Contract analysis

1. Filing Fee Amount and Applicable Fee Tier The aggregate value of the Transaction, calculated on an enterprise value basis, is Nine Hundred Fifty-Two Million Dollars ($952,000,000), as set forth in the Equity Purchase Agreement, dated as of January 31, 2024 (the "EPA"), by and among Ardent Capital Partners III LP, Ardent Capital Acquisition Corp. (a newly formed acquisition subsidiary of Ardent Capital Partners III

2. Contractual Obligation for Fee Payment Pursuant to Section 5.4(a) of the EPA, the filing fee for the HSR premerger notification is to be borne solely by the Acquirer, Ardent Capital Partners III LP. The relevant provision of the EPA states, in pertinent part: "The Acquirer shall be responsible for the payment of all filing fees required in connection with any filings or submissions made pursuant to the HSR Act or

3. Wire Transfer Instructions We respectfully request that Ardent Capital remit payment of $280,000 via wire transfer to the Federal Trade Commission in accordance with the wire transfer instructions set forth below. These instructions correspond to the FTC's designated U.S. Treasury depository account for the receipt of HSR premerger notification filing fees: Bank Name: U.S. Treasury — Federal Reserve Bank of New Yo

4. Timing Requirements The timing of the wire transfer is critical to ensuring the timely submission of the HSR filing. We set forth below the key dates and deadlines applicable to the filing fee payment: (a) Wire Initiation Deadline. The wire transfer must be initiated no later than February 15, 2024 (i.e., the business day prior to the anticipated filing date), to ensure that the funds are received and confirmed by

5. Confirmation and Follow-Up Upon receipt of the wire transfer confirmation from Ardent Capital, Calderwood & Harkness will take the following steps to confirm receipt of the filing fee and finalize the HSR filing submission: First, we will confirm receipt and settlement of the funds with the FTC Premerger Notification Office. This confirmation typically involves direct communication with the PNO staff to verify tha

6. Contact Information Should you have any questions regarding the wire transfer, the filing fee, or any other aspect of the HSR filing process, please do not hesitate to contact either of the following members of our team: Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue, New York, NY 10022 Direct: (212) 558-4127 Email: hbellamy@calderwoodharkness.com Moni