Contract analysis

Section 1.1 "Accrued Carried Interest" means the aggregate carried interest accrued to the Fund as of September 30, 2023, which the Parties agree is equal to Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000), as determined by the Fund's auditor based on the fair market value of the Fund's portfolio investments as of such date.

Section 1.2 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction o

Section 1.3 "Business Day" means any day other than a Saturday, a Sunday, or a day on which banks in New York, New York are authorized or required by law to close.

Section 1.4 "Carry Escrow" means the escrow account maintained for Kellner's benefit in accordance with the Fund's carried interest escrow arrangements, containing thirty percent (30%) of carried interest distributions attributable to Kellner, with a current balance of Three Million Nine Hundred Forty-Two Thousand Dollars ($3,942,000) as of the Execution Date.

Section 1.5 "Clawback Obligation" means Kellner's obligation to return carried interest distributions previously received, as set forth in the LPA and as further provided in Article 4 of this Agreement.

Section 1.6 "Fund" means Ardent Capital Partners III LP, a Delaware limited partnership.

Section 1.7 "Governmental Authority" means any federal, state, local, or foreign government, or any political subdivision thereof, or any agency, authority, bureau, commission, department, official, political subdivision, tribunal, or other instrumentality of any such government or political subdivision, or any self-regulatory organization, including, without limitation, the United States Securities and Exchange Comm

Section 1.8 "GP Commitment" means Kellner's share of the general partner commitment to the Fund, as further described in Article 5 of this Agreement.

Section 1.9 "GP Intermediate" means Ardent GP Intermediate LLC, a Delaware limited liability company, Delaware Division of Corporations File No. 7948237, Employer Identification Number 93-1847231.

Section 1.10 "HoldCo" means Ardent Capital Holdings LLC, a Delaware limited liability company, Delaware Division of Corporations File No. 7948231, Employer Identification Number 93-1847225.

Section 1.11 "Kellner Carry Percentage" means fifteen percent (15%) of the carried interest pool of the Fund, representing Kellner's share of the aggregate carried interest to which the General Partner is entitled under the LPA.

Section 1.12 "LPA" means the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of June 15, 2019, as amended, supplemented, or otherwise modified from time to time.

Section 1.13 "Next-Generation Principals" means Elena Marchetti and Samuel Okonkwo, each of whom is a principal of the Ardent Capital platform and a member of HoldCo.

Section 1.14 "Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, or other entity, or any Governmental Authority.

Section 1.15 "Remaining Principals" means Marcus Aldridge, Priya Narayanan, and Robert Hsiao, each of whom is a principal of the Ardent Capital platform and a member of HoldCo.

Section 1.16 "Senior Advisor Agreement" means the separate Senior Advisor Agreement between the Management Company and Kellner, effective as of the Separation Date, a form of which is attached hereto as Exhibit D.

Section 1.17 "Separation Date" means March 31, 2024.

Section 1.18 "Vested Carried Interest" means Kellner's vested carried interest in the Fund, which the Parties agree is equal to Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000) as of September 30, 2023, being fifteen percent (15%) of the Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000), subject to future appreciation and depreciation based on the performance

Section 1.19 General Interpretive Provisions. Unless the context otherwise requires, (a) the terms "hereof," "herein," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the term "including" means "including without limitation"; (c) the singular includes the plural and vice versa; (d) references to a "Section," "Article," or "Exhibit" refer to

ARTICLE 2: SEPARATION AND WITHDRAWAL

Section 2.1 Retirement and Separation Date (a) Kellner's retirement from the Ardent Capital platform shall be effective as of March 31, 2024 (the "Separation Date"). As of the Separation Date, Kellner shall cease to serve in any capacity as an officer, director, manager, managing member, employee, agent, or representative of the Company Entities and each of their respective subsidiaries and Affiliates, except as expr

Section 2.2 Withdrawal from General Partner (a) Effective as of the Separation Date, Kellner shall withdraw as a member of Ardent Capital GP III LLC. Kellner's fifteen percent (15%) membership interest in the General Partner shall be cancelled in full as of the Separation Date, and Kellner shall have no further rights, interests, or obligations as a member of the General Partner, except as expressly set forth in this

Section 2.3 Withdrawal from Management Company (a) Effective as of the Separation Date, Kellner shall withdraw as a member of Ardent Capital Management LLC. Kellner's membership interest in the Management Company shall be cancelled in full as of the Separation Date, and Kellner shall have no further rights, interests, or obligations as a member of the Management Company, except as expressly set forth in this Agreemen

Section 2.4 Cessation of ManCo Economics (a) As of the Separation Date, Kellner shall cease to participate in the ManCo Profit Share. For the avoidance of doubt, Kellner's pre-Restructuring share of the ManCo Profit Share was fifteen percent (15%) of the Management Company's distributable income, which, based on the Management Company's net revenue of approximately Seventeen Million One Hundred Fifty Thousand Dollars

