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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020

Tel: (212) 455-7000

Fax: (212) 455-7100

www.calderwoodharkness.com

September 15, 2024

Mr. Graham Whitfield Managing Partner & Co-Founder Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022

Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of MedVance Health Systems, Inc. Firm Matter No. 0478231.0001

Dear Mr. Whitfield:

We are pleased to confirm the terms upon which Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to serve as legal counsel to Ardent Capital Partners III LP ("Ardent Capital" or the "Client") in connection with the matters described below. This engagement letter (this "Letter") sets forth the terms and conditions governing our representation. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return the enclosed copy as indicated in Section 16.

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 Crestline Growth Equity Fund II LP and minority-owned by Ryland Family Holdings LLC and certain members of MedVance's management team, and that the Transaction is expected to be structured as a purchase of one hundred percent (100%) of the outstanding equity interests of MedVance at an anticipated enterprise value in excess of $1.2 billion, subject to customary adjustments. The scope of our engagement in connection with the Transaction shall include the following:

(a) Due Diligence Review and Coordination. Conducting and coordinating a comprehensive legal due diligence review of MedVance, encompassing corporate organization and governance, material contracts, regulatory compliance, pending and threatened litigation, environmental matters, employment and labor matters, intellectual property, real property and leasehold interests, insurance, and such other areas as may be identified during the course of the review. C&H will prepare a due diligence request list, manage the virtual data room review process, and prepare a comprehensive due diligence report summarizing key findings, risks, and recommended mitigants for the Client's investment committee.

(b) Transaction Structuring and Documentation. Structuring and negotiating the definitive stock purchase agreement (the "Purchase Agreement") and all ancillary transaction documents, including without limitation the disclosure schedules, transition services agreement, intellectual property assignment or license agreements, non-competition and non-solicitation agreements with key members of Target management, and any other agreements or instruments necessary or advisable to consummate the Transaction.

(c) Formation of Acquisition Vehicle(s). Formation and organization of any acquisition vehicle or vehicles as may be required in connection with the Transaction, including Ardent Healthcare Holdings Inc. (the "Acquisition Vehicle"), and preparation of related organizational documents such as certificates of incorporation, bylaws, limited liability company agreements, and resolutions of governing bodies.

(d) Antitrust and Competition Analysis; HSR Filing. Analysis of antitrust and competition implications of the Transaction, preparation and filing of all required premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and related advocacy before the Federal Trade Commission (the "FTC") and/or the Antitrust Division of the United States Department of Justice (the "DOJ"), including preparation of responses to any requests for additional information or documentary material (commonly referred to as a "Second Request"), if applicable.

(e) Healthcare Regulatory Coordination. Coordination with the Client's external healthcare regulatory counsel, Langford Moss & Crane LLP, regarding state licensure transfers, Medicare and Medicaid provider enrollment changes, certificates of need, and change-of-ownership ("CHOW") approvals in all applicable jurisdictions, including the States of Tennessee, Alabama, Georgia, and Kentucky, and such other jurisdictions as may be identified during the course of the Transaction.

(f) Debt Financing Documentation. Review and negotiation of debt financing commitment letters, credit agreements, security and collateral documents, intercreditor agreements, and related financing documentation in connection with the Transaction.

(g) Representations and Warranties Insurance. Negotiation, placement, and review of representations and warranties insurance (the "R&W Policy"), including coordination with the Client's insurance broker, review of the insurer's due diligence, and negotiation of policy terms, exclusions, and endorsements.

(h) Escrow Arrangements. Negotiation and documentation of escrow arrangements in connection with the Transaction, including the preparation or review of escrow agreements with the designated escrow agent.

(i) Management Rollover Equity Arrangements. Review and negotiation of management rollover equity arrangements, including any contribution and subscription agreements, management equity incentive plans, stockholders' or operating agreements, and related documentation governing the terms upon which members of MedVance's management team will retain or acquire equity interests in the post-closing entity.

(j) Post-Closing Purchase Price Adjustment. Structuring and documenting post-closing purchase price adjustment mechanics, including working capital adjustments, earn-out provisions (if applicable), and any related dispute resolution mechanisms.

(k) Advisor Coordination. Coordination with the Client's investment bank, Hargrove Bancroft & Co., the Client's accounting advisors, Blackwell Thornton LLP, the Client's external tax advisors, Osgood & Vail CPAs LLP, and the Client's healthcare regulatory counsel, Langford Moss & Crane LLP, with respect to the foregoing matters and as otherwise required in connection with the Transaction.

(l) Other Related Matters. Such other matters as may reasonably arise in connection with the Transaction and as may be mutually agreed upon by the Firm and the Client from time to time.

For the avoidance of doubt, the scope of this engagement does not include representation with respect to the following matters, which are being handled by other advisors retained by the Client:

(i) Tax planning, tax compliance, and tax return preparation, which are being handled by Osgood & Vail CPAs LLP under a separate engagement. Notwithstanding the foregoing, Leonard Cross, Partner, Tax, of C&H may provide advice on tax structuring matters to the extent they intersect with the negotiation and documentation of the Transaction, as described in Section 2 below.

