Contract analysis

ARTICLE I — DEFINITIONS For purposes of this Side Letter, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LPA, the Carry Allocation Agreement, or the Separation Agreement, as the context requires. "Accrued Carry" means the aggregate accrued but undistributed carried interest of the Fund as of the applicab

Section 2.1 — Retention of Vested Carried Interest Kellner shall retain one hundred percent (100%) of his vested carried interest in the Fund (the "Kellner Vested Carry"). The Kellner Vested Carry represents Kellner's economic entitlement to receive distributions of carried interest from the Fund in respect of the Kellner Carry Percentage, as determined in accordance with the distribution waterfall set forth in the L

Section 2.2 — No Go-Forward Carry Allocation Following the Retirement Date, Kellner shall not participate in any allocation of carried interest on (a) future investments made by the Fund after the Retirement Date, or (b) future appreciation of the Fund's existing portfolio attributable to the period after the Retirement Date, except as described in Section 2.1 above with respect to his Kellner Vested Carry. For the a

Section 2.3 — Determination of Vested vs. Unvested Carry All of Kellner's carried interest in the Fund is deemed fully vested as of the Retirement Date. This determination is made in recognition of Kellner's tenure with the Ardent Capital platform since 2010, his significant contributions to the formation, fundraising, and investment activities of the Fund, and the agreements reached among the principals of the Arden

Section 2.4 — Treatment on Fund Dissolution Upon the dissolution and final liquidation of the Fund (expected to occur no later than December 31, 2031, accounting for the exercise of both of the two (2) available one-year extension periods beyond the Fund's initial term expiration date of December 31, 2029), the Kellner Vested Carry shall be finally calculated and distributed to Kellner in accordance with the waterfal

ARTICLE III — CLAWBACK OBLIGATION

Section 3.1 — Continuation of Clawback Notwithstanding the retirement of Kellner from the Ardent Capital platform, Kellner's clawback obligation under the LPA shall continue in full force and effect for a period of three (3) years following the Retirement Date (i.e., through and including March 31, 2027) (the "Clawback Period"). Kellner acknowledges that the continuation of the Clawback Obligation is a material term

Section 3.2 — Scope of Clawback The Clawback Obligation applies to all carried interest distributions received by Kellner from the Fund at any time, whether such distributions were received prior to the Retirement Date, on the Retirement Date, or during the Clawback Period. For the avoidance of doubt, the Clawback Obligation encompasses both (a) carried interest distributions made to Kellner in his former capacity as

Section 3.3 — Release of Clawback Obligation Upon the expiration of the Clawback Period (March 31, 2027), and provided that: (a) no clawback claim has been asserted by the Fund, the General Partner, or any of the Fund's limited partners against Kellner; (b) no arbitration, litigation, or other proceeding relating to a potential clawback claim is then pending or, to the knowledge of the General Partner, threatened; an

Section 3.4 — Limitation Kellner's aggregate clawback liability under this Side Letter and the LPA shall not exceed the total amount of carried interest distributions actually received by him from the Fund, net of taxes paid or payable by Kellner with respect to such distributions (determined using the highest combined marginal federal, state, and local tax rate applicable to Kellner in the year of receipt of each su

Section 4.1 — Maintenance of Escrow The existing Carry Escrow balance attributable to Kellner of Three Million Nine Hundred Forty-Two Thousand Dollars ($3,942,000), being thirty percent (30%) of the Kellner Vested Carry of Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000), shall remain in the Carry Escrow account maintained by the General Partner at Greaves Bancorp (or such other financial institution

Section 4.2 — Escrow Adjustments To the extent additional carry distributions are made to Kellner during the Clawback Period in respect of the Kellner Vested Carry, thirty percent (30%) of each such distribution shall be deposited into the Carry Escrow, consistent with the escrow provisions applicable to all carry recipients under Section 6.4 of the LPA. The balance of each such distribution (seventy percent (70%)) s

Section 4.3 — Release of Escrow Upon expiration of the Clawback Period (March 31, 2027), and subject to the conditions for release of the Clawback Obligation set forth in Section 3.3 hereof, the entire balance of the Carry Escrow (including the initial deposit of Three Million Nine Hundred Forty-Two Thousand Dollars ($3,942,000) and any additional amounts deposited pursuant to Section 4.2 hereof), together with any i

Section 4.4 — Escrow Agent and Investment The Carry Escrow shall continue to be maintained in accordance with the existing escrow arrangements established under Section 6.4 of the LPA. Escrow funds may be invested in short-term, investment-grade instruments (including money market funds, United States Treasury obligations with maturities of ninety (90) days or less, and certificates of deposit issued by commercial ba

