Contract analysis

Section 1: Identification of Client The Client for purposes of this engagement is Ardent Capital Partners III LP, a Delaware limited partnership (EIN: 87-3491520), acting through its general partner, Ardent Capital GP III LLC, a Delaware limited liability company. Fund III is a $3.2 billion fund (vintage 2022) with a stated investment focus on healthcare services, healthcare information technology, and life sciences

Section 2: Scope of Engagement The scope of Calderwood & Harkness's engagement encompasses the following tax structuring and advisory services in connection with the Transaction. Deliverables under each subsection will be provided in the form of memoranda, schedules, draft documents, and oral advice as appropriate. Each subsection below describes in reasonable detail the categories of work to be performed; the actual

Section 3: Exclusions from Scope To avoid any misunderstanding, Calderwood & Harkness is not engaged to provide, and will not provide, the following services in connection with the Transaction, each of which falls outside the scope of this engagement: (a) General M&A Legal Representation. All M&A legal services, including the negotiation and drafting of the Merger Agreement and ancillary transaction documents (other

Section 4: Responsible Attorneys and Staffing Calderwood & Harkness has assembled the following team to serve the Client in connection with this engagement: Leonard Cross will have overall responsibility for the engagement and will serve as the primary point of contact for the Client on all substantive matters. Sylvia Hartwell will oversee billing and financial administration of the engagement, including the preparat

Section 5: Fees and Billing Arrangements 5.1 Hourly Rates Services under this engagement will be billed on an hourly basis at the following rates: Rates for any additional timekeepers assigned to the engagement will be at Calderwood & Harkness's standard rates then in effect for attorneys and paraprofessionals of comparable seniority and experience. The Client will be informed of the applicable rate for any such addi

Section 6: Conflicts of Interest Calderwood & Harkness completed a conflicts check on January 8, 2024, covering all known parties to the Transaction and related persons, including without limitation: Ardent Capital Partners III LP; Ardent Capital GP III LLC; Pinnacle Health Services Group LLC; Dr. Raymond Carvallo; Dr. Nadia Ostrowski; Jonathan Marsh; Whitford & Gaines LLP; Harcourt Shaw & DeVries LLP; Graystone Nati

Section 7: Confidentiality Calderwood & Harkness will maintain the confidentiality of all information and materials received from the Client, or from third parties on the Client's behalf, in connection with this engagement. Such information will not be disclosed to any person or entity outside the Firm, subject to the following exceptions: (a) disclosure required by applicable law, regulation, court order, or subpoen

Section 8: Document Retention Calderwood & Harkness will retain engagement files (including correspondence, memoranda, work papers, and other materials created or received in connection with this engagement) in accordance with the Firm's document retention policy, which currently requires a minimum retention period of seven (7) years from the date the engagement is formally closed in the Firm's records management sys

Section 9: Limitation of Liability The Client agrees that Calderwood & Harkness's aggregate liability to the Client arising out of or in connection with this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to Calderwood & Harkness under this engagement letter. This limitati

Section 10: Term and Termination This engagement shall commence on the date of this letter, January 10, 2024, and shall continue until the earliest to occur of the following: (a) the services described in Section 2 of this engagement letter have been completed, as reasonably determined by Calderwood & Harkness in consultation with the Client; (b) the Transaction is terminated, abandoned, or otherwise does not proceed

Section 11: Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the services provided hereunder, including bu

Section 12: Miscellaneous Entire Agreement. This engagement letter, together with any enclosures referenced herein, constitutes the entire agreement between Calderwood & Harkness LLP and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof. Amendm