Contract analysis

1. Introduction and Engagement Overview We are pleased to confirm that Calderwood & Harkness LLP ("the Firm," "Calderwood & Harkness," "we," or "us") has been engaged by Ardent Capital Partners III LP ("Ardent Capital," "Fund III," or "you"), a Delaware limited partnership, to provide antitrust and competition law advisory services in connection with Ardent Capital's proposed acquisition of one hundred percent (100%)

2. Scope of Engagement The Firm's engagement encompasses the following services in connection with the proposed acquisition of Pinnacle: 2.1 HSR Premerger Notification Filing The Firm will prepare and file the Hart-Scott-Rodino Act premerger notification form (the "HSR Form") on behalf of the acquiring person — Ardent Capital Partners III LP — with both the Federal Trade Commission (the "FTC") and the Antitrust Divis

3. Engagement Team The following attorneys have been assigned to this engagement and will be principally responsible for the delivery of the services described in Section 2: Howard Bellamy — Responsible Partner and Billing Partner, Antitrust & Competition Practice Group. Mr. Bellamy is a partner in the Firm's Antitrust & Competition Practice Group and has extensive experience advising private equity sponsors, strateg

4. Fees and Billing Arrangements 4.1 Hourly Rates The Firm will bill for its services on an hourly basis. The Firm's current standard hourly rates for the attorneys assigned to this matter are as follows: In the event that additional attorneys or paralegals are assigned to the engagement, their applicable hourly rates will be communicated to Ardent Capital at the time of assignment. Paralegal rates at the Firm curren

5. Client Identity and Relationship The Firm's client in this engagement is Ardent Capital Partners III LP. The attorney-client relationship established by this engagement letter exists solely between the Firm and Fund III. The Firm does not represent, and this engagement does not extend to, any of the following: Ardent Capital Management LLC (except in its capacity as the entity identified as the Ultimate Parent Ent

6. Confidentiality All communications between the Firm and Ardent Capital, and all work product prepared by the Firm in connection with this engagement, will be treated as confidential and, to the fullest extent permitted by applicable law, will be protected by the attorney-client privilege and the work product doctrine. The Firm recognizes the sensitive and proprietary nature of the information that may be shared wi

7. Conflicts of Interest The Firm has conducted a conflicts check in connection with this proposed engagement in accordance with its standard conflicts clearance procedures and the applicable provisions of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, including the identities of the parties to the proposed transaction, their affiliates, and the key individuals i

8. Document Retention Upon completion of this engagement, the Firm will retain client files, work product, and related materials in accordance with the Firm's standard document retention policy, which currently provides for the retention of closed matter files for a period of ten (10) years following the date of matter closure. During the retention period, the Firm will maintain the files in a secure manner consisten

9. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to Ardent Capital and any other person or entity in connection with this engagement, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by Ardent Capital to the Firm for services rendered under this enga

10. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Written notice of termination may be delivered by email, overnight courier, or certified mail to the applicable address set forth in this engagement letter, or to such other address as either party may designate in writing. Upon termination of this engagement, Ardent Capital shall rem

11. Governing Law and Dispute Resolution This engagement letter and the terms and conditions set forth herein 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 F

12. Acceptance and Execution We are grateful for the opportunity to serve as antitrust counsel to Ardent Capital in connection with this important transaction. We trust that the terms set forth in this engagement letter accurately reflect our mutual understanding and agreement regarding the scope and terms of the Firm's representation. We kindly request that Ardent Capital confirm its acceptance of the terms of this