1001-00006 · Ardent Capital Partners · Engagement & Administrative

engagement-letter.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 45th Floor New York, New York 10006 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

January 10, 2024

Engagement No.: 1001-00006 Matter No.: 1001-00006

Marcus Pellegrino Partner, Healthcare Ardent Capital Partners III LP 600 Lexington Avenue, 38th Floor New York, New York 10022

With copies to:

Dominic Ferrera, Co-Founder & Managing Partner Ardent Capital Partners III LP 600 Lexington Avenue, 38th Floor New York, New York 10022

Claire Ashworth, Co-Founder & Managing Partner Ardent Capital Partners III LP 600 Lexington Avenue, 38th Floor New York, New York 10022

Re: Engagement of Calderwood & Harkness LLP — Tax Structuring Services in Connection with the Proposed Acquisition of Pinnacle Health Services Group LLC by Ardent Capital Partners III LP

Dear Mr. Pellegrino:

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Ardent Capital Partners III LP ("Ardent Capital," "Fund III," or the "Client") to provide federal, state, and local tax structuring advisory services in connection with Ardent Capital's proposed acquisition (the "Transaction") of one hundred percent (100%) of the membership interests of Pinnacle Health Services Group LLC ("Pinnacle" or the "Target"), a Delaware limited liability company classified as a partnership for federal income tax purposes, headquartered at 2200 Renaissance Boulevard, Suite 400, King of Prussia, Pennsylvania 19406.

We understand that the Transaction contemplates an anticipated enterprise value of approximately $412 million. By way of background, Pinnacle currently operates thirty-four (34) urgent care clinics and eight (8) ambulatory surgery centers across the states of Pennsylvania, Virginia, Maryland, North Carolina, and Georgia. Pinnacle employs approximately 1,620 employees, including 142 employed physicians. For the fiscal year ended December 31, 2023, Pinnacle reported revenue of approximately $287.4 million and Adjusted EBITDA of approximately $51.8 million. These figures are noted for context and to establish the scope and complexity of the tax structuring analysis that will be required.

This letter (including any enclosures referenced herein) sets forth the terms and conditions of our engagement. We ask that you review this letter carefully and, if the terms are acceptable to Ardent Capital, execute and return a copy to our office at your earliest convenience. This engagement letter shall become effective upon execution by both parties; provided, however, that any services rendered by the Firm prior to execution shall be deemed to have been performed under the terms set forth herein.

Section 1: Identification of Client

The Client for purposes of this engagement is Ardent Capital Partners III LP, a Delaware limited partnership (EIN: 87-3491520), acting through its general partner, Ardent Capital GP III LLC, a Delaware limited liability company. Fund III is a $3.2 billion fund (vintage 2022) with a stated investment focus on healthcare services, healthcare information technology, and life sciences services.

Calderwood & Harkness's engagement is solely with Ardent Capital Partners III LP. The Firm does not represent, and will not represent in connection with this Transaction, any other party, including without limitation: Pinnacle Health Services Group LLC; any founder, officer, director, or member of Pinnacle; any seller or selling equityholder; any lender or financing source; or any other advisor to any party to the Transaction. The Firm's duties of loyalty, confidentiality, and competence run exclusively to Ardent Capital Partners III LP.

The Client has advised us that Harcourt Shaw & DeVries LLP serves as primary M&A counsel to Ardent Capital on this Transaction. The lead attorneys at Harcourt Shaw & DeVries LLP are Thomas Kundra, Partner, Mergers & Acquisitions, and Allison Cho, Associate, Mergers & Acquisitions, located at 51 West 52nd Street, New York, New York 10019. Calderwood & Harkness's scope is limited to tax structuring as described in Section 2 below, and the Firm will coordinate with Harcourt Shaw & DeVries LLP as needed with respect to tax-related provisions of transaction documents and other matters where collaboration is appropriate. Harcourt Shaw & DeVries LLP retains full authority and responsibility for all M&A legal matters, including the negotiation and documentation of the definitive Merger Agreement and all ancillary transaction documents, except as specifically set forth herein.

We also understand that Pinnacle's counsel is Whitford & Gaines LLP, and that the primary contacts at that firm are Patricia Engelman, Partner, Tax, and Kevin Driscoll, Associate, Mergers & Acquisitions/Tax, located at 1735 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103. Calderwood & Harkness does not have and will not establish an attorney-client relationship with Whitford & Gaines LLP or with any party that Whitford & Gaines LLP represents.

Section 2: Scope of Engagement

The scope of Calderwood & Harkness's engagement encompasses the following tax structuring and advisory services in connection with the Transaction. Deliverables under each subsection will be provided in the form of memoranda, schedules, draft documents, and oral advice as appropriate. Each subsection below describes in reasonable detail the categories of work to be performed; the actual work required may be refined as the Transaction progresses and additional facts become known.

2.1 Entity Selection and Acquisition Structure

Calderwood & Harkness will analyze alternative acquisition structures for the Transaction, including the relative merits of acquiring Pinnacle through partnership acquisition vehicles versus corporate acquisition vehicles. This analysis will take into account the composition of Fund III's limited partner base (including the presence of tax-exempt investors, non-U.S. investors, and taxable U.S. investors), the anticipated holding period for the investment, potential exit strategies (including a secondary sale and an initial public offering), and the tax attributes of the Target.

Specifically, the Firm will provide formation and tax classification advice for the proposed acquisition entities, including the following three-tier acquisition structure currently under consideration:

(a) Ardent Healthcare Holdings LLC — a Delaware limited liability company to be classified as a partnership for federal income tax purposes, which will serve as the top-tier holding entity through which Fund III and any rollover equity participants will hold their interests in the acquired business;

(b) Ardent Healthcare Intermediate Inc. — a Delaware C-corporation to be interposed between Holdings LLC and the operating entity, serving as a "Blocker" entity; and

(c) Ardent Healthcare Merger Sub LLC — a Delaware limited liability company to be organized as a wholly-owned subsidiary of Intermediate Inc. (or Holdings LLC, as determined through the structuring analysis), which will serve as the merger subsidiary in the Transaction.

In connection with this analysis, Calderwood & Harkness will evaluate check-the-box election considerations under Treasury Regulations Section 301.7701-3 for the Target, including the timing and consequences of any election to change Pinnacle's classification from a partnership to an entity classified as a corporation (or an entity disregarded as separate from its owner, as applicable) in connection with the Transaction.

The Firm will also prepare a detailed blocker entity analysis addressing: (i) the blocking of unrelated business taxable income ("UBTI") for tax-exempt limited partners of Fund III that are subject to the tax on unrelated business income under Sections 511 through 514 of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) considerations relating to future IPO readiness, including the ability to "drop down" the blocker entity in an Up-C structure and the availability of tax benefits upon a public offering; and (iii) state tax nexus isolation, including the use of the blocker entity to shield non-resident limited partners from direct state income tax filing obligations in Pinnacle's operating jurisdictions.

2.2 Tax Election Analysis

Calderwood & Harkness will conduct a detailed comparative analysis of the following tax election strategies:

(a) Section 338(h)(10) Election Analysis. The Firm will analyze the feasibility and tax consequences of a Section 338(h)(10) election in connection with the Transaction. Because the Target is currently classified as a partnership for federal income tax purposes, this analysis will necessarily include an evaluation of a preliminary check-the-box election to cause Pinnacle to be classified as a corporation, followed by a Section 338(h)(10) election in connection with the acquisition. The Firm will model the deemed asset sale consequences and deemed liquidation consequences that would result from such an approach, including the federal and state income tax cost to the selling members of Pinnacle, and will compare those results to the alternative of a Section 754 election (described below).

(b) Section 754 Election Analysis. As an alternative to a Section 338(h)(10) approach, the Firm will analyze the availability and consequences of a Section 754 election by Pinnacle, resulting in a Section 743(b) basis step-up in Pinnacle's assets with respect to the transferee's interest. This analysis will include a computation of the aggregate Section 743(b) adjustment, allocation of the adjustment among Pinnacle's assets under Section 755, and a comparison of the present-value tax benefit of the resulting depreciation and amortization deductions relative to the tax cost of the alternative approaches.

(c) Election Form Preparation. Calderwood & Harkness will prepare, or review and comment upon, all election forms and related filings necessary to effectuate the elected tax structure, including IRS Form 8832 (Entity Classification Election), IRS Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases), and any Section 754 election statements required to be filed with the partnership's tax return.

2.3 Rollover Equity Tax Treatment

Certain members of Pinnacle's founding management team are expected to contribute a portion of their Transaction proceeds into the post-closing ownership structure in exchange for equity interests in Ardent Healthcare Holdings LLC (or a subsidiary thereof). Calderwood & Harkness will analyze the tax-deferred rollover treatment for contributing Pinnacle members, including the following individuals identified to date:

• Dr. Raymond Carvallo, Co-Founder and Chief Executive Officer of Pinnacle;

• Dr. Nadia Ostrowski, Co-Founder and Chief Medical Officer of Pinnacle; and

• Jonathan Marsh, Chief Financial Officer of Pinnacle.

The Firm's analysis will address the applicability and requirements of Section 721 of the Code (governing tax-free contributions to a partnership) and/or Section 351 of the Code (governing tax-free contributions to a corporation), depending on the entity classification of the receiving entity, and will identify the conditions that must be satisfied to achieve tax-deferred treatment.

