executed by the Seller, effectuating the assignment to the Purchaser of all intellectual Property included in the Acquired Assets, including the PeakConnect platform and U.S. Registration No. 5,412,887;

(v) The Transition Services Agreement, duly executed by the Seller, setting forth the terms and conditions upon which the Seller will provide certain transitional services to the Purchaser following the Closing;

(vi) The Escrow Agreement, duly executed by the Seller, the Purchaser, and Commonwealth Trust & Escrow Company, as escrow agent, providing for the establishment of the Indemnity Escrow Account and the Adjustment Escrow Account;

(vii) The Earnout Agreement, duly executed by the Seller and the Purchaser, setting forth the terms and conditions of the Earnout Payments;

(viii) The Employment Agreement of Dr. Randall J. Whitfield, duly executed by Dr. Whitfield and the Purchaser (or a designated Affiliate of the Purchaser);

(ix) The Employment Agreement of Elaine Whitfield-Torres, duly executed by Ms. Whitfield-Torres and the Purchaser (or a designated Affiliate of the Purchaser);

(x) The Non-Competition and Non-Solicitation Agreement of Dr. Randall J. Whitfield, duly executed by Dr. Whitfield and the Purchaser;

(xi) The Non-Competition and Non-Solicitation Agreement of Elaine Whitfield-Torres, duly executed by Ms. Whitfield-Torres and the Purchaser;

(xii) The Secretary's Certificate of the Seller, duly executed by the Secretary or Assistant Secretary of the Seller, certifying and attaching (A) resolutions of the Board of Directors of the Seller authorizing the execution, delivery, and performance of the Agreement and the ancillary agreements and the consummation of the Transactions, (B) incumbency certificates for the officers of the Seller executing the Agreement and the ancillary agreements, (C) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware dated no earlier than five (5) Business Days prior to the Closing Date, and (D) true, correct, and complete copies of the Seller's certificate of incorporation and bylaws, each as in effect on the Closing Date;

(xiii) The Officer's Certificate re: No Material Adverse Effect, duly executed by an authorized officer of the Seller, certifying that no Material Adverse Effect has occurred since the date of the Agreement;

(xiv) The FIRPTA Certificate, constituting a certification of non-foreign status in compliance with Treasury Regulation Section 1.1445-2(b)(2) and Section 1445 of the Internal Revenue Code of 1986, as amended, certifying the Seller's name (Cardinal Peak Industries, Inc.), address (8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215), and U.S. employer identification number (EIN: 82-3947561);

(xv) The Payoff Letter from Velthorn Merchant Bank, N.A., dated June 26, 2024, setting forth the aggregate payoff amount required to satisfy in full all outstanding Indebtedness of the Seller under the Credit Agreement, together with evidence of the filing of UCC-3 termination statements with the Secretary of State of the State of Delaware (filed June 28, 2024) and the Secretary of State of the State of Tennessee (filed June 28, 2024), terminating all UCC financing statements securing such Indebtedness;

(xvi) Landlord consents or estoppel certificates, as applicable, obtained for the applicable Leased Real Property locations requiring such consents in connection with the Transactions; and

(xvii) Such other documents, instruments, certificates, and agreements as are required to be delivered by the Seller at the Closing pursuant to the Agreement or as have been reasonably requested by the Purchaser in connection with the consummation of the Transactions.

(d) No temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or other order, injunction, or decree of any court or other governmental authority of competent jurisdiction shall be in effect that restrains, enjoins, or otherwise prohibits the consummation of the Transactions.

(e) All required governmental approvals, consents, and authorizations necessary for the consummation of the Transactions have been obtained or are not required. The parties have confirmed that a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is not required in connection with the Transactions based on the applicable size-of-transaction and size-of-person thresholds. All state healthcare regulatory change-of-ownership notices required to be filed in connection with the Transactions have been duly filed with the applicable state regulatory authorities, including in the States of Tennessee, Georgia, and North Carolina, and no such governmental authority has raised any objection to or imposed any material condition upon the consummation of the Transactions.

SECTION 4: NO MATERIAL ADVERSE EFFECT

4.1 The undersigned hereby certifies, on behalf of the Seller, that since the date of the Agreement (April 2, 2024) through and including the Closing Date, there has not occurred any event, change, effect, development, condition, circumstance, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as such term is defined in Section 1.1 of the Agreement) on the business, assets, liabilities, financial condition, or results of operations of the Seller or the Acquired Business.

