Contract analysis

1. Purpose and Scope of Engagement Ardent Capital is engaging C&H to serve as its primary outside legal counsel in connection with the proposed acquisition (the "Transaction") of MedVance Health Systems, Inc. ("MedVance" or the "Target"), a corporation organized and existing under the laws of the State of Delaware and headquartered in Nashville, Tennessee. We understand that MedVance is currently majority-owned by Cr

2. Responsible Attorney and Staffing The partner with overall supervisory responsibility for this engagement will be Beatrice Holloway, Partner, Mergers & Acquisitions. Ms. Holloway will serve as the senior relationship partner and will oversee all aspects of the Transaction from a legal perspective, including the coordination of work among the various practice groups involved in the engagement. Ms. Holloway may be r

3. Fees and Billing Rates The Firm will bill for services rendered in connection with this engagement on an hourly basis at the Firm's standard rates, subject to the following rate schedule applicable to this engagement: The specific hourly rate for each individual timekeeper assigned to the matter is available upon request from the billing partner, James Prentice, and will appear on each monthly invoice alongside th

4. Expenses and Disbursements In addition to professional fees, the Client will be responsible for the reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses include, but are not limited to, the following: (a) Filing fees, including the HSR Act premerger notification filing fee (currently $30,000 for transactions

5. Billing and Payment Terms The Firm will issue invoices to the Client on a monthly basis, covering fees for services rendered and expenses incurred during the preceding calendar month. Payment of each invoice is due within thirty (30) days of the date of the invoice. All invoices shall be directed to: Mr. Graham Whitfield Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022 Email: gwhi

6. Advance Retainer No advance retainer is required at the commencement of this engagement. This determination is made in recognition of the Firm's longstanding relationship with Ardent Capital and its affiliated entities, including prior representations on the Ardent Capital Partners II LP portfolio acquisitions and related matters, and our confidence in the Client's commitment to timely payment of invoices rendered

7. Conflict of Interest Disclosure The Firm has conducted a thorough conflicts check in accordance with the New York Rules of Professional Conduct (Rules 1.7 and 1.9) and the Firm's internal conflicts clearance procedures. Based on that review, the Firm makes the following disclosures: (a) Ridgeline National Bank, N.A. The Firm has, in the past, performed legal work for Ridgeline National Bank, N.A. ("Ridgeline") on

8. Confidentiality All information furnished by or on behalf of the Client to the Firm in connection with this engagement will be treated as confidential and will not be disclosed by the Firm to any third party without the Client's prior consent, except as may be required or permitted by the New York Rules of Professional Conduct (including Rule 1.6), applicable law, court order, or legal process. The Firm's obligati

9. Document Retention In accordance with the Firm's standard document retention policy, at the conclusion of this engagement, the Firm will maintain the Client's files (including both physical and electronic documents, correspondence, and work product) for a period of ten (10) years from the date of the final invoice rendered in connection with the engagement. Following the expiration of such ten-year retention perio

10. Client Identity and Communications For the avoidance of doubt, the Client for purposes of this engagement is Ardent Capital Partners III LP (and any affiliated entities included within the definition of "Client" as described in Section 1 above). The Firm's duties and obligations under this Letter, including duties of loyalty, confidentiality, and competent representation, run to Ardent Capital Partners III LP and

11. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered under this engagement. This lim

12. Termination Either party may terminate this engagement at any time upon written notice to the other party. Any such termination by the Firm shall be subject to the Firm's obligations under the New York Rules of Professional Conduct, including the obligation to take reasonable steps to avoid prejudice to the Client's interests, to provide reasonable notice, to allow sufficient time for the Client to retain alterna

13. No Guarantee of Outcome The Firm has not made, and does not make, any promises, representations, or guarantees regarding the outcome of the Transaction or any other matter arising in connection with this engagement. The practice of law involves inherent uncertainties, and the outcome of any transaction, negotiation, or proceeding is subject to factors beyond the control of the Firm. Any expressions of opinion by

14. Governing Law and Dispute Resolution This Letter and the rights, obligations, and relationship of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Letter, the Firm'

15. Entire Agreement; Amendments This Letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the Firm's engagement to represent the Client in connection with the Transaction. No representations, warranties, or inducement

16. Acceptance and Countersignature We respectfully request that the Client indicate its acceptance of the terms set forth in this Letter by having an authorized representative sign and return the enclosed copy of this Letter to the undersigned. This engagement shall be deemed effective as of the date first written above, September 15, 2024, upon the Firm's receipt of the fully executed copy. We are deeply appreciati