Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time. "Advisers Act" means the Investment Advisers Act of 1940, as amende

Section 2.1 — Formation The Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware in accordance with the Act. The rights, obligations, powers, and liabilities of the Member shall be as provided in the Act, except as otherwise expressly provided in this Agreement. To the extent that the rights, obligations, powers, or

Section 2.2 — Name The name of the Company is "Ardent Capital Management LLC." The Company may conduct its business under such name or under any other name or names approved by the Board of Managers from time to time. The Board of Managers shall have the authority to change the name of the Company and to file or cause to be filed any amendments to the Certificate and any assumed name certificates or similar filings a

Section 2.3 — Principal Office The principal office of the Company is located at 590 Madison Avenue, 28th Floor, New York, New York 10022. The Board of Managers may change the principal office of the Company at any time and from time to time upon notice to the Member. The Company may maintain such additional offices at such other locations as the Board of Managers may from time to time determine to be necessary or ap

Section 2.4 — Registered Agent and Registered Office The registered agent of the Company for service of process in the State of Delaware is Prestige Registered Agents LLC, and the registered office of the Company in the State of Delaware is 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Board of Managers may change the registered agent or registered office of the Company from time to time in accordance wi

Section 2.5 — Term The Company shall have perpetual existence and shall continue in full force and effect until dissolved in accordance with Article XI of this Agreement and the applicable provisions of the Act. Neither the admission or withdrawal of any member, nor the Restructuring, nor the departure of any employee, officer, or personnel of the Company (including the departures of David Kellner and Joanna Trask) s

Section 2.6 — Purpose The Company is organized for the following purposes: (a) serving as the investment adviser and manager of the Fund and any successor fund, parallel fund, alternative investment vehicle, co-investment vehicle, or other affiliated investment vehicle sponsored by or affiliated with the Ardent platform; (b) registering and maintaining registration as an investment adviser under the Advisers Act with

Section 2.7 — Regulatory Status The Company is registered as an investment adviser with the SEC under the Advisers Act (CRD #298417). The Company shall at all times maintain such registration in good standing and shall comply with all applicable requirements of the Advisers Act, the rules and regulations promulgated thereunder, and applicable state securities laws. The Company shall file all required reports, returns

ARTICLE III — MEMBER; MEMBERSHIP INTERESTS

Section 3.1 — Sole Member Ardent Capital Holdings LLC is the sole member of the Company as of the Effective Date. HoldCo holds one hundred percent (100%) of the membership interests in the Company. The Prior Members — Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao — have each contributed and transferred all of their respective membership interests in the Company to HoldCo in connectio

Section 3.2 — Admission of Additional Members No additional members shall be admitted to the Company except with the prior written consent of HoldCo, in its capacity as the sole member. Any admission of additional members shall be conditioned upon (a) the execution by the proposed member of a joinder agreement or amendment to this Agreement, in form and substance satisfactory to HoldCo and the Board of Managers, (b)

Section 3.3 — Limited Liability The Member shall not be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. The Member's liability for the debts, obligations, and liabilities of the Company shall be limited to the fullest extent permitted by the Act, and the Member shall not be required to make

Section 3.4 — No Withdrawal The Member may not voluntarily withdraw from the Company except in connection with the dissolution and winding up of the Company in accordance with Article XI. Any purported withdrawal by the Member in contravention of this Section 3.4 shall be null and void and of no force or effect.

ARTICLE IV — CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS

Section 4.1 — Capital Contributions The Member's capital contribution to the Company consists of the membership interests in the Company previously held by the Prior Members and contributed and transferred by the Prior Members to HoldCo in connection with the Restructuring. The aggregate value of the membership interests so contributed shall be determined in accordance with the books and records of the Company as of

Section 4.2 — Capital Account A single capital account shall be maintained for the Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and the Code. The capital account shall be credited with the Member's capital contributions and the Member's allocable share of the Company's income and gains, and shall be debited with distributions made to the Member and the Member's allocable share of the Compan