4.2 For the avoidance of doubt, the pending litigation captioned Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.), which was fully and accurately disclosed to the Purchaser in the Disclosure Schedules delivered in connection with the Agreement and which constitutes an Excluded Liability under Section 2.4 of the Agreement (and is therefore not being assumed by the Purchaser in connection with the Transactions), does not, and is not reasonably expected to, constitute a Material Adverse Effect. The Seller is not aware of any material developments in such litigation since the date of the Agreement that were not previously disclosed to the Purchaser.

SECTION 5: ESTIMATED CLOSING NET WORKING CAPITAL

5.1 The undersigned hereby certifies, on behalf of the Seller, that attached hereto as Exhibit A is the Seller's good faith estimate of the Net Working Capital of the Acquired Business as of the Closing Date (the "Estimated Closing Statement"), prepared in accordance with the methodology, principles, and definitions set forth in Section 2.6 of the Agreement, including the Accounting Principles attached as Exhibit B to the Agreement.

5.2 Based on the Estimated Closing Statement, the Seller's good faith estimate of the Net Working Capital of the Acquired Business as of the Closing Date is Twenty-Nine Million Two Hundred Thousand Dollars ($29,200,000) (the "Estimated Closing NWC").

5.3 The Net Working Capital Target under the Agreement (as set forth in Section 2.6(a) thereof) is Twenty-Eight Million Dollars ($28,000,000) (the "NWC Target").

5.4 The estimated difference between the Estimated Closing NWC and the NWC Target is a positive amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the "Estimated NWC Adjustment"). Because the Estimated NWC Adjustment exceeds the Five Hundred Thousand Dollar ($500,000) de minimis collar set forth in Section 2.6(b) of the Agreement, the Estimated NWC Adjustment will result in an upward adjustment to the Base Purchase Price payable at Closing in accordance with the terms set forth in the Agreement.

5.5 The final determination of Net Working Capital as of the Closing Date shall be completed within ninety (90) days following the Closing Date (i.e., by September 28, 2024) in accordance with the post-closing adjustment procedures set forth in Section 2.6(c) through Section 2.6(f) of the Agreement. Any dispute regarding the final Net Working Capital shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.6(e) of the Agreement.

SECTION 6: SHAREHOLDER APPROVAL AND CONSENTS

6.1 The undersigned hereby certifies, on behalf of the Seller, that all necessary corporate action has been duly and validly taken by the Seller to authorize the execution and delivery of the Agreement and each of the ancillary agreements and documents to which the Seller is a party, and the consummation of the Transactions, including:

(a) The Board of Directors of the Seller has unanimously adopted resolutions approving and authorizing the Agreement, the ancillary agreements, and the Transactions, and recommending that the shareholders of the Seller approve the same, at a meeting duly called and held on March 28, 2024, at which a quorum was present and acting throughout.

(b) To the extent required under the Seller's certificate of incorporation and bylaws and applicable provisions of the Delaware General Corporation Law, the shareholders of the Seller have duly approved the Agreement and the Transactions. The shareholders of the Seller and their respective ownership interests are as follows:

(c) Each shareholder holding shares necessary to approve the Transactions has duly executed and delivered a written consent or voted in favor of the Transactions at a duly convened meeting of shareholders, and no shareholder has exercised or purported to exercise any appraisal, dissenter's, or similar rights under the Delaware General Corporation Law or otherwise with respect to the Transactions.

6.2 The undersigned further certifies that all required third-party consents necessary for the consummation of the Transactions have been obtained, or, with respect to certain consents that have not been obtained as of the Closing Date, the failure to obtain such consents would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Business or the ability of the Purchaser to operate the Acquired Business following the Closing in substantially the same manner as currently conducted.

SECTION 7: NO PROCEEDINGS

7.1 The undersigned hereby certifies, on behalf of the Seller, that, other than the litigation previously disclosed in the Disclosure Schedules, including the matter captioned Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.) (which constitutes an Excluded Liability under the Agreement), there is no action, suit, proceeding, claim, arbitration, investigation, or inquiry by or before any court, governmental authority, arbitrator, or other tribunal that is pending or, to the Knowledge of the Seller, threatened against or affecting the Seller, any of the Acquired Assets, or the Acquired Business that:

(a) challenges or seeks to restrain, enjoin, delay, prohibit, or otherwise prevent the consummation of the Transactions or any of the other transactions contemplated by the Agreement or the ancillary agreements, or seeks damages in connection therewith; or

(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Business, the Acquired Assets, or the ability of the Seller to perform its obligations under the Agreement or the ancillary agreements.

7.2 To the Knowledge of the Seller, no governmental authority has indicated an intention to commence any such action, suit, proceeding, investigation, or inquiry as described in Section 7.1 above.

