Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accrued Carry" means the carried interest accrued by the Company in respect of the Fund as of any given date of determination. As of September 30, 2023, the Accrued Carry was approximately Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000). "Agreement" means this Second Amended and Restate

Section 1.2 — Interpretation In this Agreement, unless the context otherwise requires: (a) The terms "hereof," "herein," "hereunder," "hereby," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof. (b) References to any Article, Section, Exhibit, or Schedule are to the Article, Section, Exhibit, or Schedule of this Agreement unless otherwise sp

Section 2.1 — Formation The Company was formed as a limited liability company under the Delaware Act pursuant to the Certificate of Formation filed with the Secretary of State of the State of Delaware. The rights, powers, duties, obligations, and liabilities of the Member and the Managing Officers shall be as provided in the Delaware Act, except as otherwise provided in this Agreement. To the extent that any provisio

Section 2.2 — Name The name of the Company is "Ardent Capital GP III LLC." The business of the Company shall be conducted under such name or such other name or names as the Managing Officers may from time to time determine, provided that any change of name shall comply with the requirements of the Delaware Act and shall be reflected in an appropriate amendment to the Certificate.

Section 2.3 — Registered Office and Agent The registered office of the Company in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904, and the registered agent of the Company for service of process at such address is Prestige Registered Agents LLC. The Managing Officers may change the registered office and the registered agent of the Company from time to time in accordance with t

Section 2.4 — Purpose The purpose of the Company is: (a) To serve as the sole general partner of the Fund; (b) To make and manage investments in middle-market industrial and business-services companies on behalf of the Fund, in accordance with the investment strategy, objectives, and guidelines set forth in the LPA and the Private Placement Memorandum of the Fund; (c) To make capital contributions to the Fund in the

Section 2.5 — Term The Company shall continue in existence until dissolved in accordance with Article X of this Agreement. The Company's continued existence is anticipated at least through the Fund Term, which expires on December 31, 2029, subject to two successive one-year extensions at the discretion of the Company acting as General Partner of the Fund. Nothing in this Section 2.5 shall be construed to limit the ri

Section 2.6 — Title to Property All property owned by the Company, whether real or personal, tangible or intangible, shall be owned by the Company as an entity, and no Member shall have any individual ownership interest in any Company property by reason of being a Member of the Company. The Member's interest in the Company shall constitute personal property of the Member.

ARTICLE III — MEMBER; ADMISSION AND WITHDRAWAL

Section 3.1 — Sole Member As of the Effective Date, the sole member of the Company is Ardent GP Intermediate LLC. GP Intermediate holds one hundred percent (100%) of the membership interests in the Company. GP Intermediate was admitted as the sole Member of the Company upon the withdrawal of all Original Members as direct members and the execution of this Agreement. The Member Schedule attached hereto as Exhibit A se

Section 3.2 — Withdrawal of Departing Members (a) David Kellner. David Kellner withdrew as a member of the Company effective as of March 31, 2024, in connection with his retirement from the Ardent Capital platform. The rights and obligations of Mr. Kellner in respect of his withdrawal are governed by (i) the Separation and Release Agreement, dated as of February 28, 2024, by and between Mr. Kellner and the Company, a

Section 3.3 — Withdrawal of Remaining Original Members Marcus Aldridge, Priya Narayanan, and Robert Hsiao each withdrew as a direct member of the Company on the Effective Date. In connection with their withdrawal, each such individual contributed his or her respective membership interest in the Company to HoldCo, which holds such interests indirectly through GP Intermediate. The economic rights of each such individua

Section 3.4 — Admission of Additional Members No additional members shall be admitted to the Company without the prior written consent of the Member and compliance with the LPA, including, without limitation, Section 8.3 of the LPA regarding Transfer of the GP Interest, and any applicable requirements for LPAC consent under Section 9.4 of the LPA. Any Person admitted as an additional member shall execute a Joinder Ag

Section 3.5 — No Resignation The Member may not resign or withdraw from the Company except (a) as provided in Article X of this Agreement in connection with the dissolution of the Company, or (b) with the prior written consent of the LPAC pursuant to Section 9.4 of the LPA. Any purported resignation or withdrawal by the Member in violation of this Section 3.5 shall be void and of no force or effect.

