Contract analysis

1. Introduction and Purpose This firm represents Ardent Capital Partners III LP ("Ardent Capital"), a Delaware limited partnership, in connection with the premerger notification filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a, and the rules promulgated thereunder by the Federal Trade Commission, 16 C.F.R. Parts 801–803 (collectively, the "HSR Act"), in conne

2. Transaction Description Consistency Both the acquiring person Notification Form and the acquired person Notification Form should contain a materially consistent description of the Transaction to avoid potential deficiency letters or unnecessary follow-up inquiries from the reviewing agency. Inconsistencies between the two filings in the description of the transaction structure, the identity of the parties, or the

3. NAICS Code Alignment It is critical that both the acquiring person Notification Form and the acquired person Notification Form identify the same North American Industry Classification System ("NAICS") codes applicable to Pinnacle's business operations. Discrepancies in NAICS code identification between the two filings may result in the reviewing agency issuing a deficiency letter or initiating additional inquiries

4. Revenue and Financial Data Both the acquiring person and the acquired person Notification Forms require the reporting of certain revenue and financial data for the filing person's UPE and its controlled entities. In order to ensure consistency across both filings — particularly with respect to Pinnacle's financial data, which will appear in both the acquiring person form (as data about the acquired entity) and the

5. Size-of-Transaction and Size-of-Person Threshold Analysis For coordination purposes and to ensure that both filings reflect a consistent threshold analysis, Calderwood & Harkness sets forth below its analysis of the applicable 2024 HSR filing thresholds as adjusted by the FTC pursuant to Section 7A(a)(2) of the Clayton Act: Size-of-Transaction Test. The aggregate total amount of voting securities and assets of Pin

6. Item 4(c) and 4(d) Document Collection Both the acquiring person and the acquired person are required to identify and produce, as part of their respective Notification Forms, all documents responsive to Item 4(c) and Item 4(d) of the HSR Notification and Report Form. As you know, Item 4(c) requires the production of documents that were prepared by or for any officer(s) or director(s) of the filing person (or, in t

7. Early Termination Request Calderwood & Harkness intends to request early termination of the initial thirty (30) calendar day statutory waiting period under Section 7A(b)(1) of the Clayton Act on behalf of the acquiring person in the Notification Form filed on February 16, 2024. An early termination request is made by checking the appropriate box on the face page of the Notification Form. We respectfully request th

8. Information Sharing Protocol To facilitate efficient coordination between the two firms and to ensure that both Notification Forms are consistent, complete, and ready for simultaneous filing, Calderwood & Harkness proposes the following information sharing arrangements and timeline:

1. Exchange of Draft Transaction Descriptions — February 9, 2024. Each firm shall circulate to the other its draft transaction description (Item 3 narrative) for review and comment. Any inconsistencies shall be identified and resolved promptly.

2. Exchange of NAICS Code and Revenue/Financial Data Confirmations — February 9, 2024. Greenvale Durneval shall confirm or propose revisions to the NAICS codes and financial data set forth in Sections 3 and 4 of this letter. Calderwood & Harkness shall similarly confirm the accuracy of any data provided by Greenvale Durneval.

3. Exchange of Completed Draft Notification Forms — February 12, 2024. Each firm shall circulate to the other a substantially complete draft of its respective Notification Form, excluding Item 4(c) and 4(d) document productions, for purposes of cross-review and consistency verification. Each firm shall review the other's draft and provide comments or identify any inconsistencies by close of business on February 13, 2

4. Finalization of Notification Forms — February 15, 2024. Final versions of both Notification Forms, incorporating all agreed-upon revisions and reconciliations, shall be completed no later than February 15, 2024, in order to allow for final quality assurance review and preparation for electronic filing.

5. Simultaneous Electronic Filing — February 16, 2024. Both the acquiring person Notification Form and the acquired person Notification Form shall be filed simultaneously through the FTC's electronic filing portal (the "E-Filing System") on February 16, 2024. Both firms shall coordinate on the timing of submission so that, to the extent practicable, both forms are submitted within the same filing session. Both firms

9. Confidentiality Each party's HSR Notification Form and supporting materials contain competitively sensitive and proprietary business information of the respective filing person, including but not limited to revenue data, NAICS code designations, descriptions of business operations, and documents produced under Items 4(c) and 4(d). The parties and their respective counsel must take appropriate care to safeguard the

10. Communication with FTC/DOJ Staff In the event that staff of the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice contacts either Calderwood & Harkness or Greenvale Durneval with questions, requests for information, or other communications related to the Transaction or the Notification Forms (which will be assigned a Transaction Number upon filing), each firm shall promptly noti

11. Proposed Timeline Summary For ease of reference, the key dates and milestones contemplated by this coordination protocol are summarized in the following table:

12. Closing and Request for Confirmation We respectfully request that Greenvale Durneval confirm its agreement to the coordination protocol set forth in this letter, or propose any modifications it deems appropriate, by no later than February 7, 2024. A response by email to the undersigned or to Ms. Reyes will be sufficient for purposes of this confirmation; a countersigned copy of this letter is not required, althou