SECTION 8: MISCELLANEOUS PROVISIONS

8.1 Delivery Pursuant to the Agreement. This Certificate is being delivered by the Seller to the Purchaser pursuant to the requirements of Section 7.2(c) of the Agreement and is intended solely to satisfy the condition precedent set forth therein. This Certificate is subject in all respects to the terms and conditions of the Agreement, including the limitations on liability, indemnification provisions, and other terms set forth therein.

8.2 No Modification of the Agreement. This Certificate shall not be deemed to modify, amend, supplement, expand, or otherwise alter the representations, warranties, covenants, agreements, or other provisions contained in the Agreement or any ancillary agreement, nor shall this Certificate create or be deemed to create any rights, claims, or obligations beyond those set forth in the Agreement.

8.3 Reliance. This Certificate is being delivered for the benefit of, and may be relied upon by, the Purchaser, Ardent Capital Partners III LP (as the controlling equityholder of the Purchaser), and their respective officers, directors, managers, members, partners, employees, agents, and representatives, in each case solely in connection with the consummation of the Transactions and the enforcement of the Purchaser's rights under the Agreement.

8.4 Governing Law. This Certificate 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 provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

8.5 Defined Terms. All capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement.

8.6 Counterparts. This Certificate may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or electronic transmission in portable document format (.pdf) shall be equally as effective as delivery of an original executed counterpart.

\[Signature Page Follows\]

\[SIGNATURE PAGE TO SELLER'S CLOSING CERTIFICATE\]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Seller's Closing Certificate as of June 30, 2024, on behalf of the Seller.

CARDINAL PEAK INDUSTRIES, INC.

By: ________

Name: Dr. Randall J. Whitfield

Title: Chairman and Chief Executive Officer

Address: 8400 Crescent Ridge Parkway, Suite 200

Nashville, TN 37215

EIN: 82-3947561

Date: June 30, 2024

Shareholder	Ownership Percentage
Dr. Randall J. Whitfield	52%
Elaine Whitfield-Torres	18%
Ridgeline Growth Equity Fund II LP	22%
Other management shareholders (collectively)	8%
Total	100%