(ii) Healthcare regulatory filings, licensure applications, and change-of-ownership approvals, which are being handled by Langford Moss & Crane LLP under a separate engagement letter between that firm and the Client. C&H will coordinate with Langford Moss & Crane LLP as described above but shall not be responsible for the content, accuracy, or timeliness of healthcare regulatory filings prepared by that firm.

(iii) Financial and accounting due diligence, quality of earnings analysis, and related financial advisory services, which are being handled by Blackwell Thornton LLP under a separate engagement.

We note that C&H's antitrust and competition work in connection with the Transaction will be handled internally by Nora Castillo, Partner, Antitrust & Competition, and her team, and will not require the engagement of separate antitrust counsel.

For purposes of this Letter, Ardent Healthcare Holdings Inc., once formed as the Acquisition Vehicle, and any other affiliates, subsidiaries, or special-purpose entities of Ardent Capital formed or designated in connection with the Transaction, shall be deemed included within the definition of "Client" for all purposes under this engagement, without the need for a separate engagement letter. The Firm's duties, obligations, and limitations set forth in this Letter shall apply equally with respect to such affiliated entities.

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 reached at (212) 455-7215 or bholloway@calderwoodharkness.com.

The billing partner responsible for fee arrangements, invoicing, billing inquiries, and financial aspects of the engagement will be James Prentice, Partner, Mergers & Acquisitions. Mr. Prentice may be reached at (212) 455-7318 or jprentice@calderwoodharkness.com.

The Firm anticipates that the following attorneys and professionals will constitute the core team assigned to this engagement:

• Megan Chu, Lead Associate, Mergers & Acquisitions — Ms. Chu will serve as the lead day-to-day associate on the Transaction and will be the primary point of contact for document review, drafting, and coordination of due diligence workstreams.

• Derek Okonkwo, Working Associate, Mergers & Acquisitions — Mr. Okonkwo will support Ms. Chu in all aspects of the Transaction, with particular responsibility for the preparation of ancillary documents and due diligence analysis.

• Leonard Cross, Specialist Partner, Tax — Mr. Cross will be available on an as-needed basis to advise on tax structuring considerations to the extent they intersect with the negotiation and documentation of the Transaction, including the tax aspects of the management rollover equity arrangements and post-closing purchase price adjustment mechanics.

• Nora Castillo, Partner, Antitrust & Competition — Ms. Castillo and her team will be responsible for all antitrust and competition analysis, preparation and submission of the HSR filing, and any related advocacy before the FTC and/or the DOJ.

• Additional associates, counsel, and paralegals as the Firm deems appropriate to staff the engagement efficiently and in accordance with the Client's interests.

The Firm reserves the right to assign or reassign attorneys and professional staff to the engagement as necessary to ensure the effective and timely delivery of legal services. In the event of any material changes in the composition of the lead engagement team — specifically with respect to the responsible partner, billing partner, or lead associate — the Firm will promptly communicate such changes to the Client.

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 the timekeeper's name, hours worked, and a narrative description of the services rendered.

The Firm's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Client will be notified in writing in advance of any rate increase, and any adjusted rates will apply to services rendered on and after the effective date of such increase. For this engagement, we anticipate that rates currently in effect will remain in place through December 31, 2024, with any rate adjustment for calendar year 2025 to be communicated to the Client no later than December 1, 2024.

Based on the Firm's current understanding of the Transaction — including its anticipated size, complexity, the number of jurisdictions involved, the expected negotiation dynamics, regulatory considerations, and the anticipated timeline for signing and closing — the Firm estimates that total legal fees for the Transaction will be approximately $3,800,000. This estimate is based on a number of assumptions, including but not limited to: (i) a Transaction timeline of approximately four to six months from execution of the letter of intent through closing; (ii) a due diligence period of approximately six to eight weeks; (iii) one round of substantive negotiation on the Purchase Agreement and ancillary documents; (iv) a standard HSR review process without a Second Request; and (v) a customary level of cooperation from the Target and its advisors.

This estimate is not a cap, a fixed fee, or a guaranteed maximum. Actual fees may be higher or lower than the estimate depending on range factors, including without limitation the complexity of the Transaction, the intensity and duration of negotiations, the scope and results of due diligence, the nature and extent of regulatory review, the number and complexity of financing documents, changes in the Transaction structure or timeline, and other circumstances beyond the Firm's control. The Firm will endeavor to keep the Client apprised of the status of fees and will promptly notify the Client if it becomes apparent that actual fees are likely to exceed the estimate by a material amount.

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 valued at less than $500 million, or such higher amount as may be applicable based on the Transaction value and current fee thresholds), Secretary of State filing fees, and Uniform Commercial Code search fees.

(b) Travel expenses, including airfare (coach class for associates and paralegals; business class for partners when the flight exceeds three hours), lodging, ground transportation (including car service and rental vehicles), and meals, for travel to Nashville, Tennessee and such other locations as may be required in connection with due diligence site visits, management presentations, negotiation sessions, or closing meetings.

(c) Document production, printing, copying, and binding charges, including the reproduction of Transaction closing sets and signature pages.

