Contract analysis

1. Executive Summary This report is the second in a series of bi-weekly status reports being furnished to Ardent Capital Management LLC ("Ardent") to keep the deal team apprised of all developments in the HSR filing and antitrust workstream. We are pleased to report highly favorable developments since the issuance of our first bi-weekly report dated February 29, 2024. The principal headline of this reporting period i

2. HSR Waiting Period — Status Update As reported in our first bi-weekly status report, the HSR Notification and Report Forms for both the acquiring person (Ardent Capital Partners III LP) and the acquired person (Pinnacle Health Systems, Inc.) were filed simultaneously with the FTC and the Antitrust Division of the United States Department of Justice ("DOJ") on February 16, 2024. The FTC assigned Transaction Number

3. FTC Staff Communications As discussed in our first bi-weekly status report, in conjunction with the filing of the HSR Notification Forms on February 16, 2024, we submitted on a voluntary basis a comprehensive white paper (the "Voluntary Submission") to the FTC Bureau of Competition providing a detailed competitive analysis of the proposed transaction. The Voluntary Submission addressed the relevant product markets

4. Satisfaction of EPA Regulatory Closing Condition

Section 6.1(c) of the EPA provides, in relevant part, that the obligation of each of the Acquirer and the Target to consummate the transactions contemplated by the EPA is subject to the satisfaction (or waiver by mutual written consent) of the following condition: "All waiting periods (and any extensions thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminate

5. Summary of Antitrust Analysis — Key Conclusions Reconfirmed The grant of early termination confirms and validates the key substantive conclusions of our antitrust analysis as set forth in the Voluntary Submission, the preliminary antitrust risk assessment, and our prior reports. For completeness, we briefly restate the principal conclusions below: 5.1 No Horizontal Overlaps. The proposed acquisition does not give

1. Charlotte-Concord-Gastonia, NC-SC MSA

4. Nashville-Davidson-Murfreesboro-Franklin, TN MSA

5. Atlanta-Sandy Springs-Alpharetta, GA MSA

6. Tampa-St. Petersburg-Clearwater, FL MSA

9. Dallas-Fort Worth-Arlington, TX MSA Ardent Capital does not currently own, operate, or hold a controlling interest in any ambulatory surgical center or physician practice management platform in any of the foregoing geographic markets. Accordingly, the transaction is a pure financial acquisition that does not combine competing operations. 5.2 Existing Portfolio Company Analysis. Ardent Capital's existing portfolio

6. Item 4(c)/4(d) Document Production — Status As part of the HSR filing process, both the acquiring person and the acquired person were required to produce, pursuant to 16 C.F.R. § 803.1, all documents falling within the scope of Items 4(c) and 4(d) of the HSR Notification Form. Item 4(c) requires the production of documents prepared by or for officers or directors that analyze the proposed transaction with respect

7. Pending Deliverables and Next Steps Although the antitrust workstream is now substantially complete, a limited number of deliverables and activities remain within the scope of our engagement. These are summarized below. 7.1 HSR Clearance Certificate Calderwood & Harkness will prepare an officer's certificate (the "HSR Clearance Certificate") certifying that the HSR Act waiting period applicable to the transactions

8. Fee and Billing Update As set forth in the engagement letter between Calderwood & Harkness LLP and Ardent Capital Management LLC dated January 29, 2024, the firm's professional services in connection with this matter are billed on an hourly basis at the following standard rates for the professionals assigned to this engagement: We note that activity levels on the antitrust workstream have decreased significantly f