SELLER'S CLOSING CERTIFICATE
June 30, 2024
This Seller's Closing Certificate (this "Certificate") is delivered pursuant to Section 7.2(c) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), and Cardinal Peak Industries, Inc., a Delaware corporation (the "Seller"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
RECITALS
WHEREAS, the Agreement was entered into as of April 2, 2024, by and between the Purchaser and the Seller;
WHEREAS, the Agreement provides for the acquisition by the Purchaser of substantially all of the assets of the Seller used in or related to the Acquired Business (the "Acquired Assets") for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Base Purchase Price"), subject to adjustment for Net Working Capital, Indebtedness, Transaction Expenses, and other items as more particularly set forth in, and subject to the terms and conditions of, the Agreement;
WHEREAS, pursuant to Section 7.2(c) of the Agreement, it is a condition precedent to the obligations of the Purchaser to consummate the transactions contemplated by the Agreement (collectively, the "Transactions") that the Seller deliver this Certificate to the Purchaser at the closing of the Transactions (the "Closing");
WHEREAS, the Closing is occurring on the date hereof, June 30, 2024 (the "Closing Date"); and
WHEREAS, the undersigned, Dr. Randall J. Whitfield, is the Chairman and Chief Executive Officer of the Seller, and is duly authorized to execute and deliver this Certificate on behalf of the Seller in his capacity as a duly elected and authorized officer thereof.
NOW, THEREFORE, in connection with the Closing under the Agreement, the undersigned hereby certifies to the Purchaser as follows:
SECTION 1: BRING-DOWN OF REPRESENTATIONS AND WARRANTIES
1.1 The undersigned hereby certifies, on behalf of the Seller, that each of the representations and warranties of the Seller contained in Article IV of the Agreement is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality, "Material Adverse Effect," or words of similar import, true and correct in all respects) as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (i) for representations and warranties that by their express terms speak as of a specified date or period, which representations and warranties are true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such specified date or period, and (ii) for the matters set forth in the Disclosure Schedules delivered by the Seller to the Purchaser in connection with the execution and delivery of the Agreement as of April 2, 2024 (the "Disclosure Schedules"), which Disclosure Schedules have not been supplemented or amended since such date except as expressly permitted by the Agreement.
1.2 Without limiting the generality of Section 1.1 above, the undersigned hereby specifically certifies that the following representations and warranties of the Seller remain true and correct as of the Closing Date in accordance with the standard set forth in Section 1.1:
(a) Organization and Good Standing. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, including the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky. The Seller has full corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Authority and Enforceability. The Seller has full corporate power and authority to execute and deliver the Agreement and each of the ancillary agreements and documents to which it is a party and to consummate the Transactions. The execution, delivery, and performance of the Agreement and such ancillary agreements by the Seller have been duly and validly authorized by all necessary corporate action on the part of the Seller, including the approval of the Board of Directors and, to the extent required under the Seller's certificate of incorporation and bylaws and applicable law, the shareholders of the Seller. The Agreement and each of the ancillary agreements to which the Seller is a party constitute the legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with their respective terms, subject to the Enforceability Exceptions.
(c) No Conflicts. The execution, delivery, and performance by the Seller of the Agreement and the ancillary agreements to which it is a party, and the consummation by the Seller of the Transactions, do not and will not (i) violate or conflict with any provision of the Seller's certificate of incorporation or bylaws, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to the Seller or any of the Acquired Assets, or (iii) result in any breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would become a default) under, or give rise to any right of termination, acceleration, or cancellation under, any Material Contract or other agreement, instrument, permit, license, or authorization to which the Seller is a party or by which any of the Acquired Assets may be bound or affected, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(d) Title to Assets. The Seller has good and valid title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. At the Closing, the Seller will convey to the Purchaser good and valid title to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
(e) Financial Statements. The financial statements of the Seller delivered pursuant to the Agreement, including the audited financial statements for the fiscal year ended December 31, 2023, as audited by Linden Hayes & Co., P.C. (the "Audited Financial Statements"), fairly present in all material respects the financial condition, results of operations, and cash flows of the Acquired Business as of the dates and for the periods indicated, and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. The Acquired Business generated last-twelve-month ("LTM") Revenue of Four Hundred Twelve Million Dollars ($412,000,000) and LTM Adjusted EBITDA of Seventy-Four Million One Hundred Sixty Thousand Dollars ($74,160,000) for the fiscal year ended December 31, 2023, as reflected in the Audited Financial Statements.
(f) Absence of Undisclosed Liabilities. The Seller does not have any liabilities or obligations of a nature required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for (i) liabilities reflected or reserved against in the Audited Financial Statements, (ii) liabilities incurred in the ordinary course of business since December 31, 2023, which are not, individually or in the aggregate, material to the Acquired Business, (iii) liabilities arising under or in connection with the Agreement and the Transactions, and (iv) Excluded Liabilities.
