Contract analysis

I. Purpose of This Letter As you know, Ardent Capital Management LLC ("Ardent Capital" or the "Company") has engaged Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to serve as antitrust counsel to Ardent Capital Partners III LP ("Fund III") in connection with the Hart-Scott-Rodino Act ("HSR Act") premerger notification filing required for Ardent Capital's proposed acquisition of one hundred percent

II. Overview of Item 4(c) and Item 4(d) Requirements This section provides a detailed overview of the legal requirements of Items 4(c) and 4(d) of the Form so that your team has a clear understanding of the scope of the required document collection. A. Item 4(c) — Documents Analyzing the Transaction with Respect to Competition Item 4(c) of the Form requires the production of all studies, surveys, analyses, and report

1. Transaction-Specific Requirement. Only documents created or received in connection with the specific proposed acquisition of Pinnacle Health Systems, Inc. are responsive to Items 4(c) and 4(d). General market studies, industry reports, or competitive analyses that were not prepared in connection with the evaluation of this specific transaction are not responsive, even if they discuss the ambulatory surgical center

2. Drafts. Drafts of documents are generally not required to be produced unless a draft was itself provided to an officer or director of the filing person. Only final or near-final versions of documents that were shared with officers or directors need be collected. However, if a draft was circulated to a member of the investment committee or the board of managers in the ordinary course, that draft is responsive and s

3. Publicly Available Materials. Documents that are already in the public domain — such as publicly available industry reports, published market research, or publicly filed documents — need not be produced. However, proprietary analyses that incorporate or build upon publicly available data are responsive and must be produced. For example, an internal memorandum that cites publicly available industry statistics in th

4. Ordinary Course Business Documents. There is an important distinction between documents that analyze this specific acquisition with respect to competitive dynamics or synergies (which are responsive) and ordinary course business documents that may discuss competition generally but that were not prepared in connection with the evaluation of the Pinnacle transaction (which are not responsive). If you have questions

III. Identification of Custodians A critical step in the document collection process is identifying all individuals whose files must be searched for responsive materials. We have identified the following categories of custodians. A. Primary Custodians The following individuals' files — including email accounts (active and archived), hard copy files, shared network drives, deal management platforms, and any other docu

1. Julian Desmond — Co-Founder & Managing Partner, Ardent Capital Management LLC. As an officer and director of the UPE, Mr. Desmond is a mandatory custodian. All documents prepared by or for Mr. Desmond in connection with the Pinnacle transaction that discuss the topics covered by Items 4(c) and 4(d) are responsive.

2. Priya Chandrasekar — Co-Founder & Managing Partner, Ardent Capital Management LLC. As an officer and director of the UPE, Ms. Chandrasekar is likewise a mandatory custodian. The same scope applies.

3. Any other partners, managing directors, or principals at Ardent Capital Management LLC who served on the investment committee or otherwise participated in the evaluation, analysis, or approval of the Pinnacle acquisition. We understand that Ardent Capital's investment committee typically includes the Managing Partners and certain senior investment professionals. Please confirm the full composition of the investmen

4. Members of the board of managers (or equivalent governing body) of Ardent Capital GP III LLC. To the extent that the board of managers of Ardent Capital GP III LLC reviewed or approved the Pinnacle acquisition, documents prepared by or for those individuals are responsive.

5. Officers or directors of Ardent Capital portfolio companies, to the extent such individuals participated in the analysis or evaluation of the Pinnacle transaction. This category is particularly relevant with respect to the leadership of Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc., given the potential for overlap or synergy analysis between those entities and Pinnacle. We add

1. Meridian Partners LLC (Grant Hollister, Managing Director) — Buy-side financial advisor to Ardent Capital in connection with the Pinnacle transaction. Meridian Partners likely prepared confidential information memoranda, teasers, valuation analyses, market positioning materials, and other advisory presentations that may contain competitive analysis or synergy projections. All such materials that were provided to o

2. Apex Advisory Group LLC (Christine Varga, Managing Director) — Quality of earnings provider engaged in connection with the transaction. The quality of earnings report and any related analyses may contain competitive or synergy analysis. If so, those portions are responsive.