ARTICLE IV — CAPITAL CONTRIBUTIONS AND GP COMMITMENT

Section 4.1 — GP Commitment The Company has committed to contribute Forty-Two Million Dollars ($42,000,000) to the Fund as the GP Commitment, representing one and one-half percent (1.5%) of the total capital commitments to the Fund of Two Billion Eight Hundred Million Dollars ($2,800,000,000). As of the Effective Date, Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000) of the GP Commitment has been funde

Section 4.2 — Funded Amounts Attributable to Departing Members The GP Commitment allocation attributable to each Departing Member, and the funded and unfunded portions thereof, are as follows: (a) David Kellner. Mr. Kellner's total GP Commitment share was Six Million Three Hundred Thousand Dollars ($6,300,000), representing fifteen percent (15%) of the aggregate GP Commitment of Forty-Two Million Dollars ($42,000,000

Section 4.3 — Assumption of Unfunded Departing Commitment The aggregate unfunded GP Commitment of the Departing Members in the amount of Three Million Four Hundred Two Thousand Dollars ($3,402,000) shall be assumed by the remaining HoldCo members through GP Intermediate. Such unfunded commitment shall be allocated among the HoldCo members pro rata based on their respective HoldCo membership percentages as follows: An

Section 4.4 — Capital Accounts A capital account shall be maintained for the Member in accordance with the applicable provisions of the Code and the Treasury Regulations, including Sections 704(b) and 704(c) thereof and the Treasury Regulations promulgated thereunder. The capital account of the Member shall reflect all capital contributions made by the Member to the Company, all allocations of income, gain, loss, ded

Section 4.5 — No Interest on Capital No interest shall be paid on any capital contributions made by the Member to the Company. Nothing in this Agreement shall be construed to create an obligation of the Company to pay interest on any amount held in or credited to the capital account of the Member.

Section 4.6 — Return of Capital No Member shall have the right to demand or receive the return of all or any portion of its capital contributions to the Company, except upon dissolution and winding up of the Company in accordance with Article X or as otherwise expressly provided in this Agreement. No Member shall have priority over any other Member with respect to the return of capital contributions, it being underst

ARTICLE V — ALLOCATIONS AND DISTRIBUTIONS

Section 5.1 — Allocations of Net Income and Net Loss All items of income, gain, loss, deduction, and credit of the Company for each fiscal year (or other applicable period) shall be allocated to the Member in accordance with its membership interest, which, as of the Effective Date, is one hundred percent (100%) to GP Intermediate. All such allocations shall be made in a manner consistent with Sections 704(b) and 704(

Section 5.2 — Carried Interest Allocations (a) Entitlement. The Company, in its capacity as the sole general partner of the Fund, is entitled to receive carried interest from the Fund equal to twenty percent (20%) of net profits of the Fund, subject to an eight percent (8%) preferred return to the limited partners and a full catch-up allocation to the Company, as set forth in Article VII of the LPA. (b) Distribution

Section 5.3 — Clawback Obligations (a) The Company's clawback obligation under Section 7.6 of the LPA is one hundred percent (100%) of carried interest distributions received by the Company, and such obligation is joint and several among the Carry Recipients to the extent of their respective carried interest allocations. (b) Each Carry Recipient shall maintain an individual escrow account in an amount equal to thirty

Section 5.4 — Distributions Cash distributions shall be made to the Member at such times and in such amounts as determined by the Managing Officers in their sole discretion, subject to applicable law, the terms of the LPA, and the maintenance of adequate reserves for the Company's operations, obligations, and liabilities (including the Clawback Obligation). Distributions in respect of carried interest shall be made p

Section 5.5 — Tax Distributions The Company shall make tax distributions to the Member in amounts sufficient to cover the estimated federal, state, and local income tax liability of the Member (and, indirectly, the members of HoldCo) arising from allocations of taxable income by the Company, computed using the highest applicable combined marginal rate for individuals resident in New York, New York. Tax distributions

