Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the HoldCo LLC Agreement. "Adjusted Allocation Percentage" means a Member's Allocation Percentage as adjusted pursuant to Section 4.3 upon the occurrence of a Departure Event. Following a Departure Event with respe

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, references herein to the LPA, the HoldCo LLC Agreement, the ManCo LLC Agreement, and any other agreement or instrument shall be deemed to refer to such agreement or instrument as it may be amended, restated, supplemented, or otherwise modified from time to time. (b) All dollar amounts referenced in this Agreement are stated in United State

ARTICLE II — MANAGEMENT FEE; MANCO PROFIT SHARE DETERMINATION

Section 2.1 — Management Fee Revenue (a) The Management Company receives the Annual Management Fee from the Fund pursuant to Section 6.1 of the LPA. The Annual Management Fee constitutes the primary source of revenue from which the ManCo Profit Share is derived and from which distributions are made to the Members under this Agreement. (b) During the Investment Period, which commenced on June 30, 2019 and is scheduled

Section 2.2 — Calculation of ManCo Profit Share (a) The ManCo Profit Share for any Fiscal Year (or portion thereof) shall equal the Annual Management Fee actually received by the ManCo during such period, minus the ManCo Operating Expenses actually incurred by the ManCo during such period. (b) As of the Effective Date, the estimated ManCo Operating Expenses are approximately Thirty-One Million Eight Hundred Fifty Tho

Section 2.3 — Quarterly Estimated Distributions (a) On each Quarterly Distribution Date, the Managing Members shall cause HoldCo to distribute to each Member such Member's Allocation Percentage of the estimated ManCo Profit Share for the applicable fiscal quarter. (b) The quarterly estimated ManCo Profit Share shall be calculated based on the actual management fee revenue received by the ManCo for the applicable quar

Section 2.4 — Annual True-Up (a) Within sixty (60) days following the end of each Fiscal Year, the Managing Members shall cause HoldCo's accountants (Heathrow Whitman & Co.) to determine the actual ManCo Profit Share for the preceding Fiscal Year (the "Annual Determination"). The Annual Determination shall be based on audited or reviewed financial statements of the Management Company and shall reflect all actual mana

Section 2.5 — Transition Year Adjustments (2024) (a) For the Fiscal Year ending December 31, 2024, the ManCo Profit Share shall be allocated in two separate periods as follows: (i) Pre-Restructuring Period (January 1, 2024 through February 27, 2024). The ManCo Profit Share allocable to the period from January 1, 2024 through February 27, 2024 (the "Pre-Restructuring Period") shall be allocated pursuant to the pre-res

ARTICLE III — ALLOCATION PERCENTAGES; VESTING

Section 3.1 — Initial Allocation Percentages (a) The initial Allocation Percentages of each Member as of the Effective Date are set forth below and on Exhibit A: (b) The estimated annual ManCo Profit Share allocations set forth above are based on the current Annual Management Fee of approximately Forty-Nine Million Dollars ($49,000,000) and estimated ManCo Operating Expenses of approximately Thirty-One Million Eight

Section 3.2 — Modification of Allocation Percentages (a) The Allocation Percentages may be modified only by the unanimous written consent of the Managing Members and each Member whose Allocation Percentage would be directly affected by such modification. Any such modification shall be set forth in a written amendment to this Agreement and shall be reflected in an updated Exhibit A delivered to all Members. (b) No mod

Section 3.3 — Relationship to Carried Interest Allocation (a) This Agreement governs solely the allocation of the ManCo Profit Share (i.e., management fee economics). The allocation among the Members of carried interest distributions received by HoldCo (through GP Intermediate and the GP) is governed exclusively by the separate Amended and Restated Carried Interest Allocation Agreement, dated as of February 28, 2024,

Section 3.4 — Vesting of Next-Generation Member Allocations (a) The Allocation Percentages of Elena Marchetti and Samuel Okonkwo (each, a "Next-Generation Member") shall vest in accordance with the vesting schedule set forth in Exhibit B to this Agreement (the "Vesting Schedule") and the corresponding vesting provisions of the HoldCo LLC Agreement. Except as otherwise provided in Exhibit B or the HoldCo LLC Agreement

Section 3.5 — No Allocation to Departing Principals (a) From and after the Effective Date, neither David Kellner (whose retirement from the Ardent platform is effective March 31, 2024) nor Joanna Trask (whose departure from the Ardent platform is effective April 15, 2024) shall have any right, title, or interest in or to any portion of the ManCo Profit Share under this Agreement. (b) The ManCo Profit Share allocable

