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 in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Advisory Term" means the period commencing on the Effective Date (March 31, 2024) and ending on the second anniversary thereof (March 31, 2026), unless earlier terminated i

Section 1.2 — Interpretation The following rules of construction shall apply to this Agreement: (a) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (b) Unless the context otherwise requires, the word "including" (and correlative words such as "include" and "includes") means "including without lim

ARTICLE 2 — ENGAGEMENT; INDEPENDENT CONTRACTOR STATUS

Section 2.1 — Engagement The Company hereby engages the Advisor, and the Advisor hereby accepts such engagement, to provide advisory services to the Company during the Advisory Term on the terms and conditions set forth in this Agreement. The Advisor's engagement shall commence on March 31, 2024 and shall continue for a period of two (2) years through and including March 31, 2026, unless earlier terminated pursuant t

Section 2.2 — Independent Contractor Status The Advisor shall perform all services under this Agreement as an independent contractor and not as an employee, partner, agent, or joint venturer of the Company or any of its Affiliates. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the Advisor and the Company or any of its Affi

Section 2.3 — No Authority to Bind The Advisor shall have no authority to bind the Company, the Fund, the General Partner, HoldCo, or any Affiliate to any contract, obligation, commitment, or course of action. The Advisor shall not hold himself out as having any such authority, nor shall the Advisor represent to any third party that he has the power to act on behalf of the Company, the Fund, the General Partner, Hold

ARTICLE 3 — SCOPE OF ADVISORY SERVICES

Section 3.1 — Advisory Services The Advisor shall provide the following advisory services to the Company during the Advisory Term, as reasonably requested from time to time by the Managing Members (Marcus Aldridge and Priya Narayanan): (a) Portfolio Company Advisory. Consultation and advice regarding the Fund's existing Portfolio Companies, including strategic direction, operational improvements, performance monitori

Section 3.2 — Time Commitment The Advisor's time commitment under this Agreement shall not exceed ten (10) hours per month, averaged on a quarterly basis (i.e., not more than thirty (30) hours per calendar quarter). The Advisor shall not be required to maintain regular office hours or to be physically present at the Company's offices located at 590 Madison Avenue, 28th Floor, New York, NY 10022, although office space

Section 3.3 — Exclusions Nothing in this Agreement shall require the Advisor to: (a) Devote substantially all of his business time, attention, or efforts to the affairs of the Company or the Fund. For the avoidance of doubt, the Advisor is not and shall not be deemed a "Key Person" as defined in Section 5.2 of the Amended and Restated Agreement of Limited Partnership of the Fund, dated as of April 15, 2019, as amende

Section 3.4 — Compliance with Regulatory Requirements The Advisor acknowledges that the Company is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") (CRD #298417). The Advisor agrees to comply with all applicable federal and state securities laws and regulations in connection with the performance of advisory services hereunder, including, without limitation, th

ARTICLE 4 — COMPENSATION AND EXPENSES

Section 4.1 — Advisory Fee In consideration of the advisory services to be provided by the Advisor under this Agreement, the Company shall pay the Advisor a fee of Three Hundred Fifty Thousand Dollars ($350,000) per annum during the Advisory Term (for a total of Seven Hundred Thousand Dollars ($700,000) over the full two-year Advisory Term), payable in equal quarterly installments of Eighty-Seven Thousand Five Hundre

Section 4.2 — Expense Reimbursement The Company shall reimburse the Advisor for all reasonable, documented, out-of-pocket expenses actually incurred by the Advisor in the performance of advisory services under this Agreement, including, without limitation, travel expenses (including airfare, ground transportation, hotel accommodations, and meals), provided that any single expense or related series of expenses exceedi

Section 4.3 — No Other Compensation The advisory fee set forth in Section 4.1 shall constitute the Advisor's sole and exclusive compensation for services rendered under this Agreement. Except as expressly provided in this Article 4, the Advisor shall not be entitled to any additional compensation, bonus, equity interest, profit-sharing, or other remuneration from the Company or any Affiliate in connection with the ad

Section 4.4 — Source of Payment All advisory fees and expense reimbursements payable to the Advisor under this Agreement shall be paid from the operating budget of Ardent Capital Management LLC and shall not be charged to, allocated to, or reimbursed by the Fund or any of its limited partners. The Company acknowledges and agrees that the advisory fees payable hereunder are an operating expense of the management compa

ARTICLE 5 — CONFIDENTIALITY; INTELLECTUAL PROPERTY; RESTRICTIVE COVENANTS

Section 5.1 — Confidential Information "Confidential Information" means all non-public, proprietary, or confidential information of or relating to the Company, the Fund, the General Partner, HoldCo, any Affiliate, or any Portfolio Company, whether disclosed to or obtained by the Advisor before, on, or after the Effective Date, in any form or medium (whether oral, written, electronic, or otherwise), including but not