Calderwood & Harkness will also analyze the treatment of any profits interests issued to rollover participants or other management team members under Revenue Procedure 93-27 (providing a safe harbor for the receipt of a profits interest in exchange for services) and Revenue Procedure 2001-43 (addressing the treatment of unvested profits interests). This analysis will address vesting schedules, forfeiture conditions, and the interaction of the profits interest safe harbor with Section 409A of the Code.

The Firm will prepare, or assist in the preparation of, Section 83(b) elections for those rollover participants who receive interests subject to a substantial risk of forfeiture and who elect to include the fair market value of the interest in gross income in the year of receipt. Calderwood & Harkness will provide detailed written guidance on the filing requirements, deadlines, and consequences of making (or failing to make) a Section 83(b) election.

In addition, Calderwood & Harkness will review and provide comments on tax-related provisions of the Ardent Healthcare Holdings LLC limited liability company operating agreement (the "Holdings LLC Agreement"), including without limitation:

(i) Section 704(b) capital account maintenance provisions, including the proper establishment of initial capital accounts for rollover participants and Fund III;

(ii) special allocation provisions, including provisions for minimum gain chargeback allocations, qualified income offset provisions, and allocations of nonrecourse deductions, as required by the Treasury Regulations under Section 704(b);

(iii) the selection and application of the remedial allocation method, the traditional method, or the traditional method with curative allocations under Section 704(c) of the Code with respect to contributed property, including contributed Pinnacle interests; and

(iv) distribution waterfall provisions, to the extent they implicate tax allocation matters, including provisions for tax distributions sufficient to cover each member's estimated tax liability.

2.4 Earnout Tax Characterization

The Transaction may include earnout payments contingent upon Pinnacle's achievement of specified financial or operational milestones during a post-closing measurement period. Calderwood & Harkness will analyze the tax characterization of such earnout payments, including the following considerations:

(a) Characterization as Additional Purchase Price vs. Compensation. The Firm will analyze whether earnout payments should be treated as additional purchase price (giving rise to capital gain or ordinary income to the recipient depending on the nature of the underlying assets) or as compensation for services (giving rise to ordinary income and potentially subject to employment tax withholding). This analysis will consider the identity of the earnout recipients, the nature of the conditions to payment, and relevant case law and IRS guidance.

(b) Section 483 Imputed Interest. For deferred earnout payments that extend beyond one year from the closing date, Calderwood & Harkness will analyze the application of Section 483 of the Code (and the related adequate stated interest rules under Section 1274) to determine whether a portion of the earnout payments will be recharacterized as imputed interest.

(c) Open Transaction vs. Closed Transaction / Installment Method. The Firm will analyze whether the earnout should be reported under the open transaction doctrine (deferring gain recognition until the aggregate payments exceed the seller's basis), the closed transaction method (recognizing gain or loss at closing based on the fair market value of the earnout right), or the installment method under Section 453 of the Code. The analysis will address the conditions under which each method is available and the relative tax advantages and risks of each approach.

(d) Merger Agreement Review. Calderwood & Harkness will review the earnout provisions of the Merger Agreement (and any ancillary documents governing earnout mechanics) from a tax perspective, and will provide comments and markup to Harcourt Shaw & DeVries LLP to ensure that the earnout provisions are drafted in a manner consistent with the intended tax characterization.

2.5 Purchase Price Allocation

Calderwood & Harkness will prepare a purchase price allocation schedule for the Transaction, allocating the total consideration (including assumed liabilities and any earnout payments treated as additional purchase price) among Pinnacle's assets in a manner consistent with the residual method prescribed by Section 1060 of the Code and the Treasury Regulations thereunder. Where the Transaction is structured to include a Section 743(b) basis step-up, the allocation will also reflect the methodology prescribed by Section 755 for allocating the basis adjustment among the partnership's assets.

In connection with the purchase price allocation, the Firm will prepare a supporting memorandum setting forth the allocation methodology employed, the factual basis for the allocation, the useful life assignments for depreciable and amortizable assets (including Section 197 intangibles), and the analysis supporting the allocation to goodwill and going concern value. The purchase price allocation schedule will be prepared in a manner suitable for inclusion in the parties' respective tax returns and for reporting on IRS Form 8594 (Asset Acquisition Statement Under Section 1060).

2.6 Tax Receivable Agreement

Calderwood & Harkness will draft a Tax Receivable Agreement ("TRA") between Ardent Healthcare Holdings LLC (or the applicable blocker entity) and the rollover equity participants (and potentially Fund III's limited partners), relating to the Section 743(b) basis step-up tax benefits generated by the Transaction (and any subsequent exchanges of Holdings LLC interests for stock of the blocker entity, if applicable).

The TRA drafting and negotiation will include the following elements:

(a) analysis of TRA economics, including the percentage of tax benefit savings to be shared with TRA beneficiaries (typically 85% of the realized tax savings), the definition of "realized tax savings," and the baseline assumptions for computing hypothetical tax liability in the absence of the covered tax attributes;

(b) payment mechanics, including the timing of TRA payments (which are generally made within a specified period following the filing of the applicable tax return), interest accrual provisions, and true-up mechanisms;

(c) early termination provisions, including the calculation of the early termination payment, the discount rate to be applied, and the conditions under which early termination may be triggered (e.g., change of control, IPO, or material breach); and

(d) dispute resolution mechanisms, including the appointment of an independent accounting firm to resolve disputes regarding TRA computations.

Calderwood & Harkness will coordinate with Harcourt Shaw & DeVries LLP and, to the extent applicable, with Whitford & Gaines LLP in the negotiation of the TRA.

2.7 State and Local Tax Optimization

Calderwood & Harkness will analyze the state and local income tax consequences of the Transaction and the post-closing operating structure. This analysis will encompass the following:

(a) State Income Tax Analysis. The Firm will analyze the state income tax treatment of the Transaction and the ongoing operations of the acquired business in each of Pinnacle's operating states: Pennsylvania, Virginia, Maryland, North Carolina, and Georgia. In addition, Calderwood & Harkness will analyze the New York nexus implications of maintaining the holding company structure (Ardent Healthcare Holdings LLC and Ardent Healthcare Intermediate Inc.) in New York.

(b) Apportionment Methodology Review. The Firm will review the income tax apportionment methodology applicable in each relevant state, including single-sales-factor apportionment (applicable in certain states), three-factor apportionment with double-weighted sales (applicable in others), and any industry-specific apportionment rules applicable to healthcare services companies. Calderwood & Harkness will identify planning opportunities to optimize the apportionment of income among states.

(c) Nonresident Withholding. Calderwood & Harkness will compute, or assist in the computation of, state nonresident withholding obligations arising from the Transaction and the ongoing pass-through of income to nonresident partners of Holdings LLC, and will provide compliance guidance regarding applicable withholding rates, filing deadlines, and forms.

(d) Pass-Through Entity Tax Election. The Firm will analyze the availability and tax benefits of the Maryland pass-through entity ("PTE") tax election, which permits certain pass-through entities to elect to pay state income tax at the entity level (with a corresponding credit to the members), and will advise on whether making such an election would be beneficial for Fund III's limited partners, including consideration of the federal deduction for state and local taxes paid at the entity level.

(e) Philadelphia BIRT Analysis. For Pinnacle's clinics located in the City of Philadelphia, Calderwood & Harkness will analyze the application of the Philadelphia Business Income and Receipts Tax ("BIRT"), including the computation of taxable gross receipts and net income subject to the BIRT, available exclusions and deductions, and the interaction of the BIRT with the Pennsylvania corporate net income tax and the personal income tax.

(f) Nexus Mitigation. The Firm will develop state tax nexus mitigation strategies for Ardent Healthcare Holdings LLC, including analysis of the economic nexus thresholds in each relevant state, the use of intercompany arrangements to limit the flow of income to high-tax jurisdictions, and the structuring of Holdings LLC's activities to minimize direct state income tax filing obligations for Fund III's non-resident limited partners.

2.8 Transaction Document Review (Tax Provisions)

Calderwood & Harkness will review and provide markup of the tax-related provisions in the Merger Agreement and ancillary transaction documents, including without limitation:

(a) tax representations and warranties of the Target and the sellers, including representations regarding the Target's tax classification, filing history, outstanding tax liabilities, tax controversies, and compliance with withholding obligations;

(b) pre-closing and post-closing tax covenants, including covenants relating to the operation of the Target's business in the ordinary course from a tax perspective during the interim period, cooperation on tax matters, and the filing of pre-closing tax returns;

(c) tax indemnification provisions, including the allocation of liability for pre-closing taxes, the survival period for tax representations, the mechanics of tax indemnification claims, and the interaction of tax indemnification with the general indemnification provisions and the representations and warranties insurance policy;

(d) preparation and delivery of a tax opinion letter regarding the tax-deferred treatment of rollover contributions under Section 721 and/or Section 351, addressed to the Client and subject to customary assumptions and qualifications; and

(e) preparation or review of tax closing certificates, including a certificate of non-foreign status for purposes of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") under Section 1445 of the Code, and certificates supporting the Target's tax status and classification as of the closing date.