Section 4.3 — Distributions — Generally The Board of Managers shall cause the Company to distribute available cash to the Member at such times and in such amounts as the Board of Managers determines in its sole discretion, subject to the Company's obligation to maintain adequate reserves for (a) Operating Expenses, (b) regulatory capital requirements, if any, (c) contingent liabilities, and (d) any other obligations

Section 4.4 — Management Fee Revenue and ManCo Profit Share (a) Management Fee Revenue. The Company receives Management Fee revenue from the Fund pursuant to the terms of the LPA and the management agreement between the Company and the Fund. As of the Effective Date, the Management Fee is calculated and payable as follows: (i) During the investment period of the Fund (which commenced on June 30, 2019 and is scheduled

Section 4.5 — Tax Distributions The Company shall make tax distributions to the Member in advance of quarterly estimated tax payment dates (generally April 15, June 15, September 15, and January 15 of the following year) in amounts reasonably estimated by the Board of Managers (in consultation with the Company's tax advisors) to be sufficient to cover the Member's estimated federal, state, and local tax liability ari

Section 4.6 — No Interest on Capital No interest shall accrue or be payable on the Member's capital contribution or capital account balance. No Member shall have the right to demand or receive any return of its capital contribution except as expressly provided in this Agreement.

ARTICLE V — MANAGEMENT AND GOVERNANCE

Section 5.1 — Board of Managers The business and affairs of the Company shall be managed by or under the direction of a Board of Managers. The Board of Managers shall be appointed by the Member (HoldCo) and shall consist of such number of Managers as the Member shall determine from time to time. As of the Effective Date, the initial Board of Managers shall consist of the following three (3) individuals: (a) Marcus Al

Section 5.2 — Powers of the Board The Board of Managers shall have full power and authority to manage the business and affairs of the Company and to take all actions that the Board deems necessary, appropriate, or advisable in furtherance of the Company's purposes, including without limitation the power and authority to: (a) direct and oversee the investment advisory activities of the Company on behalf of the Fund an

Section 5.3 — Action by the Board The Board of Managers shall act by the affirmative vote of a majority of the Managers then in office; provided, that any action requiring the consent of the Member under this Agreement or the Act shall also require such consent. The Board of Managers may act by unanimous written consent in lieu of a meeting, and any action so taken shall be as effective as if taken at a duly convened

Section 5.4 — Delegation The Board of Managers may delegate any of its powers and authority to one or more Officers, committees, employees, or agents of the Company, in each case subject to such limitations and conditions as the Board may determine and subject to appropriate oversight consistent with the Board's fiduciary obligations and the requirements of the Advisers Act. No delegation of authority shall relieve t

Section 5.5 — Compensation of Managers The Managers shall not receive separate compensation from the Company in their capacity as Managers of the Company. The compensation of Marcus Aldridge, Priya Narayanan, and Robert Hsiao for their services to the Company and the Ardent platform is governed by the Amended and Restated LLC Agreement of Ardent Capital Holdings LLC and the Management Fee Sharing and Profit Allocatio

Section 6.1 — Designation of Officers The Board of Managers may from time to time appoint one or more Officers of the Company, including without limitation a Chief Executive Officer, President, Chief Operating Officer, Chief Compliance Officer, Chief Financial Officer, General Counsel, Secretary, Treasurer, and such other officers with such titles, duties, and authority as the Board of Managers deems appropriate. Any

Section 6.2 — Initial Officers Effective as of the Effective Date, the initial Officers of the Company shall be as follows: (a) Chief Executive Officer: Marcus Aldridge; (b) President: Priya Narayanan; (c) Chief Financial Officer: As designated by the Board of Managers; and (d) Chief Compliance Officer: As designated by the Board of Managers, in compliance with Rule 206(4)-7 under the Advisers Act, which requires tha

Section 6.3 — Duties of Officers Each Officer shall perform such duties as are customary for his or her respective office and as may be assigned to such Officer from time to time by the Board of Managers. Each Officer shall, in the performance of his or her duties, act in good faith and in a manner he or she reasonably believes to be in the best interests of the Company. All Officers shall conduct themselves in compl