ARTICLE VI — MANAGEMENT AND GOVERNANCE

Section 6.1 — Management by Managing Officers The business and affairs of the Company shall be managed by the Managing Officers. As of the Effective Date, the Managing Officers are: (a) Marcus Aldridge, Co-Founder and Managing Partner; and (b) Priya Narayanan, Co-Founder and Managing Partner. The Managing Officers shall have full power and authority to manage and control the business and affairs of the Company and to

Section 6.2 — Authority of Managing Officers (a) General Authority. Each Managing Officer shall have the authority to bind the Company and to execute and deliver any documents, agreements, instruments, certificates, and other writings on behalf of the Company, including, without limitation, subscription agreements, side letters, portfolio company acquisition and disposition documents, financing agreements, service pr

Section 6.3 — Officers The Managing Officers may appoint officers of the Company, including a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Managing Officers may from time to time determine. Each officer shall hold office until his or her successor is appointed or until his or her earlier resignation, removal, or death. As of the Effective Date, the officers of the C

Section 6.4 — Role of Member As the sole member of the Company, GP Intermediate (acting at the direction of HoldCo) shall have the following rights: (a) To appoint and remove the Managing Officers of the Company; (b) To approve any amendment, modification, or restatement of this Agreement; (c) To approve the dissolution of the Company in accordance with Article X; (d) To approve the admission of any additional member

Section 6.5 — Key Persons (a) The Key Persons of the Fund are Marcus Aldridge and Priya Narayanan, as designated in Section 5.2 of the LPA. The Key Persons are required to devote substantially all of their business time and attention to the affairs of the Fund during the Investment Period and, thereafter, to the management and disposition of the Fund's portfolio and the winding up of the Fund's affairs. (b) A "Key Pe

Section 6.6 — Reliance on Ardent Capital Management LLC The Company shall be entitled to rely on the investment recommendations, due diligence analyses, portfolio monitoring, operational support, and administrative services of Ardent Capital Management LLC (CRD #298417) in fulfilling its duties and obligations as the sole general partner of the Fund. The Company may enter into management, advisory, or services agreem

ARTICLE VII — TRANSFER OF INTERESTS

Section 7.1 — Restrictions on Transfer The Member may not transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of (each, a "Transfer") all or any portion of its membership interest in the Company without: (a) The prior written consent of both Managing Officers; (b) Compliance with Section 8.3 of the LPA regarding Transfer of the GP Interest, including any requirement for the consent of limited

Section 7.2 — Permitted Transfers Notwithstanding Section 7.1, Transfers by the Member to HoldCo or to any entity that is a direct or indirect wholly owned subsidiary of HoldCo shall be permitted without further consent of the Managing Officers, provided that (a) such Transfer does not trigger a Key Person Event under Section 5.2 of the LPA, (b) such Transfer does not violate any provision of the LPA or any applicabl

Section 7.3 — Conditions to Transfer (a) As a condition to any proposed Transfer (other than a Permitted Transfer under Section 7.2), the proposed transferee must execute and deliver to the Company a written Joinder Agreement in substantially the form attached hereto as Exhibit D, pursuant to which such transferee agrees to be bound by all of the terms, conditions, and obligations of this Agreement. (b) The Managing

Section 7.4 — Effect of Transfer Upon the consummation of a permitted Transfer and the satisfaction of all conditions set forth in this Article VII, the transferee shall be admitted to the Company as a substitute member, and the transferor's membership interest (or the portion thereof so transferred) shall be assigned to and held by the transferee, who shall succeed to all of the rights and obligations of the transfe

ARTICLE VIII — REMOVAL OF GENERAL PARTNER

Section 8.1 — Removal Provisions The Company may be removed as the sole general partner of the Fund only in accordance with Section 9.7 of the LPA. The removal provisions of Section 9.7 of the LPA are hereby incorporated by reference into this Agreement as if set forth in full herein. Without limiting the generality of the foregoing, the parties acknowledge that Section 9.7 of the LPA provides for removal of the gene

Section 8.2 — Effect of Removal Upon the removal of the Company as the sole general partner of the Fund in accordance with Section 9.7 of the LPA, the Company shall cooperate fully with any successor general partner and shall promptly deliver to such successor general partner all books, records, documents, and Fund property in the Company's possession or control. The Company shall execute and deliver such documents a