(g) Taxes. All Tax Returns required to be filed by or with respect to the Seller or the Acquired Business have been timely filed (taking into account any valid extensions), and all such Tax Returns are true, correct, and complete in all material respects. All Taxes due and owing by the Seller (whether or not shown on any Tax Return) have been timely paid in full or adequate reserves have been established therefor.
(h) intellectual Property. The Seller owns or has the right to use all intellectual Property necessary for the conduct of the Acquired Business as presently conducted, including the PeakConnect platform and associated software, trade secrets, and documentation, and the trademark registration with the United States Patent and Trademark Office under U.S. Registration No. 5,412,887. To the Seller's Knowledge, the conduct of the Acquired Business does not infringe, misappropriate, or otherwise violate the intellectual Property rights of any third party.
(i) Real Property. The Seller operates thirty-seven (37) clinic locations across seven (7) states (Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky), each of which is occupied pursuant to a valid and enforceable triple-net lease. Schedule 4.9 to the Agreement sets forth a true, correct, and complete list of all Leased Real Property, including the address, landlord, term, monthly base rent, and expiration date for each such lease. All such leases are in full force and effect, and neither the Seller nor, to the Seller's Knowledge, any landlord is in default thereunder.
(j) Material Contracts. Each Material Contract is in full force and effect and constitutes a legal, valid, and binding obligation of the Seller and, to the Seller's Knowledge, the other parties thereto. The Seller is not in breach of or default under any Material Contract, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute such a breach or default. The Seller's Material Contracts include managed-care agreements with twelve (12) major payors, as set forth on Schedule 4.10 to the Agreement.
(k) Employee and Benefit Matters. As of the Closing Date, the Acquired Business employs approximately two thousand one hundred (2,100) employees. The Seller is in compliance in all material respects with all applicable laws relating to employment and employment practices, including laws relating to labor relations, equal employment opportunity, fair employment practices, wages and hours, overtime, employee classification, workers' compensation, and occupational safety and health.
(l) Healthcare Regulatory Compliance. The Seller and the Acquired Business are, and since January 1, 2021 have been, in compliance in all material respects with all applicable Healthcare Laws, including the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the False Claims Act (31 U.S.C. §§ 3729–3733), HIPAA (42 U.S.C. §§ 1320d et seq.), and all applicable state healthcare laws and regulations. The Seller maintains all Medicare and Medicaid certifications, provider agreements, and state licenses necessary for the lawful operation of the Acquired Business as presently conducted.
(m) Environmental Matters. The Seller is in compliance in all material respects with all applicable Environmental Laws with respect to the Acquired Business and the Leased Real Property. There are no pending or, to the Seller's Knowledge, threatened Environmental Claims against the Seller with respect to the Acquired Business.
(n) Insurance. The Seller maintains in full force and effect all insurance policies set forth on Schedule 4.14 to the Agreement, and all premiums due and payable thereunder have been timely paid. The Seller has not received any notice of cancellation, non-renewal, or material modification of any such insurance policy.
(o) Litigation. Except as set forth on Schedule 4.15 to the Agreement, including the matter captioned Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.), there is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Seller's Knowledge, threatened against the Seller or any of the Acquired Assets that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Dawson matter, which was fully disclosed to the Purchaser in the Disclosure Schedules, constitutes an Excluded Liability under Section 2.4 of the Agreement.
(p) Brokers. Except for the engagement of Meridian Oak Advisory Group as the Seller's financial advisor, no broker, finder, investment banker, or other Person is entitled to any brokerage, finder's, or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Seller.
SECTION 2: COMPLIANCE WITH COVENANTS
2.1 The undersigned hereby certifies, on behalf of the Seller, that the Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Seller at or prior to the Closing, including, without limitation, the following:
(a) Conduct of Business in the Ordinary Course. During the interim period from April 2, 2024, through June 30, 2024 (the "Interim Period"), the Seller has conducted the Acquired Business in the ordinary course of business consistent with past practice in all material respects, and has used commercially reasonable efforts to maintain and preserve intact the business organization, assets, properties, goodwill, and relationships of the Acquired Business.
(b) Preservation of Business Relationships. During the Interim Period, the Seller has used commercially reasonable efforts to preserve and maintain the existing business relationships of the Acquired Business with its employees, customers, patients, suppliers, payors, landlords, referral sources, governmental authorities, and other third parties having material business dealings with the Acquired Business.
(c) No Material Changes to Employee Compensation or Benefits. During the Interim Period, the Seller has not, other than in the ordinary course of business consistent with past practice and except as required by applicable law or as required by the terms of any existing Employee Benefit Plan, (i) materially increased the compensation payable or to become payable to any employee of the Acquired Business, (ii) granted any bonus, severance, or termination pay to any employee of the Acquired Business, or (iii) established, adopted, amended, or terminated any Employee Benefit Plan.