2.9 Post-Closing Tax Compliance Guidance

Calderwood & Harkness will prepare a post-closing tax integration memorandum providing guidance on the following matters:

(a) administration of the Tax Receivable Agreement, including recommended processes for tracking covered tax attributes, computing annual TRA payments, and maintaining books and records necessary to support TRA calculations;

(b) tax tracking procedures for earnout payments, including recommended methodologies for allocating earnout payments among the purchase price allocation categories and for adjusting the tax basis of acquired assets;

(c) estimated tax payment planning for Ardent Healthcare Holdings LLC and its members, including a schedule of estimated tax payment deadlines and recommended estimated tax payment amounts for the initial post-closing period;

(d) a state tax return filing calendar identifying the filing deadlines, extension procedures, and estimated payment requirements for each state in which Holdings LLC or its subsidiaries will have a filing obligation; and

(e) an IRS reporting obligations checklist covering the following forms and filings:

(i) IRS Form 8308 (Report of a Sale or Exchange of Certain Partnership Interests) — required to be filed by the partnership with respect to the sale or exchange of partnership interests involving unrealized receivables or inventory items;

(ii) IRS Form 8594 (Asset Acquisition Statement Under Section 1060) — analysis of filing requirements and preparation of the form reflecting the agreed purchase price allocation;

(iii) Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) — guidance on proper reporting of items on the initial post-closing K-1s issued by Holdings LLC;

(iv) Section 83(b) election filings — tracking and filing procedures for elections filed by rollover participants;

(v) Section 754 election filing — preparation and filing of the election statement with the partnership's tax return for the taxable year of the Transaction; and

(vi) state withholding filings — identification and preparation of required state nonresident withholding forms and payments.

Section 3: Exclusions from Scope

To avoid any misunderstanding, Calderwood & Harkness is not engaged to provide, and will not provide, the following services in connection with the Transaction, each of which falls outside the scope of this engagement:

(a) General M&A Legal Representation. All M&A legal services, including the negotiation and drafting of the Merger Agreement and ancillary transaction documents (other than tax-related provisions as described in Section 2.8 above), are being handled by Harcourt Shaw & DeVries LLP.

(b) Accounting, Audit, and Financial Due Diligence Services. All accounting, audit, and financial due diligence services are being performed by Caldwell Pratt & Moorehouse LLP on behalf of the Client. The quality of earnings analysis is being prepared by Northmark Advisory Group LLC. Calderwood & Harkness is not responsible for verifying or auditing any financial information provided to it in connection with this engagement.

(c) Employee Benefits / ERISA Tax Advice. Calderwood & Harkness will not provide advice regarding employee benefit plans, ERISA compliance, or related tax matters, except to the extent that such matters are directly related to the profits interest and Section 83(b) election analysis described in Section 2.3 above.

(d) Regulatory and Licensing Matters. Calderwood & Harkness will not advise on healthcare regulatory approvals, licensing requirements, or compliance matters in any jurisdiction, including but not limited to required approvals in Pennsylvania, Virginia, Maryland, North Carolina, and Georgia.

(e) Representations and Warranties Insurance. The procurement and analysis of the representations and warranties insurance policy for the Transaction is being handled by Bellhaven Risk Advisors LLC. Calderwood & Harkness will not advise on the terms, coverage, or exclusions of any insurance policy.

(f) Escrow Agreement Drafting. The escrow agreement for the Transaction is being administered by Ironbridge Trust Company, N.A. as escrow agent, and the drafting and negotiation of the escrow agreement is within the scope of Harcourt Shaw & DeVries LLP's engagement, not Calderwood & Harkness's.

(g) Personal Income Tax Return Preparation. Calderwood & Harkness will not prepare personal federal or state income tax returns for any individual seller, rollover participant, or any other natural person involved in the Transaction, including Dr. Raymond Carvallo, Dr. Nadia Ostrowski, and Jonathan Marsh.

(h) Lender-Side Tax Analysis. Calderwood & Harkness will not provide tax analysis, tax opinions, or tax due diligence reports for or on behalf of Graystone National Bank, N.A., Cascadia Mezzanine Fund IV LP, or any other lender, syndicate member, or financing source involved in the Transaction.

If the Client desires that Calderwood & Harkness provide any of the above services or other services not described in Section 2, the parties will negotiate a separate engagement letter or an amendment to this engagement letter setting forth the scope, staffing, and fee arrangements for such additional services.

Section 4: Responsible Attorneys and Staffing

Calderwood & Harkness has assembled the following team to serve the Client in connection with this engagement:

Leonard Cross will have overall responsibility for the engagement and will serve as the primary point of contact for the Client on all substantive matters. Sylvia Hartwell will oversee billing and financial administration of the engagement, including the preparation and review of monthly invoices. Robert Jansen will serve as the lead associate responsible for day-to-day execution of the engagement, including the preparation of tax memoranda, election forms, and other deliverables. Garrett Simmons will assist Mr. Jansen with research, analysis, and document preparation.

Additional attorneys, tax professionals, or paraprofessionals may be assigned to the engagement as reasonably necessary based on the volume and complexity of the work. The Client will be informed in advance of any material changes to the staffing team, including the addition of any attorney at the partner or senior associate level. Unless otherwise directed by the Client, all communications regarding the engagement should be directed to Leonard Cross (lcross@calderwoodharkness.com; direct dial: (212) 554-7124) and Robert Jansen (rjansen@calderwoodharkness.com; direct dial: (212) 554-7263).

Section 5: Fees and Billing Arrangements

5.1 Hourly Rates

Services under this engagement will be billed on an hourly basis at the following rates:

Rates for any additional timekeepers assigned to the engagement will be at Calderwood & Harkness's standard rates then in effect for attorneys and paraprofessionals of comparable seniority and experience. The Client will be informed of the applicable rate for any such additional timekeeper prior to the commencement of work by that individual.

Calderwood & Harkness's standard rates are subject to annual adjustment, which typically takes effect on or about January 1 of each calendar year. Notwithstanding the foregoing, for purposes of this engagement, no rate increase will be applied to the rates set forth above prior to the earlier of (a) the completion of the engagement or (b) December 31, 2024. In the event the engagement extends beyond December 31, 2024, Calderwood & Harkness will notify the Client of any rate adjustments applicable to timekeeper rates for the subsequent calendar year no later than thirty (30) days prior to the effective date of such adjustments.

5.2 Fee Cap

Total fees and expenses billed under this engagement (exclusive of government filing fees, courier charges, and similar third-party disbursements incurred on behalf of the Client) shall not exceed $2,000,000 (Two Million Dollars) without the prior written consent of the Client. For the avoidance of doubt, the fee cap encompasses all professional fees and internal expenses of Calderwood & Harkness, but does not include third-party costs such as government filing fees, notarization fees, or charges imposed by third-party service providers.

Based on the anticipated scope of the engagement and the expected timeline for the Transaction, Calderwood & Harkness estimates that total fees for the engagement will be approximately $1,850,000. This estimate is provided for budgeting purposes only and is not a guarantee or fixed fee; actual fees may be higher or lower depending on the complexity of the issues encountered, the responsiveness of third parties, and the pace of the Transaction.

If, at any point during the engagement, circumstances arise that could cause fees to approach or exceed the fee cap, Calderwood & Harkness will promptly notify the Client and discuss appropriate scope adjustments, alternative approaches, or, if necessary, a revised fee cap agreed upon in writing by both parties.

5.3 Billing and Payment

Calderwood & Harkness will render invoices on a monthly basis. Invoices will be issued on or about the fifteenth (15th) day of each calendar month for professional services performed and expenses incurred during the preceding calendar month. Each invoice will include a general description of the services performed, the identification of the timekeeper who performed such services, the number of hours worked by each timekeeper, and the applicable hourly rate.

Payment of each invoice is due within thirty (30) days of the date of the invoice. If the Client has a good-faith dispute regarding any portion of an invoice, the Client shall notify Calderwood & Harkness in writing within fifteen (15) days of receipt of the invoice, specifying the nature of the dispute. The undisputed portion of the invoice shall remain due within the standard payment period.

No retainer or advance payment is required in connection with this engagement.

5.4 Expenses. Reasonable out-of-pocket expenses incurred by Calderwood & Harkness in connection with the engagement will be billed to the Client at cost, without markup. Such expenses may include, but are not limited to, travel expenses, document production and reproduction costs, government filing fees, overnight delivery and courier charges, long-distance telephone charges, and charges for computerized legal research and database access (including Westmark Data Systems, Tidewater Technologies, and similar services).

Travel expenses, if any, shall be subject to the Client's travel policy, a copy of which the Client will provide to Calderwood & Harkness upon request. In the absence of a specific Client travel policy, Calderwood & Harkness will exercise reasonable judgment in incurring travel expenses. Air travel will be booked at coach or economy class unless otherwise approved in advance by the Client. Hotel accommodations will be at standard business-class hotels consistent with the destination.

Section 6: Conflicts of Interest

Calderwood & Harkness completed a conflicts check on January 8, 2024, covering all known parties to the Transaction and related persons, including without limitation: Ardent Capital Partners III LP; Ardent Capital GP III LLC; Pinnacle Health Services Group LLC; Dr. Raymond Carvallo; Dr. Nadia Ostrowski; Jonathan Marsh; Whitford & Gaines LLP; Harcourt Shaw & DeVries LLP; Graystone National Bank, N.A.; Cascadia Mezzanine Fund IV LP; Meridian Tuck Partners LLC; Larchmont & Co.; Caldwell Pratt & Moorehouse LLP; Northmark Advisory Group LLC; Bellhaven Risk Advisors LLC; Ironbridge Trust Company, N.A.; and other identified parties and their known affiliates.

