Contract analysis

1. Executive Summary This is the first in a series of bi-weekly status reports that Calderwood & Harkness LLP ("C&H" or the "Firm") will provide to Ardent Capital Management LLC ("Ardent" or the "Client") during the pendency of the HSR review process. This report covers the initial two-week period from the date of the HSR filing, February 16, 2024, through February 29, 2024. Overall assessment: The HSR filing process

2. Transaction Overview (For Reference) For the convenience of the reader, we set forth below a summary of the key transaction parameters. This summary is provided for reference purposes and is drawn from the Equity Purchase Agreement dated January 31, 2024 (the "EPA"), the HSR Notification and Report Forms, and related transaction documentation. Transaction Structure: 100% equity acquisition (stock purchase) of all

3. HSR Filing — Status and Details 3.1 Filing Completion Both the acquiring person's and the acquired person's HSR Notification and Report Forms (the "Forms") were prepared, finalized, and filed simultaneously with the FTC Premerger Notification Office and the DOJ Antitrust Division on February 16, 2024. The filing was completed electronically through the FTC's e-filing system in accordance with the applicable rules

4. Early Termination Request A formal request for early termination of the HSR waiting period was submitted as part of both the acquiring person's and acquired person's HSR Notification and Report Forms filed on February 16, 2024, as indicated in the appropriate section of each Form. In support of the early termination request, C&H prepared and filed a voluntary submission letter (commonly referred to as a "white pap

5. Item 4(c) / 4(d) Document Production Acquiring Person Documents The acquiring person's HSR filing included the production of seven (7) documents responsive to Item 4(c) and Item 4(d) of the HSR Notification and Report Form. Item 4(c) requires the production of documents prepared by or for officers or directors of the filing person that analyze the Transaction with respect to market shares, competition, competitors

1. Three (3) Confidential Information Memoranda / teasers prepared by the sell-side financial advisor in connection with the marketing process for the Transaction;

2. Two (2) internal investment committee memoranda prepared by Ardent Capital's deal team for presentation to Fund III's investment committee;

3. One (1) board presentation prepared for the advisory board of Fund III discussing the investment thesis and competitive positioning of Pinnacle; and

4. One (1) email chain among Ardent Capital deal team members discussing the competitive landscape in certain MSAs in which Pinnacle operates. All seven documents were reviewed by C&H for attorney-client privilege and work product protection prior to production. Appropriate redactions were applied to two documents to protect privileged communications embedded within otherwise responsive materials. The redaction log w

1. Four (4) strategic planning presentations prepared by Pinnacle management for the board of directors;

2. Three (3) sets of board meeting minutes containing discussions of Pinnacle's competitive positioning in certain markets;

3. Two (2) consultant reports (prepared by third-party healthcare industry consultants) analyzing market growth trends in the ambulatory surgical center and physician practice management sectors; and

4. Two (2) internal email chains among Pinnacle senior executives discussing competitor activity in certain MSAs. C&H reviewed the acquired person's Item 4(c)/4(d) document production in coordination with Greenvale Durneval to ensure consistency with the competitive narrative presented in the voluntary submission. No concerns were identified. As of the date of this report, no supplementation of either party's Item 4(

6. FTC Staff Contact and Communications The FTC staff attorney assigned to review the Transaction is Sarah Whitman, Attorney, Bureau of Competition, Mergers IV Division. Ms. Whitman's contact information has been recorded in the matter file and shared with the engagement team. On February 20, 2024, Howard Bellamy sent a courtesy email to Ms. Whitman introducing himself as lead antitrust counsel for the acquiring pers

7. Coordination with Counterparty Counsel C&H continues to maintain regular contact and coordination with Greenvale Durneval LLP, antitrust counsel to Pinnacle, regarding the target's parallel HSR filing and any FTC follow-up. Our primary point of contact at GK is Jonathan Felder, a partner in GK's antitrust practice group who leads the GK team advising Pinnacle on the antitrust aspects of the Transaction. On Februar

8. Coordination with Transaction Counsel C&H has maintained regular communication with transaction counsel for both parties to ensure that all stakeholders are fully informed of the status of the antitrust regulatory workstream and that no issues have arisen that could affect the Transaction timeline or closing conditions. Buyer's Transaction Counsel — Whitfield & Crane LLP: C&H has kept David Ostrander, lead M&A par

9. Substantive Antitrust Work Product Completed During the reporting period and in the period leading up to the HSR filing, C&H prepared the following memoranda, analyses, and work product in support of the antitrust workstream. All of the documents listed below are protected by the attorney-client privilege and/or the work product doctrine and have been maintained in the confidential matter file. The above work prod

10. Key EPA Provisions — Regulatory Workstream Status Set forth below is a summary of the key provisions of the EPA relating to the regulatory workstream, together with the current status of each provision as of the date of this report. We will continue to monitor compliance with these provisions throughout the pendency of the HSR review and will promptly advise the Client if any issues arise.