(d) No Disposition of Assets. During the Interim Period, the Seller has not sold, transferred, assigned, leased, licensed, or otherwise disposed of any Acquired Assets outside the ordinary course of business consistent with past practice, except for dispositions of obsolete or worn-out equipment and immaterial assets in the ordinary course.
(e) No Incurrence of Additional Indebtedness. During the Interim Period, the Seller has not incurred, assumed, or guaranteed any Indebtedness outside the ordinary course of business. The Seller's existing Indebtedness under the Credit Agreement, dated as of March 15, 2018 (as amended by the First Amendment dated November 22, 2019, the Second Amendment dated July 8, 2021, and the Third Amendment dated February 14, 2023), by and among the Seller, as borrower, the guarantors party thereto, the lenders party thereto, and Velthorn Merchant Bank, N.A., as administrative agent (the "Credit Agreement"), remains outstanding as of the Closing Date in the aggregate principal amount of Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000) plus accrued and unpaid interest and fees. Such Indebtedness is being repaid in full at Closing from the proceeds of the Base Purchase Price pursuant to the payoff letter issued by Velthorn Merchant Bank, N.A., dated June 26, 2024 (the "Payoff Letter"), a copy of which has been delivered to the Purchaser.
(f) Maintenance of Insurance. During the Interim Period, the Seller has maintained in full force and effect all insurance policies covering the Acquired Business and the Acquired Assets, including general liability, professional liability, property, workers' compensation, and directors' and officers' liability insurance, in amounts and on terms consistent with past practice.
(g) Cooperation with Regulatory Filings. The Seller has cooperated with the Purchaser in preparing, executing, and filing all notices, applications, filings, and submissions required to be made with any governmental authority in connection with the Transactions, including the state healthcare change-of-ownership notices filed with the Tennessee Department of Health, the Georgia Department of Community Health, and the North Carolina Division of Health Service Regulation, in each case on or about March 4, 2024, and has responded promptly and fully to all inquiries and requests for additional information from such governmental authorities.
(h) Cooperation with Landlord Consent Process. The Seller has cooperated with the Purchaser in connection with the process of obtaining landlord consents or approvals required under the applicable Leased Real Property leases in connection with the assignment or transfer of such leases as part of the Transactions. Of the thirty-seven (37) leased clinic locations, twenty-nine (29) require landlord consent or approval in connection with the asset purchase. The Seller has used commercially reasonable efforts to obtain all such consents, including by providing notice to landlords, responding to landlord inquiries, and facilitating communications between the Purchaser and such landlords.
(i) Access to Information. During the Interim Period, the Seller has provided the Purchaser and its officers, employees, agents, accountants, legal counsel, financing sources, and other authorized representatives with reasonable access during normal business hours to the books, records, contracts, properties, personnel, and other information relating to the Acquired Business, in each case in accordance with and subject to the terms and conditions set forth in the Agreement and the Confidentiality Agreement dated January 18, 2024.
(j) Notification Obligations. During the Interim Period, the Seller has timely notified the Purchaser in writing of any event, development, condition, or circumstance of which the Seller has become aware that would reasonably be expected to (i) cause any representation or warranty of the Seller contained in the Agreement to be untrue or inaccurate in any material respect, (ii) result in a breach of any covenant or agreement of the Seller contained in the Agreement, or (iii) have a Material Adverse Effect. As of the date hereof, no such notification has been required to be delivered.
SECTION 3: SATISFACTION OF CLOSING CONDITIONS
3.1 The undersigned hereby certifies, on behalf of the Seller, that all conditions precedent to the obligations of the Purchaser to consummate the Closing as set forth in Section 7.2 of the Agreement have been satisfied (or, to the extent applicable, waived in writing by the Purchaser) as of the Closing Date, including, without limitation, the following:
(a) The representations and warranties of the Seller contained in the Agreement are true and correct as of the Closing Date in accordance with the standard set forth in Section 1 of this Certificate.
(b) The Seller has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Seller at or prior to the Closing, as certified in Section 2 of this Certificate.
(c) The Seller has delivered, or is concurrently delivering at the Closing, each of the following documents, instruments, agreements, and certificates required to be delivered by the Seller at the Closing pursuant to the Agreement (collectively, the "Seller Closing Deliverables"):
(i) This Seller's Closing Certificate;
(ii) The Bill of Sale, duly executed by the Seller, conveying to the Purchaser good and valid title to the tangible personal property included in the Acquired Assets;
(iii) The Assignment and Assumption Agreement, duly executed by the Seller, effectuating the assignment to the Purchaser of all Assumed Contracts and Assumed Liabilities;
(iv) The intellectual Property Assignment Agreement, duly executed by the Seller, effectuating the assignment to the Purchaser of all intellectual Property included in the Acquired Assets, including the PeakConnect platform and U.S. Registration No. 5,412,887;
(v) The Transition Services Agreement, duly executed by the Seller, setting forth the terms and conditions upon which the Seller will provide certain transitional services to the Purchaser following the Closing;
(vi) The Escrow Agreement, duly executed by the Seller, the Purchaser, and Commonwealth Trust & Escrow Company, as escrow agent, providing for the establishment of the Indemnity Escrow Account and the Adjustment Escrow Account;