(d) Courier services, overnight delivery charges (Severin Partners LLC, Halcyon Partners LLC, and similar carriers), and postage.

(e) Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar legal research databases, billed at the Firm's actual cost.

(f) Court and governmental agency filing fees, to the extent applicable.

(g) Third-party vendor charges, including electronic discovery hosting fees, virtual data room costs (to the extent such costs are to be borne by the Client rather than the Target), title and survey review costs, and charges for lien and judgment searches, corporate good standing certificates, and similar searches.

The Firm does not apply any mark-up to third-party vendor charges; all such charges are passed through to the Client at the Firm's actual cost. Internal reproduction, printing, and similar administrative charges are billed at the Firm's cost without mark-up. Disbursements and expenses will be itemized on each monthly invoice.

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: gwhitfield@ardentcapital.com

A copy of each invoice shall be provided to such other person or persons as the Client may designate in writing from time to time.

Each invoice will contain a summary of services rendered, organized by timekeeper, including the name and title of each timekeeper, the number of hours expended, the applicable hourly rate, and the total charges for each timekeeper. Detailed narrative descriptions of the services rendered by each timekeeper on each date will be provided. Disbursements and expenses will be separately itemized and described.

Any amounts not paid within thirty (30) days of the invoice date will bear interest at the lesser of (i) 1.0% per month (12.0% per annum) or (ii) the maximum rate permitted by applicable law. The accrual of interest on overdue amounts shall not constitute a waiver of any other rights or remedies available to the Firm.

The Firm reserves the right to require an advance retainer or to suspend the performance of work in the event of a material payment delinquency, subject in all cases to the Firm's obligations under the New York Rules of Professional Conduct, including the obligation to provide reasonable notice and to take steps to avoid prejudice to the Client's interests.

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 in connection with this engagement. The Firm reserves the right to revisit this determination in the event of changed circumstances, including but not limited to a material payment delinquency as described in Section 5.

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 matters unrelated to the Transaction, including certain commercial lending and capital markets transactions. We understand that Ridgeline is acting as senior debt agent and lead arranger in connection with the debt financing for the Transaction. The Firm does not believe that its prior representation of Ridgeline on unrelated matters creates a conflict of interest with respect to the Transaction, as the Firm will not be representing Ridgeline in connection with the Transaction and Ridgeline is not a party adverse to the Client in the Transaction. However, we recognize that the interests of the Client, as borrower, and Ridgeline, as lender, may diverge with respect to the terms and conditions of the financing documentation. Accordingly, we respectfully request the Client's written consent — by countersigning this Letter — to the Firm's prior and potentially future representation of Ridgeline on matters unrelated to the Transaction. Such consent shall not extend to any representation of Ridgeline that is directly adverse to the Client in any matter.

(b) Seller-Side Parties. The Firm does not currently represent, and has not in the recent past represented, MedVance Health Systems, Inc., Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, Whitaker, Poole & Simms LLP (counsel to the sellers), or any other seller-side party in connection with the Transaction or any other matter. The Firm is not aware of any relationship with any seller-side party that would give rise to a conflict of interest.

The Firm undertakes to promptly notify the Client of any conflict of interest or potential conflict of interest that arises during the course of the engagement. In the event such a conflict arises, the Firm will work with the Client to obtain appropriate informed written waivers or, if a conflict cannot be adequately addressed through waiver, will take such steps as are required by the New York Rules of Professional Conduct, which may include withdrawal from the representation.

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 obligations of confidentiality shall survive the termination or completion of this engagement.

In connection with the disclosures set forth in Section 7 above regarding Ridgeline National Bank, N.A., the Firm will maintain appropriate information barriers (including ethical screens, restricted access controls, and related administrative safeguards) as between personnel working on the Transaction and any personnel who may be engaged in unrelated representations of Ridgeline, to ensure that confidential information of the Client is not shared with attorneys or staff working on unrelated Ridgeline matters, and vice versa.

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 period, the Firm may destroy the Client's files in accordance with the Firm's standard records management policy, without further notice to the Client, unless the Client instructs the Firm otherwise in writing prior to the expiration of the retention period.

The Firm will return original documents to the Client upon the Client's written request at any time during or after the engagement. In the absence of such a request, original documents will be stored in accordance with the retention policy described above. The Client acknowledges that the Firm may retain copies of any documents returned to the Client, for the Firm's records and as may be required by the Firm's professional obligations.

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 such affiliated entities, and not to any individual partner, member, officer, director, employee, or portfolio company of Ardent Capital, unless separately agreed in writing by the Firm.