Section 4.1 — Quarterly Distributions (a) On each Quarterly Distribution Date, HoldCo shall distribute to each Member such Member's Allocation Percentage of the estimated ManCo Profit Share for the applicable fiscal quarter, as determined in accordance with Section 2.3. (b) All distributions under this Section 4.1 shall be made by wire transfer of immediately available funds to the bank account designated by each Mem

Section 4.2 — Special Distributions (a) The Managing Members may, in their sole discretion, authorize Special Distributions to the Members on any date if, in the Managing Members' reasonable judgment, the estimated ManCo Profit Share for the applicable Fiscal Year is expected to exceed the aggregate of quarterly estimated distributions made or anticipated to be made during such Fiscal Year. (b) Any Special Distributi

Section 4.3 — Treatment Upon Departure of a Member (Departure Event) (a) A "Departure Event" means, with respect to any Member, the occurrence of any of the following: (i) such Member's voluntary resignation from the Ardent platform and termination of all employment, consulting, and service relationships with HoldCo, the Management Company, the GP, GP Intermediate, and their respective affiliates; (ii) such Member's

Section 4.4 — Withholding HoldCo may deduct and withhold from any distribution payable to a Member under this Agreement such amounts as are required to be deducted and withheld under applicable federal, state, local, or foreign tax law or regulation. Any amounts so withheld shall be treated for all purposes of this Agreement as having been distributed to the applicable Member. HoldCo shall provide each affected Membe

Section 4.5 — Reserves (a) The Managing Members may, from time to time, establish and maintain reasonable reserves against the ManCo Profit Share for any of the following purposes: (i) contingent liabilities of the Management Company, including pending or threatened litigation, indemnification obligations, and regulatory proceedings; (ii) anticipated operating expenses of the Management Company, including expenses ex

Section 5.1 — Tax Classification HoldCo shall be treated as a partnership for U.S. federal income tax purposes. The Members acknowledge that HoldCo shall not elect to be treated as a corporation or an association taxable as a corporation for U.S. federal income tax purposes. Each Member's distributive share of HoldCo's items of income, gain, loss, deduction, and credit shall be determined in accordance with the HoldC

Section 5.2 — Allocation of Income (a) The ManCo Profit Share distributed to HoldCo by the Management Company shall, for U.S. federal income tax purposes, be allocated among the Members in accordance with their respective Allocation Percentages, subject to the provisions of this Article V and the HoldCo LLC Agreement. (b) All allocations of income, gain, loss, deduction, and credit among the Members shall be made in

Section 5.3 — Tax Reporting (a) HoldCo shall prepare and furnish to each Member a Schedule K-1 (Form 1065) reflecting such Member's distributive share of HoldCo's items of income, gain, loss, deduction, and credit for each Fiscal Year. HoldCo shall use commercially reasonable efforts to deliver draft Schedule K-1s to the Members on or before March 15 of each year and final Schedule K-1s on or before September 15 of e

Section 5.4 — Tax Matters Partner Marcus Aldridge shall serve as the "Tax Matters Partner" (within the meaning of Section 6231(a)(7) of the Code, as in effect prior to the amendments made by the Bipartisan Budget Act of 2015, to the extent applicable) and as the "Partnership Representative" (within the meaning of Section 6223(a) of the Code, as amended by the Bipartisan Budget Act of 2015) for HoldCo. In his capacity

ARTICLE VI — MANAGEMENT FEE CHANGES

Section 6.1 — Effect of Changes in Management Fee Rate or Base (a) The Members acknowledge that the Annual Management Fee may change during the term of this Agreement as a result of various events and circumstances, including, without limitation: (i) the transition from committed capital to Invested Capital as the fee base upon the expiration of the Investment Period on June 30, 2025; (ii) any management fee reductio

Section 6.2 — Side-Letter Fee Adjustments To the extent any management fee reductions, offsets, rebates, or similar adjustments are required to be made under any of the fourteen (14) side letters currently in effect for the Fund (of which eight (8) contain fee discount or rebate provisions), such amounts shall reduce the Annual Management Fee for purposes of calculating the ManCo Profit Share under this Agreement. Th

Section 6.3 — Placement Agent Fee Obligations Certain tail-fee obligations remain outstanding and payable to Lockwood Placement Partners LLC (lead contact: Sarah Fontaine) in connection with the Fund III capital-raising process. To the extent any such placement agent tail fees are paid from ManCo revenue during any applicable period, such fees shall be treated as ManCo Operating Expenses for purposes of this Agreemen

