Contract analysis

I. The Limited Partner Advisory Committee of the Fund (the "LPAC") consented to the Restructuring on February 14, 2024 pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of the Fund dated as of June 30, 2019 (as amended, the "LPA"). Amendment No. 1 to the LPA was duly executed by the General Partner and the requisite number of limited partners on February 28, 2024, giving effect to t

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accrued Carried Interest" means, as of any date of determination, the aggregate amount of Carried Interest that has accrued for the benefit of the General Partner (and, by extension, the Participants and the Departing Participants) based on the fair value of the Fund's portfolio but that has not yet be

Section 1.2 — Interpretation Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing any gender shall include all genders; (c) references to "including" shall mean "including, without limitation"; (d) references to any statute, regulation, or other legal enactment shall include any amendment, modification, or re-enactment thereof; (e) refere

Section 1.3 — Incorporation of LPA Terms To the extent not otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the LPA. In the event of any conflict between the provisions of this Agreement and the provisions of the LPA with respect to the waterfall mechanics, clawback obligations, or distribution timing as between the Fund and its partners, the LPA shall con

ARTICLE II — CARRIED INTEREST WATERFALL

Section 2.1 — Carried Interest Rate The General Partner is entitled to receive Carried Interest equal to twenty percent (20%) of the Net Profits of the Fund, calculated and distributed in accordance with the waterfall provisions set forth in the LPA and this Article II. For the avoidance of doubt, the Carried Interest rate of twenty percent (20%) is a term of the LPA and is not subject to modification by this Agreeme

Section 2.2 — Preferred Return No Carried Interest shall be distributable to the General Partner unless and until the limited partners of the Fund have received cumulative distributions equal to (a) a return of all contributed capital and (b) a cumulative compounded annual return of eight percent (8%) per annum on their contributed capital (the "Preferred Return"). The Preferred Return shall be calculated on a whole-

Section 2.3 — Catch-Up After the limited partners have received full satisfaction of the Preferred Return as described in Section 2.2, one hundred percent (100%) of all incremental Net Profits shall be allocated and distributed to the General Partner until the General Partner has received an aggregate amount equal to twenty percent (20%) of all cumulative Net Profits of the Fund, inclusive of the Catch-Up amount itse

Section 2.4 — Residual Split After full satisfaction of the Catch-Up as described in Section 2.3, all remaining Net Profits of the Fund shall be allocated and distributed eighty percent (80%) to the limited partners (pro rata in accordance with their respective capital commitments) and twenty percent (20%) to the General Partner. This 80/20 residual split shall continue for all Net Profits distributed during the rema

Section 2.5 — Mechanics of Distribution All distributions of Carried Interest shall flow through the organizational structure as follows: (a) Fund to General Partner. Net Profits constituting Carried Interest shall be distributed by the Fund to the General Partner in accordance with the waterfall provisions of the LPA. (b) General Partner to GP Intermediate. The General Partner shall promptly distribute all Carried I

ARTICLE III — ALLOCATION OF CARRIED INTEREST AMONG PARTICIPANTS

Section 3.1 — Post-Restructuring Participant Percentages Effective as of the Effective Date, after giving effect to the departures of the Departing Participants, the forfeiture and reallocation of Trask's forfeited Carried Interest, and the admission of Marchetti and Okonkwo as Participants, the Carried Interest constituting Go-Forward Carry shall be allocated among the Participants in the following percentages (each

Section 3.2 — Notional Carry Allocations Based on Accrued Carried Interest Based on the Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000) as of September 30, 2023, and excluding the Departing Participant Carve-Out (the aggregate of which is Nineteen Million Four Hundred Forty-Seven Thousand Two Hundred Dollars ($19,447,200)), the post-Restructuring notional allocations attrib

Section 3.3 — Adjustments to Participant Percentages The Participant Percentages set forth in Section 3.1 may be adjusted only by a written instrument executed by all of the following: (a) all Participants then party to this Agreement; (b) the Managing Members of HoldCo (currently Aldridge and Narayanan), acting on behalf of HoldCo; and (c) the General Partner. Any such adjustment shall comply in all respects with th

Section 3.4 — No Assignment No Participant may assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of (whether voluntarily or involuntarily, by operation of law or otherwise) any portion of such Participant's interest in the Carried Interest, the Participant Percentage, or any rights or obligations under this Agreement without the prior written consent of both (a) the Managing Members of HoldCo and

Section 4.1 — Fully Vested Participants Each of Marcus Aldridge, Priya Narayanan, and Robert Hsiao is fully vested in such Participant's respective Participant Percentage as of the Effective Date. All Carried Interest allocable to each such Participant, whether accrued prior to or after the Effective Date, constitutes Vested Carry, and no portion of such Participant's Carried Interest is subject to forfeiture (other

Section 4.2 — Vesting Schedule — Elena Marchetti Marchetti's Participant Percentage of four percent (4%) of the Go-Forward Carry shall vest in accordance with the following schedule, with each tranche of vesting contingent upon Marchetti's continued service as a principal of the Ardent Capital platform (whether as an employee or partner of the Management Company, HoldCo, or any affiliate thereof) on the applicable ve