Section 5.2 — Non-Disclosure Obligations The Advisor shall not, during the Advisory Term or at any time thereafter, directly or indirectly, disclose, publish, disseminate, or use any Confidential Information for any purpose, except: (a) As required in the performance of advisory services under this Agreement and in furtherance of the Company's business objectives; (b) As required by applicable law, regulation, subpoe

Section 5.3 — Return of Materials Upon the termination or expiration of this Agreement for any reason, or at any time upon the written request of a Managing Member, the Advisor shall promptly return to the Company all documents, files, records, data, media, notes, memoranda, correspondence, and other materials (whether in physical or electronic form) in the Advisor's possession, custody, or control that contain, refl

Section 5.4 — Intellectual Property Any work product, analyses, reports, presentations, memoranda, models, recommendations, or other materials created, developed, or prepared by the Advisor, whether alone or jointly with others, in the performance of advisory services under this Agreement (collectively, "Work Product") shall be the sole and exclusive property of the Company. The Advisor hereby irrevocably assigns to

Section 5.5 — Restrictive Covenants — Cross-Reference The Advisor acknowledges and agrees that the restrictive covenants set forth in the Separation Agreement remain in full force and effect and are incorporated herein by reference. Without limiting the foregoing, the Advisor acknowledges the continuing applicability of the following covenants: (a) Non-Competition. The non-competition covenant set forth in Section 7(

ARTICLE 6 — TERM AND TERMINATION

Section 6.1 — Term This Agreement shall commence on the Effective Date (March 31, 2024) and shall expire on March 31, 2026, unless earlier terminated in accordance with this Article 6 (the "Advisory Term"). The Advisory Term shall not automatically renew. Any extension or renewal of the Advisory Term shall require the mutual written agreement of the Parties.

Section 6.2 — Termination by the Company Without Cause The Company may terminate this Agreement at any time without Cause upon sixty (60) days' prior written notice to the Advisor. In the event of such termination, the Company shall pay the Advisor: (a) All accrued but unpaid advisory fees through the effective date of termination, pro-rated for any partial quarter based on the number of days elapsed in such quarter;

Section 6.3 — Termination by the Company for Cause The Company may terminate this Agreement immediately upon written notice to the Advisor for "Cause." For purposes of this Agreement, "Cause" shall mean: (a) A material breach of any provision of this Agreement by the Advisor that remains uncured for fifteen (15) days after the Advisor's receipt of written notice from the Company specifying the nature of such breach i

Section 6.4 — Termination by the Advisor The Advisor may terminate this Agreement at any time upon thirty (30) days' prior written notice to the Company. In the event of such termination, the Company shall pay all accrued but unpaid advisory fees through the effective date of termination, pro-rated for any partial quarter. No additional severance, termination fee, or other compensation shall be payable to the Advisor

Section 6.5 — Termination Upon Death or Disability This Agreement shall terminate automatically upon the Advisor's death or Disability. For purposes of this Agreement, "Disability" means the Advisor's inability, by reason of physical or mental incapacity, illness, or injury, to perform the advisory services contemplated by this Agreement for a period of ninety (90) consecutive calendar days or one hundred twenty (120

Section 6.6 — Effect of Termination Upon any termination or expiration of this Agreement for any reason: (a) The Advisor's obligation to perform advisory services hereunder shall immediately cease as of the effective date of termination or expiration; (b) The provisions of Article 5 (Confidentiality; intellectual Property; Restrictive Covenants), Article 7 (Indemnification and Liability), Article 8 (Representations a

ARTICLE 7 — INDEMNIFICATION AND LIABILITY

Section 7.1 — Indemnification of the Advisor The Company shall indemnify, defend, and hold harmless the Advisor and the Advisor's heirs, executors, administrators, and legal representatives (collectively, the "Advisor Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and disbursem

Section 7.2 — Indemnification by the Advisor The Advisor shall indemnify, defend, and hold harmless the Company and its Affiliates, and their respective members, managers, officers, employees, agents, successors, and assigns (collectively, the "Company Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating to the Advisor's gross negligence, willful misconduct, bad faith,

Section 7.3 — Limitation of Liability In no event shall the Advisor's aggregate liability under this Agreement, whether in contract, tort, or otherwise, exceed the total amount of advisory fees actually received by the Advisor under this Agreement during the Advisory Term. Neither Party shall be liable to the other Party for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind,

Section 7.4 — Advancement of Expenses The Company shall advance to the Advisor reasonable attorneys' fees and other costs and expenses incurred by the Advisor in connection with any claim, action, suit, or proceeding for which the Advisor is entitled to indemnification under Section 7.1, upon receipt of an undertaking by the Advisor to repay such amounts if it is ultimately determined that the Advisor is not entitled