Based on the results of that conflicts check, no conflicts have been identified that would preclude this engagement under the applicable Rules of Professional Conduct.

Calderwood & Harkness is a large, multi-practice law firm that represents numerous clients in the private equity, healthcare, financial services, and related industries. The Client acknowledges that Calderwood & Harkness may currently represent, or may in the future undertake the representation of, other clients in matters that are unrelated to this Transaction, including parties that may be adverse to the Client in such unrelated matters. The Client consents to such representations, provided that: (i) there is no direct conflict with this engagement; (ii) such representations do not involve the use or disclosure of confidential information received from the Client in connection with this engagement; and (iii) such representations do not relate to the Transaction or the parties thereto.

If a conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify the Client in writing and will discuss available options, which may include obtaining an informed written waiver of the conflict from the affected parties. If the conflict cannot be waived consistent with the applicable Rules of Professional Conduct, Calderwood & Harkness will withdraw from the affected portion of the representation while continuing to provide services with respect to unaffected matters within the scope of this engagement, to the extent permissible.

Section 7: Confidentiality

Calderwood & Harkness will maintain the confidentiality of all information and materials received from the Client, or from third parties on the Client's behalf, in connection with this engagement. Such information will not be disclosed to any person or entity outside the Firm, subject to the following exceptions:

(a) disclosure required by applicable law, regulation, court order, or subpoena, provided that Calderwood & Harkness will, to the extent permitted, provide the Client with prompt written notice of any such required disclosure and will cooperate with the Client in seeking a protective order or other appropriate relief;

(b) disclosure to Calderwood & Harkness's professional advisors (including outside counsel to the Firm and the Firm's professional liability insurers), to the extent necessary for Calderwood & Harkness to obtain legal or professional advice regarding its own obligations; and

(c) disclosure as reasonably necessary to perform the services contemplated by this engagement letter, including disclosures to co-counsel, government authorities (in connection with required filings), and other persons to whom disclosure is necessary for the completion of the Firm's work.

The attorney-client privilege and the work product doctrine apply to confidential communications and work product generated by Calderwood & Harkness in connection with this engagement. The Client is the holder of the privilege and may waive or assert the privilege in its sole discretion.

The Client agrees not to disclose any Calderwood & Harkness advice, memoranda, opinion letters, draft documents, or other work product to third parties without the Firm's prior written consent, except: (i) as required by applicable law or regulation; (ii) as necessary for the consummation of the Transaction, including disclosure to Harcourt Shaw & DeVries LLP, Caldwell Pratt & Moorehouse LLP, or other Client advisors who have a need to know such information in connection with the Transaction; and (iii) to the Client's auditors, to the extent required for the Client's financial reporting purposes. Any such disclosure shall be made on a confidential basis and, where reasonably practicable, subject to a written confidentiality agreement or the recipient's existing professional obligations of confidentiality.

Section 8: Document Retention

Calderwood & Harkness will retain engagement files (including correspondence, memoranda, work papers, and other materials created or received in connection with this engagement) in accordance with the Firm's document retention policy, which currently requires a minimum retention period of seven (7) years from the date the engagement is formally closed in the Firm's records management system.

Client documents and materials provided to the Firm in connection with the engagement will be returned to the Client or made available for retrieval upon the Client's written request, at any time during or after the engagement. The Firm reserves the right to retain copies of such documents in its files for the purpose of complying with its record-keeping obligations and for the defense of any claims arising from the engagement.

Electronic files will be maintained on Calderwood & Harkness's secure servers, which are subject to the Firm's information security policies and procedures, including encryption, access controls, and regular data backup. Following the expiration of the applicable retention period, Calderwood & Harkness may destroy engagement files (including electronic files) in accordance with its standard procedures, without further notice to the Client. The Client may request, in writing, that the Firm retain files beyond the standard retention period, and the Firm will make reasonable efforts to accommodate such requests.

Section 9: Limitation of Liability

The Client agrees that Calderwood & Harkness's aggregate liability to the Client arising out of or in connection with this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to Calderwood & Harkness under this engagement letter. This limitation of liability applies to all claims arising from or related to the services provided hereunder, including claims for errors, omissions, or alleged malpractice.

In no event shall Calderwood & Harkness be liable for any consequential, incidental, indirect, special, or punitive damages of any kind, including without limitation lost profits, lost business opportunities, diminution in value, or damages resulting from delay, regardless of whether Calderwood & Harkness has been advised of the possibility of such damages.

The Client acknowledges and agrees that all tax advice provided by Calderwood & Harkness in connection with this engagement is based on the provisions of the Code, the Treasury Regulations, and other applicable laws, regulations, and IRS guidance (including revenue rulings, revenue procedures, private letter rulings, and other published and unpublished guidance) as in effect on the date of the applicable deliverable. The Client further acknowledges that changes in applicable law, regulations, or IRS interpretations — whether by legislative action, regulatory amendment, judicial decision, or administrative action — may occur after the date of any deliverable, and that such changes may materially affect the analysis, conclusions, or recommendations set forth therein. Calderwood & Harkness assumes no obligation to update or supplement any advice or deliverable to reflect changes in law or guidance occurring after the date of such advice or deliverable, unless the parties separately agree in writing to an ongoing advisory relationship.

Section 10: Term and Termination

This engagement shall commence on the date of this letter, January 10, 2024, and shall continue until the earliest to occur of the following:

(a) the services described in Section 2 of this engagement letter have been completed, as reasonably determined by Calderwood & Harkness in consultation with the Client;

(b) the Transaction is terminated, abandoned, or otherwise does not proceed, as notified in writing by the Client to Calderwood & Harkness; or

(c) either party terminates this engagement upon not less than thirty (30) days' prior written notice to the other party.

Upon termination of this engagement for any reason, the Client shall promptly pay all fees and expenses incurred by Calderwood & Harkness through the effective date of termination, in accordance with the billing and payment provisions set forth in Section 5. Calderwood & Harkness will, upon the Client's request and subject to applicable ethical obligations (including the Firm's right to retain copies of files as described in Section 8), cooperate in the orderly transition of any pending matters to successor counsel designated by the Client.

The obligations of the parties under Section 7 (Confidentiality) and Section 8 (Document Retention) shall survive the termination or expiration of this engagement.

Section 11: Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the services provided hereunder, including but not limited to disputes regarding fees, scope of services, or allegations of professional negligence or malpractice, shall be resolved by binding arbitration conducted in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a panel of one (1) arbitrator selected in accordance with such rules. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.

Notwithstanding the foregoing, the parties may mutually agree in writing to resolve any dispute in an alternative forum, including mediation or litigation in the courts of the State of New York or the United States District Court for the Southern District of New York.

Section 12: Miscellaneous

Entire Agreement. This engagement letter, together with any enclosures referenced herein, constitutes the entire agreement between Calderwood & Harkness LLP and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof.

Amendment. This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each party.

Notices. All notices, requests, demands, and other communications required or permitted under this engagement letter shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by email (with confirmation of receipt) to the following addresses:

If to Calderwood & Harkness LLP:

Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006

Attention: Leonard Cross, Partner, Tax Department

Email: lcross@calderwoodharkness.com

If to the Client:

Ardent Capital Partners III LP c/o Ardent Capital GP III LLC 600 Lexington Avenue, 38th Floor New York, New York 10022

Attention: Marcus Pellegrino, Partner, Healthcare

Email: mpellegrino@ardentcapital.com

Either party may change its address for notices by providing written notice to the other party in accordance with this Section.

Counterparts. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart.

No Third-Party Beneficiaries. This engagement letter is intended solely for the benefit of Calderwood & Harkness LLP and the Client, and nothing herein shall confer any rights or remedies upon any third party.

We appreciate the opportunity to work with Ardent Capital Partners III LP on this important transaction and look forward to a productive engagement. If you have any questions regarding the terms of this letter, please do not hesitate to contact me directly.