Section 6.4 — Removal and Resignation Any Officer may be removed by the Board of Managers at any time with or without cause, upon such terms as the Board may determine. Any Officer may resign at any time upon written notice delivered to the Board of Managers. Any such resignation shall be effective upon receipt of such notice by the Board, or at such later time as may be specified in the notice. The removal or resign

ARTICLE VII — INVESTMENT ADVISORY ACTIVITIES

Section 7.1 — Management Agreement with the Fund The Company serves as the investment adviser and manager of Ardent Capital Partners III LP, a Delaware limited partnership, pursuant to (a) the management agreement between the Company and the Fund and (b) the LPA. As of the Effective Date, the Fund has the following key characteristics: (i) Total Commitments: Two Billion Eight Hundred Million Dollars ($2,800,000,000),

Section 7.2 — Management Fees The Company is entitled to receive Management Fees from the Fund as compensation for its investment advisory and management services, calculated and payable as follows: (a) During the Investment Period: One and seventy-five hundredths percent (1.75%) per annum on the total committed capital of the Fund (Two Billion Eight Hundred Million Dollars ($2,800,000,000)), equaling approximately F

Section 7.3 — Other Advisory Activities In addition to its role as investment adviser and manager of the Fund, the Company may provide investment advisory, management, or consulting services to other investment vehicles sponsored by or affiliated with the Ardent platform, including without limitation any successor fund, parallel fund, alternative investment vehicle, or co-investment vehicle, subject in each case to (

Section 7.4 — Compliance with Side Letters The Company acknowledges that, as of the Effective Date, the Fund has entered into fourteen (14) side letters with various limited partners. Such side letters contain a range of provisions, including the following: (a) Most-Favored Nation (MFN) Rights: Eleven (11) side letters contain MFN clauses; (b) Expanded Key-Person Provisions: Six (6) side letters contain expanded key-

Section 8.1 — Designation of Key Personnel The following individuals are hereby designated as Key Personnel of the Company as of the Effective Date: (a) Marcus Aldridge — Co-Founder & Managing Partner; (b) Priya Narayanan — Co-Founder & Managing Partner; and (c) Robert Hsiao — Partner. Each Key Personnel member is expected to devote substantially all of his or her business time, attention, and efforts to the business

Section 8.2 — Relationship to LPA Key-Person Provisions

Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as "Key Persons" for purposes of the Fund's key-person provisions. A "Key Person Event" under Section 5.2 of the LPA is triggered if: (a) both Key Persons cease to devote substantially all of their business time and attention to the investment activities of the Fund; or (b) one Key Person ceases to devote substantially all of his or her business ti

Section 8.3 — Next-Generation Professionals The Board of Managers acknowledges the critical importance of succession planning and the integration of next-generation investment professionals into the leadership structure of the Company and the broader Ardent platform. In furtherance thereof: (a) Elena Marchetti (Principal, joined the Company in 2017) has been designated as a key contributor to the Company's investment

Section 8.4 — Departing Personnel (a) David Kellner. David Kellner has retired from the Company and the Ardent platform, effective March 31, 2024. In connection with his retirement, Mr. Kellner has transitioned to a Senior Advisor role pursuant to a Senior Advisor Agreement between Mr. Kellner and the Company, dated February 28, 2024, for a term of two (2) years at an annual advisory fee of Three Hundred Fifty Thousa

ARTICLE IX — TRANSFER RESTRICTIONS

Section 9.1 — Restrictions on Transfer The Member may not Transfer all or any portion of its membership interest in the Company without the prior written consent of the Board of Managers, except for: (a) a Transfer to any wholly owned subsidiary of the Member, provided that such subsidiary agrees in writing to be bound by the terms of this Agreement; or (b) a Transfer in connection with an internal restructuring of t

Section 9.2 — Compliance with LPA and Side Letters Any Transfer of membership interests in the Company, whether or not requiring consent of the Board of Managers under Section 9.1, must comply with the provisions of the LPA, including without limitation Section 8.3 thereof (Transfer of GP Interest), and any applicable side-letter provisions. The Company and the Member acknowledge that four (4) side letters — those en

