Contract analysis

1. Purpose and Summary of Request The Tax Department of Calderwood & Harkness LLP has been asked to serve as tax counsel to Ardent Capital Partners III LP, a Delaware limited partnership (the "Client" or "Ardent"), in connection with the proposed acquisition (the "Transaction") of Pinnacle Health Services Group LLC, a Delaware limited liability company taxed as a partnership for U.S. federal income tax purposes (the

2. Description of Proposed Engagement 2.1 Client. The proposed client is Ardent Capital Partners III LP, a Delaware limited partnership headquartered at 600 Lexington Avenue, 38th Floor, New York, NY 10022 (EIN 87-3491520). Ardent Capital Partners III LP is a private equity fund (Fund III, vintage 2022, with an aggregate fund size of approximately $3.2 billion) focused on investments in the healthcare services, healt

3. Parties Searched The following parties were searched in the firm's electronic conflicts database and were the subject of the manual practice group inquiries described in Section 4 below. All known name variants, abbreviations, and affiliated entity names were included in the search. 3.1 Client-Side Parties (Buyer) 3.2 Target and Seller Parties 3.3 Opposing and Co-Counsel 3.4 Financial Advisors 3.5 Lenders and Fina

4. Search Methodology The conflicts check was conducted in accordance with the firm's standard new matter intake procedures, as set forth in the Calderwood & Harkness LLP Conflicts of Interest Policy (revised effective September 1, 2023), and comprised the following steps: (1) Electronic Database Search. A comprehensive search of Calderwood & Harkness's firm-wide conflicts database, the New Matter Intake System ("NMI

5. Results of Conflicts Search 5.1 No Current Client Relationships with Adverse Parties The NMIS search and manual practice group inquiries confirm that Calderwood & Harkness LLP does not currently represent, and has no open matter for, any of the following parties: • Pinnacle Health Services Group LLC (or any known affiliate, predecessor, or subsidiary thereof); • Dr. Raymond Carvallo, individually or in any represe

6. Conclusion and Clearance Based on the comprehensive conflicts search described in this memorandum — including the electronic search of the firm's New Matter Intake System, cross-referencing against the firm's active client list and adverse party database, manual inquiries to all partners in the Tax, M&A, Healthcare, Private Equity, and Finance practice groups, and review of existing engagement letters and side let

7. Certification and Approval Prepared by: ________________________________________ Robert Jansen Lead Associate, Tax Department Calderwood & Harkness LLP Date: January 8, 2024 Reviewed and Approved by: ________________________________________ Leonard Cross Partner, Tax Department Calderwood & Harkness LLP Date: January 8, 2024 Distribution: Conflicts Committee, Office of the General Counsel, Calderwood & Harkness LL