Please indicate your agreement to the terms set forth herein by executing this letter in the space provided below and returning a signed copy to our office.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Leonard Cross

Title: Partner, Tax Department — Responsible Partner

Date: ________

ACKNOWLEDGED AND AGREED:

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital GP III LLC, its General Partner

By: ________

Name: Marcus Pellegrino

Title: Partner, Healthcare (Authorized Signatory)

Date: ________

cc:

Dominic Ferrera, Co-Founder & Managing Partner, Ardent Capital Partners III LP

Claire Ashworth, Co-Founder & Managing Partner, Ardent Capital Partners III LP

Thomas Kundra, Partner, Mergers & Acquisitions, Harcourt Shaw & DeVries LLP (at Client's request)

Encl.: Standard Terms of Engagement of Calderwood & Harkness LLP (Supplementary Firm-Wide Terms, January 2024 Edition)

Role	Attorney	Title
Responsible Partner	Leonard Cross	Partner, Tax Department
Billing Partner	Sylvia Hartwell	Partner, Tax Department
Lead Associate	Robert Jansen	Senior Associate, Tax Department
Working Associate	Garrett Simmons	Associate, Tax Department
Timekeeper	Rate
Leonard Cross (Partner)	$1,450 per hour
Sylvia Hartwell (Partner)	$1,375 per hour
Robert Jansen (Senior Associate)	$1,050 per hour
Garrett Simmons (Associate)	$825 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 45th Floor New York, New York 10006 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
January 10, 2024
Engagement No.: 1001-00006 Matter No.: 1001-00006
Marcus Pellegrino Partner, Healthcare Ardent Capital Partners III LP 600 Lexington Avenue, 38th Floor New York, New York 10022
With copies to:
Dominic Ferrera, Co-Founder & Managing Partner Ardent Capital Partners III LP 600 Lexington Avenue, 38th Floor New York, New York 10022
Claire Ashworth, Co-Founder & Managing Partner Ardent Capital Partners III LP 600 Lexington Avenue, 38th Floor New York, New York 10022
Re: Engagement of Calderwood & Harkness LLP — Tax Structuring Services in Connection with the Proposed Acquisition of Pinnacle Health Services Group LLC by Ardent Capital Partners III LP
Dear Mr. Pellegrino:
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Ardent Capital Partners III LP ("Ardent Capital," "Fund III," or the "Client") to provide federal, state, and local tax structuring advisory services in connection with Ardent Capital's proposed acquisition (the "Transaction") of one hundred percent (100%) of the membership interests of Pinnacle Health Services Group LLC ("Pinnacle" or the "Target"), a Delaware limited liability company classified as a partnership for federal income tax purposes, headquartered at 2200 Renaissance Boulevard, Suite 400, King of Prussia, Pennsylvania 19406.
We understand that the Transaction contemplates an anticipated enterprise value of approximately $412 million. By way of background, Pinnacle currently operates thirty-four (34) urgent care clinics and eight (8) ambulatory surgery centers across the states of Pennsylvania, Virginia, Maryland, North Carolina, and Georgia. Pinnacle employs approximately 1,620 employees, including 142 employed physicians. For the fiscal year ended December 31, 2023, Pinnacle reported revenue of approximately $287.4 million and Adjusted EBITDA of approximately $51.8 million. These figures are noted for context and to establish the scope and complexity of the tax structuring analysis that will be required.
This letter (including any enclosures referenced herein) sets forth the terms and conditions of our engagement. We ask that you review this letter carefully and, if the terms are acceptable to Ardent Capital, execute and return a copy to our office at your earliest convenience. This engagement letter shall become effective upon execution by both parties; provided, however, that any services rendered by the Firm prior to execution shall be deemed to have been performed under the terms set forth herein.
Section 1: Identification of Client
The Client for purposes of this engagement is Ardent Capital Partners III LP, a Delaware limited partnership (EIN: 87-3491520), acting through its general partner, Ardent Capital GP III LLC, a Delaware limited liability company. Fund III is a $3.2 billion fund (vintage 2022) with a stated investment focus on healthcare services, healthcare information technology, and life sciences services.
Calderwood & Harkness's engagement is solely with Ardent Capital Partners III LP. The Firm does not represent, and will not represent in connection with this Transaction, any other party, including without limitation: Pinnacle Health Services Group LLC; any founder, officer, director, or member of Pinnacle; any seller or selling equityholder; any lender or financing source; or any other advisor to any party to the Transaction. The Firm's duties of loyalty, confidentiality, and competence run exclusively to Ardent Capital Partners III LP.
The Client has advised us that Harcourt Shaw & DeVries LLP serves as primary M&A counsel to Ardent Capital on this Transaction. The lead attorneys at Harcourt Shaw & DeVries LLP are Thomas Kundra, Partner, Mergers & Acquisitions, and Allison Cho, Associate, Mergers & Acquisitions, located at 51 West 52nd Street, New York, New York 10019. Calderwood & Harkness's scope is limited to tax structuring as described in Section 2 below, and the Firm will coordinate with Harcourt Shaw & DeVries LLP as needed with respect to tax-related provisions of transaction documents and other matters where collaboration is appropriate. Harcourt Shaw & DeVries LLP retains full authority and responsibility for all M&A legal matters, including the negotiation and documentation of the definitive Merger Agreement and all ancillary transaction documents, except as specifically set forth herein.
We also understand that Pinnacle's counsel is Whitford & Gaines LLP, and that the primary contacts at that firm are Patricia Engelman, Partner, Tax, and Kevin Driscoll, Associate, Mergers & Acquisitions/Tax, located at 1735 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103. Calderwood & Harkness does not have and will not establish an attorney-client relationship with Whitford & Gaines LLP or with any party that Whitford & Gaines LLP represents.
Section 2: Scope of Engagement
The scope of Calderwood & Harkness's engagement encompasses the following tax structuring and advisory services in connection with the Transaction. Deliverables under each subsection will be provided in the form of memoranda, schedules, draft documents, and oral advice as appropriate. Each subsection below describes in reasonable detail the categories of work to be performed; the actual work required may be refined as the Transaction progresses and additional facts become known.
2.1 Entity Selection and Acquisition Structure
Calderwood & Harkness will analyze alternative acquisition structures for the Transaction, including the relative merits of acquiring Pinnacle through partnership acquisition vehicles versus corporate acquisition vehicles. This analysis will take into account the composition of Fund III's limited partner base (including the presence of tax-exempt investors, non-U.S. investors, and taxable U.S. investors), the anticipated holding period for the investment, potential exit strategies (including a secondary sale and an initial public offering), and the tax attributes of the Target.
Specifically, the Firm will provide formation and tax classification advice for the proposed acquisition entities, including the following three-tier acquisition structure currently under consideration:
(a) Ardent Healthcare Holdings LLC — a Delaware limited liability company to be classified as a partnership for federal income tax purposes, which will serve as the top-tier holding entity through which Fund III and any rollover equity participants will hold their interests in the acquired business;
(b) Ardent Healthcare Intermediate Inc. — a Delaware C-corporation to be interposed between Holdings LLC and the operating entity, serving as a "Blocker" entity; and
(c) Ardent Healthcare Merger Sub LLC — a Delaware limited liability company to be organized as a wholly-owned subsidiary of Intermediate Inc. (or Holdings LLC, as determined through the structuring analysis), which will serve as the merger subsidiary in the Transaction.
In connection with this analysis, Calderwood & Harkness will evaluate check-the-box election considerations under Treasury Regulations Section 301.7701-3 for the Target, including the timing and consequences of any election to change Pinnacle's classification from a partnership to an entity classified as a corporation (or an entity disregarded as separate from its owner, as applicable) in connection with the Transaction.
The Firm will also prepare a detailed blocker entity analysis addressing: (i) the blocking of unrelated business taxable income ("UBTI") for tax-exempt limited partners of Fund III that are subject to the tax on unrelated business income under Sections 511 through 514 of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) considerations relating to future IPO readiness, including the ability to "drop down" the blocker entity in an Up-C structure and the availability of tax benefits upon a public offering; and (iii) state tax nexus isolation, including the use of the blocker entity to shield non-resident limited partners from direct state income tax filing obligations in Pinnacle's operating jurisdictions.
2.2 Tax Election Analysis
Calderwood & Harkness will conduct a detailed comparative analysis of the following tax election strategies:
(a) Section 338(h)(10) Election Analysis. The Firm will analyze the feasibility and tax consequences of a Section 338(h)(10) election in connection with the Transaction. Because the Target is currently classified as a partnership for federal income tax purposes, this analysis will necessarily include an evaluation of a preliminary check-the-box election to cause Pinnacle to be classified as a corporation, followed by a Section 338(h)(10) election in connection with the acquisition. The Firm will model the deemed asset sale consequences and deemed liquidation consequences that would result from such an approach, including the federal and state income tax cost to the selling members of Pinnacle, and will compare those results to the alternative of a Section 754 election (described below).
(b) Section 754 Election Analysis. As an alternative to a Section 338(h)(10) approach, the Firm will analyze the availability and consequences of a Section 754 election by Pinnacle, resulting in a Section 743(b) basis step-up in Pinnacle's assets with respect to the transferee's interest. This analysis will include a computation of the aggregate Section 743(b) adjustment, allocation of the adjustment among Pinnacle's assets under Section 755, and a comparison of the present-value tax benefit of the resulting depreciation and amortization deductions relative to the tax cost of the alternative approaches.
(c) Election Form Preparation. Calderwood & Harkness will prepare, or review and comment upon, all election forms and related filings necessary to effectuate the elected tax structure, including IRS Form 8832 (Entity Classification Election), IRS Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases), and any Section 754 election statements required to be filed with the partnership's tax return.
2.3 Rollover Equity Tax Treatment
Certain members of Pinnacle's founding management team are expected to contribute a portion of their Transaction proceeds into the post-closing ownership structure in exchange for equity interests in Ardent Healthcare Holdings LLC (or a subsidiary thereof). Calderwood & Harkness will analyze the tax-deferred rollover treatment for contributing Pinnacle members, including the following individuals identified to date:
•  Dr. Raymond Carvallo, Co-Founder and Chief Executive Officer of Pinnacle;