Section 4.3 — Vesting Schedule — Samuel Okonkwo Okonkwo's Participant Percentage of four percent (4%) of the Go-Forward Carry shall vest in accordance with the same schedule and on the same terms applicable to Marchetti as set forth in Section 4.2 (four-year ratable vesting commencing February 28, 2025, with each tranche representing one percent (1%) of the total Go-Forward Carry vesting on each anniversary of the Ef

Section 4.4 — Acceleration of Vesting Notwithstanding the vesting schedules set forth in Sections 4.2 and 4.3, one hundred percent (100%) of a Participant's then-unvested Carried Interest shall immediately and fully vest upon the occurrence of any of the following events: (a) Change of Control. A Change of Control of the General Partner, HoldCo, or the Management Company; (b) Death or Disability. The death or Disabil

Section 4.5 — Forfeiture of Unvested Carry If a Participant ceases to be a principal of the Ardent Capital platform for any reason prior to such Participant's full vesting under Sections 4.2 or 4.3, all then-unvested Carried Interest allocable to such Participant shall be immediately and automatically forfeited, without any payment or compensation to such Participant for the forfeited amount. Such forfeited Carried I

Section 4.6 — Treatment of Forfeited Carry from Trask Departure As described in Recital G, Trask forfeited one hundred percent (100%) of her unvested Carried Interest and forty percent (40%) of her vested Carried Interest, resulting in an aggregate forfeited amount of Four Million Two Hundred Four Thousand Eight Hundred Dollars ($4,204,800) of vested Carried Interest plus all unvested amounts. Such forfeited amounts

ARTICLE V — DEPARTING PARTICIPANT CARVE-OUTS

Section 5.1 — Kellner Retained Carry (a) Retained Amount. David Kellner retains one hundred percent (100%) of his vested Carried Interest in the Fund. Kellner's vested Carried Interest as of September 30, 2023 was Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000), calculated as fifteen percent (15%) of the Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000) (the

Section 5.2 — Trask Retained Carry (a) Retained Amount. Joanna Trask retains sixty percent (60%) of her vested Carried Interest in the Fund. Trask's vested Carried Interest as of September 30, 2023 was Ten Million Five Hundred Twelve Thousand Dollars ($10,512,000), calculated as twelve percent (12%) of the Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000). Trask's retained po

Section 5.3 — Priority of Departing Participant Distributions The Departing Participant Carve-Out amounts (i.e., the Kellner Retained Carry and the Trask Retained Carry) shall be distributed pari passu with distributions to the Participants on each distribution date. Neither the Departing Participants nor the Participants shall have priority over the other with respect to the timing of distributions; provided, howeve

Section 5.4 — Interaction with Go-Forward Carry (a) Definition. Go-Forward Carry is defined as all Carried Interest in excess of the Departing Participant Carve-Out. The Participant Percentages set forth in Section 3.1 apply exclusively to the Go-Forward Carry and do not apply to the Departing Participant Carve-Out. (b) Allocation Methodology. On any distribution of Carried Interest by the Fund to the General Partner

ARTICLE VI — CLAWBACK OBLIGATIONS

Section 6.1 — Joint and Several Clawback Each Participant's Clawback Obligation is one hundred percent (100%) joint and several among all Participants (and, with respect to their respective Departing Participant Carve-Outs, each Departing Participant), as required by Section 10.3 of the LPA. Each Participant acknowledges and agrees that the Clawback Obligation may require the repayment of previously distributed Carri

Section 6.2 — Individual Escrow Requirement Each Participant shall maintain a Carry Escrow in an amount equal to thirty percent (30%) of all cumulative Carried Interest distributions received by such Participant. The Carry Escrow shall be held in a segregated account maintained by the General Partner (or its designee, which may include a nationally recognized financial institution acceptable to the Managing Members).

Section 6.3 — Kellner Clawback and Escrow (a) Clawback Period. Kellner's Clawback Obligation shall continue for a period of three (3) years following his retirement date of March 31, 2024 (the "Kellner Clawback Period"), expiring on March 31, 2027. During the Kellner Clawback Period, Kellner shall remain subject to clawback claims to the same extent as if he remained an active Participant. (b) Escrow Balance. Kellner

Section 6.4 — Trask Clawback and Escrow (a) Clawback Period. Trask's Clawback Obligation on her Trask Retained Carry shall continue for a period of two (2) years following her departure date of April 15, 2024 (the "Trask Clawback Period"), expiring on April 15, 2026. (b) Escrow Adjustment. Trask's adjusted Carry Escrow shall be One Million Eight Hundred Ninety-Two Thousand One Hundred Sixty Dollars ($1,892,160), calc

Section 6.5 — Escrow Mechanics for Active Participants (a) Escrow Withholding. Each Participant (Aldridge, Narayanan, Hsiao, Marchetti, and Okonkwo) shall have thirty percent (30%) of each Carried Interest distribution received by such Participant deposited into such Participant's individual Carry Escrow account, as described in Section 6.2. (b) Investment of Escrow Funds. Funds held in the Carry Escrow accounts may

