Contract analysis

1. Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC (the "HoldCo LLC Agreement");

2. Limited Liability Company Agreement of Ardent GP Intermediate LLC (the "GP Intermediate LLC Agreement");

3. Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC (the "Second A&R GP LLC Agreement");

4. Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC (the "Second A&R ManCo LLC Agreement");

5. Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP ("Amendment No. 1");

6. Amended and Restated Carried Interest Allocation Agreement (the "Carried Interest Allocation Agreement");

7. Management Fee Sharing and Profit Allocation Agreement (the "Fee Sharing Agreement");

8. Revised Co-Investment Allocation Policy (the "Co-Investment Policy");

9. Separation and Release Agreement by and between the General Partner, the Management Company, and David Kellner (effective March 31, 2024) (the "Kellner Separation Agreement");

10. Senior Advisor Agreement by and between the Management Company and David Kellner (effective March 31, 2024) (the "Kellner Senior Advisor Agreement");

11. Separation and Release Agreement by and between the General Partner, the Management Company, and Joanna Trask (effective April 15, 2024) (the "Trask Separation Agreement");

12. Carry Retention and Clawback Side Letter — David Kellner (the "Kellner Carry Side Letter");

13. Carry Retention and Clawback Side Letter — Joanna Trask (the "Trask Carry Side Letter");

14. Member Consent Resolutions of Ardent Capital GP III LLC, dated February 28, 2024 (the "Member Consent Resolutions"); and

15. All certificates, instruments, and ancillary documents executed in connection with the foregoing. E. Reference to the LPA and LPAC Consent. The Fund is governed by the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of the Fund's final closing (the "LPA"). Pursuant to Section 9.4 of the LPA, the consent of the Limited Partner Advisory Committee (the "LPAC") was so

Section 3.1 — Organization and Good Standing The undersigned hereby certify that, as of the Closing Date, each of the following entities is duly organized or formed, validly existing, and in good standing under the laws of the State of Delaware: (a) Ardent Capital Partners III LP (EIN 84-3291057), a Delaware limited partnership; (b) Ardent Capital GP III LLC (EIN 84-3291063), a Delaware limited liability company; and

Section 3.2 — Authorization and Enforceability The execution, delivery, and performance of each Restructuring Document by the General Partner and the Management Company, as applicable, have been duly authorized by all necessary corporate, limited liability company, and partnership action, including, without limitation, the Member Consent Resolutions dated February 28, 2024. No further action, vote, or consent on the

Section 3.3 — No Conflicts The execution and delivery of the Restructuring Documents, the formation of HoldCo and GP Intermediate, the restructuring of the ownership of the General Partner and the Management Company, and the consummation of the other transactions contemplated by the Restructuring do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate of formation, l

Section 3.4 — Consents and Approvals All consents, approvals, authorizations, and waivers required in connection with the Restructuring have been duly obtained as of the Closing Date, including, without limitation: (a) LPAC Consent. The consent of the Limited Partner Advisory Committee of the Fund was obtained on February 14, 2024, at a duly convened virtual meeting of the LPAC, in accordance with the requirements of

Section 3.5 — Accuracy of Information Provided to LPAC and LPs All information provided to the LPAC and the Limited Partners in connection with the Restructuring consent solicitation, including, without limitation, the LPAC Notification and Consent Solicitation Letter dated February 5, 2024 (together with all exhibits and attachments thereto), and the LPAC Presentation Memorandum delivered in connection therewith, wa

Section 4.1 — Compliance with LPA The General Partner has complied in all material respects with its obligations under the LPA from the date of the LPA through the Closing Date, and the Restructuring has been effected in compliance with the applicable provisions of the LPA, including, without limitation: (a) Section 5.2 (Key Person). No Key Person Event (as defined in Section 5.2 of the LPA) has occurred or is pendin

Section 4.2 — Side-Letter Compliance The General Partner has complied in all material respects with the notification, consent, and other requirements set forth in each of the fourteen (14) side letters currently in effect between the Fund (or the General Partner, as applicable) and various Limited Partners, including, without limitation: (a) Expanded Key-Person Notification. Six (6) Limited Partners hold side letters

Section 4.3 — Compliance with Restructuring Documents All parties to the Restructuring Documents have performed and complied in all material respects with all covenants, agreements, obligations, and conditions required to be performed or complied with by them under the Restructuring Documents on or prior to the Closing Date. No party has given written notice of any claimed breach, default, or failure to perform under

Section 5.1 — Fund-Level Confirmation Since September 30, 2023 (the Valuation Date, being the date of the most recent quarterly valuation of the Fund's portfolio performed by Broadleaf Consulting Group, the Fund's independent third-party valuation consultant), there has been no material adverse change in the business, assets, liabilities, financial condition, or results of operations of the Fund or any of its eleven

Section 5.2 — Management Company Confirmation There has been no material adverse change in the operations, financial condition, or regulatory status of Ardent Capital Management LLC since September 30, 2023. As of the Closing Date, the ManCo continues to employ sixty-two (62) investment, operations, and support professionals across its New York, Boston, and San Francisco offices. The ManCo continues to generate annua

Section 5.3 — GP Commitment Confirmation The General Partner's commitment to the Fund of Forty-Two Million Dollars ($42,000,000), representing 1.5% of the Fund's total commitments, remains fully committed and has not been reduced, withdrawn, or modified. As of the Closing Date, $1,960,000,000 in total capital has been called from the Fund's partners, representing approximately 70% of total commitments. Accordingly, t