•  Dr. Nadia Ostrowski, Co-Founder and Chief Medical Officer of Pinnacle; and
•  Jonathan Marsh, Chief Financial Officer of Pinnacle.
The Firm's analysis will address the applicability and requirements of Section 721 of the Code (governing tax-free contributions to a partnership) and/or Section 351 of the Code (governing tax-free contributions to a corporation), depending on the entity classification of the receiving entity, and will identify the conditions that must be satisfied to achieve tax-deferred treatment.
Calderwood & Harkness will also analyze the treatment of any profits interests issued to rollover participants or other management team members under Revenue Procedure 93-27 (providing a safe harbor for the receipt of a profits interest in exchange for services) and Revenue Procedure 2001-43 (addressing the treatment of unvested profits interests). This analysis will address vesting schedules, forfeiture conditions, and the interaction of the profits interest safe harbor with Section 409A of the Code.
The Firm will prepare, or assist in the preparation of, Section 83(b) elections for those rollover participants who receive interests subject to a substantial risk of forfeiture and who elect to include the fair market value of the interest in gross income in the year of receipt. Calderwood & Harkness will provide detailed written guidance on the filing requirements, deadlines, and consequences of making (or failing to make) a Section 83(b) election.
In addition, Calderwood & Harkness will review and provide comments on tax-related provisions of the Ardent Healthcare Holdings LLC limited liability company operating agreement (the "Holdings LLC Agreement"), including without limitation:
(i) Section 704(b) capital account maintenance provisions, including the proper establishment of initial capital accounts for rollover participants and Fund III;
(ii) special allocation provisions, including provisions for minimum gain chargeback allocations, qualified income offset provisions, and allocations of nonrecourse deductions, as required by the Treasury Regulations under Section 704(b);
(iii) the selection and application of the remedial allocation method, the traditional method, or the traditional method with curative allocations under Section 704(c) of the Code with respect to contributed property, including contributed Pinnacle interests; and
(iv) distribution waterfall provisions, to the extent they implicate tax allocation matters, including provisions for tax distributions sufficient to cover each member's estimated tax liability.
2.4 Earnout Tax Characterization
The Transaction may include earnout payments contingent upon Pinnacle's achievement of specified financial or operational milestones during a post-closing measurement period. Calderwood & Harkness will analyze the tax characterization of such earnout payments, including the following considerations:
(a) Characterization as Additional Purchase Price vs. Compensation. The Firm will analyze whether earnout payments should be treated as additional purchase price (giving rise to capital gain or ordinary income to the recipient depending on the nature of the underlying assets) or as compensation for services (giving rise to ordinary income and potentially subject to employment tax withholding). This analysis will consider the identity of the earnout recipients, the nature of the conditions to payment, and relevant case law and IRS guidance.
(b) Section 483 Imputed Interest. For deferred earnout payments that extend beyond one year from the closing date, Calderwood & Harkness will analyze the application of Section 483 of the Code (and the related adequate stated interest rules under Section 1274) to determine whether a portion of the earnout payments will be recharacterized as imputed interest.
(c) Open Transaction vs. Closed Transaction / Installment Method. The Firm will analyze whether the earnout should be reported under the open transaction doctrine (deferring gain recognition until the aggregate payments exceed the seller's basis), the closed transaction method (recognizing gain or loss at closing based on the fair market value of the earnout right), or the installment method under Section 453 of the Code. The analysis will address the conditions under which each method is available and the relative tax advantages and risks of each approach.
(d) Merger Agreement Review. Calderwood & Harkness will review the earnout provisions of the Merger Agreement (and any ancillary documents governing earnout mechanics) from a tax perspective, and will provide comments and markup to Harcourt Shaw & DeVries LLP to ensure that the earnout provisions are drafted in a manner consistent with the intended tax characterization.
2.5 Purchase Price Allocation
Calderwood & Harkness will prepare a purchase price allocation schedule for the Transaction, allocating the total consideration (including assumed liabilities and any earnout payments treated as additional purchase price) among Pinnacle's assets in a manner consistent with the residual method prescribed by Section 1060 of the Code and the Treasury Regulations thereunder. Where the Transaction is structured to include a Section 743(b) basis step-up, the allocation will also reflect the methodology prescribed by Section 755 for allocating the basis adjustment among the partnership's assets.
In connection with the purchase price allocation, the Firm will prepare a supporting memorandum setting forth the allocation methodology employed, the factual basis for the allocation, the useful life assignments for depreciable and amortizable assets (including Section 197 intangibles), and the analysis supporting the allocation to goodwill and going concern value. The purchase price allocation schedule will be prepared in a manner suitable for inclusion in the parties' respective tax returns and for reporting on IRS Form 8594 (Asset Acquisition Statement Under Section 1060).
2.6 Tax Receivable Agreement
Calderwood & Harkness will draft a Tax Receivable Agreement ("TRA") between Ardent Healthcare Holdings LLC (or the applicable blocker entity) and the rollover equity participants (and potentially Fund III's limited partners), relating to the Section 743(b) basis step-up tax benefits generated by the Transaction (and any subsequent exchanges of Holdings LLC interests for stock of the blocker entity, if applicable).
The TRA drafting and negotiation will include the following elements:
(a) analysis of TRA economics, including the percentage of tax benefit savings to be shared with TRA beneficiaries (typically 85% of the realized tax savings), the definition of "realized tax savings," and the baseline assumptions for computing hypothetical tax liability in the absence of the covered tax attributes;
(b) payment mechanics, including the timing of TRA payments (which are generally made within a specified period following the filing of the applicable tax return), interest accrual provisions, and true-up mechanisms;
(c) early termination provisions, including the calculation of the early termination payment, the discount rate to be applied, and the conditions under which early termination may be triggered (e.g., change of control, IPO, or material breach); and
(d) dispute resolution mechanisms, including the appointment of an independent accounting firm to resolve disputes regarding TRA computations.
Calderwood & Harkness will coordinate with Harcourt Shaw & DeVries LLP and, to the extent applicable, with Whitford & Gaines LLP in the negotiation of the TRA.
2.7 State and Local Tax Optimization
Calderwood & Harkness will analyze the state and local income tax consequences of the Transaction and the post-closing operating structure. This analysis will encompass the following:
(a) State Income Tax Analysis. The Firm will analyze the state income tax treatment of the Transaction and the ongoing operations of the acquired business in each of Pinnacle's operating states: Pennsylvania, Virginia, Maryland, North Carolina, and Georgia. In addition, Calderwood & Harkness will analyze the New York nexus implications of maintaining the holding company structure (Ardent Healthcare Holdings LLC and Ardent Healthcare Intermediate Inc.) in New York.
(b) Apportionment Methodology Review. The Firm will review the income tax apportionment methodology applicable in each relevant state, including single-sales-factor apportionment (applicable in certain states), three-factor apportionment with double-weighted sales (applicable in others), and any industry-specific apportionment rules applicable to healthcare services companies. Calderwood & Harkness will identify planning opportunities to optimize the apportionment of income among states.
(c) Nonresident Withholding. Calderwood & Harkness will compute, or assist in the computation of, state nonresident withholding obligations arising from the Transaction and the ongoing pass-through of income to nonresident partners of Holdings LLC, and will provide compliance guidance regarding applicable withholding rates, filing deadlines, and forms.
(d) Pass-Through Entity Tax Election. The Firm will analyze the availability and tax benefits of the Maryland pass-through entity ("PTE") tax election, which permits certain pass-through entities to elect to pay state income tax at the entity level (with a corresponding credit to the members), and will advise on whether making such an election would be beneficial for Fund III's limited partners, including consideration of the federal deduction for state and local taxes paid at the entity level.
(e) Philadelphia BIRT Analysis. For Pinnacle's clinics located in the City of Philadelphia, Calderwood & Harkness will analyze the application of the Philadelphia Business Income and Receipts Tax ("BIRT"), including the computation of taxable gross receipts and net income subject to the BIRT, available exclusions and deductions, and the interaction of the BIRT with the Pennsylvania corporate net income tax and the personal income tax.
(f) Nexus Mitigation. The Firm will develop state tax nexus mitigation strategies for Ardent Healthcare Holdings LLC, including analysis of the economic nexus thresholds in each relevant state, the use of intercompany arrangements to limit the flow of income to high-tax jurisdictions, and the structuring of Holdings LLC's activities to minimize direct state income tax filing obligations for Fund III's non-resident limited partners.
2.8 Transaction Document Review (Tax Provisions)
Calderwood & Harkness will review and provide markup of the tax-related provisions in the Merger Agreement and ancillary transaction documents, including without limitation:
(a) tax representations and warranties of the Target and the sellers, including representations regarding the Target's tax classification, filing history, outstanding tax liabilities, tax controversies, and compliance with withholding obligations;
(b) pre-closing and post-closing tax covenants, including covenants relating to the operation of the Target's business in the ordinary course from a tax perspective during the interim period, cooperation on tax matters, and the filing of pre-closing tax returns;
(c) tax indemnification provisions, including the allocation of liability for pre-closing taxes, the survival period for tax representations, the mechanics of tax indemnification claims, and the interaction of tax indemnification with the general indemnification provisions and the representations and warranties insurance policy;
(d) preparation and delivery of a tax opinion letter regarding the tax-deferred treatment of rollover contributions under Section 721 and/or Section 351, addressed to the Client and subject to customary assumptions and qualifications; and
(e) preparation or review of tax closing certificates, including a certificate of non-foreign status for purposes of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") under Section 1445 of the Code, and certificates supporting the Target's tax status and classification as of the closing date.
