Contract analysis
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Contract analysis / gp-member-consent-resolutions.docx
gp-member-consent-resolutions.docx
High · 2
Medium · 1
Standard · 2
I. Legal Counsel. Calderwood & Harkness LLP has been engaged as restructuring counsel for
High
⚑ Indemnity / guarantee obligation
I. Legal Counsel. Calderwood & Harkness LLP has been engaged as restructuring counsel for the Company in connection with the Restructuring. The engagement is led by Nicholas Stern, Responsible Partner, and supported by Graham Sutherland, Billing Partner; Owen Fischer, Lead Associate; Stephen Adler, Working Associate; and Sylvia Hartwell, Specialist Partner (Tax). Whitford & Chase LLP has been separately retained by t
1. Certificate of Formation — Ardent Capital Holdings LLC;
1. Certificate of Formation — Ardent Capital Holdings LLC;
2. Certificate of Formation — Ardent GP Intermediate LLC;
2. Certificate of Formation — Ardent GP Intermediate LLC;
3. Amended and Restated Limited Liability Company Agreement — Ardent Capital Holdings LLC
3. Amended and Restated Limited Liability Company Agreement — Ardent Capital Holdings LLC (Exhibit A);
4. Limited Liability Company Agreement — Ardent GP Intermediate LLC (Exhibit B);
4. Limited Liability Company Agreement — Ardent GP Intermediate LLC (Exhibit B);
5. Second Amended and Restated Limited Liability Company Agreement — Ardent Capital GP II
High
⚑ Indemnity / guarantee obligation
5. Second Amended and Restated Limited Liability Company Agreement — Ardent Capital GP III LLC, reflecting the withdrawal of Kellner and Trask as Members, the admission of GP Intermediate as the sole member, the updated general partner commitment allocation, updated indemnification provisions, and conforming changes corresponding to Sections 8.3 and 9.7 of the LPA;
6. Second Amended and Restated Limited Liability Company Agreement — Ardent Capital Manag
Standard
⚑ Commercial term
6. Second Amended and Restated Limited Liability Company Agreement — Ardent Capital Management LLC (SEC CRD #298417), reflecting HoldCo as the sole member, revised management fee profit distribution provisions, updated key-personnel provisions, and other conforming changes;
7. Amended and Restated Carried Interest Allocation Agreement (Exhibit C);
7. Amended and Restated Carried Interest Allocation Agreement (Exhibit C);
8. Management Fee Sharing and Profit Allocation Agreement (Exhibit D);
Standard
⚑ Commercial term
8. Management Fee Sharing and Profit Allocation Agreement (Exhibit D);
9. Revised Co-Investment Allocation Policy (Exhibit E);
9. Revised Co-Investment Allocation Policy (Exhibit E);
10. Separation and Release Agreement — David Kellner (Exhibit F);
10. Separation and Release Agreement — David Kellner (Exhibit F);
11. Senior Advisor Agreement — David Kellner (Exhibit G);
11. Senior Advisor Agreement — David Kellner (Exhibit G);
12. Separation and Release Agreement — Joanna Trask (Exhibit I);
12. Separation and Release Agreement — Joanna Trask (Exhibit I);
13. Carry Retention and Clawback Side Letter — David Kellner (Exhibit H);
13. Carry Retention and Clawback Side Letter — David Kellner (Exhibit H);
14. Carry Retention and Clawback Side Letter — Joanna Trask (Exhibit J); and
14. Carry Retention and Clawback Side Letter — Joanna Trask (Exhibit J); and
15. Any and all ancillary documents, instruments, certificates, resolutions, consents, an
Medium
⚑ Liability cap to check against exposure
15. Any and all ancillary documents, instruments, certificates, resolutions, consents, and agreements as may be necessary or desirable to effectuate the Restructuring, including without limitation any filings with the Delaware Secretary of State, the Securities and Exchange Commission, state regulatory authorities, and any other governmental bodies. Resolution 6 — Approval of Amendment No. 1 to the LPA RESOLVED, that