Contract analysis

I. Purpose This memorandum documents the results of the conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") by Ardent Capital Partners III LP ("Ardent Capital" or the "Client") to serve as antitrust counsel in connection with Ardent Capital's proposed acquisition of one hundred percent (100%) of the outstanding equity of

II. Transaction Summary The following is a summary of the material terms of the proposed Transaction and the principal parties thereto, based on information provided by the Client, the draft Equity Purchase Agreement (circulated January 24, 2024), and publicly available sources. Transaction Type: 100% stock purchase (equity acquisition) of Pinnacle Health Systems, Inc. The Transaction is structured as a purchase by A

III. Parties Searched in Conflicts System Search Methodology. In accordance with Calderwood & Harkness's General Counsel Conflicts Policy, we conducted a comprehensive conflicts search using the Firm's New Matter Intake / Conflicts System ("NMICS"). NMICS is the Firm's centralized conflicts database covering all current and former client representations, adverse parties, related entities, and key individuals across a

1. Ardent Capital Partners III LP (and short names: Ardent Capital, Ardent CP, Fund III) — EIN 87-3421098

2. Ardent Capital GP III LLC — EIN 86-2198403

3. Ardent Capital Management LLC — EIN 84-5567312

4. Julian Desmond, Co-Founder & Managing Partner, Ardent Capital Management LLC

5. Priya Chandrasekar, Co-Founder & Managing Partner, Ardent Capital Management LLC B. Acquirer's Portfolio Companies in Healthcare Sector Given that the proposed engagement involves antitrust advisory services in connection with a healthcare acquisition, we identified and searched Ardent Capital's existing portfolio companies operating in the healthcare sector to assess whether any competitive overlap or related-par

1. Marlowe Asset Management Rehabilitation Holdings LLC — outpatient physical therapy and rehabilitation clinics; headquartered at 8950 Westheimer Road, Suite 600, Houston, TX 77063; operates seventy-four (74) locations across Texas, Florida, and Georgia

2. Clearpath Diagnostics Inc. — independent clinical laboratory services; headquartered at 1700 Market Street, Suite 3400, Philadelphia, PA 19103; operations in Pennsylvania, New Jersey, and New York; annual revenue of approximately $218 million C. Target and Related Entities

1. Pinnacle Health Systems, Inc. (and short names: Pinnacle, PHS) — EIN 56-4389201

2. Dr. Marcus Ellsworth, CEO & Chairman, Pinnacle Health Systems, Inc.

3. Sandra Trevino, CFO, Pinnacle Health Systems, Inc. D. Selling Sponsor and Related Entities

1. Veltrano Equity Holdings LLC — EIN 75-6012389

2. Veltrano Equity Partners Fund V LP

3. Theodore "Ted" Hargrove, Managing Member / Senior Partner, Veltrano Equity Holdings LLC E. Counterparty Counsel

1. Fendowell Thornton LLP (Transaction Counsel to Target / Seller) — 227 West Trade Street, Suite 2800, Charlotte, NC 28202; Lead Partner: Catherine "Kate" Yardley

2. Greenvale Durneval LLP (Antitrust Counsel to Target / Seller) — 1800 M Street NW, Suite 1100, Washington, DC 20036; Lead Partner: Jonathan Felder F. Transaction Counsel to Acquirer

1. Whitfield & Crane LLP — 51 West 52nd Street, New York, NY 10019; Lead Partner: David Ostrander (Corporate / M&A). Whitfield & Crane is serving as lead transaction counsel to Ardent Capital on the corporate aspects of the acquisition, including negotiation and execution of the Equity Purchase Agreement. G. Financial Advisors

1. Meridian Partners LLC (Buy-side Financial Advisor to Ardent Capital) — 280 Park Avenue, 18th Floor, New York, NY 10017; Managing Director: Grant Hollister

2. Crestline Baird & Co. (Sell-side Financial Advisor to Veltrano / Pinnacle) — 300 South Tryon Street, Suite 2500, Charlotte, NC 28202; Managing Director: Natasha Khoury H. Lenders and Financing Sources

1. Provident National Bank, N.A. (Lead Arranger / Administrative Agent) — 1500 JFK Boulevard, Philadelphia, PA 19102; Relationship Manager: Paul Ewing; commitment of $410 million Senior Secured First Lien Term Loan B and $55 million Revolving Credit Facility

2. Atlas Credit Opportunities Fund LP (Mezzanine / Second Lien Lender) — 200 Clarendon Street, 47th Floor, Boston, MA 02116; Managing Director: Rebecca Solis; commitment of $95 million Second Lien Term Loan

1. Harland & Marsh CPAs LLP (Independent Auditor to Pinnacle Health Systems, Inc.) — 100 South Elm Street, Suite 400, Greensboro, NC 27401; Engagement Partner: Timothy Griggs

2. Apex Advisory Group LLC (Quality of Earnings Provider, engaged by Ardent Capital) — One Liberty Plaza, 165 Broadway, New York, NY 10006; Managing Director: Christine Varga J. Regulatory Bodies The following governmental entities are identified for informational purposes and completeness. As governmental agencies, they are not subject to traditional conflicts analysis, but are noted here consistent with Firm policy

IV. Search Results and Analysis Set forth below are the results of the conflicts searches conducted in NMICS for each party and individual identified in Section III above, together with our analysis of any results returned and our conclusions regarding the existence or absence of any conflict of interest. A. Ardent Capital Partners III LP and Affiliates Search Result: No current or prior representations of Ardent Cap

I. Meridian Partners LLC Search Result: No current or prior representation of Meridian Partners LLC was identified in the Firm's conflicts system. No adverse matters involving Meridian Partners LLC or Grant Hollister were identified. Analysis: Meridian Partners is serving as the buy-side financial advisor to Ardent Capital in connection with the Transaction. As an advisor to our client, Meridian Partners' interests a

V. Ethical Rules Considered In conducting the conflicts analysis set forth in Section IV above, we considered the following provisions of the New York Rules of Professional Conduct, which govern the professional responsibilities of attorneys admitted to practice in the State of New York and apply to Calderwood & Harkness LLP and its attorneys: Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a) provides tha

VI. Conclusion and Clearance Based on the comprehensive conflicts search and analysis set forth in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed representation of Ardent Capital Partners III LP in connection with the HSR filing and antitrust advisory services relating to the acquisition of Pinnacle Health Systems, Inc. All pa

VII. Approval By signing below, the undersigned confirm that the conflicts clearance process documented in this memorandum has been completed in accordance with Calderwood & Harkness's General Counsel Conflicts Policy and the applicable New York Rules of Professional Conduct, and that the proposed representation of Ardent Capital Partners III LP in Matter No. 1001-00001 is approved for opening. RESPONSIBLE PARTNER AP

VIII. Appendix — Conflicts Search Terms The following is a comprehensive listing of all search terms entered into the Firm's New Matter Intake / Conflicts System (NMICS) during the conflicts clearance process documented in this memorandum. Searches were conducted on January 26–28, 2024. Each entity was searched using all known full legal names, short names, trade names, common abbreviations, and alternative spellings

I. Other Service Providers END OF MEMORANDUM Prepared by Monica Reyes and Elliot Nguyen, Antitrust & Competition Practice Group, Calderwood & Harkness LLP. All searches conducted January 26–28, 2024. This memorandum and the conflicts analysis contained herein are subject to the attorney-client privilege and the work product doctrine. Do not distribute outside of Calderwood & Harkness LLP without prior authorization f