Contract analysis

1. Purpose and Scope of Engagement Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm our engagement to represent Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital" or the "Client"), and its affiliates, including any acquisition vehicle formed for purposes of the transaction described herein (currently expected to be a newly formed Delaware corporation organized

2. Staffing We have assembled a team of experienced attorneys to staff this engagement efficiently and effectively. The core members of the deal team are as follows: Beatrice Holloway, Partner — Ms. Holloway will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for all aspects of the representation, including the strategic direction of the Transaction, negotiation

3. Fee Arrangements 3.1 Hourly Rates Our fees for this engagement will be based on the time spent by attorneys and other professionals on the matter at their respective standard hourly rates. Time is recorded in increments of one-tenth of an hour. The Firm's current standard hourly rates for various categories of timekeepers range as follows: The current individual hourly rates for the core members of the deal team s

4. Client Identification and Conflicts The Client for purposes of this engagement is Ardent Capital Partners III LP, a Delaware limited partnership, together with any acquisition vehicle designated by the Client and formed for purposes of consummating the Transaction (the "Acquisition Vehicle"). Ardent Capital Management LLC, in its capacity as the General Partner of Ardent Capital Partners III LP, is authorized to p

5. Confidentiality The Firm will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, in accordance with our professional obligations under the New York Rules of Professional Conduct and applicable law. We recognize the sensitive and proprietary nature of the information that the Client will share with us in connection with the Transaction, includi

6. Document Retention and Files Upon conclusion of this engagement, whether by completion of the Transaction, termination of the engagement, or otherwise, the Firm will retain the engagement files in accordance with our standard document retention policy, as may be amended from time to time. The Client may request the return of original documents at any time during or after the engagement. The Firm may retain copies

7. Limitation of Liability The Client acknowledges that the Firm has made no guarantees, promises, or representations regarding the outcome of the Transaction or any aspect of this engagement. The results of any legal matter depend upon range factors, including the specific facts and circumstances involved, the applicable law, the actions and positions taken by opposing parties, and the decisions of courts, regulator

8. Termination Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's professional obligations under the New York Rules of Professional Conduct, including the obligation to provide reasonable notice of withdrawal to the Client and to take steps reasonably practicable to protect the Client's interests during any transition period. In the event of terminatio

9. 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. In the event of any dispute, controversy, or claim arising out of or relating to this engagement le

10. Miscellaneous This letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of this engagement and supersedes all prior or contemporaneous oral or written communications, proposals, understandings, or agreements between the parties relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this engagement letter shall be

11. Acceptance We are enthusiastic about the opportunity to work with you and the Ardent Capital team on this important transaction and look forward to a productive and successful engagement. If the terms set forth in this letter are acceptable, please indicate your agreement by signing and dating a copy of this letter in the space provided below and returning it to us at your earliest convenience. Upon receipt of yo