The Client's primary point of contact for the engagement shall be:

Graham Whitfield Managing Partner & Co-Founder Ardent Capital Management III LLC (acting in its capacity as General Partner of Ardent Capital Partners III LP) Tel: (212) 599-4100

Email: gwhitfield@ardentcapital.com

The following individuals are designated as additional authorized contacts for purposes of communicating with the Firm regarding the Transaction:

Priya Ranganathan Partner, Healthcare Investing Ardent Capital Management III LLC Tel: (212) 599-4112

Email: pranganathan@ardentcapital.com

Thomas Kearney Vice President, Healthcare Investing Ardent Capital Management III LLC Tel: (212) 599-4134

Email: tkearney@ardentcapital.com

The Firm is authorized to communicate with the above-designated contacts via unencrypted electronic mail (email) regarding matters related to the engagement. The Client acknowledges that the use of unencrypted email involves inherent risks, including the risk of interception, misdirection, or unauthorized access by third parties, and consents to the use of unencrypted email for communications with the designated contacts notwithstanding such risks. If the Client desires that certain communications be transmitted via encrypted or alternative secure channels, the Client should notify the Firm in writing, and the Firm will accommodate such requests to the extent reasonably practicable.

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 limitation shall not apply to claims arising from the Firm's willful misconduct or gross negligence.

In no event shall the Firm be liable to the Client for any consequential, incidental, indirect, special, or punitive damages of any kind, including without limitation lost profits, loss of business opportunity, diminution in value, or damages arising from business interruption, regardless of whether the Firm has been advised of the possibility of such damages or whether such damages were foreseeable.

The Client acknowledges that the limitations set forth in this Section 11 are a material inducement to the Firm's agreement to provide the services described in this Letter at the rates set forth herein, and that the allocation of risk reflected in this Section 11 is reasonable in light of the nature of the engagement and the fees to be charged.

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 alternative counsel, and to comply with any applicable tribunal requirements regarding withdrawal of counsel.

Upon termination of the engagement by either party, the Client shall remain responsible for the payment of all fees for services rendered and all expenses and disbursements incurred by the Firm through the date of termination. The Firm shall provide a final invoice to the Client within thirty (30) days following the effective date of termination.

The Firm reserves the right to withdraw from the representation as permitted by the New York Rules of Professional Conduct, including without limitation in the event of (i) nonpayment of fees or expenses that remains uncured after written notice and a reasonable opportunity to cure, (ii) the existence or emergence of a material conflict of interest that cannot be resolved through appropriate waivers, (iii) the Client's failure to cooperate with the Firm or to follow the Firm's advice on material matters relating to the engagement, or (iv) any other circumstance in which withdrawal is required or permitted under applicable professional responsibility rules.

The provisions of this Letter relating to payment of fees and expenses (Sections 3, 4, and 5), confidentiality (Section 8), document retention (Section 9), limitation of liability (Section 11), governing law and dispute resolution (Section 14), and the conflict waiver set forth in Section 7, shall survive the termination or completion of this engagement.

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 the Firm's attorneys regarding potential outcomes, strategies, or risks are based on professional judgment and experience and are not to be construed as warranties, guarantees, or binding predictions. The Client acknowledges and agrees that the Firm's obligation is to provide competent and diligent legal representation, not to achieve any particular result.

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's representation of the Client, or the fees charged in connection with such representation, including disputes regarding the formation, validity, interpretation, performance, breach, or termination of this Letter, shall be resolved exclusively by binding arbitration administered by JAMS in New York, New York, before a single arbitrator selected in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, subject to the limitations set forth in Section 11 of this Letter. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER OR THE FIRM'S REPRESENTATION OF THE CLIENT.

The prevailing party in any arbitration or related proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, in addition to any other relief to which it may be entitled.

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 inducements have been made by either party that are not set forth expressly in this Letter.

This Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by both the Firm and the Client. No failure or delay by either party in exercising any right, power, or privilege under this Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

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 appreciative of the opportunity to represent Ardent Capital in connection with the proposed acquisition of MedVance Health Systems, Inc. We have great confidence in the strength of our team and in our ability to deliver the legal counsel and transaction execution that the Client expects. We look forward to a successful collaboration on this Transaction and to continuing to build upon our longstanding relationship with Ardent Capital and its affiliates.

Please do not hesitate to contact Beatrice Holloway or James Prentice should you have any questions regarding this Letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

________________________________________

Beatrice Holloway Partner Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 455-7215

Email: bholloway@calderwoodharkness.com

________________________________________

James Prentice Partner (Billing) Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 455-7318

Email: jprentice@calderwoodharkness.com

ACKNOWLEDGED, AGREED, AND ACCEPTED:

By countersigning below, the undersigned hereby (i) confirms that it has read and understood the terms and conditions of this engagement letter, (ii) agrees to be bound by such terms and conditions, and (iii) consents to the Firm's prior and potentially future representation of Ridgeline National Bank, N.A. on matters unrelated to the Transaction, as described in Section 7 above.