Section 9.3 — Regulatory Approvals Any Transfer of membership interests in the Company that would result in a change of control of the Company within the meaning of the Advisers Act (including Section 205(a)(2) thereof) or the Investment Company Act of 1940, as amended, shall require, as a condition precedent to the consummation of such Transfer, (a) prior compliance with Rule 206(4)-7 under the Advisers Act and any

ARTICLE X — REGULATORY COMPLIANCE

Section 10.1 — SEC Registration The Company is registered as an investment adviser with the SEC under the Advisers Act, bearing CRD #298417. The Company shall maintain its SEC registration in good standing at all times and shall file all required amendments to Form ADV, including (a) annual amendments within ninety (90) days of the end of each Fiscal Year, and (b) interim amendments promptly (and in any event within

Section 10.2 — Compliance Policies and Procedures The Company shall adopt and maintain written compliance policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the rules and regulations promulgated thereunder, in accordance with Rule 206(4)-7. Such policies and procedures shall address, at a minimum, (a) portfolio management processes, (b) trading practices, (c) proprietar

Section 10.3 — Code of Ethics The Company shall adopt and maintain a written code of ethics in compliance with Rule 204A-1 under the Advisers Act. The code of ethics shall establish standards of conduct for all supervised persons and shall address, at a minimum, (a) personal securities transactions by supervised persons, including pre-clearance and reporting requirements, (b) gifts and entertainment, (c) outside busi

Section 10.4 — Books and Records The Company shall maintain books and records as required by Section 204 of the Advisers Act and Rule 204-2 thereunder. Such books and records shall include, without limitation, (a) journals, ledgers, and other accounting records, (b) communications relating to the Company's investment advisory business, (c) written agreements entered into by the Company, (d) partnership agreements and

Section 10.5 — Auditors and Tax Advisors The Company has engaged Heathrow Whitman & Co. as its independent auditor and tax advisor. The lead engagement partner is Paul Devereux, CPA, and the firm's office is located at 1345 Avenue of the Americas, 18th Floor, New York, New York 10105. Heathrow Whitman & Co. shall perform an annual audit of the Fund's financial statements in accordance with generally accepted auditing

Section 10.6 — Valuation The Company has engaged Broadleaf Consulting Group as its independent valuation advisor for the purpose of performing quarterly portfolio valuations of the Fund's investments. The lead contact at Broadleaf Consulting Group is Martin Schreiber, ASA, and the firm's office is located at 125 High Street, Suite 2800, Boston, Massachusetts 02110. Broadleaf Consulting Group shall provide independent

ARTICLE XI — DISSOLUTION AND WINDING UP

Section 11.1 — Events of Dissolution The Company shall be dissolved upon the occurrence of any of the following events: (a) the prior written consent of the Member to dissolve the Company; (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or (c) the occurrence of any other event requiring the dissolution of the Company under the Act that cannot be cured or avoided. For

Section 11.2 — Winding Up Upon the dissolution of the Company, the Board of Managers (or, if there is no Board of Managers, a liquidating trustee appointed by the Member) shall proceed to wind up the affairs of the Company. In connection with the winding up, the Board of Managers (or such liquidating trustee) shall: (a) cause the Company's assets to be liquidated in an orderly manner; (b) apply the proceeds of such l

Section 11.3 — Certificate of Cancellation Upon the completion of the winding up of the Company's affairs, the Board of Managers (or the liquidating trustee) shall cause a Certificate of Cancellation to be filed with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Act. Upon the effectiveness of the filing of the Certificate of Cancellation, the existence of the Company shall c

ARTICLE XII — INDEMNIFICATION AND EXCULPATION

Section 12.1 — Indemnification The Company shall indemnify and hold harmless the Member, each Manager, each Officer, and each employee and agent of the Company (each, an "Indemnified Person") from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursements, court costs, and costs of investigation) (collectively, "Losses") arising out of, in connect