Contract analysis

1. Purpose of This Letter We write to transmit the final invoice for Matter No. 1001-00001 and to formally advise you that the above-referenced matter has been closed in Calderwood & Harkness's records effective as of May 12, 2024, coinciding with the closing of Ardent Capital Partners III LP's acquisition of Pinnacle Health Systems, Inc. Enclosed with this letter please find our Final Statement of Account, Invoice N

2. Summary of Engagement and Scope Calderwood & Harkness LLP was engaged pursuant to the Engagement Letter dated January 29, 2024 to serve as antitrust counsel to Ardent Capital Partners III LP (the "Fund" or "Client") in connection with the Fund's acquisition of one hundred percent (100%) of the outstanding equity interests of Pinnacle Health Systems, Inc. ("Pinnacle" or the "Target"), a transaction with an aggregat

3. Summary of Key Milestones and Timeline The following is a summary of the principal milestones achieved during the course of the engagement. This timeline is provided for the Client's records and for ease of reference in connection with the Transaction's closing binder and post-closing documentation. We note, for completeness, that the original statutory thirty (30) day waiting period under the HSR Act would have e

4. Final Statement of Account — Professional Fees The billing period for the enclosed Final Statement of Account covers January 29, 2024 through May 12, 2024. All professional fees have been calculated at the billing rates specified in the Engagement Letter, as follows: • Howard Bellamy, Partner: $1,650.00 per hour • Monica Reyes, Associate: $875.00 per hour • Elliot Nguyen, Associate: $725.00 per hour The following

5. Final Statement of Account — Disbursements In addition to professional fees, the following disbursements were incurred during the course of the engagement: HSR Filing Fee (FTC): $280,000.00. This amount was advanced by the Client directly via wire transfer to the FTC Premerger Notification Office in accordance with wire instructions provided by our office on February 14, 2024, and pursuant to the Client's obligati

6. Total Amount Due The total amount due under the enclosed Final Statement of Account is summarized as follows: Payment Terms. In accordance with Section 5 of the Engagement Letter, payment of the total amount due is requested within thirty (30) days of the date of this invoice — i.e., on or before June 13, 2024. Amounts unpaid after such date will accrue interest at the rate of 1.0% per month (12.0% per annum), as

7. Key Deliverables Produced The following is an itemized list of the principal work product prepared and delivered to the Client during the course of the engagement. All memoranda and work papers listed below have been transmitted to the Client via the firm's secure file-sharing platform and/or via encrypted email to Julian Desmond and Priya Chandrasekar. Copies of all deliverables have also been provided to David O

1. Preliminary Antitrust Risk Assessment Memorandum (February 5, 2024) — Initial assessment of the Transaction's antitrust risk profile, including identification of potentially overlapping service areas and preliminary assessment of likely agency review posture.

2. Portfolio Company Overlap Analysis Memorandum — Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc. (February 8, 2024) — Detailed analysis of horizontal overlaps between Pinnacle's service lines and those of two Fund portfolio companies, Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc., across all relevant geographic markets.

3. Vertical Relationships Analysis Memorandum (February 9, 2024) — Assessment of vertical relationships between the Target and entities in the Fund's portfolio, including referral patterns, managed care contracting, and supply chain considerations.

4. Market Definition & Competitive Analysis Memorandum — 9 Metropolitan Statistical Areas (February 10, 2024) — Comprehensive analysis of relevant product and geographic markets in each of the nine MSAs in which Pinnacle operates, applying FTC/DOJ Merger Guidelines analytical framework.

5. HHI Concentration Analysis Workpaper — All 9 MSAs (February 10, 2024) — Herfindahl-Hirschman Index calculations for each relevant market, including pre-Transaction and post-Transaction concentration levels and deltas, demonstrating that the Transaction falls below applicable thresholds for presumptive competitive concern.

6. Competitor Identification and Market Participant Chart (February 10, 2024) — Identification and profiling of principal competitors in each relevant market, including market share estimates, capacity data, and recent entry/expansion activity.

7. State Regulatory / Certificate of Need Analysis Memorandum (February 7, 2024) — Survey of Certificate of Need and state licensure requirements in each of the states in which Pinnacle operates, assessing the impact of state regulatory barriers on competitive conditions and market entry.

8. Acquiring Person HSR Notification Form — Final Execution Version (February 16, 2024) — Completed HSR Notification and Report Form for the acquiring person (Ardent Capital Partners III LP), including all required exhibits, appendices, and attachments.

9. Item 4(c)/4(d) Document Log — Acquiring Person (February 16, 2024) — Index of the seven (7) documents responsive to Item 4(c) and Item 4(d) of the HSR Notification Form, including privilege log entries where applicable.

10. Voluntary Submission White Paper to FTC Staff (February 16, 2024) — Proactive submission to the FTC Premerger Notification Office and the Bureau of Competition's Mergers IV Division, presenting the competitive analysis of the Transaction and explaining why the Transaction does not raise substantive antitrust concerns in any relevant market.

11. Request for Early Termination Letter (February 16, 2024) — Formal letter requesting early termination of the HSR Act statutory waiting period, filed simultaneously with the HSR Notification Forms.

12. HSR Clearance Certificate (May 12, 2024) — Certificate executed by Julian Desmond on behalf of the Fund certifying that the HSR Act waiting period had been terminated and that no order, decree, or injunction of any governmental authority was in effect prohibiting the consummation of the Transaction, delivered as a closing deliverable under EPA § 6.2(d).

13. Client Status Reports and Update Correspondence — Throughout the engagement, periodic status reports and update memoranda were provided to the Client via email and during scheduled status calls, documenting the progress of the HSR review, communications with FTC staff, and coordination with Greenvale Durneval LLP. All work product described above is subject to the attorney-client privilege, the work product doctr

8. Document Retention and File Disposition We confirm that all original documents provided to Calderwood & Harkness by the Client during the course of the engagement have been returned to the Client or, where originals were not provided to the firm, copies thereof have been transmitted to the Client and to transaction counsel at Whitfield & Crane LLP (David Ostrander, Esq.). Specifically, we confirm the following: •

9. Termination of Representation / Matter Closing Please be advised that Calderwood & Harkness LLP's representation of Ardent Capital Partners III LP in connection with Matter No. 1001-00001 has concluded as of the date of this letter. The firm's files with respect to this matter have been closed, and no further work will be performed under this engagement unless a new engagement is established in writing. The firm d

10. Acknowledgments and Closing We wish to express our sincere appreciation for the opportunity to represent Ardent Capital Partners III LP in connection with its acquisition of Pinnacle Health Systems, Inc. It has been a privilege to work with you, your team, and your co-investors on this significant transaction. We were particularly gratified by the successful outcome of the antitrust review process — the FTC's gra