Extract to table

" RECITALS WHEREAS, Purchaser and Seller are parties to that certain Asset Purchase Agreement dated as of April 2, 2024 (as amended, modified, or supplemented from time to time, the "APA"), pursuant to which Purchaser agreed to acquire, and Seller agreed to sell, transfer, convey, and deliver to Purchaser, substantially all of the assets of Seller relating to its outpatient rehabilitation and behavioral health operations for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to customary adjustments as set forth in the APA; WHEREAS, the transactions contemplated by the APA were consummated on June 30, 2024 (the "Closing Date"), and, as of such date, Purchaser has acquired substantially all of the assets of the Acquired Business (as defined herein); WHEREAS, Purchaser is a wholly-owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership managed by its general partner, Ardent Capital Management LLC, a Delaware limited liability company; WHEREAS, the APA contemplates the payment of contingent consideration to the Seller Shareholders in the form of earnout payments based on the post-closing financial performance of the Acquired Business, as further set forth herein; WHEREAS, the Parties desire to set forth in this Agreement the terms, conditions, methodology, and procedures governing the calculation, verification, and payment of such earnout consideration, including the Adjusted EBITDA targets that must be achieved, the mechanics for determining whether such targets have been met, the allocation of earnout payments among the Seller Shareholders, and the resolution of disputes arising in connection therewith; WHEREAS, this Agreement is being executed and delivered simultaneously with the closing of the transactions contemplated by the APA and constitutes an integral part of the overall transaction agreed upon by the Parties; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the APA

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used in this Agreement and not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement or, if not defined herein, in the APA

In the event of a conflict between the Adjusted EBITDA definition set forth herein and the methodology set forth in Exhibit A, the definition set forth in this Article I shall control

In the event of a change in GAAP that would affect the calculation of Adjusted EBITDA, such change shall not be given effect for purposes of this Agreement unless mutually agreed upon in writing by Purchaser and the Seller Representative

4), the Independent Accounting Firm shall be selected by the American Arbitration Association pursuant to its procedures for the appointment of neutral experts