Section 6.6 — Contribution Among Participants In the event of a clawback, the Participants shall bear the aggregate Clawback Obligation in proportion to the cumulative Carried Interest distributions previously received by each Participant (net of tax payments attributable thereto). If any Participant's proportionate share of the Clawback Obligation exceeds the cumulative Carried Interest distributions (net of taxes)

Section 7.1 — GP Commitment Overview The General Partner's aggregate capital commitment to the Fund is Forty-Two Million Dollars ($42,000,000), representing one and one-half percent (1.5%) of the total capital commitments of the Fund of Two Billion Eight Hundred Million Dollars ($2,800,000,000). The GP Commitment is funded by the members of HoldCo (through GP Intermediate) and constitutes a limited partner-equivalent

Section 7.2 — Departing Principals' GP Commitment The GP Commitment was originally shared among the five principals of the Ardent Capital platform in proportion to their respective Participant Percentages under the Original Agreement. The Departing Participants' shares of the GP Commitment are as follows: (a) Kellner. Kellner's share of the GP Commitment was Six Million Three Hundred Thousand Dollars ($6,300,000), ca

Section 7.3 — Assumption of Unfunded Departing GP Commitment The remaining Participants shall assume the combined unfunded GP Commitment of the Departing Participants in the aggregate amount of Three Million Four Hundred Two Thousand Dollars ($3,402,000), allocated among the Participants pro rata in proportion to their respective Participant Percentages as set forth in Section 3.1, as follows: Any rounding adjustment

Section 7.4 — Relationship of GP Commitment to Carried Interest The GP Commitment represents a co-investment by the General Partner alongside the limited partners of the Fund and entitles the General Partner to a pro rata share of Fund returns on the same basis as the limited partners (i.e., a return of contributed capital plus the Preferred Return). For the avoidance of doubt, the GP Commitment is a limited partner-

Section 8.1 — Timing of Distributions Carried Interest distributions to the Participants and the Departing Participants shall be made in accordance with the timing provisions set forth in the LPA. Carried Interest shall be distributed as and when Net Profits are distributed by the Fund to the General Partner. The General Partner has no obligation to make distributions of Carried Interest to the Participants at any pa

Section 8.2 — Flow of Distributions All distributions of Carried Interest shall flow through the following chain of entities, in the order specified: (a) from the Fund to the General Partner; (b) from the General Partner to GP Intermediate (as the sole member of the General Partner); (c) from GP Intermediate to HoldCo (as the sole member of GP Intermediate); and (d) from HoldCo to the individual Participants (in acco

Section 8.3 — Tax Distributions The General Partner may, in its sole discretion, cause the Fund to make tax distributions in accordance with the applicable provisions of the LPA in order to provide the Participants and the Departing Participants with sufficient liquidity to satisfy federal, state, and local income tax liabilities arising from the allocation of income or gain to such persons by the Fund. Tax distribut

Section 8.4 — Withholding The General Partner (and each of GP Intermediate and HoldCo acting in its capacity as an intermediate distribution entity) shall be entitled to deduct and withhold from any distribution to a Participant or a Departing Participant any amounts required to be withheld under applicable federal, state, local, or foreign tax law. Any amounts so withheld shall be treated as having been distributed

Section 9.1 — Tax Treatment The Parties intend that the Carried Interest allocations made pursuant to this Agreement be treated as allocations of partnership profits for United States federal income tax purposes, consistent with Internal Revenue Code Section 702 and the provisions of Subchapter K of the Internal Revenue Code. Each Party agrees to report its share of income, gain, loss, deduction, and credit from the

Section 9.2 — Section 704(b) Compliance All allocations of Carried Interest among the Participants and the Departing Participants shall be made in accordance with the provisions of Internal Revenue Code Section 704(b) and the Treasury Regulations promulgated thereunder. The Parties intend that the allocations set forth in this Agreement shall have "substantial economic effect" within the meaning of Treasury Regulatio

Section 9.3 — Section 704(c) Considerations To the extent the Restructuring, including the reallocation of Carried Interest among the Participants and the treatment of the Departing Participant Carve-Outs, results in book-tax disparities with respect to any assets of the Fund or the entities through which the Carried Interest is distributed, allocations of items of income, gain, loss, and deduction attributable to su

Section 9.4 — Tax Reporting The General Partner shall prepare and furnish (or cause Heathrow Whitman & Co. to prepare and furnish) to each Participant and each Departing Participant an IRS Schedule K-1 (Form 1065) reflecting such person's allocable share of the Fund's items of income, gain, loss, deduction, and credit for each taxable year. Such Schedule K-1 shall be furnished no later than ninety (90) days following

Section 9.5 — Section 1061 Compliance The Parties acknowledge the application of Internal Revenue Code Section 1061 (added by the Tax Cuts and Jobs Act of 2017), which provides that net long-term capital gain with respect to an "applicable partnership interest" (which includes a carried interest in a partnership) shall be treated as short-term capital gain to the extent such gain is attributable to assets held by the