Section 2.5 Transition to Senior Advisor (a) As of the Separation Date, Kellner shall transition from his current role as a Senior Partner of the Ardent Capital platform to the role of Senior Advisor to the Management Company, pursuant to the terms and conditions of the Senior Advisor Agreement, a form of which is attached hereto as Exhibit D. (b) The Senior Advisor Agreement shall provide for a two (2)-year advisory

Section 3.1 Retention of Vested Carried Interest (a) Kellner shall retain one hundred percent (100%) of his Vested Carried Interest in Fund III. As of September 30, 2023, Kellner's Vested Carried Interest is Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000), representing fifteen percent (15%) of the Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000). The Vested

Section 3.2 Carry Distribution Mechanics (a) Distributions of carried interest attributable to Kellner's retained interest shall be made through Ardent GP Intermediate LLC and the General Partner in accordance with the Fund's carried interest waterfall as set forth in the LPA, which provides for carried interest equal to twenty percent (20%) of net profits, subject to an eight percent (8%) preferred return to limited

Section 3.3 No Unvested Carry Forfeiture For the avoidance of doubt, Kellner has served as a principal of the Ardent Capital platform for more than thirteen (13) years. Accordingly, all of Kellner's carried interest in the Fund is fully vested as of the Execution Date, and no forfeiture, reduction, or acceleration of vesting shall apply in connection with Kellner's retirement or separation from the Company Entities.

Section 3.4 Go-Forward Carry (a) Kellner shall not participate in any carried interest attributable to investments made by the Fund after the Separation Date. For purposes of this Section 3.4, an investment shall be deemed to have been made on the date on which the Fund first funds capital in connection with such investment. (b) The go-forward carried interest pool, consisting of one hundred percent (100%) of the car

ARTICLE 4: CLAWBACK OBLIGATION

Section 4.1 Continuation of Clawback (a) Kellner's clawback obligation under the LPA, which is a joint and several obligation among the members of the General Partner at one hundred percent (100%) of carried interest distributions received, shall continue in full force and effect for a period of three (3) years following the Separation Date (i.e., through March 31, 2027) (the "Clawback Period"). During the Clawback P

Section 4.2 Carry Escrow (a) The existing Carry Escrow balance of Three Million Nine Hundred Forty-Two Thousand Dollars ($3,942,000), representing thirty percent (30%) of the Vested Carried Interest of Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000), shall remain in the escrow account for a period of three (3) years following the Separation Date (i.e., through March 31, 2027), coterminous with the C

Section 4.3 Limitation on Clawback Exposure (a) Notwithstanding any provision of the LPA or any other agreement to the contrary, Kellner's maximum clawback exposure shall not exceed the aggregate carried interest distributions actually received by Kellner (including amounts held in the Carry Escrow and any distributions received after the Separation Date in respect of his retained Vested Carried Interest), net of any

Section 5.1 Kellner's GP Commitment Kellner's total general partner commitment to the Fund is Six Million Three Hundred Thousand Dollars ($6,300,000), representing fifteen percent (15%) of the aggregate general partner commitment of Forty-Two Million Dollars ($42,000,000). As of the Execution Date, Kellner has funded Four Million Four Hundred Ten Thousand Dollars ($4,410,000) of such commitment (representing seventy

Section 5.2 Funded Commitment (a) Kellner's funded GP Commitment of Four Million Four Hundred Ten Thousand Dollars ($4,410,000) shall remain invested in the Fund and shall continue to participate in Fund distributions in accordance with the LPA on the same basis as other capital contributions made by the General Partner and its members. (b) Kellner shall receive his pro rata share of return of capital and profits att

Section 5.3 Assumption of Unfunded Commitment (a) Kellner's remaining unfunded GP Commitment of One Million Eight Hundred Ninety Thousand Dollars ($1,890,000) shall be assumed by the members of Ardent Capital Holdings LLC, pro rata in accordance with their respective membership percentages in HoldCo, as follows: Note: Any rounding adjustments shall be allocated to Marcus Aldridge. (b) Each HoldCo member identified in

Section 5.4 Release of Funding Obligation Effective as of the Separation Date, Kellner is hereby irrevocably released and discharged from any and all obligations to fund future capital calls related to the GP Commitment, including any obligations arising under the LPA, the GP LLC Agreement, the Management Agreement, or any subscription agreement or side letter. The Company Entities shall cause the General Partner to

ARTICLE 6: RESTRICTIVE COVENANTS

Section 6.1 Non-Competition (a) Kellner acknowledges that, during his tenure with the Ardent Capital platform, he has had access to and has developed confidential and proprietary information, trade secrets, investor relationships, and specialized knowledge regarding the Company Entities' investment strategy, portfolio management techniques, and competitive position. Kellner further acknowledges that the Company Entit