________________________________________

Graham Whitfield Managing Partner & Co-Founder Ardent Capital Management III LLC, in its capacity as General Partner of Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022

Date: ________

Timekeeper Level	Hourly Rate
Partners	$1,475 – $1,850 per hour
Of Counsel / Senior Counsel	$1,225 – $1,450 per hour
Senior Associates (class of 2018 and prior)	$975 – $1,175 per hour
Mid-Level Associates (class of 2019–2021)	$825 – $975 per hour
Junior Associates (class of 2022 and after)	$625 – $825 per hour
Paralegals / Legal Assistants	$350 – $475 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020
Tel: (212) 455-7000
Fax: (212) 455-7100
www.calderwoodharkness.com
September 15, 2024
Mr. Graham Whitfield Managing Partner & Co-Founder Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022
Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of MedVance Health Systems, Inc. Firm Matter No. 0478231.0001
Dear Mr. Whitfield:
We are pleased to confirm the terms upon which Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to serve as legal counsel to Ardent Capital Partners III LP ("Ardent Capital" or the "Client") in connection with the matters described below. This engagement letter (this "Letter") sets forth the terms and conditions governing our representation. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return the enclosed copy as indicated in Section 16.
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 Crestline Growth Equity Fund II LP and minority-owned by Ryland Family Holdings LLC and certain members of MedVance's management team, and that the Transaction is expected to be structured as a purchase of one hundred percent (100%) of the outstanding equity interests of MedVance at an anticipated enterprise value in excess of $1.2 billion, subject to customary adjustments. The scope of our engagement in connection with the Transaction shall include the following:
(a) Due Diligence Review and Coordination. Conducting and coordinating a comprehensive legal due diligence review of MedVance, encompassing corporate organization and governance, material contracts, regulatory compliance, pending and threatened litigation, environmental matters, employment and labor matters, intellectual property, real property and leasehold interests, insurance, and such other areas as may be identified during the course of the review. C&H will prepare a due diligence request list, manage the virtual data room review process, and prepare a comprehensive due diligence report summarizing key findings, risks, and recommended mitigants for the Client's investment committee.
(b) Transaction Structuring and Documentation. Structuring and negotiating the definitive stock purchase agreement (the "Purchase Agreement") and all ancillary transaction documents, including without limitation the disclosure schedules, transition services agreement, intellectual property assignment or license agreements, non-competition and non-solicitation agreements with key members of Target management, and any other agreements or instruments necessary or advisable to consummate the Transaction.
(c) Formation of Acquisition Vehicle(s). Formation and organization of any acquisition vehicle or vehicles as may be required in connection with the Transaction, including Ardent Healthcare Holdings Inc. (the "Acquisition Vehicle"), and preparation of related organizational documents such as certificates of incorporation, bylaws, limited liability company agreements, and resolutions of governing bodies.
(d) Antitrust and Competition Analysis; HSR Filing. Analysis of antitrust and competition implications of the Transaction, preparation and filing of all required premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and related advocacy before the Federal Trade Commission (the "FTC") and/or the Antitrust Division of the United States Department of Justice (the "DOJ"), including preparation of responses to any requests for additional information or documentary material (commonly referred to as a "Second Request"), if applicable.
(e) Healthcare Regulatory Coordination. Coordination with the Client's external healthcare regulatory counsel, Langford Moss & Crane LLP, regarding state licensure transfers, Medicare and Medicaid provider enrollment changes, certificates of need, and change-of-ownership ("CHOW") approvals in all applicable jurisdictions, including the States of Tennessee, Alabama, Georgia, and Kentucky, and such other jurisdictions as may be identified during the course of the Transaction.
(f) Debt Financing Documentation. Review and negotiation of debt financing commitment letters, credit agreements, security and collateral documents, intercreditor agreements, and related financing documentation in connection with the Transaction.
(g) Representations and Warranties Insurance. Negotiation, placement, and review of representations and warranties insurance (the "R&W Policy"), including coordination with the Client's insurance broker, review of the insurer's due diligence, and negotiation of policy terms, exclusions, and endorsements.
(h) Escrow Arrangements. Negotiation and documentation of escrow arrangements in connection with the Transaction, including the preparation or review of escrow agreements with the designated escrow agent.
(i) Management Rollover Equity Arrangements. Review and negotiation of management rollover equity arrangements, including any contribution and subscription agreements, management equity incentive plans, stockholders' or operating agreements, and related documentation governing the terms upon which members of MedVance's management team will retain or acquire equity interests in the post-closing entity.
(j) Post-Closing Purchase Price Adjustment. Structuring and documenting post-closing purchase price adjustment mechanics, including working capital adjustments, earn-out provisions (if applicable), and any related dispute resolution mechanisms.
(k) Advisor Coordination. Coordination with the Client's investment bank, Hargrove Bancroft & Co., the Client's accounting advisors, Blackwell Thornton LLP, the Client's external tax advisors, Osgood & Vail CPAs LLP, and the Client's healthcare regulatory counsel, Langford Moss & Crane LLP, with respect to the foregoing matters and as otherwise required in connection with the Transaction.
(l) Other Related Matters. Such other matters as may reasonably arise in connection with the Transaction and as may be mutually agreed upon by the Firm and the Client from time to time.
For the avoidance of doubt, the scope of this engagement does not include representation with respect to the following matters, which are being handled by other advisors retained by the Client:
(i) Tax planning, tax compliance, and tax return preparation, which are being handled by Osgood & Vail CPAs LLP under a separate engagement. Notwithstanding the foregoing, Leonard Cross, Partner, Tax, of C&H may provide advice on tax structuring matters to the extent they intersect with the negotiation and documentation of the Transaction, as described in Section 2 below.
(ii) Healthcare regulatory filings, licensure applications, and change-of-ownership approvals, which are being handled by Langford Moss & Crane LLP under a separate engagement letter between that firm and the Client. C&H will coordinate with Langford Moss & Crane LLP as described above but shall not be responsible for the content, accuracy, or timeliness of healthcare regulatory filings prepared by that firm.
(iii) Financial and accounting due diligence, quality of earnings analysis, and related financial advisory services, which are being handled by Blackwell Thornton LLP under a separate engagement.
We note that C&H's antitrust and competition work in connection with the Transaction will be handled internally by Nora Castillo, Partner, Antitrust & Competition, and her team, and will not require the engagement of separate antitrust counsel.
For purposes of this Letter, Ardent Healthcare Holdings Inc., once formed as the Acquisition Vehicle, and any other affiliates, subsidiaries, or special-purpose entities of Ardent Capital formed or designated in connection with the Transaction, shall be deemed included within the definition of "Client" for all purposes under this engagement, without the need for a separate engagement letter. The Firm's duties, obligations, and limitations set forth in this Letter shall apply equally with respect to such affiliated entities.
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 reached at (212) 455-7215 or bholloway@calderwoodharkness.com.
The billing partner responsible for fee arrangements, invoicing, billing inquiries, and financial aspects of the engagement will be James Prentice, Partner, Mergers & Acquisitions. Mr. Prentice may be reached at (212) 455-7318 or jprentice@calderwoodharkness.com.
The Firm anticipates that the following attorneys and professionals will constitute the core team assigned to this engagement:
•  Megan Chu, Lead Associate, Mergers & Acquisitions — Ms. Chu will serve as the lead day-to-day associate on the Transaction and will be the primary point of contact for document review, drafting, and coordination of due diligence workstreams.
•  Derek Okonkwo, Working Associate, Mergers & Acquisitions — Mr. Okonkwo will support Ms. Chu in all aspects of the Transaction, with particular responsibility for the preparation of ancillary documents and due diligence analysis.
•  Leonard Cross, Specialist Partner, Tax — Mr. Cross will be available on an as-needed basis to advise on tax structuring considerations to the extent they intersect with the negotiation and documentation of the Transaction, including the tax aspects of the management rollover equity arrangements and post-closing purchase price adjustment mechanics.
•  Nora Castillo, Partner, Antitrust & Competition — Ms. Castillo and her team will be responsible for all antitrust and competition analysis, preparation and submission of the HSR filing, and any related advocacy before the FTC and/or the DOJ.
•  Additional associates, counsel, and paralegals as the Firm deems appropriate to staff the engagement efficiently and in accordance with the Client's interests.
The Firm reserves the right to assign or reassign attorneys and professional staff to the engagement as necessary to ensure the effective and timely delivery of legal services. In the event of any material changes in the composition of the lead engagement team — specifically with respect to the responsible partner, billing partner, or lead associate — the Firm will promptly communicate such changes to the Client.
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 the timekeeper's name, hours worked, and a narrative description of the services rendered.
The Firm's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Client will be notified in writing in advance of any rate increase, and any adjusted rates will apply to services rendered on and after the effective date of such increase. For this engagement, we anticipate that rates currently in effect will remain in place through December 31, 2024, with any rate adjustment for calendar year 2025 to be communicated to the Client no later than December 1, 2024.
Based on the Firm's current understanding of the Transaction — including its anticipated size, complexity, the number of jurisdictions involved, the expected negotiation dynamics, regulatory considerations, and the anticipated timeline for signing and closing — the Firm estimates that total legal fees for the Transaction will be approximately $3,800,000. This estimate is based on a number of assumptions, including but not limited to: (i) a Transaction timeline of approximately four to six months from execution of the letter of intent through closing; (ii) a due diligence period of approximately six to eight weeks; (iii) one round of substantive negotiation on the Purchase Agreement and ancillary documents; (iv) a standard HSR review process without a Second Request; and (v) a customary level of cooperation from the Target and its advisors.
This estimate is not a cap, a fixed fee, or a guaranteed maximum. Actual fees may be higher or lower than the estimate depending on range factors, including without limitation the complexity of the Transaction, the intensity and duration of negotiations, the scope and results of due diligence, the nature and extent of regulatory review, the number and complexity of financing documents, changes in the Transaction structure or timeline, and other circumstances beyond the Firm's control. The Firm will endeavor to keep the Client apprised of the status of fees and will promptly notify the Client if it becomes apparent that actual fees are likely to exceed the estimate by a material amount.
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 valued at less than $500 million, or such higher amount as may be applicable based on the Transaction value and current fee thresholds), Secretary of State filing fees, and Uniform Commercial Code search fees.
(b) Travel expenses, including airfare (coach class for associates and paralegals; business class for partners when the flight exceeds three hours), lodging, ground transportation (including car service and rental vehicles), and meals, for travel to Nashville, Tennessee and such other locations as may be required in connection with due diligence site visits, management presentations, negotiation sessions, or closing meetings.
(c) Document production, printing, copying, and binding charges, including the reproduction of Transaction closing sets and signature pages.
(d) Courier services, overnight delivery charges (Severin Partners LLC, Halcyon Partners LLC, and similar carriers), and postage.