(vii) The Earnout Agreement, duly executed by the Seller and the Purchaser, setting forth the terms and conditions of the Earnout Payments;
(viii) The Employment Agreement of Dr. Randall J. Whitfield, duly executed by Dr. Whitfield and the Purchaser (or a designated Affiliate of the Purchaser);
(ix) The Employment Agreement of Elaine Whitfield-Torres, duly executed by Ms. Whitfield-Torres and the Purchaser (or a designated Affiliate of the Purchaser);
(x) The Non-Competition and Non-Solicitation Agreement of Dr. Randall J. Whitfield, duly executed by Dr. Whitfield and the Purchaser;
(xi) The Non-Competition and Non-Solicitation Agreement of Elaine Whitfield-Torres, duly executed by Ms. Whitfield-Torres and the Purchaser;
(xii) The Secretary's Certificate of the Seller, duly executed by the Secretary or Assistant Secretary of the Seller, certifying and attaching (A) resolutions of the Board of Directors of the Seller authorizing the execution, delivery, and performance of the Agreement and the ancillary agreements and the consummation of the Transactions, (B) incumbency certificates for the officers of the Seller executing the Agreement and the ancillary agreements, (C) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware dated no earlier than five (5) Business Days prior to the Closing Date, and (D) true, correct, and complete copies of the Seller's certificate of incorporation and bylaws, each as in effect on the Closing Date;
(xiii) The Officer's Certificate re: No Material Adverse Effect, duly executed by an authorized officer of the Seller, certifying that no Material Adverse Effect has occurred since the date of the Agreement;
(xiv) The FIRPTA Certificate, constituting a certification of non-foreign status in compliance with Treasury Regulation Section 1.1445-2(b)(2) and Section 1445 of the Internal Revenue Code of 1986, as amended, certifying the Seller's name (Cardinal Peak Industries, Inc.), address (8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215), and U.S. employer identification number (EIN: 82-3947561);
(xv) The Payoff Letter from Velthorn Merchant Bank, N.A., dated June 26, 2024, setting forth the aggregate payoff amount required to satisfy in full all outstanding Indebtedness of the Seller under the Credit Agreement, together with evidence of the filing of UCC-3 termination statements with the Secretary of State of the State of Delaware (filed June 28, 2024) and the Secretary of State of the State of Tennessee (filed June 28, 2024), terminating all UCC financing statements securing such Indebtedness;
(xvi) Landlord consents or estoppel certificates, as applicable, obtained for the applicable Leased Real Property locations requiring such consents in connection with the Transactions; and
(xvii) Such other documents, instruments, certificates, and agreements as are required to be delivered by the Seller at the Closing pursuant to the Agreement or as have been reasonably requested by the Purchaser in connection with the consummation of the Transactions.
(d) No temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or other order, injunction, or decree of any court or other governmental authority of competent jurisdiction shall be in effect that restrains, enjoins, or otherwise prohibits the consummation of the Transactions.
(e) All required governmental approvals, consents, and authorizations necessary for the consummation of the Transactions have been obtained or are not required. The parties have confirmed that a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is not required in connection with the Transactions based on the applicable size-of-transaction and size-of-person thresholds. All state healthcare regulatory change-of-ownership notices required to be filed in connection with the Transactions have been duly filed with the applicable state regulatory authorities, including in the States of Tennessee, Georgia, and North Carolina, and no such governmental authority has raised any objection to or imposed any material condition upon the consummation of the Transactions.
SECTION 4: NO MATERIAL ADVERSE EFFECT
4.1 The undersigned hereby certifies, on behalf of the Seller, that since the date of the Agreement (April 2, 2024) through and including the Closing Date, there has not occurred any event, change, effect, development, condition, circumstance, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as such term is defined in Section 1.1 of the Agreement) on the business, assets, liabilities, financial condition, or results of operations of the Seller or the Acquired Business.
4.2 For the avoidance of doubt, the pending litigation captioned Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.), which was fully and accurately disclosed to the Purchaser in the Disclosure Schedules delivered in connection with the Agreement and which constitutes an Excluded Liability under Section 2.4 of the Agreement (and is therefore not being assumed by the Purchaser in connection with the Transactions), does not, and is not reasonably expected to, constitute a Material Adverse Effect. The Seller is not aware of any material developments in such litigation since the date of the Agreement that were not previously disclosed to the Purchaser.
SECTION 5: ESTIMATED CLOSING NET WORKING CAPITAL
5.1 The undersigned hereby certifies, on behalf of the Seller, that attached hereto as Exhibit A is the Seller's good faith estimate of the Net Working Capital of the Acquired Business as of the Closing Date (the "Estimated Closing Statement"), prepared in accordance with the methodology, principles, and definitions set forth in Section 2.6 of the Agreement, including the Accounting Principles attached as Exhibit B to the Agreement.
5.2 Based on the Estimated Closing Statement, the Seller's good faith estimate of the Net Working Capital of the Acquired Business as of the Closing Date is Twenty-Nine Million Two Hundred Thousand Dollars ($29,200,000) (the "Estimated Closing NWC").
5.3 The Net Working Capital Target under the Agreement (as set forth in Section 2.6(a) thereof) is Twenty-Eight Million Dollars ($28,000,000) (the "NWC Target").
