Contract analysis

I. Executive Summary This memorandum constitutes the internal closing memorandum of Calderwood & Harkness LLP (the "Firm") summarizing all activities performed by the Firm in connection with the antitrust and Hart-Scott-Rodino ("HSR") clearance workstream for the acquisition of 100% of the outstanding shares of Pinnacle Health Systems, Inc. ("Pinnacle" or "PHS") by Ardent Capital Partners III LP ("Ardent Capital" or

II. Engagement and Staffing Engagement Letter. The Firm's engagement letter was executed on January 29, 2024, between Calderwood & Harkness LLP and Ardent Capital Partners III LP. The engagement letter was executed by Julian Desmond, Co-Founder and Managing Partner of Ardent Capital Management LLC, on behalf of Ardent Capital Partners III LP, and by Howard Bellamy, Partner, on behalf of the Firm. Scope of Engagement.

III. Transaction Overview A. Parties to the Transaction Acquiring Person / Ultimate Parent Entity. Ardent Capital Partners III LP is a Delaware limited partnership. Its general partner is Ardent Capital GP III LLC, a Delaware limited liability company (EIN 86-2198403). The investment manager and fund sponsor is Ardent Capital Management LLC, a Delaware limited liability company (EIN 84-5567312; SEC File No. 801-11924

IV. HSR Filing: Threshold Analysis and Filing Details A. Jurisdictional Threshold Analysis The Firm conducted a threshold analysis to determine whether the transaction required the filing of HSR premerger notification forms under Section 7A of the Clayton Act, 15 U.S.C. § 18a. The analysis addressed both the size-of-transaction test and the size-of-person test as set forth in the FTC's annual adjusted threshold value

V. Chronological Timeline of Antitrust Workstream This section provides a detailed chronological record of all activities undertaken by Calderwood & Harkness LLP during the course of the antitrust workstream, organized by phase. A. Pre-Filing Phase (January 29 – February 15, 2024) January 28, 2024. The Firm's internal conflicts check memorandum was prepared and cleared. No conflicts were identified with respect to Pi

VI. Substantive Antitrust Analysis Summary This section summarizes the key elements of the substantive antitrust analysis performed by the Firm in connection with the transaction. The detailed analysis is set forth in the internal memoranda and workpapers referenced herein. A. Relevant Product Markets The Firm identified two relevant product markets for purposes of the competitive analysis: Market 1: Ambulatory Surgi

1. Charlotte-Concord-Gastonia, NC-SC MSA

4. Nashville-Davidson-Murfreesboro-Franklin, TN MSA

5. Atlanta-Sandy Springs-Alpharetta, GA MSA

6. Tampa-St. Petersburg-Clearwater, FL MSA

9. Dallas-Fort Worth-Arlington, TX MSA The MSA-level market definition reflects the localized nature of ASC and physician practice management competition, which is driven by patient travel patterns, physician referral networks, and payor contracting patterns. The use of MSA boundaries is consistent with the FTC's standard approach to geographic market definition in healthcare services markets. C. Horizontal Overlap A

VII. Regulatory Interactions This section summarizes all interactions with the FTC and DOJ during the course of the HSR review process. FTC Bureau of Competition, Premerger Notification Office. The FTC Premerger Notification Office processed the acquiring person and acquired person HSR notification forms filed on February 16, 2024. The FTC assigned Transaction Number 20241487 to the filing. The PNO issued a Confirmat

VIII. Key Deliverables Produced The following is a complete index of all memoranda, filings, correspondence, and work product produced by Calderwood & Harkness LLP during the course of Matter No. 1001-00001. A. Internal Memoranda and Analysis