ARTICLE V — MECHANICS OF CARRY DISTRIBUTIONS

Section 5.1 — Distribution Channel Following the restructuring described in Recital E, carry distributions to Kellner in respect of the Kellner Vested Carry shall be paid through the following chain of entities: (a) The Fund shall distribute carried interest to the General Partner (Ardent Capital GP III LLC, EIN 84-3291063) in accordance with the waterfall provisions of the LPA; (b) The General Partner shall distribu

Section 5.2 — Timing of Distributions Carry distributions to Kellner shall be made at the same time and on the same schedule as carry distributions to the remaining and next-generation principals under the Carry Allocation Agreement. The General Partner shall not discriminate against Kellner in the timing or sequencing of carry distributions, and Kellner shall be treated on a pari passu basis with the other carry rec

Section 5.3 — Tax Withholding The General Partner (or GP Intermediate, as applicable) shall withhold from any distribution to Kellner such amounts as may be required under applicable federal, state, or local tax law, including without limitation any withholding required under Sections 1441, 1442, 1445, 1446, or 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"), or any comparable provisio

Section 5.4 — Coordination with Fund Auditor The General Partner shall cause Heathrow Whitman & Co. (the Fund's independent auditor and tax advisor, engagement partner Paul Devereux) to include Kellner's carried interest allocation in the Fund's federal, state, and local tax returns and to issue appropriate Schedule K-1s (and any comparable state or local forms) to Kellner for each fiscal year during which he holds t

Section 6.1 — Status of Kellner's GP Commitment Kellner's total GP commitment to the Fund was Six Million Three Hundred Thousand Dollars ($6,300,000), being fifteen percent (15%) of the aggregate GP commitment of Forty-Two Million Dollars ($42,000,000). As of the Retirement Date, Kellner has funded Four Million Four Hundred Ten Thousand Dollars ($4,410,000) of his GP commitment (representing Six Million Three Hundred

Section 6.2 — Assumption of Unfunded Commitment Kellner's unfunded GP commitment of One Million Eight Hundred Ninety Thousand Dollars ($1,890,000) shall be assumed by the remaining members of HoldCo, pro rata in accordance with their respective post-restructuring membership percentages in HoldCo, as set forth below: Effective as of the Retirement Date, Kellner shall have no further obligation to fund capital calls in

Section 6.3 — Funded Commitment Kellner's funded GP commitment of Four Million Four Hundred Ten Thousand Dollars ($4,410,000) shall continue to be treated as part of the General Partner's capital account in the Fund and shall be returned to Kellner in accordance with the distribution waterfall provisions of the LPA, pari passu with the remaining GP commitment holders. Kellner's funded GP commitment shall be entitled

ARTICLE VII — REPORTING OBLIGATIONS

Section 7.1 — Quarterly Reports The General Partner shall provide Kellner with quarterly reports on the Fund's performance, in a form and level of detail substantially consistent with the reports provided to the Fund's limited partners, including at a minimum the following information: (a) the aggregate Accrued Carry as of the end of each fiscal quarter; (b) Kellner's allocable share of the Accrued Carry, calculated

Section 7.2 — Annual Tax Reporting The General Partner shall cause Schedule K-1s and any other required tax reporting documents (including any state or local equivalents) to be delivered to Kellner no later than the dates required by applicable law. Such delivery shall be coordinated with Heathrow Whitman & Co. in accordance with Section 5.4 hereof. To the extent the Fund files for an extension of time to file its fe

Section 7.3 — Notice of Material Events The General Partner shall provide Kellner with prompt written notice (and in any event within ten (10) business days of the occurrence or, in the case of a threatened event, of the General Partner's becoming aware thereof) of each of the following events: (a) any clawback event or potential clawback claim against the carry recipients, including Kellner, whether asserted by the

Section 7.4 — Kellner's Obligations Kellner shall promptly notify the General Partner (at the address specified in Section 13.3 hereof) of any change in his contact information (including mailing address, telephone number, and email address), his taxpayer identification number, or his tax residency status. Kellner shall cooperate in good faith with the General Partner and its advisors (including Heathrow Whitman & Co

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Representations and Warranties by the General Partner The General Partner hereby represents and warrants to Kellner as of the date hereof as follows: (a) Organization and Good Standing. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. GP Intermediate and HoldCo are each limited liability companies duly orga

Section 8.2 — Representations and Warranties by Kellner Kellner hereby represents and warrants to the General Partner as of the date hereof as follows: (a) Legal Capacity. Kellner has full legal capacity to enter into this Side Letter and to perform his obligations hereunder. (b) Independent Legal Counsel. Kellner has had the opportunity to consult with independent legal counsel of his choosing, specifically Whitford