Section 6.2 Non-Solicitation of Employees (a) For a period of twenty-four (24) months following the Separation Date (i.e., through March 31, 2026), Kellner shall not, directly or indirectly, whether on his own behalf or on behalf of any other Person, solicit, recruit, hire, engage, or attempt to solicit, recruit, hire, or engage any employee, consultant, independent contractor, or other service provider of the Compan

Section 6.3 Non-Solicitation of Limited Partners (a) For a period of twenty-four (24) months following the Separation Date (i.e., through March 31, 2026), Kellner shall not, directly or indirectly, whether on his own behalf or on behalf of any other Person, solicit or attempt to solicit any limited partner of the Fund, or any limited partner of any other fund managed by the Ardent Capital platform, for the purpose of

Section 6.4 Enforcement; Equitable Relief (a) Kellner acknowledges and agrees that the restrictive covenants set forth in this Article 6 are reasonable and necessary for the protection of the Company Entities' legitimate business interests, and that a breach or threatened breach of any such covenant would cause the Company Entities irreparable harm that cannot be adequately compensated by monetary damages alone. (b)

Section 7.1 Confidential Information (a) For purposes of this Agreement, "Confidential Information" means all non-public information relating to the Fund, the Fund's portfolio companies, the Company Entities, HoldCo, GP Intermediate, the limited partners of the Fund, the investment strategy, the investment process, the financial information, the performance data, the proprietary processes, the trade secrets, and the

Section 7.2 Non-Disclosure Obligation (a) Kellner shall not, at any time following the Execution Date, disclose, reveal, communicate, publish, or make available any Confidential Information to any third party, or use any Confidential Information for any purpose other than as expressly contemplated by this Agreement or the Senior Advisor Agreement, without the prior written consent of the Company Entities. (b) Kellner

Section 7.3 Exceptions (a) The obligations set forth in Section 7.2 shall not apply to Confidential Information that: (i) is or becomes publicly available other than as a result of a disclosure by Kellner in violation of this Agreement; (ii) was known to Kellner prior to his association with the Ardent Capital platform, as documented by contemporaneous written records; (iii) is independently developed by Kellner with

Section 7.4 Return of Materials (a) Within ten (10) Business Days following the Separation Date, Kellner shall return to the Company Entities all property, documents, files, records, correspondence, memoranda, notes, reports, data, electronic records, storage media, devices, and other materials of any kind (in whatever form or medium) that contain, reflect, or relate to Confidential Information or that are the proper

ARTICLE 8: HEALTH INSURANCE CONTINUATION

Section 8.1 COBRA Equivalent Coverage (a) In recognition of Kellner's long tenure with the Ardent Capital platform and his contributions to the Company Entities, the Management Company shall provide Kellner with continued health insurance coverage for a period of twenty-four (24) months following the Separation Date (i.e., through March 31, 2026), at the sole cost and expense of the Management Company. (b) The covera

Section 8.2 Termination of Coverage The health insurance continuation provided pursuant to Section 8.1 shall terminate upon the earliest to occur of: (a) the expiration of the twenty-four (24)-month continuation period on March 31, 2026; (b) Kellner's eligibility for coverage under the Medicare program or under a comparable employer-sponsored group health insurance plan; or (c) Kellner's written election to decline o

ARTICLE 9: MUTUAL GENERAL RELEASE

Section 9.1 Release by Kellner (a) In consideration of the payments, benefits, and other consideration provided to Kellner under this Agreement, Kellner hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company Entities, HoldCo, GP Intermediate, the Fund, and their respective members, managers, officers, directors, employees, agents, representatives, partners, successors, and assign

Section 9.2 Release by the Company Entities (a) In consideration of the covenants and agreements of Kellner under this Agreement, the Company Entities hereby irrevocably and unconditionally release, acquit, and forever discharge Kellner and his heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Kellner Released Parties") from any and all claims, demands, actions, c

Section 9.3 Waiver of Unknown Claims Each Party expressly waives and relinquishes any and all rights and benefits that he, she, or it may have under any statute, legal principle, or doctrine of any jurisdiction that would otherwise limit the scope of the releases set forth in this Article 9 to claims known or suspected at the time of execution of this Agreement. Each Party understands and acknowledges that he, she, o

Section 9.4 No Admission This Agreement, including the releases set forth in this Article 9, does not constitute an admission by any Party of any wrongdoing, liability, violation of law, or breach of any duty or obligation. The Parties enter into this Agreement solely for the purpose of settling and resolving all matters between them arising out of or relating to Kellner's association with the Company Entities, and t

ARTICLE 10: REPRESENTATIONS AND WARRANTIES

Section 10.1 Representations by Kellner Kellner hereby represents and warrants to the Company Entities as follows: (a) Capacity and Authority. Kellner has full legal capacity and authority to execute, deliver, and perform this Agreement. This Agreement constitutes the legal, valid, and binding obligation of Kellner, enforceable against Kellner in accordance with its terms, subject to applicable bankruptcy, insolvency