2.9 Post-Closing Tax Compliance Guidance
Calderwood & Harkness will prepare a post-closing tax integration memorandum providing guidance on the following matters:
(a) administration of the Tax Receivable Agreement, including recommended processes for tracking covered tax attributes, computing annual TRA payments, and maintaining books and records necessary to support TRA calculations;
(b) tax tracking procedures for earnout payments, including recommended methodologies for allocating earnout payments among the purchase price allocation categories and for adjusting the tax basis of acquired assets;
(c) estimated tax payment planning for Ardent Healthcare Holdings LLC and its members, including a schedule of estimated tax payment deadlines and recommended estimated tax payment amounts for the initial post-closing period;
(d) a state tax return filing calendar identifying the filing deadlines, extension procedures, and estimated payment requirements for each state in which Holdings LLC or its subsidiaries will have a filing obligation; and
(e) an IRS reporting obligations checklist covering the following forms and filings:
(i) IRS Form 8308 (Report of a Sale or Exchange of Certain Partnership Interests) — required to be filed by the partnership with respect to the sale or exchange of partnership interests involving unrealized receivables or inventory items;
(ii) IRS Form 8594 (Asset Acquisition Statement Under Section 1060) — analysis of filing requirements and preparation of the form reflecting the agreed purchase price allocation;
(iii) Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) — guidance on proper reporting of items on the initial post-closing K-1s issued by Holdings LLC;
(iv) Section 83(b) election filings — tracking and filing procedures for elections filed by rollover participants;
(v) Section 754 election filing — preparation and filing of the election statement with the partnership's tax return for the taxable year of the Transaction; and
(vi) state withholding filings — identification and preparation of required state nonresident withholding forms and payments.
Section 3: Exclusions from Scope
To avoid any misunderstanding, Calderwood & Harkness is not engaged to provide, and will not provide, the following services in connection with the Transaction, each of which falls outside the scope of this engagement:
(a) General M&A Legal Representation. All M&A legal services, including the negotiation and drafting of the Merger Agreement and ancillary transaction documents (other than tax-related provisions as described in Section 2.8 above), are being handled by Harcourt Shaw & DeVries LLP.
(b) Accounting, Audit, and Financial Due Diligence Services. All accounting, audit, and financial due diligence services are being performed by Caldwell Pratt & Moorehouse LLP on behalf of the Client. The quality of earnings analysis is being prepared by Northmark Advisory Group LLC. Calderwood & Harkness is not responsible for verifying or auditing any financial information provided to it in connection with this engagement.
(c) Employee Benefits / ERISA Tax Advice. Calderwood & Harkness will not provide advice regarding employee benefit plans, ERISA compliance, or related tax matters, except to the extent that such matters are directly related to the profits interest and Section 83(b) election analysis described in Section 2.3 above.
(d) Regulatory and Licensing Matters. Calderwood & Harkness will not advise on healthcare regulatory approvals, licensing requirements, or compliance matters in any jurisdiction, including but not limited to required approvals in Pennsylvania, Virginia, Maryland, North Carolina, and Georgia.
(e) Representations and Warranties Insurance. The procurement and analysis of the representations and warranties insurance policy for the Transaction is being handled by Bellhaven Risk Advisors LLC. Calderwood & Harkness will not advise on the terms, coverage, or exclusions of any insurance policy.
(f) Escrow Agreement Drafting. The escrow agreement for the Transaction is being administered by Ironbridge Trust Company, N.A. as escrow agent, and the drafting and negotiation of the escrow agreement is within the scope of Harcourt Shaw & DeVries LLP's engagement, not Calderwood & Harkness's.
(g) Personal Income Tax Return Preparation. Calderwood & Harkness will not prepare personal federal or state income tax returns for any individual seller, rollover participant, or any other natural person involved in the Transaction, including Dr. Raymond Carvallo, Dr. Nadia Ostrowski, and Jonathan Marsh.
(h) Lender-Side Tax Analysis. Calderwood & Harkness will not provide tax analysis, tax opinions, or tax due diligence reports for or on behalf of Graystone National Bank, N.A., Cascadia Mezzanine Fund IV LP, or any other lender, syndicate member, or financing source involved in the Transaction.
If the Client desires that Calderwood & Harkness provide any of the above services or other services not described in Section 2, the parties will negotiate a separate engagement letter or an amendment to this engagement letter setting forth the scope, staffing, and fee arrangements for such additional services.
Section 4: Responsible Attorneys and Staffing
Calderwood & Harkness has assembled the following team to serve the Client in connection with this engagement:
Leonard Cross will have overall responsibility for the engagement and will serve as the primary point of contact for the Client on all substantive matters. Sylvia Hartwell will oversee billing and financial administration of the engagement, including the preparation and review of monthly invoices. Robert Jansen will serve as the lead associate responsible for day-to-day execution of the engagement, including the preparation of tax memoranda, election forms, and other deliverables. Garrett Simmons will assist Mr. Jansen with research, analysis, and document preparation.
Additional attorneys, tax professionals, or paraprofessionals may be assigned to the engagement as reasonably necessary based on the volume and complexity of the work. The Client will be informed in advance of any material changes to the staffing team, including the addition of any attorney at the partner or senior associate level. Unless otherwise directed by the Client, all communications regarding the engagement should be directed to Leonard Cross (lcross@calderwoodharkness.com; direct dial: (212) 554-7124) and Robert Jansen (rjansen@calderwoodharkness.com; direct dial: (212) 554-7263).
Section 5: Fees and Billing Arrangements
5.1 Hourly Rates
Services under this engagement will be billed on an hourly basis at the following rates:
Rates for any additional timekeepers assigned to the engagement will be at Calderwood & Harkness's standard rates then in effect for attorneys and paraprofessionals of comparable seniority and experience. The Client will be informed of the applicable rate for any such additional timekeeper prior to the commencement of work by that individual.
Calderwood & Harkness's standard rates are subject to annual adjustment, which typically takes effect on or about January 1 of each calendar year. Notwithstanding the foregoing, for purposes of this engagement, no rate increase will be applied to the rates set forth above prior to the earlier of (a) the completion of the engagement or (b) December 31, 2024. In the event the engagement extends beyond December 31, 2024, Calderwood & Harkness will notify the Client of any rate adjustments applicable to timekeeper rates for the subsequent calendar year no later than thirty (30) days prior to the effective date of such adjustments.
5.2 Fee Cap
Total fees and expenses billed under this engagement (exclusive of government filing fees, courier charges, and similar third-party disbursements incurred on behalf of the Client) shall not exceed $2,000,000 (Two Million Dollars) without the prior written consent of the Client. For the avoidance of doubt, the fee cap encompasses all professional fees and internal expenses of Calderwood & Harkness, but does not include third-party costs such as government filing fees, notarization fees, or charges imposed by third-party service providers.
Based on the anticipated scope of the engagement and the expected timeline for the Transaction, Calderwood & Harkness estimates that total fees for the engagement will be approximately $1,850,000. This estimate is provided for budgeting purposes only and is not a guarantee or fixed fee; actual fees may be higher or lower depending on the complexity of the issues encountered, the responsiveness of third parties, and the pace of the Transaction.
If, at any point during the engagement, circumstances arise that could cause fees to approach or exceed the fee cap, Calderwood & Harkness will promptly notify the Client and discuss appropriate scope adjustments, alternative approaches, or, if necessary, a revised fee cap agreed upon in writing by both parties.
5.3 Billing and Payment
Calderwood & Harkness will render invoices on a monthly basis. Invoices will be issued on or about the fifteenth (15th) day of each calendar month for professional services performed and expenses incurred during the preceding calendar month. Each invoice will include a general description of the services performed, the identification of the timekeeper who performed such services, the number of hours worked by each timekeeper, and the applicable hourly rate.
Payment of each invoice is due within thirty (30) days of the date of the invoice. If the Client has a good-faith dispute regarding any portion of an invoice, the Client shall notify Calderwood & Harkness in writing within fifteen (15) days of receipt of the invoice, specifying the nature of the dispute. The undisputed portion of the invoice shall remain due within the standard payment period.
No retainer or advance payment is required in connection with this engagement.
5.4 Expenses.  Reasonable out-of-pocket expenses incurred by Calderwood & Harkness in connection with the engagement will be billed to the Client at cost, without markup. Such expenses may include, but are not limited to, travel expenses, document production and reproduction costs, government filing fees, overnight delivery and courier charges, long-distance telephone charges, and charges for computerized legal research and database access (including Westmark Data Systems, Tidewater Technologies, and similar services).
Travel expenses, if any, shall be subject to the Client's travel policy, a copy of which the Client will provide to Calderwood & Harkness upon request. In the absence of a specific Client travel policy, Calderwood & Harkness will exercise reasonable judgment in incurring travel expenses. Air travel will be booked at coach or economy class unless otherwise approved in advance by the Client. Hotel accommodations will be at standard business-class hotels consistent with the destination.
Section 6: Conflicts of Interest
Calderwood & Harkness completed a conflicts check on January 8, 2024, covering all known parties to the Transaction and related persons, including without limitation: Ardent Capital Partners III LP; Ardent Capital GP III LLC; Pinnacle Health Services Group LLC; Dr. Raymond Carvallo; Dr. Nadia Ostrowski; Jonathan Marsh; Whitford & Gaines LLP; Harcourt Shaw & DeVries LLP; Graystone National Bank, N.A.; Cascadia Mezzanine Fund IV LP; Meridian Tuck Partners LLC; Larchmont & Co.; Caldwell Pratt & Moorehouse LLP; Northmark Advisory Group LLC; Bellhaven Risk Advisors LLC; Ironbridge Trust Company, N.A.; and other identified parties and their known affiliates.
Based on the results of that conflicts check, no conflicts have been identified that would preclude this engagement under the applicable Rules of Professional Conduct.
