Contract analysis

ARTICLE I — DEFINITIONS; AMENDMENTS TO DEFINED TERMS

Section 1.1 — Amendment to the Definition of "General Partner" The definition of "General Partner" set forth in Section 1.1 of the Partnership Agreement is hereby deleted in its entirety and replaced with the following: "General Partner" means Ardent Capital GP III LLC, a Delaware limited liability company, whose sole member is Ardent GP Intermediate LLC, a Delaware limited liability company ("GP Intermediate"), whic

Section 1.2 — Amendment to the Definition of "Management Company" The definition of "Management Company" set forth in Section 1.1 of the Partnership Agreement is hereby deleted in its entirety and replaced with the following: "Management Company" means Ardent Capital Management LLC, a Delaware limited liability company registered as an investment adviser with the SEC (CRD #298417), whose sole member is Ardent Capital

Section 1.3 — Amendment to the Definition of "Key Persons" The definition of "Key Persons" set forth in Section 1.1 of the Partnership Agreement is hereby amended and restated in its entirety as follows: "Key Persons" means Marcus Aldridge and Priya Narayanan, each of whom shall devote substantially all of his or her business time and attention to the affairs of the Fund during the Investment Period and, thereafter,

Section 1.4 — New Defined Term: "HoldCo" The following new defined term is hereby added to Section 1.1 of the Partnership Agreement: "HoldCo" means Ardent Capital Holdings LLC, a Delaware limited liability company formed on March 1, 2024, with a Certificate of Formation filed with the Secretary of State of the State of Delaware (File No. 7948231) and bearing Employer Identification Number 93-1847225. The registered a

Section 1.5 — New Defined Term: "GP Intermediate" The following new defined term is hereby added to Section 1.1 of the Partnership Agreement: "GP Intermediate" means Ardent GP Intermediate LLC, a Delaware limited liability company formed on March 1, 2024, with a Certificate of Formation filed with the Secretary of State of the State of Delaware (File No. 7948237) and bearing Employer Identification Number 93-1847231.

Section 1.6 — New Defined Term: "HoldCo Members" The following new defined term is hereby added to Section 1.1 of the Partnership Agreement: "HoldCo Members" means the members of HoldCo from time to time. As of the Amendment Effective Date, the HoldCo Members and their respective membership interests in HoldCo are as follows: (a) Marcus Aldridge — 42%; (b) Priya Narayanan — 36%; (c) Robert Hsiao — 14%; (d) Elena Marc

Section 1.7 — Amendment to the Definition of "GP Commitment" The definition of "GP Commitment" set forth in Section 1.1 of the Partnership Agreement is hereby amended and restated in its entirety as follows: "GP Commitment" means the aggregate capital commitment of the General Partner to the Fund, which is Forty-Two Million Dollars ($42,000,000), equal to 1.5% of the total capital commitments of the Partnership of Tw

Section 1.8 — Amendment to the Definition of "Principals" The definition of "Principals" set forth in Section 1.1 of the Partnership Agreement is hereby deleted in its entirety and replaced with the following: "Principals" means the HoldCo Members, being Marcus Aldridge, Priya Narayanan, Robert Hsiao, Elena Marchetti, and Samuel Okonkwo. For the avoidance of doubt, David Kellner and Joanna Trask are hereby removed fr

Section 1.9 — Other Conforming Definitional Changes Any other defined terms in the Partnership Agreement that reference the individual principals (including, without limitation, Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao) as direct owners, equity holders, or members of the General Partner or the Management Company shall be deemed amended to refer to the applicable ownership struct

ARTICLE II — AMENDMENTS TO SECTION 5.2 (KEY PERSON)

Section 2.1 — Key Person Event Definition

Section 5.2 of the Partnership Agreement is hereby amended to clarify the following: (a) The designated Key Persons under the Partnership Agreement remain Marcus Aldridge and Priya Narayanan. No change has been made to the identity of the Key Persons as a result of the Restructuring or this Amendment. (b) A "Key Person Event" under Section 5.2 of the Partnership Agreement shall be triggered if either (i) both Key Per

Section 2.2 — Contributing Persons The General Partner acknowledges that certain side letters entered into in connection with the Fund's closings contain "expanded key person" or "additional key person" provisions that designate David Kellner as a "Contributing Person" (or similar designation) in addition to the designated Key Persons under the Partnership Agreement. As of the date hereof, the General Partner has ide

Section 2.3 — Suspension Rights The General Partner acknowledges that three (3) side letters entered into in connection with the Fund's closings grant the applicable limited partners a right to request a suspension of the Investment Period for a period of up to ninety (90) days pending LPAC review and consultation upon the departure of a Contributing Person, as defined in such side letters. The General Partner hereby

ARTICLE III — AMENDMENTS TO SECTION 8.3 (TRANSFER OF GP INTEREST)