3. Any other consultants, advisors, or intermediaries engaged by Ardent Capital or its affiliates in connection with the evaluation of the Pinnacle transaction. Please advise if there are additional advisors beyond those identified above whose materials should be collected. Important Note Regarding Privilege: Calderwood & Harkness LLP will handle the privilege review of all identified documents. The client should not

IV. Categories of Likely Responsive Documents To further assist your team in the collection process, we provide below a non-exhaustive list of document types that are commonly responsive to Items 4(c) and 4(d) in the context of private equity acquisitions, with specific guidance tailored to the facts and circumstances of this transaction. This list is intended to be illustrative and should not be treated as a substit

1. Confidential Information Memoranda (CIMs) and Teasers. Materials received from Crestline Baird & Co. (the sell-side advisor) or from other sources describing Pinnacle's competitive position, market share, geographic footprint, or competitors in the ambulatory surgical center and physician practice management markets. CIMs typically contain extensive competitive analysis and are almost always responsive to Item 4(c

2. Investment Committee Memoranda. Internal IC memos prepared by the Ardent Capital deal team recommending or analyzing the Pinnacle acquisition, to the extent they discuss competitive dynamics, market share, competitor identification, market positioning, or potential for sales growth or geographic expansion. IC memos are among the most commonly produced Item 4(c) documents in private equity transactions and should b

3. Board Presentations. Presentations prepared for or delivered to the board of managers of Ardent Capital GP III LLC, the advisory board of Ardent Capital Partners III LP, or any other governing body, to the extent such presentations discuss the transaction's competitive landscape, market share, identified competitors, or market entry and expansion opportunities.

4. Email Chains. Emails among officers and directors of the filing person (and between officers/directors and external advisors) discussing the competitive landscape, market share, competitor positioning, or geographic or product expansion opportunities in connection with the Pinnacle acquisition. We recognize that email searches can be voluminous; the search protocols in Section V are designed to focus the collectio

5. Market Studies or Consultant Reports. Any third-party reports on the ambulatory surgical center industry, physician practice management sector, or related healthcare services markets that were prepared specifically for or used by the Ardent Capital deal team in evaluating this transaction. This includes industry reports commissioned by Ardent Capital from market research firms or consultants, as well as proprietar

6. Due Diligence Reports. Portions of due diligence reports that address competitive dynamics, market positioning, competitor identification, or market share analysis. Note that routine financial diligence materials, legal diligence reports, and operational diligence materials are generally not responsive to Item 4(c) unless they contain substantive discussion of competition or competitive conditions. B. Item 4(d) Do

1. Synergy Models. Financial models projecting cost savings, revenue synergies, or operational efficiencies expected to result from the acquisition of Pinnacle. This category is particularly important in this transaction given the potential for synergies between Pinnacle and Ardent Capital's existing healthcare portfolio, including Marlowe Asset Management Rehabilitation Holdings LLC (outpatient physical therapy clin

2. Integration Plans. Documents outlining post-acquisition integration strategies, operational consolidation plans, management restructuring proposals, or other planning materials that reference expected efficiency gains, cost reductions, or revenue enhancements. Even preliminary or conceptual integration plans are responsive if they were shared with officers or directors.

3. Investment Committee Memoranda. IC memos, to the extent they contain discussion of expected synergies, efficiencies, cost savings, revenue enhancements, or other economic benefits expected to result from the acquisition. As noted above, IC memos frequently contain synergy analysis and should be reviewed carefully for 4(d) content.

4. Board Presentations. Presentations to the board of managers or advisory board that reference synergy projections, efficiency estimates, cost reduction targets, or other economic benefits expected from the transaction.

V. Search Protocols We recommend the following search protocols to ensure a comprehensive and defensible document collection. A. Electronic Search The document collection should encompass a thorough search of all electronic repositories likely to contain responsive materials. Specifically, we request that the client conduct a comprehensive search of the following sources for each identified custodian: • Email account

VI. Privilege Review Protocol Calderwood & Harkness LLP will conduct the privilege review of all documents collected pursuant to this letter before the documents are included in the HSR filing. The following guidelines govern the privilege review process:

1. Attorney-Client Privilege and Work Product. The attorney-client privilege and work product doctrine may apply to certain collected documents, including but not limited to communications with Calderwood & Harkness LLP, communications with Whitfield & Crane LLP (transaction counsel to the acquirer), communications with other legal advisors, and memoranda or analyses prepared in anticipation of litigation or for the

2. Privileged but Non-Responsive Documents. Documents that are subject to privilege but are not otherwise responsive to Items 4(c) or 4(d) need not be produced and will be set aside during the review process.