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Representations of the Advisor The Advisor hereby represents and warrants to the Company as follows: (a) The Advisor has full legal capacity, right, power, and authority to enter into this Agreement and to perform all of his obligations hereunder, and no further action, consent, or approval is required on the part of the Advisor in connection therewith. (b) The execution, delivery, and performance by th

Section 8.2 — Representations of the Company The Company hereby represents and warrants to the Advisor as follows: (a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to conduct its business as presently conducted. (b) The Company has full power and authority t

ARTICLE 9 — GENERAL PROVISIONS

Section 9.1 — 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 of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9.2 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (each, a "Dispute"), shall be resolved as follows: (a) Negotiation. The Parties shall first attempt to resolve any Dispute by good-faith negotiation between the Advisor and the Managing Members. Either Party may initiate such negotiation by delivering writ

Section 9.3 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier (with tracking confirmation), (c) sent by certified mail, return receipt requested, postage prepaid, or (d) sent by el

Section 9.4 — Entire Agreement This Agreement, together with the Separation Agreement, the Carry Side Letter dated February 28, 2024, and the other documents and agreements expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, commitments, offers, c

Section 9.5 — Amendment This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Parties. No oral modification of this Agreement shall be effective, and no course of dealing between the Parties shall be deemed to modify, amend, or discharge any provision of this Agreement.

Section 9.6 — Waiver No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or similar nature. No waiver shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such Party's right to enforce suc

Section 9.7 — Assignment This Agreement is personal to the Advisor and may not be assigned, delegated, or transferred by the Advisor, in whole or in part, without the prior written consent of the Company. Any purported assignment by the Advisor in violation of this Section 9.7 shall be null and void. The Company may assign this Agreement to any Affiliate, including Ardent Capital Holdings LLC, without the prior writt

Section 9.8 — Severability If any provision of this Agreement 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 Agreement, and the remaining provisions shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to repl

Section 9.9 — Counterparts This Agreement 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. Signatures delivered by facsimile, electronic mail (including portable document format (.pdf)), or other electronic transmission shall be deemed original signatures and shall be fully effective and binding for all purpo

Section 9.10 — No Third-Party Beneficiaries This Agreement is entered into for the sole benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties, the Advisor Indemnified Parties, and the Company Indemnified Parties, as applicable) any legal or equitable right, benefit, or r

Section 9.11 — Relationship to Other Agreements In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Separation Agreement, the terms and provisions of the Separation Agreement shall control and prevail to the extent of such conflict or inconsistency. Nothing in this Agreement shall modify, limit, expand, or otherwise affect the Advisor's continuing clawback ob

1. Portfolio Company Advisory The Advisor shall provide consultation and strategic advice regarding the Fund's eleven (11) active Portfolio Companies, which are organized in the following categories as of the Effective Date: Industrial Platform Companies: (a) Control investments in specialty manufacturing businesses, including value-added industrial components and precision-engineered products; (b) Control investment

2. Industry Sector Consultation The Advisor shall provide advice on industry trends, market conditions, competitive dynamics, regulatory developments, and investment themes relevant to the Fund's focus on control investments in North American middle-market industrial and business-services companies, including companies with enterprise values between One Hundred Fifty Million Dollars ($150,000,000) and Seven Hundred F

3. Transition and Knowledge-Transfer Support The Advisor shall provide transition and knowledge-transfer support to the following professionals of the Company, as reasonably requested by the Managing Members: (a) Robert Hsiao, Partner — transfer of primary portfolio oversight responsibilities, board-level relationships, and investment thesis documentation for designated Portfolio Companies; (b) Elena Marchetti, Princ

4. Ad Hoc Strategic Advisory The Advisor shall provide such other ad hoc strategic advisory services as may be reasonably requested from time to time by Marcus Aldridge and Priya Narayanan, including participation in periodic portfolio review meetings and investment committee discussions in a non-voting, advisory capacity, introductions to industry contacts and prospective co-investors, and such other services as the

3. Payment Method All advisory fee payments shall be made by wire transfer of immediately available funds to a bank account designated by the Advisor in writing, or by such other method as the Parties may agree in writing from time to time.

4. Tax Treatment (a) The Advisor is engaged as an independent contractor and is not an employee of the Company for federal, state, or local tax purposes. (b) The Company shall not withhold federal, state, or local income taxes, Social Security taxes, Medicare taxes, or any other payroll taxes from the advisory fees paid to the Advisor hereunder. (c) The Company shall issue IRS Form 1099-NEC (Nonemployee Compensation)

5. Expense Reimbursement Reasonable, documented, out-of-pocket expenses incurred by the Advisor in the performance of advisory services shall be reimbursed by the Company in accordance with Section 4.2 of the Agreement. Expenses exceeding Five Thousand Dollars ($5,000) per single expense or related series of expenses require prior written approval of a Managing Member. Expense reimbursement requests shall be submitte