Section 3.1 — Permitted Transfers and Restructuring

Section 8.3 of the Partnership Agreement is hereby amended to provide as follows: (a) The transfer of the membership interests in the General Partner from the five (5) individual principals (Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao) to Ardent GP Intermediate LLC, as the sole member of the General Partner, in connection with the Restructuring constitutes a "Permitted Transfer" un

Section 3.2 — Future Transfers Notwithstanding the provisions of Section 3.1 above, any future transfer, assignment, pledge, encumbrance, hypothecation, or other disposition (whether voluntary or involuntary, by operation of law or otherwise) of the general partner interest in the Partnership held by Ardent Capital GP III LLC, or any change in control of the General Partner, HoldCo, or GP Intermediate, shall continue

Section 3.3 — Representations Regarding the Restructuring In connection with the amendments set forth in this Article III, the General Partner hereby represents and warrants to the Partnership and the limited partners as follows: (a) Ardent GP Intermediate LLC is a duly organized and validly existing Delaware limited liability company and is a wholly owned subsidiary of HoldCo. GP Intermediate has no members other th

ARTICLE IV — AMENDMENTS TO SECTION 9.4 (LPAC CONSENT)

Section 4.1 — LPAC Consent for Restructuring

Section 9.4 of the Partnership Agreement is hereby amended and restated to confirm that the consent of the LPAC shall be required for any of the following actions: (a) Any material change in the management structure of the Fund, including, without limitation, any change in the ownership structure, equity composition, or control of the General Partner, HoldCo, GP Intermediate, or the Management Company, whether effect

Section 4.2 — LPAC Composition The LPAC as of the Amendment Effective Date consists of duly appointed representatives of the following limited partners: (a) Ridgeline Public Employees' Retirement System (contact: Thomas Engström, Chief Investment Officer), holding a capital commitment to the Fund of Two Hundred Twenty-Five Million Dollars ($225,000,000); (b) Crestwood Endowment Partners (contact: Annika Johansson, Di

Section 4.3 — Future LPAC Consent Provisions

Section 9.4 of the Partnership Agreement is hereby further amended to add the following additional provisions: (a) Any future change in the identity or composition of the HoldCo Members that would result in a "change in control" of HoldCo (as defined in Section 3.2 of this Amendment) shall require the prior written consent of the LPAC, which consent may be granted or withheld in the LPAC's sole discretion. (b) The Ge

ARTICLE V — AMENDMENTS TO GP COMMITMENT PROVISIONS

Section 5.1 — GP Commitment Amount The total GP Commitment remains Forty-Two Million Dollars ($42,000,000), equal to 1.5% of total capital commitments of Two Billion Eight Hundred Million Dollars ($2,800,000,000). This Amendment does not increase or decrease the aggregate GP Commitment. As of the Amendment Effective Date, Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000) of the GP Commitment has been fu

Section 5.2 — Assumption of Departing Principals' Unfunded Commitments In connection with the Restructuring and the departures of David Kellner and Joanna Trask, the unfunded portions of the GP Commitment previously attributable to such departing principals have been reallocated to the HoldCo Members as follows: (a) David Kellner's GP Commitment. David Kellner's total GP Commitment allocation was Six Million Three Hu

Section 5.3 — No Change to LP Commitments or Obligations This Amendment does not alter, modify, reduce, increase, or otherwise affect (a) any limited partner's capital commitment to the Fund, (b) any limited partner's obligation to fund capital calls in response to drawdown notices issued by the General Partner, (c) any limited partner's right to receive distributions (including distributions of current income, retur

ARTICLE VI — ADDITIONAL CONFORMING AMENDMENTS

Section 6.1 — Section 9.7 (Removal of General Partner)

Section 9.7 of the Partnership Agreement (Removal of General Partner) is hereby amended to clarify the following: (a) The removal provisions set forth in Section 9.7 apply to Ardent Capital GP III LLC as the general partner entity of the Partnership. The interposition of HoldCo and GP Intermediate in the ownership chain of the General Partner does not alter, diminish, or otherwise affect the limited partners' rights

Section 6.2 — Carried Interest Provisions The carried interest provisions of the Partnership Agreement, including without limitation the carried interest rate, the preferred return, the catch-up provisions, and the clawback obligations, are not modified by this Amendment. For the avoidance of doubt, the following terms remain in effect: (a) Carried Interest Rate. The General Partner (or its designee) is entitled to r

Section 6.3 — Management Fee Provisions The management fee provisions of the Partnership Agreement remain unchanged by this Amendment. The Management Fee continues to be calculated and payable as follows: (a) During the Investment Period (through June 30, 2025): The Management Fee is 1.75% per annum of aggregate committed capital of the Partnership ($2,800,000,000), resulting in an annual Management Fee of Forty-Nine