Calderwood & Harkness is a large, multi-practice law firm that represents numerous clients in the private equity, healthcare, financial services, and related industries. The Client acknowledges that Calderwood & Harkness may currently represent, or may in the future undertake the representation of, other clients in matters that are unrelated to this Transaction, including parties that may be adverse to the Client in such unrelated matters. The Client consents to such representations, provided that: (i) there is no direct conflict with this engagement; (ii) such representations do not involve the use or disclosure of confidential information received from the Client in connection with this engagement; and (iii) such representations do not relate to the Transaction or the parties thereto.
If a conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify the Client in writing and will discuss available options, which may include obtaining an informed written waiver of the conflict from the affected parties. If the conflict cannot be waived consistent with the applicable Rules of Professional Conduct, Calderwood & Harkness will withdraw from the affected portion of the representation while continuing to provide services with respect to unaffected matters within the scope of this engagement, to the extent permissible.
Section 7: Confidentiality
Calderwood & Harkness will maintain the confidentiality of all information and materials received from the Client, or from third parties on the Client's behalf, in connection with this engagement. Such information will not be disclosed to any person or entity outside the Firm, subject to the following exceptions:
(a) disclosure required by applicable law, regulation, court order, or subpoena, provided that Calderwood & Harkness will, to the extent permitted, provide the Client with prompt written notice of any such required disclosure and will cooperate with the Client in seeking a protective order or other appropriate relief;
(b) disclosure to Calderwood & Harkness's professional advisors (including outside counsel to the Firm and the Firm's professional liability insurers), to the extent necessary for Calderwood & Harkness to obtain legal or professional advice regarding its own obligations; and
(c) disclosure as reasonably necessary to perform the services contemplated by this engagement letter, including disclosures to co-counsel, government authorities (in connection with required filings), and other persons to whom disclosure is necessary for the completion of the Firm's work.
The attorney-client privilege and the work product doctrine apply to confidential communications and work product generated by Calderwood & Harkness in connection with this engagement. The Client is the holder of the privilege and may waive or assert the privilege in its sole discretion.
The Client agrees not to disclose any Calderwood & Harkness advice, memoranda, opinion letters, draft documents, or other work product to third parties without the Firm's prior written consent, except: (i) as required by applicable law or regulation; (ii) as necessary for the consummation of the Transaction, including disclosure to Harcourt Shaw & DeVries LLP, Caldwell Pratt & Moorehouse LLP, or other Client advisors who have a need to know such information in connection with the Transaction; and (iii) to the Client's auditors, to the extent required for the Client's financial reporting purposes. Any such disclosure shall be made on a confidential basis and, where reasonably practicable, subject to a written confidentiality agreement or the recipient's existing professional obligations of confidentiality.
Section 8: Document Retention
Calderwood & Harkness will retain engagement files (including correspondence, memoranda, work papers, and other materials created or received in connection with this engagement) in accordance with the Firm's document retention policy, which currently requires a minimum retention period of seven (7) years from the date the engagement is formally closed in the Firm's records management system.
Client documents and materials provided to the Firm in connection with the engagement will be returned to the Client or made available for retrieval upon the Client's written request, at any time during or after the engagement. The Firm reserves the right to retain copies of such documents in its files for the purpose of complying with its record-keeping obligations and for the defense of any claims arising from the engagement.
Electronic files will be maintained on Calderwood & Harkness's secure servers, which are subject to the Firm's information security policies and procedures, including encryption, access controls, and regular data backup. Following the expiration of the applicable retention period, Calderwood & Harkness may destroy engagement files (including electronic files) in accordance with its standard procedures, without further notice to the Client. The Client may request, in writing, that the Firm retain files beyond the standard retention period, and the Firm will make reasonable efforts to accommodate such requests.
Section 9: Limitation of Liability
The Client agrees that Calderwood & Harkness's aggregate liability to the Client arising out of or in connection with this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to Calderwood & Harkness under this engagement letter. This limitation of liability applies to all claims arising from or related to the services provided hereunder, including claims for errors, omissions, or alleged malpractice.
In no event shall Calderwood & Harkness be liable for any consequential, incidental, indirect, special, or punitive damages of any kind, including without limitation lost profits, lost business opportunities, diminution in value, or damages resulting from delay, regardless of whether Calderwood & Harkness has been advised of the possibility of such damages.
The Client acknowledges and agrees that all tax advice provided by Calderwood & Harkness in connection with this engagement is based on the provisions of the Code, the Treasury Regulations, and other applicable laws, regulations, and IRS guidance (including revenue rulings, revenue procedures, private letter rulings, and other published and unpublished guidance) as in effect on the date of the applicable deliverable. The Client further acknowledges that changes in applicable law, regulations, or IRS interpretations — whether by legislative action, regulatory amendment, judicial decision, or administrative action — may occur after the date of any deliverable, and that such changes may materially affect the analysis, conclusions, or recommendations set forth therein. Calderwood & Harkness assumes no obligation to update or supplement any advice or deliverable to reflect changes in law or guidance occurring after the date of such advice or deliverable, unless the parties separately agree in writing to an ongoing advisory relationship.
Section 10: Term and Termination
This engagement shall commence on the date of this letter, January 10, 2024, and shall continue until the earliest to occur of the following:
(a) the services described in Section 2 of this engagement letter have been completed, as reasonably determined by Calderwood & Harkness in consultation with the Client;
(b) the Transaction is terminated, abandoned, or otherwise does not proceed, as notified in writing by the Client to Calderwood & Harkness; or
(c) either party terminates this engagement upon not less than thirty (30) days' prior written notice to the other party.
Upon termination of this engagement for any reason, the Client shall promptly pay all fees and expenses incurred by Calderwood & Harkness through the effective date of termination, in accordance with the billing and payment provisions set forth in Section 5. Calderwood & Harkness will, upon the Client's request and subject to applicable ethical obligations (including the Firm's right to retain copies of files as described in Section 8), cooperate in the orderly transition of any pending matters to successor counsel designated by the Client.
The obligations of the parties under Section 7 (Confidentiality) and Section 8 (Document Retention) shall survive the termination or expiration of this engagement.
Section 11: Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the services provided hereunder, including but not limited to disputes regarding fees, scope of services, or allegations of professional negligence or malpractice, shall be resolved by binding arbitration conducted in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a panel of one (1) arbitrator selected in accordance with such rules. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.
Notwithstanding the foregoing, the parties may mutually agree in writing to resolve any dispute in an alternative forum, including mediation or litigation in the courts of the State of New York or the United States District Court for the Southern District of New York.
Section 12: Miscellaneous
Entire Agreement. This engagement letter, together with any enclosures referenced herein, constitutes the entire agreement between Calderwood & Harkness LLP and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof.
Amendment. This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each party.
Notices. All notices, requests, demands, and other communications required or permitted under this engagement letter shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by email (with confirmation of receipt) to the following addresses:
If to Calderwood & Harkness LLP:
Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006
Attention: Leonard Cross, Partner, Tax Department
Email: lcross@calderwoodharkness.com
If to the Client:
Ardent Capital Partners III LP c/o Ardent Capital GP III LLC 600 Lexington Avenue, 38th Floor New York, New York 10022
Attention: Marcus Pellegrino, Partner, Healthcare
Email: mpellegrino@ardentcapital.com
Either party may change its address for notices by providing written notice to the other party in accordance with this Section.
Counterparts. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart.
No Third-Party Beneficiaries. This engagement letter is intended solely for the benefit of Calderwood & Harkness LLP and the Client, and nothing herein shall confer any rights or remedies upon any third party.
We appreciate the opportunity to work with Ardent Capital Partners III LP on this important transaction and look forward to a productive engagement. If you have any questions regarding the terms of this letter, please do not hesitate to contact me directly.
Please indicate your agreement to the terms set forth herein by executing this letter in the space provided below and returning a signed copy to our office.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Partner, Tax Department — Responsible Partner
Date: ________
ACKNOWLEDGED AND AGREED:
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital GP III LLC, its General Partner
By: ________
Name: Marcus Pellegrino
Title: Partner, Healthcare (Authorized Signatory)
Date: ________
cc:
Dominic Ferrera, Co-Founder & Managing Partner, Ardent Capital Partners III LP
Claire Ashworth, Co-Founder & Managing Partner, Ardent Capital Partners III LP
Thomas Kundra, Partner, Mergers & Acquisitions, Harcourt Shaw & DeVries LLP (at Client's request)
Encl.: Standard Terms of Engagement of Calderwood & Harkness LLP (Supplementary Firm-Wide Terms, January 2024 Edition)
Role | Attorney | Title
Responsible Partner | Leonard Cross | Partner, Tax Department
Billing Partner | Sylvia Hartwell | Partner, Tax Department
Lead Associate | Robert Jansen | Senior Associate, Tax Department
Working Associate | Garrett Simmons | Associate, Tax Department
Timekeeper | Rate
Leonard Cross (Partner) | $1,450 per hour
Sylvia Hartwell (Partner) | $1,375 per hour
Robert Jansen (Senior Associate) | $1,050 per hour
Garrett Simmons (Associate) | $825 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

ARDENT CAPITAL PARTNERS III LP

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