1. Conflicts Check Memorandum — January 28, 2024

2. Matter Opening Memorandum — February 1, 2024

3. HSR Filing Checklist & Timeline Memorandum — February 2, 2024 (Reyes)

4. Preliminary Antitrust Risk Assessment Memorandum — February 5, 2024 (Bellamy, Reyes, Nguyen)

5. State Regulatory / Certificate of Need Analysis Memorandum — February 7, 2024 (Nguyen)

6. Portfolio Company Overlap Analysis Memorandum — February 8, 2024 (Nguyen)

7. Vertical Relationships Analysis Memorandum — February 9, 2024 (Reyes)

8. Market Definition & Competitive Analysis Memorandum — February 10, 2024 (Reyes, Nguyen)

9. HHI Concentration Analysis Workpaper — February 10, 2024 (Nguyen)

10. Competitor Identification and Market Participant Chart — February 10, 2024 (Nguyen)

11. Internal Memo re: FTC Federal Register Notice of Early Termination — March 12, 2024 (Nguyen) B. HSR Filing Documents

12. Acquiring Person HSR Notification Form — Draft — February 12, 2024 (Reyes, Nguyen)

13. Acquiring Person HSR Notification Form — Final Execution Version — February 16, 2024 (Reyes, Nguyen; certified by Julian Desmond)

14. Item 4(c)/4(d) Document Log — Acquiring Person — February 16, 2024 (7 documents indexed) C. FTC/DOJ Filings and Correspondence

15. Cover Letter to FTC Premerger Notification Office — February 16, 2024 (Bellamy)

16. Request for Early Termination of Waiting Period — February 16, 2024 (Bellamy)

17. Voluntary Submission Letter (White Paper) to FTC Staff — February 16, 2024 (Bellamy, Reyes)

18. Email to FTC Staff (Sarah Whitman) re: Availability for Questions — February 20, 2024 (Bellamy) D. Client Correspondence

19. Letter re: Item 4(c)/4(d) Document Collection Instructions — February 4, 2024 (Reyes)

20. HSR Filing Fee Wire Instructions Letter — February 14, 2024 (Reyes)

21. Client Update Email — HSR Forms Filed — February 16, 2024 (Bellamy)

22. Bi-Weekly Status Report #1 — February 29, 2024 (Reyes)

23. Client Update Email — Early Termination Granted — March 8, 2024 (Bellamy)

24. Bi-Weekly Status Report #2 — March 14, 2024 (Reyes) E. Counterparty Counsel Correspondence

25. Letter to Greenvale Durneval LLP re: Coordination Protocol — February 5, 2024 (Bellamy)

26. Email to Greenvale Durneval LLP re: NAICS Code Consistency — February 11, 2024 (Reyes)

27. Email to Greenvale Durneval LLP re: Simultaneous Filing Coordination — February 13, 2024 (Reyes)

28. Email to Whitfield & Crane LLP re: HSR Clearance Obtained — March 8, 2024 (Bellamy)

29. Letter to Fendowell Thornton LLP re: Regulatory Condition Satisfaction — March 11, 2024 (Bellamy) F. Closing Deliverables

30. HSR Clearance Certificate — Officer's Certificate — May 12, 2024 (executed by Julian Desmond)

31. This Closing Memorandum — May 12, 2024 (Bellamy, Reyes, Nguyen) G. File Copies (Annotated)

32. FTC PNO Confirmation of Filing Receipt — Annotated File Copy — February 16, 2024 (annotated by Reyes)

33. FTC Early Termination Grant Notice — Annotated File Copy — March 8, 2024 (annotated by Reyes)

IX. Professional Fees and Disbursements The following is a summary of total professional fees and disbursements incurred by Calderwood & Harkness LLP in connection with Matter No. 1001-00001: Professional Fees by Timekeeper: Disbursements: All filing fees were borne by Ardent Capital Partners III LP pursuant to EPA §5.4(a), which provides that the acquirer is responsible for all regulatory filing fees. The $280,000 H

X. Outcome and Disposition The antitrust workstream for the acquisition of Pinnacle Health Systems, Inc. by Ardent Capital Partners III LP was completed successfully, with the following outcomes: Transaction Closing. The transaction closed successfully on May 12, 2024, well in advance of the EPA outside date of June 30, 2024. All conditions to closing were satisfied, including the antitrust regulatory condition set f

XI. Document Retention All work product, file copies, memoranda, correspondence, HSR filings, and related documents generated or received by Calderwood & Harkness LLP in connection with Matter No. 1001-00001 will be retained in the Firm's document management system in accordance with the Firm's records retention policy and the terms of the January 29, 2024 engagement letter with Ardent Capital Partners III LP. The Fi