Contract analysis

1. Ardent Capital Management LLC (UPE; Delaware LLC; EIN 84-5567312) is the sole member of —

2. Ardent Capital GP III LLC (Delaware LLC; EIN 86-2198403), which in turn serves as the sole general partner of —

3. Ardent Capital Partners III LP (Acquiring Entity; Delaware LP; EIN 87-3421098). Ardent Capital Management LLC holds a one hundred percent (100%) membership interest in Ardent Capital GP III LLC. As the sole general partner of Ardent Capital Partners III LP, Ardent Capital GP III LLC exercises exclusive authority over all investment decisions and management functions of the fund, subject to the direction and oversi

1. Confidential Information Memorandum ("CIM") — Pinnacle Health Systems, Inc. Prepared by Crestline Baird & Co. (financial advisor to the selling stockholders), undated. Received by Ardent Capital Management LLC in approximately the fourth quarter of 2023 in connection with the competitive sale process conducted by the sellers' financial advisor. The CIM contains descriptions of Pinnacle's business operations, finan

2. Teaser / One-Page Summary — Pinnacle Health Systems, Inc. opportunity overview. Prepared by Crestline Baird & Co. This document is a brief, anonymized summary of the investment opportunity that was distributed to prospective bidders during the initial phase of the sale process prior to execution of confidentiality agreements.

3. Supplemental CIM / Management Presentation Materials — Pinnacle Health Systems, Inc. Prepared by Crestline Baird & Co. and Pinnacle management. This document consists of supplemental materials prepared for the management presentation phase of the sale process and includes updated financial data, detailed operational metrics, market analysis, and growth projections.

4. Ardent Capital Investment Committee Memorandum — "Project Summit" — Prepared by the Ardent Capital deal team for the investment committee of Ardent Capital Management LLC (Julian Desmond and Priya Chandrasekar), dated November 2023. "Project Summit" is the internal code name assigned to the proposed acquisition of Pinnacle. This memorandum contains the deal team's preliminary analysis of the investment opportunity

5. Ardent Capital Investment Committee Memorandum — Updated Final IC Memo — Prepared by the Ardent Capital deal team for the investment committee, dated January 2024. This is the updated and final version of the investment committee memorandum, reflecting the results of confirmatory due diligence, finalized valuation analysis, revised financial projections, updated competitive landscape analysis, and the proposed ter

6. Board Presentation — Ardent Capital Management LLC board/advisory committee presentation regarding the proposed acquisition of Pinnacle Health Systems, Inc., dated January 2024. This presentation was prepared for and delivered to the advisory committee of Ardent Capital Management LLC in connection with the advisory committee's review of the proposed transaction. The presentation includes a transaction overview, s

7. Email Chain — Internal Ardent Capital email discussion among members of the deal team regarding the competitive landscape for ambulatory surgical center services in target MSAs, dated December 2023. This email chain includes discussion among deal team members of the identities and market positions of competitors of Pinnacle in certain geographic markets, as well as observations regarding market dynamics and growth

1. Veltrano Equity Holdings LLC (through Veltrano Equity Partners Fund V LP) Veltrano Equity Holdings LLC is selling its entire interest in Pinnacle through the disposition of the equity held by its controlled fund vehicle, Veltrano Equity Partners Fund V LP. The sale represents a full exit of Veltrano's investment in Pinnacle.

2. Founder/Management Rollover Holders The founder and management holders collectively hold approximately 23.1% of Pinnacle's pre-transaction equity. The majority of this equity will be sold for cash consideration in the transaction. Dr. Marcus Ellsworth, the CEO and Chairman, will roll over approximately $28,500,000 of his existing equity (representing approximately 3.0% of post-closing equity) into the acquiring en

3. Minority Physician Investors Various physician investors hold, in the aggregate, approximately 14.6% of Pinnacle's pre-transaction equity. These minority holders are selling their entire equity interests for cash consideration in the transaction and are not expected to retain any ownership interest in Pinnacle or the acquiring structure following closing. All selling stockholders are parties to the Equity Purchase

§ 5.4(a) | Regulatory Filings Obligation — requires the Buyer to make all necessary regulatory filings, including HSR Act notifications, promptly following execution of the EPA; provides that the Buyer shall bear all filing fees associated with HSR Act notifications

§ 5.4(b) | Cooperation — requires each party to use commercially reasonable efforts to cooperate with the other parties in connection with the making of all regulatory filings and to promptly furnish such information as may be reasonably required

§ 5.4(c) | Reasonable Best Efforts — requires the Buyer and the sellers to use their reasonable best efforts to obtain all required regulatory approvals; expressly provides that neither the Buyer nor any of its affiliates shall be required to divest, hold separate, or otherwise dispose of any assets or businesses in order to obtain regulatory clearance

§ 6.1(c) | HSR Clearance as Mutual Closing Condition — provides that the obligation of each party to consummate the closing is subject to the condition that any applicable waiting period under the HSR Act shall have expired or been terminated, and no governmental authority shall have issued any order prohibiting the transaction

§ 7.1(b)(ii) | Termination — provides that the EPA may be terminated by either party if the HSR Act waiting period has not expired or been terminated, and the closing has not occurred, by June 30, 2024 (the "Outside Date"), subject to certain exceptions

§ 7.3(b) | Reverse Termination Fee — provides that if the EPA is terminated by the sellers as a result of the Buyer's failure to obtain required regulatory approvals, the Buyer shall pay to the sellers' representative a reverse termination fee of $28,560,000 (equal to 3.0% of the $952,000,000 enterprise value) Document No. | Description | Confidential Treatment Requested 1 | Confidential Information Memorandum — Pinn