Section 6.4 — Fund Term The term of the Fund, as set forth in Section 10.1 of the Partnership Agreement, is not modified by this Amendment. The Fund term expires on December 31, 2029, subject to two (2) successive one-year extensions at the sole discretion of the General Partner, which would extend the Fund term to December 31, 2030 and December 31, 2031, respectively. The General Partner confirms that it has not exe

Section 6.5 — Organizational Chart An updated organizational chart reflecting the post-Restructuring corporate and ownership structure of the Fund, the General Partner, HoldCo, GP Intermediate, and the Management Company is attached hereto as Exhibit A and incorporated herein by reference. The organizational chart is provided for informational and illustrative purposes only and shall not be deemed to modify, suppleme

ARTICLE VII — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER The General Partner hereby represents and warrants to the Partnership and the limited partners as follows, as of the Amendment Effective Date:

Section 7.1 — Authorization The execution and delivery of this Amendment by the General Partner, and the consummation of the transactions contemplated hereby (including the Restructuring), have been duly authorized by all necessary corporate, limited liability company, and partnership action on the part of the General Partner, including the written consent of all of its members as constituted immediately prior to the

Section 7.2 — LPAC Consent The General Partner represents and warrants that the LPAC was duly notified of the Restructuring and the proposed amendments to the Partnership Agreement by formal letter dated February 5, 2024, delivered by email and by overnight courier to each LPAC representative at the address set forth in the Partnership records. The LPAC convened a duly noticed meeting on February 14, 2024, at which a

Section 7.3 — No Key Person Event The General Partner represents and warrants that the Restructuring, including the interposition of HoldCo and GP Intermediate in the ownership chain of the General Partner, and the departures of David Kellner and Joanna Trask from their respective positions with the General Partner and the Management Company, do not constitute, individually or in the aggregate, a "Key Person Event" u

Section 7.4 — Compliance with Side Letters The General Partner represents and warrants that the Restructuring has been, and this Amendment has been prepared and will be implemented, in compliance with the terms and conditions of the fourteen (14) side letters entered into by the General Partner with certain limited partners in connection with the Fund's initial closing and subsequent closings. Without limiting the ge

Section 7.5 — No Material Adverse Change The General Partner represents and warrants that, since September 30, 2023 (the date of the most recent quarterly valuation of the Fund's portfolio), there has been no material adverse change in the financial condition, results of operations, business, assets, or prospects of the Fund or any of its eleven (11) active portfolio companies that would reasonably be expected to hav

Section 7.6 — Regulatory Compliance The General Partner represents and warrants as follows with respect to regulatory compliance: (a) Ardent Capital Management LLC has filed, or will file, an amendment to its Form ADV (Parts 1 and 2) with the SEC to reflect the Restructuring, including the change in ownership of the Management Company from direct individual ownership to ownership by HoldCo. Such amendment was filed w

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Effect of Amendment Except as expressly amended, modified, or supplemented by this Amendment, the Partnership Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. All references in the Partnership Agreement to "this Agreement," "hereof," "herein," "hereunder," or words of similar import shall, from and after the Amendment Effective Date, be deemed to refe

Section 8.2 — Governing Law This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including the DRULPA), without regard to the conflicts of laws principles thereof that would result in the application of the laws of any other jurisdiction.

Section 8.3 — Counterparts This Amendment may be executed in one or more counterparts, including by facsimile or portable document format (.pdf) transmission, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or by electronic mail in portable document format (.pdf) sh

Section 8.4 — Severability If any provision of this Amendment, or the application of any such provision to any person or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Amendment shall continue in full force and effect, and the application of such provision to other persons or circumstances shall not be affected thereby. The p

Section 8.5 — Entire Agreement This Amendment, together with the Partnership Agreement (as amended hereby), the side letters, and the other documents and agreements referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, discussions, negotiations, representations, and understandings, whether oral or written,

Section 8.6 — Binding Effect This Amendment shall be binding upon and inure to the benefit of the General Partner, the Partnership, and all limited partners of the Partnership, and their respective successors, assigns, heirs, executors, administrators, and legal representatives, in accordance with the terms of the Partnership Agreement.

Section 8.7 — Notice All notices, requests, demands, consents, and other communications required or permitted to be given under the Partnership Agreement shall continue to be delivered in accordance with the notice provisions set forth in Section 11.2 of the Partnership Agreement. The principal office address of the Fund and the General Partner for purposes of the notice provisions remains: Ardent Capital Partners II

Section 8.8 — LP Notification The General Partner confirms that all forty-seven (47) limited partners of the Fund will be notified of this Amendment and the Restructuring by formal letter to be sent by email and overnight courier on or about March 5, 2024. Such notification letter shall include a copy of this Amendment (including all Exhibits hereto), a summary description of the Restructuring and the changes effecte