Contract analysis

I. Background on the Restructuring The Restructuring is expected to be a multi-faceted transaction involving four principal workstreams, which we briefly summarize below for context.

1. Entity Restructuring. The Restructuring contemplates the formation of a new Delaware limited liability company to serve as a parent holding company (the "HoldCo") for both the General Partner and the Management Company. An intermediate entity will be interposed between HoldCo and the GP. This new structure will replace the current arrangement under which the five senior principals hold direct membership interests

2. Economics Realignment. The Restructuring will involve a comprehensive reallocation of carried interest percentages and management fee profit-sharing economics among the remaining and next-generation principals. This realignment is necessitated by, among other things, the anticipated departures of two of the five current principals, which will require a redistribution of their economics among the continuing princip

3. Departing Principal Separation. Two of the five current principals are expected to depart the Ardent platform in connection with the Restructuring. Calderwood & Harkness will negotiate and document the separation arrangements for these individuals, including provisions addressing the retention of vested carried interest, forfeiture of unvested carried interest, applicable clawback obligations, non-competition and

4. LP Consent and Side-Letter Compliance. The Restructuring will require the consent of the Fund's Limited Partner Advisory Committee (the "LPAC") to the changes in the General Partner's ownership structure, as mandated by Section 9.4 of the Fund's Amended and Restated Agreement of Limited Partnership (the "LPA"). In addition, the anticipated departures of two principals will trigger the Key Person provisions set for

II. Delineation of Counsel Responsibilities To ensure an efficient and orderly process, and to avoid any duplication of effort or confusion among the client team and the Fund's limited partners, we believe it is important to clearly delineate the respective responsibilities of our two firms. The following reflects our understanding of the agreed-upon allocation of responsibilities, which has been discussed with and a

III. Document Request To commence our work on the Restructuring in an efficient and timely manner, Calderwood & Harkness respectfully requests that Pemberton Hale provide the following documents at its earliest convenience:

1. A fully executed copy of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, including all schedules and exhibits thereto, as in effect on the date hereof.

2. All 14 side letters entered into between Ardent Capital GP III LLC and the limited partners of the Fund. To the extent any confidentiality provisions in particular side letters restrict disclosure of certain terms, we would ask that redactions be limited to the extent reasonably practicable and that the following categories of provisions remain unredacted: most favored nations provisions, key-person provisions, fe

3. The current LLC Agreement of Ardent Capital GP III LLC, together with any amendments or supplements thereto.

4. The current LLC Agreement of Ardent Capital Management LLC, together with any amendments or supplements thereto.

5. The Fund's subscription agreements, including the form of subscription agreement used during the fundraise and any material deviations from the form entered into with particular limited partners.

6. Any existing carried interest allocation or profit-sharing arrangements among the principals, whether set forth in a standalone agreement, a schedule to the GP or ManCo operating agreements, or otherwise.

7. Any existing co-investment allocation policies or guidelines applicable to the Fund.

8. The Fund's most recent annual report and quarterly report (the latter reflecting the September 30, 2023 valuation). We understand the Fund's current performance reflects a gross MOIC of approximately 1.42x, a net IRR of approximately 14.7%, unrealized value of approximately $2.33 billion, and realized proceeds of approximately $445 million. These reports will assist us in preparing the LPAC presentation memorandum

9. The placement agent agreement between Ardent Capital GP III LLC and Lockwood Placement Partners LLC (Sarah Fontaine, principal contact), including all schedules and exhibits, and in particular any tail-fee provisions that may be relevant to the Restructuring or that could be triggered by changes in the GP's ownership structure.

10. A current schedule of LPAC members. We understand the LPAC currently includes Ridgeline Public Employees' Retirement System, Crestwood Endowment Partners, Pinnacle Insurance Group, and Graystone Family Office LLC, though we would appreciate confirmation and identification of any additional members.

11. Any prior amendments to the LPA, the GP operating agreement, or the ManCo operating agreement, whether formal or by way of letter agreement, waiver, or consent. We would ask that the foregoing documents be provided electronically — via secure file transfer or your firm's document-sharing platform — to the following members of the Calderwood & Harkness deal team: • Nicholas Stern, Partner (nstern@calderwoodharknes

IV. Client Contact Information For your reference, the primary client contacts for the Restructuring are as follows: • Marcus Aldridge, Co-Founder & Managing Partner • Priya Narayanan, Co-Founder & Managing Partner • Robert Hsiao, Partner The principal office of the Ardent platform is located at 590 Madison Avenue, 28th Floor, New York, NY 10022. We also note, for entity formation and registered agent purposes, that

V. Closing We very much appreciate Pemberton Hale's cooperation and look forward to a productive working relationship between our two firms throughout the Restructuring process. We recognize the depth of institutional knowledge that your team has accumulated as formation and ongoing fund counsel for Ardent Capital Partners III LP, and we expect that our coordination will contribute meaningfully to the quality and eff