ARTICLE IX — RELATIONSHIP TO OTHER AGREEMENTS

Section 9.1 — Separation Agreement This Side Letter supplements and does not supersede the Separation Agreement dated February 28, 2024. The Separation Agreement addresses the comprehensive terms of Kellner's departure from the Ardent Capital platform, including severance, benefits continuation, release of claims, and other matters. In the event of any conflict or inconsistency between the terms of this Side Letter a

Section 9.2 — LPA The terms of the LPA (as amended by Amendment No. 1, dated February 28, 2024) shall govern the rights and obligations of the Parties to the extent not specifically addressed in this Side Letter. Nothing in this Side Letter shall be construed to modify, abridge, or otherwise affect the rights of the Fund's limited partners under the LPA, including without limitation their rights to distributions, the

Section 9.3 — Carry Allocation Agreement The Carry Allocation Agreement governs the go-forward allocation of carried interest among the remaining and next-generation principals of the Ardent Capital platform (Marcus Aldridge, Priya Narayanan, Robert Hsiao, Elena Marchetti, and Samuel Okonkwo). Kellner's retained carry (the Kellner Vested Carry) is carved out from, and is not subject to, the reallocation provisions of

Section 9.4 — Advisory Agreement Nothing in this Side Letter shall be construed to create an employment relationship between Kellner and the General Partner, HoldCo, GP Intermediate, Ardent Capital Management LLC, or any other entity affiliated with the Ardent Capital platform. Following the Retirement Date, Kellner's relationship with Ardent Capital Management LLC shall be governed solely by the Advisory Agreement,

Section 10.1 — Kellner's Confidentiality Obligations. Kellner shall maintain the strict confidentiality of all Fund information, including without limitation (a) the terms of this Side Letter, (b) the Accrued Carry amounts (whether as of the Valuation Date or as of any subsequent date), (c) all portfolio company information (including financial statements, business plans, valuations, and proprietary data of the Fund'

Section 10.2 — General Partner's Confidentiality Obligations. The General Partner shall maintain the confidentiality of Kellner's personal financial information, including the specific amounts of his carried interest, GP commitment, and compensation arrangements, subject to disclosures (a) required to be made to the Fund's limited partners or LPAC members in accordance with the LPA, (b) required by applicable law, re

Section 10.3 — Survival. The confidentiality obligations set forth in this Article X shall survive the expiration or termination of this Side Letter and shall continue in full force and effect for a period of five (5) years following the final dissolution and liquidation of the Fund.

ARTICLE XI — RESTRICTIVE COVENANTS (CROSS-REFERENCE)

Section 11.1 — Incorporation by Reference. This Side Letter incorporates by reference the restrictive covenant provisions set forth in Sections 7.1, 7.2, and 7.3 of the Separation Agreement, which include the following: (a) Non-Compete. For a period of eighteen (18) months following the Retirement Date (i.e., through and including September 30, 2025), Kellner shall not, directly or indirectly, serve as a partner, pri

Section 11.2 — Effect of Breach on Carry Distributions. A breach or threatened breach by Kellner of any of the restrictive covenants described in Section 11.1 above shall constitute an event entitling the General Partner to suspend carry distributions to Kellner pending resolution of such breach. Any such suspension shall continue until (a) the General Partner determines in good faith that no breach has occurred or i

Section 12.1 — Indemnification of Kellner. The General Partner shall continue to indemnify, defend, and hold harmless Kellner from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to Kellner's acts and omissions during his tenure as a member and Senior Partner of the General Partner, to the extent and subject to th

Section 12.2 — Indemnification by Kellner. Kellner shall indemnify, defend, and hold harmless the General Partner, HoldCo, GP Intermediate, and each of their respective members, managers, officers, employees, agents, and affiliates from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to (a) Kellner's breach of any

Section 13.1 — Governing Law This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States locate

Section 13.2 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Side Letter, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of on

Section 13.3 — Notices All notices, requests, demands, consents, and other communications under this Side Letter shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by email (with confirmation of receipt), addressed as follows: If to

Section 13.4 — Amendment and Waiver This Side Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Side Letter shall be effective unless made in writing and signed by the Party against whom enforcement of the waiver is sought. No failure or delay by either Party in exercising any right, power, or privilege under this Side

Section 13.5 — Entire Agreement (as to Subject Matter) This Side Letter, together with the Separation Agreement, the Advisory Agreement, the Carry Allocation Agreement, the Amended GP Agreement, and the LPA (each as defined herein), constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations, representations, war

Section 13.6 — Severability If any provision of this Side Letter is held by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 13.7 — Counterparts This Side Letter may be executed in one or more 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 by facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000), or other transmission method shall be deemed to have th

Section 13.8 — Successors and Assigns This Side Letter shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns. Kellner may not assign, delegate, or otherwise transfer his rights or obligations under this Side Letter, in whole or in part, without the prior written consent of the General Partner, which consent may be withhel