(e) Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar legal research databases, billed at the Firm's actual cost.
(f) Court and governmental agency filing fees, to the extent applicable.
(g) Third-party vendor charges, including electronic discovery hosting fees, virtual data room costs (to the extent such costs are to be borne by the Client rather than the Target), title and survey review costs, and charges for lien and judgment searches, corporate good standing certificates, and similar searches.
The Firm does not apply any mark-up to third-party vendor charges; all such charges are passed through to the Client at the Firm's actual cost. Internal reproduction, printing, and similar administrative charges are billed at the Firm's cost without mark-up. Disbursements and expenses will be itemized on each monthly invoice.
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: gwhitfield@ardentcapital.com
A copy of each invoice shall be provided to such other person or persons as the Client may designate in writing from time to time.
Each invoice will contain a summary of services rendered, organized by timekeeper, including the name and title of each timekeeper, the number of hours expended, the applicable hourly rate, and the total charges for each timekeeper. Detailed narrative descriptions of the services rendered by each timekeeper on each date will be provided. Disbursements and expenses will be separately itemized and described.
Any amounts not paid within thirty (30) days of the invoice date will bear interest at the lesser of (i) 1.0% per month (12.0% per annum) or (ii) the maximum rate permitted by applicable law. The accrual of interest on overdue amounts shall not constitute a waiver of any other rights or remedies available to the Firm.
The Firm reserves the right to require an advance retainer or to suspend the performance of work in the event of a material payment delinquency, subject in all cases to the Firm's obligations under the New York Rules of Professional Conduct, including the obligation to provide reasonable notice and to take steps to avoid prejudice to the Client's interests.
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 in connection with this engagement. The Firm reserves the right to revisit this determination in the event of changed circumstances, including but not limited to a material payment delinquency as described in Section 5.
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 matters unrelated to the Transaction, including certain commercial lending and capital markets transactions. We understand that Ridgeline is acting as senior debt agent and lead arranger in connection with the debt financing for the Transaction. The Firm does not believe that its prior representation of Ridgeline on unrelated matters creates a conflict of interest with respect to the Transaction, as the Firm will not be representing Ridgeline in connection with the Transaction and Ridgeline is not a party adverse to the Client in the Transaction. However, we recognize that the interests of the Client, as borrower, and Ridgeline, as lender, may diverge with respect to the terms and conditions of the financing documentation. Accordingly, we respectfully request the Client's written consent — by countersigning this Letter — to the Firm's prior and potentially future representation of Ridgeline on matters unrelated to the Transaction. Such consent shall not extend to any representation of Ridgeline that is directly adverse to the Client in any matter.
(b) Seller-Side Parties. The Firm does not currently represent, and has not in the recent past represented, MedVance Health Systems, Inc., Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, Whitaker, Poole & Simms LLP (counsel to the sellers), or any other seller-side party in connection with the Transaction or any other matter. The Firm is not aware of any relationship with any seller-side party that would give rise to a conflict of interest.
The Firm undertakes to promptly notify the Client of any conflict of interest or potential conflict of interest that arises during the course of the engagement. In the event such a conflict arises, the Firm will work with the Client to obtain appropriate informed written waivers or, if a conflict cannot be adequately addressed through waiver, will take such steps as are required by the New York Rules of Professional Conduct, which may include withdrawal from the representation.
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 obligations of confidentiality shall survive the termination or completion of this engagement.
In connection with the disclosures set forth in Section 7 above regarding Ridgeline National Bank, N.A., the Firm will maintain appropriate information barriers (including ethical screens, restricted access controls, and related administrative safeguards) as between personnel working on the Transaction and any personnel who may be engaged in unrelated representations of Ridgeline, to ensure that confidential information of the Client is not shared with attorneys or staff working on unrelated Ridgeline matters, and vice versa.
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 period, the Firm may destroy the Client's files in accordance with the Firm's standard records management policy, without further notice to the Client, unless the Client instructs the Firm otherwise in writing prior to the expiration of the retention period.
The Firm will return original documents to the Client upon the Client's written request at any time during or after the engagement. In the absence of such a request, original documents will be stored in accordance with the retention policy described above. The Client acknowledges that the Firm may retain copies of any documents returned to the Client, for the Firm's records and as may be required by the Firm's professional obligations.
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 such affiliated entities, and not to any individual partner, member, officer, director, employee, or portfolio company of Ardent Capital, unless separately agreed in writing by the Firm.
The Client's primary point of contact for the engagement shall be:
Graham Whitfield Managing Partner & Co-Founder Ardent Capital Management III LLC (acting in its capacity as General Partner of Ardent Capital Partners III LP) Tel: (212) 599-4100
Email: gwhitfield@ardentcapital.com
The following individuals are designated as additional authorized contacts for purposes of communicating with the Firm regarding the Transaction:
Priya Ranganathan Partner, Healthcare Investing Ardent Capital Management III LLC Tel: (212) 599-4112
Email: pranganathan@ardentcapital.com
Thomas Kearney Vice President, Healthcare Investing Ardent Capital Management III LLC Tel: (212) 599-4134
Email: tkearney@ardentcapital.com