ARTICLE VII — COVENANTS AND UNDERTAKINGS

Section 7.1 — Devotion of Time (a) Each Member who serves as a Managing Member or in the capacity of Partner (or equivalent title) within the Ardent platform shall devote substantially all of his or her business time, attention, skill, and best efforts to the affairs of the Fund, the Management Company, and the Ardent platform, consistent with the Key Person provisions of the LPA. (b) Marcus Aldridge and Priya Naraya

Section 7.2 — Non-Competition; Non-Solicitation Each Member shall be bound by, and hereby agrees to comply with, the non-competition, non-solicitation, and non-interference covenants and restrictions set forth in the HoldCo LLC Agreement and any applicable employment, consulting, or services agreement between such Member and HoldCo, the Management Company, or any of their affiliates. The obligations under this Sectio

Section 7.3 — Confidentiality (a) Each Member shall maintain the strict confidentiality of the terms and conditions of this Agreement, the ManCo Profit Share amounts (whether estimated or actual), the individual Allocation Percentages, the distribution amounts paid to each Member, and any other non-public financial or business information relating to HoldCo, the Management Company, the GP, GP Intermediate, or the Fun

Section 7.4 — Compliance with LPA and Side Letters Each Member acknowledges and agrees that the allocation and distribution of the ManCo Profit Share under this Agreement is at all times subject to and conditioned upon compliance with the terms and provisions of the LPA, as amended, and the fourteen (14) side letters currently in effect for the Fund. Each Member agrees to comply with, and to refrain from taking any a

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Representations by Each Member Each Member hereby represents and warrants to HoldCo and to each other Member, as of the Effective Date, as follows: (a) Capacity and Authority. Such Member has the full legal capacity and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. (b) Valid and Binding Obligation. This Agreement constitutes a valid, le

Section 8.2 — Representations by HoldCo HoldCo hereby represents and warrants to each Member, as of the Effective Date, as follows: (a) Formation and Good Standing. HoldCo is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. HoldCo has the limited liability company power and authority to execute, deliver, and perform this

ARTICLE IX — TERM AND TERMINATION

Section 9.1 — Term This Agreement shall become effective as of the Effective Date and shall continue in full force and effect until the earliest to occur of: (a) the termination, dissolution, or winding up of HoldCo in accordance with the HoldCo LLC Agreement and applicable law; (b) the termination, dissolution, or winding up of the Management Company in accordance with the ManCo LLC Agreement and applicable law; (c)

Section 9.2 — Effect of Termination (a) Upon the termination of this Agreement for any reason, any ManCo Profit Share that has accrued but has not yet been distributed to the Members as of the date of termination shall be distributed to the Members in accordance with their respective Allocation Percentages (or Adjusted Allocation Percentages, as applicable), subject to the establishment and maintenance of reasonable

ARTICLE X — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.2 — Dispute Resolution Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement, shall be resolved in accordance with the dispute resolution provisions set forth in the HoldCo LLC Agreement, which provisions are hereby incorporated by re

Section 10.3 — Entire Agreement This Agreement, together with the HoldCo LLC Agreement, the ManCo LLC Agreement, and the Amended and Restated Carried Interest Allocation Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the parties with respect

Section 10.4 — Amendments This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Managing Members and by each Member whose Allocation Percentage would be directly or indirectly affected by such amendment, modification, or supplement. No oral modification of this Agreement shall be effective. Any amendment to this Agreement that would alter the rights or obligations

Section 10.5 — Notices (a) All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by certified or registered mail, return receipt requested, postage prepaid, (iii) sent by nationally recognized overnight courier service, or (iv) sent by email with confirmation

Section 10.6 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the part

Section 10.7 — Waiver No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the

Section 10.8 — Assignment No Member may assign, transfer, pledge, hypothecate, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Managing Members, which consent may be withheld in the Managing Members' sole and absolute discretion. Any purported assignment in violation of this Section 10.8 shall be null and void and of no force or effect. Any permit

Section 10.9 — Counterparts This Agreement may be executed in any number of counterparts, 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 to this Agreement by facsimile or by electronic transmission in portable document format (PDF) shall be effective as delivery of a manually executed counterpar

Section 10.10 — No Third-Party Beneficiaries This Agreement is entered into for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any limited partner of the Fund, any employee of the Management Company, or any other Person not a party to this Agreement any right, benefit