5.4 The estimated difference between the Estimated Closing NWC and the NWC Target is a positive amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the "Estimated NWC Adjustment"). Because the Estimated NWC Adjustment exceeds the Five Hundred Thousand Dollar ($500,000) de minimis collar set forth in Section 2.6(b) of the Agreement, the Estimated NWC Adjustment will result in an upward adjustment to the Base Purchase Price payable at Closing in accordance with the terms set forth in the Agreement.
5.5 The final determination of Net Working Capital as of the Closing Date shall be completed within ninety (90) days following the Closing Date (i.e., by September 28, 2024) in accordance with the post-closing adjustment procedures set forth in Section 2.6(c) through Section 2.6(f) of the Agreement. Any dispute regarding the final Net Working Capital shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.6(e) of the Agreement.
SECTION 6: SHAREHOLDER APPROVAL AND CONSENTS
6.1 The undersigned hereby certifies, on behalf of the Seller, that all necessary corporate action has been duly and validly taken by the Seller to authorize the execution and delivery of the Agreement and each of the ancillary agreements and documents to which the Seller is a party, and the consummation of the Transactions, including:
(a) The Board of Directors of the Seller has unanimously adopted resolutions approving and authorizing the Agreement, the ancillary agreements, and the Transactions, and recommending that the shareholders of the Seller approve the same, at a meeting duly called and held on March 28, 2024, at which a quorum was present and acting throughout.
(b) To the extent required under the Seller's certificate of incorporation and bylaws and applicable provisions of the Delaware General Corporation Law, the shareholders of the Seller have duly approved the Agreement and the Transactions. The shareholders of the Seller and their respective ownership interests are as follows:
(c) Each shareholder holding shares necessary to approve the Transactions has duly executed and delivered a written consent or voted in favor of the Transactions at a duly convened meeting of shareholders, and no shareholder has exercised or purported to exercise any appraisal, dissenter's, or similar rights under the Delaware General Corporation Law or otherwise with respect to the Transactions.
6.2 The undersigned further certifies that all required third-party consents necessary for the consummation of the Transactions have been obtained, or, with respect to certain consents that have not been obtained as of the Closing Date, the failure to obtain such consents would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Business or the ability of the Purchaser to operate the Acquired Business following the Closing in substantially the same manner as currently conducted.
SECTION 7: NO PROCEEDINGS
7.1 The undersigned hereby certifies, on behalf of the Seller, that, other than the litigation previously disclosed in the Disclosure Schedules, including the matter captioned Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.) (which constitutes an Excluded Liability under the Agreement), there is no action, suit, proceeding, claim, arbitration, investigation, or inquiry by or before any court, governmental authority, arbitrator, or other tribunal that is pending or, to the Knowledge of the Seller, threatened against or affecting the Seller, any of the Acquired Assets, or the Acquired Business that:
(a) challenges or seeks to restrain, enjoin, delay, prohibit, or otherwise prevent the consummation of the Transactions or any of the other transactions contemplated by the Agreement or the ancillary agreements, or seeks damages in connection therewith; or
(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Business, the Acquired Assets, or the ability of the Seller to perform its obligations under the Agreement or the ancillary agreements.
7.2 To the Knowledge of the Seller, no governmental authority has indicated an intention to commence any such action, suit, proceeding, investigation, or inquiry as described in Section 7.1 above.
SECTION 8: MISCELLANEOUS PROVISIONS
8.1 Delivery Pursuant to the Agreement. This Certificate is being delivered by the Seller to the Purchaser pursuant to the requirements of Section 7.2(c) of the Agreement and is intended solely to satisfy the condition precedent set forth therein. This Certificate is subject in all respects to the terms and conditions of the Agreement, including the limitations on liability, indemnification provisions, and other terms set forth therein.
8.2 No Modification of the Agreement. This Certificate shall not be deemed to modify, amend, supplement, expand, or otherwise alter the representations, warranties, covenants, agreements, or other provisions contained in the Agreement or any ancillary agreement, nor shall this Certificate create or be deemed to create any rights, claims, or obligations beyond those set forth in the Agreement.
8.3 Reliance. This Certificate is being delivered for the benefit of, and may be relied upon by, the Purchaser, Ardent Capital Partners III LP (as the controlling equityholder of the Purchaser), and their respective officers, directors, managers, members, partners, employees, agents, and representatives, in each case solely in connection with the consummation of the Transactions and the enforcement of the Purchaser's rights under the Agreement.
8.4 Governing Law. This Certificate 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 provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
8.5 Defined Terms. All capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement.
8.6 Counterparts. This Certificate may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or electronic transmission in portable document format (.pdf) shall be equally as effective as delivery of an original executed counterpart.
\[Signature Page Follows\]
\[SIGNATURE PAGE TO SELLER'S CLOSING CERTIFICATE\]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Seller's Closing Certificate as of June 30, 2024, on behalf of the Seller.
CARDINAL PEAK INDUSTRIES, INC.
By: ________
Name: Dr. Randall J. Whitfield
Title: Chairman and Chief Executive Officer
Address: 8400 Crescent Ridge Parkway, Suite 200
Nashville, TN 37215
EIN: 82-3947561
Date: June 30, 2024
Shareholder | Ownership Percentage
Dr. Randall J. Whitfield | 52%
Elaine Whitfield-Torres | 18%
Ridgeline Growth Equity Fund II LP | 22%
Other management shareholders (collectively) | 8%
Total | 100%