The Firm is authorized to communicate with the above-designated contacts via unencrypted electronic mail (email) regarding matters related to the engagement. The Client acknowledges that the use of unencrypted email involves inherent risks, including the risk of interception, misdirection, or unauthorized access by third parties, and consents to the use of unencrypted email for communications with the designated contacts notwithstanding such risks. If the Client desires that certain communications be transmitted via encrypted or alternative secure channels, the Client should notify the Firm in writing, and the Firm will accommodate such requests to the extent reasonably practicable.
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 limitation shall not apply to claims arising from the Firm's willful misconduct or gross negligence.
In no event shall the Firm be liable to the Client for any consequential, incidental, indirect, special, or punitive damages of any kind, including without limitation lost profits, loss of business opportunity, diminution in value, or damages arising from business interruption, regardless of whether the Firm has been advised of the possibility of such damages or whether such damages were foreseeable.
The Client acknowledges that the limitations set forth in this Section 11 are a material inducement to the Firm's agreement to provide the services described in this Letter at the rates set forth herein, and that the allocation of risk reflected in this Section 11 is reasonable in light of the nature of the engagement and the fees to be charged.
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 alternative counsel, and to comply with any applicable tribunal requirements regarding withdrawal of counsel.
Upon termination of the engagement by either party, the Client shall remain responsible for the payment of all fees for services rendered and all expenses and disbursements incurred by the Firm through the date of termination. The Firm shall provide a final invoice to the Client within thirty (30) days following the effective date of termination.
The Firm reserves the right to withdraw from the representation as permitted by the New York Rules of Professional Conduct, including without limitation in the event of (i) nonpayment of fees or expenses that remains uncured after written notice and a reasonable opportunity to cure, (ii) the existence or emergence of a material conflict of interest that cannot be resolved through appropriate waivers, (iii) the Client's failure to cooperate with the Firm or to follow the Firm's advice on material matters relating to the engagement, or (iv) any other circumstance in which withdrawal is required or permitted under applicable professional responsibility rules.
The provisions of this Letter relating to payment of fees and expenses (Sections 3, 4, and 5), confidentiality (Section 8), document retention (Section 9), limitation of liability (Section 11), governing law and dispute resolution (Section 14), and the conflict waiver set forth in Section 7, shall survive the termination or completion of this engagement.
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 the Firm's attorneys regarding potential outcomes, strategies, or risks are based on professional judgment and experience and are not to be construed as warranties, guarantees, or binding predictions. The Client acknowledges and agrees that the Firm's obligation is to provide competent and diligent legal representation, not to achieve any particular result.
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's representation of the Client, or the fees charged in connection with such representation, including disputes regarding the formation, validity, interpretation, performance, breach, or termination of this Letter, shall be resolved exclusively by binding arbitration administered by JAMS in New York, New York, before a single arbitrator selected in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, subject to the limitations set forth in Section 11 of this Letter. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER OR THE FIRM'S REPRESENTATION OF THE CLIENT.
The prevailing party in any arbitration or related proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, in addition to any other relief to which it may be entitled.
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 inducements have been made by either party that are not set forth expressly in this Letter.
This Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by both the Firm and the Client. No failure or delay by either party in exercising any right, power, or privilege under this Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
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 appreciative of the opportunity to represent Ardent Capital in connection with the proposed acquisition of MedVance Health Systems, Inc. We have great confidence in the strength of our team and in our ability to deliver the legal counsel and transaction execution that the Client expects. We look forward to a successful collaboration on this Transaction and to continuing to build upon our longstanding relationship with Ardent Capital and its affiliates.
Please do not hesitate to contact Beatrice Holloway or James Prentice should you have any questions regarding this Letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
________________________________________
Beatrice Holloway Partner Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 455-7215
Email: bholloway@calderwoodharkness.com
________________________________________
James Prentice Partner (Billing) Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 455-7318
Email: jprentice@calderwoodharkness.com
ACKNOWLEDGED, AGREED, AND ACCEPTED:
By countersigning below, the undersigned hereby (i) confirms that it has read and understood the terms and conditions of this engagement letter, (ii) agrees to be bound by such terms and conditions, and (iii) consents to the Firm's prior and potentially future representation of Ridgeline National Bank, N.A. on matters unrelated to the Transaction, as described in Section 7 above.
________________________________________
Graham Whitfield Managing Partner & Co-Founder Ardent Capital Management III LLC, in its capacity as General Partner of Ardent Capital Partners III LP 599 Lexington Avenue, 34th Floor New York, NY 10022
Date: ________
Timekeeper Level | Hourly Rate
Partners | $1,475 – $1,850 per hour
Of Counsel / Senior Counsel | $1,225 – $1,450 per hour
Senior Associates (class of 2018 and prior) | $975 – $1,175 per hour
Mid-Level Associates (class of 2019–2021) | $825 – $975 per hour
Junior Associates (class of 2022 and after) | $625 – $825 per hour
Paralegals / Legal Assistants | $350 – $475 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED, AGREED, AND ACCEPTED:

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