3. Responsive Documents Containing Privileged Material. If a document that is responsive to Items 4(c) or 4(d) also contains material that is subject to attorney-client privilege or work product protection, Calderwood & Harkness will assess whether a redacted production is appropriate or whether a privilege log entry should be prepared. In certain circumstances, it may be advisable to produce a redacted version of th

4. Client Instructions on Privilege. We request that the client flag any documents that are believed to be potentially privileged by marking or tagging them as "POTENTIALLY PRIVILEGED" in the collection. However, the client should not self-screen privileged documents out of the collection. All potentially responsive documents — including those believed to contain privileged material — should be provided to Calderwood

VII. Coordination with Portfolio Company Document Collection An important aspect of the Item 4(c) and 4(d) document collection in this transaction concerns the potential responsiveness of documents held by officers or directors of Ardent Capital's existing portfolio companies in the healthcare sector. Because the "filing person" for HSR purposes encompasses the entire chain of entities controlled by the UPE — includi

1. Marlowe Asset Management Rehabilitation Holdings LLC — An operator of seventy-four (74) outpatient physical therapy clinics across Texas, Florida, and Georgia, headquartered at 8950 Westheimer Road, Suite 600, Houston, TX 77063. Given the complementary nature of Marlowe Asset Management's physical therapy services and Pinnacle's ambulatory surgical center and physician practice management operations, there may be

2. Clearpath Diagnostics Inc. — A clinical laboratory services provider operating in Pennsylvania, New Jersey, and New York, headquartered at 1700 Market Street, Suite 3400, Philadelphia, PA 19103. To the extent Clearpath's laboratory services overlap with or complement Pinnacle's operations, analyses involving both entities may be responsive. We request confirmation from the client as to whether any officers or dire

VIII. Timeline and Deadlines Given the contractual filing deadline and our target filing date, we have established the following timeline for the document collection, privilege review, and HSR filing process: We wish to emphasize the tightness of this schedule. The February 8, 2024 deadline for the completion of the initial document collection is firm and reflects the minimum amount of time required for Calderwood &

IX. Document Delivery Instructions All collected documents should be provided to Calderwood & Harkness LLP through the following channels:

1. Electronic Documents. Please provide all electronic documents via secure file transfer or encrypted data room link. Elliot Nguyen, Working Associate at Calderwood & Harkness, will arrange access to a secure upload portal and provide credentials to the designated members of your team. Please contact Mr. Nguyen to initiate this process at your earliest convenience.

2. Hard Copy Documents. If any responsive materials exist only in hard copy form, please send them by overnight courier to: Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Attention: Monica Reyes / Elliot Nguyen

3. Organization and Labeling. We request that all documents be organized by custodian and clearly labeled with the custodian's name and the date range of the materials. For electronic files, please create a separate folder for each custodian. For hard copies, please use tabbed dividers or separate binders for each custodian.

4. Questions Regarding Assembly and Delivery. For all questions regarding document assembly, delivery logistics, access to the secure upload portal, and related technical matters, please contact: Elliot Nguyen Working Associate Calderwood & Harkness LLP Direct: (212) 558-4127 Email: enguyen@calderwoodharkness.com

X. Consequences of Non-Compliance / Deficient Filing We wish to briefly underscore the importance of a complete and accurate Item 4(c) and 4(d) document production. Failure to produce all responsive documents with the HSR filing could result in serious adverse consequences, including: • Incomplete Filing Determination. The FTC Premerger Notification Office may deem the filing substantially incomplete if responsive It

XI. Contact Information and Next Steps The following members of the Calderwood & Harkness team are available to assist you throughout the document collection process: Monica Reyes — Primary contact for substantive questions regarding document responsiveness, Item 4(c)/4(d) scope, and privilege issues. Partner, Calderwood & Harkness LLP Direct: (212) 558-4093 Email: mreyes@calderwoodharkness.com Elliot Nguyen — Contac

XII. Closing Thank you for your prompt attention to this matter. We understand that the timeline is demanding, and we are committed to supporting your team throughout this process to ensure a timely and complete HSR filing. Please do not hesitate to reach out to me or any member of the Calderwood & Harkness team with questions or concerns. We look forward to your confirmation and to working together to meet the Febru