11. Outlook and Next Steps Based on our assessment of the current status of the HSR review, C&H recommends the following course of action for the next reporting period:

1. Continued Monitoring. C&H will continue to monitor for any communications, inquiries, or requests from FTC staff through the remainder of the 30-day statutory waiting period. We will maintain regular contact with Greenvale Durneval LLP to ensure that any communications received by the target's counsel are promptly shared and addressed.

2. Waiting Period Expiration. The initial 30-day waiting period is scheduled to expire at 11:59 p.m. Eastern Time on March 17, 2024, absent earlier termination by the FTC or the issuance of a Second Request.

3. Early Termination Expectation. Based on (a) the absence of any horizontal overlaps between Ardent Capital and Pinnacle, (b) the strong competitive analysis presented in the voluntary submission, and (c) the absence of any FTC inquiries during the first thirteen days of the waiting period, C&H continues to expect that early termination will be granted prior to the March 17, 2024 expiration date. However, we note th

4. Follow-Up with FTC Staff. If early termination is not granted in the coming days, C&H will promptly advise the Client and assess whether any follow-up communication with FTC staff—such as a telephone call to Ms. Whitman to inquire about the status of the review—is advisable. We would seek the Client's authorization before initiating any such outreach.

5. Notification Upon Clearance. In the event that early termination is granted or the waiting period expires, C&H will immediately: (a) Notify the Client (Julian Desmond and Priya Chandrasekar) by telephone and email; (b) Notify transaction counsel at Whitfield & Crane LLP (David Ostrander); (c) Notify target counsel at Fendowell Thornton LLP (Catherine Yardley) and Greenvale Durneval LLP (Jonathan Felder); and (d) P

6. Next Status Report. The next bi-weekly status report (Bi-Weekly Status Report #2) will be issued on or about March 14, 2024, three days before the scheduled expiration of the initial waiting period. If material developments occur before that date—including, without limitation, the grant of early termination, the receipt of any FTC inquiry, or any other event requiring the Client's attention—C&H will provide an int

12. Engagement Team and Contact Information The following C&H attorneys are assigned to the antitrust workstream for this Transaction. All inquiries should be directed to Howard Bellamy or Monica Reyes. We remain confident that the HSR review process will be resolved favorably and within the expected timeframe. We appreciate the opportunity to represent Ardent Capital in connection with this important transaction and

§5.4(a) — Filing Obligation | Parties to file HSR Forms within 15 business days of EPA execution; Buyer to pay filing fee | Satisfied. Forms filed February 16, 2024; filing fee of $280,000 paid by Buyer on February 16, 2024.

§5.4(b) — Cooperation with Governmental Requests | Parties to cooperate with and respond to governmental requests for information | No requests received to date. Obligation remains in effect.

§5.4(c) — Reasonable Best Efforts | Buyer to use "reasonable best efforts" to obtain HSR clearance; no obligation to accept divestitures, hold-separate orders, or behavioral remedies | No efforts beyond the voluntary submission have been required. Standard monitored.

§6.1(c) — Condition to Closing | Closing conditioned upon expiration or early termination of HSR waiting period | Not yet satisfied. Waiting period remains pending; expected to expire or be terminated prior to March 17, 2024.

§7.1(b)(ii) — Termination Right | Either party may terminate EPA if HSR clearance not obtained by Outside Date (June 30, 2024) | Not triggered. Substantial time remains before the Outside Date.

§7.3(b) — Reverse Termination Fee | Buyer to pay reverse termination fee of $28.56 million ($952M × 3.0%) if Transaction fails due to antitrust regulatory block | Not triggered. No indication that antitrust regulatory block will occur. Name | Role | Address | Telephone | Hourly Rate Howard Bellamy | Responsible Partner | 600 Lexington Avenue, New York, NY 10022 | (212) 558-4112 | $1,650/hr Monica Reyes | Lead Associa