Contract analysis

Section 1 — Carried Interest Retention Percentage Your January 12 letter proposed that Ms. Trask retain seventy-five percent (75%) of her vested carried interest in the Fund, arguing that her departure is amicable in nature, that she contributed materially to the Fund's portfolio construction during her more than ten years of service, and that a higher retention percentage is therefore warranted. We appreciate the ac

Section 2 — Clawback Obligation on Retained Carry Your January 12 letter took the position that Ms. Trask's clawback obligation with respect to her retained carried interest should terminate upon her departure — that is, effective as of April 15, 2024. We understand the rationale underlying this request: Ms. Trask will no longer be an active participant in the Fund's investment decisions following her departure and t

Section 3 — Carry Escrow Mechanics Your January 12 letter requested a full release of Ms. Trask's existing escrow balance of $3,150,000 upon her departure. This request is related to the clawback discussion above, and the Revised Draft addresses it as follows: The Revised Draft provides for a partial release of the escrow balance. Specifically, Ms. Trask's escrow will be adjusted downward to $1,892,160, which represe

Section 4 — Non-Compete Duration Your January 12 letter proposed a non-compete period of six (6) months, arguing that a longer period would unreasonably restrain Ms. Trask's ability to pursue her career at her new firm and that any restriction beyond six months would be disproportionate to the legitimate interests the Ardent Parties seek to protect. The Revised Draft maintains a non-compete period of twelve (12) mont

Section 5 — Non-Solicitation Provisions Your January 12 letter proposed that the non-solicitation of employees and the non-solicitation of limited partners each be limited to twelve (12) months. The Revised Draft sets both periods at eighteen (18) months from the departure effective date. With respect to the non-solicitation of employees, the Fund and the management company currently employ sixty-two (62) professiona

Section 6 — Separation Payment The Revised Draft maintains the separation payment at a lump sum of $1,250,000, payable within thirty (30) days of the departure effective date of April 15, 2024. This amount was proposed by the Ardent Parties in the December 8 draft and was accepted in your January 12 counter-proposal. No changes to this provision have been made in the Revised Draft, and we understand this term to be a

Section 7 — GP Commitment Assumption As reflected in the Fund's records, Ms. Trask's total GP commitment is $5,040,000, representing her twelve percent (12%) share of the $42,000,000 aggregate GP commitment to the Fund. Of this amount, $3,528,000 has been funded to date (consistent with the 70% overall capital call rate), leaving an unfunded commitment of $1,512,000. The Revised Draft confirms that Ms. Trask's remain

Section 8 — Mutual General Release Your January 12 letter accepted the mutual general release in principle, subject to three requested carve-outs: (a) claims arising under the Agreement itself, (b) indemnification rights under the GP LLC Agreement (including, without limitation, rights arising under Article VII thereof), and (c) rights to retained carry distributions as provided in the Agreement. The Ardent Parties h

Section 9 — Other Terms For completeness, we address several additional provisions: Health Insurance. Unlike Mr. Kellner's retirement arrangement, which includes twenty-four (24) months of employer-subsidized COBRA continuation coverage, Ms. Trask's departure terms do not include any COBRA continuation beyond the statutory requirements of the Consolidated Omnibus Budget Reconciliation Act. This benefit was not reques

1. Revised Separation and Release Agreement — Joanna Trask (dated January 19, 2024)

2. Redline comparison of Revised Draft against December 8, 2023 initial draft