Section 8.3 — No Voluntary Withdrawal The Company shall not voluntarily withdraw, resign, or retire as the sole general partner of the Fund without (a) the prior written consent of limited partners holding a majority in interest (i.e., more than fifty percent (50%) of the aggregate capital commitments of the limited partners), and (b) the prior written approval of the LPAC. Any purported voluntary withdrawal by the C

ARTICLE IX — INDEMNIFICATION AND EXCULPATION

Section 9.1 — Covered Persons As used in this Article IX, the term "Covered Persons" shall include each of the following: (a) The Member (GP Intermediate); (b) The Managing Officers (Marcus Aldridge and Priya Narayanan); (c) Any current or former officer, director, employee, or agent of the Company; (d) Any current or former member of the Company, including, without limitation, each of the Original Members (Marcus Al

Section 9.2 — Indemnification To the fullest extent permitted by applicable law, including the Delaware Act, the Company shall indemnify, defend, and hold harmless each Covered Person from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys' fees and disbursements), judgments, fines, penalties, settlements, and other amounts (collectively, "Losses") arising from or r

Section 9.3 — Exculpation No Covered Person shall be liable, responsible, or accountable in damages or otherwise to the Company, the Member, any limited partner of the Fund, or any other Person for any act or omission taken or suffered by such Covered Person in good faith and reasonably believed to be in, or not opposed to, the best interests of the Company and the Fund, provided that such act or omission does not co

Section 9.4 — Advancement of Expenses The Company shall advance expenses (including reasonable attorneys' fees and disbursements) to any Covered Person in connection with the defense of any Proceeding prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of such Covered Person to repay such amounts if it is ultimately determined by a court of competent jurisdiction (from which no furt

Section 9.5 — Insurance The Company may purchase and maintain, at the expense of the Company or the Fund (as permitted under the LPA), insurance policies on behalf of any Covered Person against any liability asserted against or incurred by such Covered Person in connection with the Company's business, affairs, or operations, regardless of whether the Company would have the power to indemnify such Covered Person again

Section 9.6 — Survival The indemnification and exculpation provisions of this Article IX shall survive (a) the withdrawal, resignation, or removal of any member, Managing Officer, or other Covered Person, (b) the dissolution, winding up, and termination of the Company, and (c) the termination of this Agreement. The rights of any Covered Person under this Article IX shall inure to the benefit of such Covered Person's

ARTICLE X — DISSOLUTION AND WINDING UP

Section 10.1 — Events of Dissolution The Company shall be dissolved upon the first to occur of any of the following events: (a) A determination by the Member, in its sole discretion, to dissolve the Company, effected by a written instrument executed by an authorized representative of the Member; (b) The entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act; (c) The terminat

Section 10.2 — Winding Up Upon dissolution of the Company pursuant to Section 10.1, the Managing Officers (or, if no Managing Officers are then serving, a liquidating trustee appointed by the Member) shall wind up the affairs of the Company. In winding up the affairs of the Company, the assets of the Company shall be distributed in the following order of priority: (i) First, to the payment of all debts and liabilitie

Section 10.3 — Cancellation of Certificate Upon the completion of the winding up and distribution of the assets of the Company, the Managing Officers (or liquidating trustee) shall cause the Certificate of Formation to be cancelled by filing a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Delaware Act. Upon the filing of such Certificate of C

Section 11.1 — Tax Classification For so long as GP Intermediate is the sole member of the Company, the Company shall be treated as an entity disregarded as separate from its owner for federal and applicable state and local income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1)(ii). The Company shall not file an election to be treated as an association taxable as a corporation for federal income

Section 11.2 — Tax Returns and Filings The Managing Officers shall cause all required federal, state, and local tax returns, information returns, and other filings to be prepared and filed on behalf of the Company in a timely manner, including any extensions. The preparation and filing of such returns shall be coordinated with Heathrow Whitman & Co., the auditor and tax advisor to the Fund (lead engagement partner: P

Section 11.3 — Tax Matters Partner / Partnership Representative To the extent that the Company is at any time treated as a partnership for federal income tax purposes (including as a result of the admission of additional members), Marcus Aldridge shall serve as the "partnership representative" of the Company within the meaning of Section 6223 of the Code and the Treasury Regulations promulgated thereunder. The partne