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Contract analysis / trask-carry-retention-side-letter.docx
trask-carry-retention-side-letter.docx
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Medium · 1
Standard · 3
1. The Accrued Carry is based on the Fund's quarterly valuation as of September 30, 2023,
Standard
⚑ Commercial term
1. The Accrued Carry is based on the Fund's quarterly valuation as of September 30, 2023, prepared by Broadleaf Consulting Group. This amount is subject to change based on subsequent portfolio company performance, realization events, and future valuations.
2. The Retained Carry represents Ms. Trask's continuing economic interest in the carried
2. The Retained Carry represents Ms. Trask's continuing economic interest in the carried interest of the Fund attributable to pre-Departure Date portfolio investments and is subject to future appreciation and depreciation.
3. The Forfeited Vested Carry and all forfeited unvested carry have been irrevocably reli
3. The Forfeited Vested Carry and all forfeited unvested carry have been irrevocably relinquished by Ms. Trask and will be reallocated to the remaining and next-generation principals in accordance with the Amended and Restated Carried Interest Allocation Agreement.
4. The escrow release amount of $1,257,840 is payable to Ms. Trask within 60 days of the
Medium
⚑ Notice / time limit to track
4. The escrow release amount of $1,257,840 is payable to Ms. Trask within 60 days of the Departure Date. The remaining escrow balance of $1,892,160 shall be maintained through the expiration of the clawback period on April 15, 2026.
5. All amounts are expressed in United States dollars.
Standard
⚑ Commercial term
5. All amounts are expressed in United States dollars. EXHIBIT B POST-RESTRUCTURING DISTRIBUTION FLOW DIAGRAM The following sets forth the post-Restructuring distribution mechanics applicable to Ms. Trask's Retained Carry: Ardent Capital Partners III LP (the Fund) ↓ Carried interest distributions (20% of net profits, subject to 8% preferred return and full catch-up) ↓ Ardent Capital GP III LLC (General Partner) ↓ Dis
1. Ms. Trask receives distributions as a former member holding a residual economic intere
1. Ms. Trask receives distributions as a former member holding a residual economic interest in HoldCo. She is not a member of HoldCo and does not hold any voting, consent, management, or governance rights with respect to HoldCo, GP Intermediate, the General Partner, or the Fund.
2. Notwithstanding the interposition of the GP Intermediate and HoldCo structures as part
2. Notwithstanding the interposition of the GP Intermediate and HoldCo structures as part of the Restructuring, Ms. Trask's right to receive the Retained Carry shall not be impaired, diminished, or delayed by virtue of such structures.
3. Distributions to Ms. Trask shall be made within fifteen (15) business days of the Gene
3. Distributions to Ms. Trask shall be made within fifteen (15) business days of the General Partner's receipt of carry distributions from the Fund, subject to applicable withholding and escrow requirements.
4. The distribution flow set forth in this Exhibit B is subject to the terms and conditio
4. The distribution flow set forth in this Exhibit B is subject to the terms and conditions of the LPA, the Second Amended and Restated LLC Agreement of the General Partner, the LLC Agreement of GP Intermediate, and the LLC Agreement of HoldCo.
5. Post-Restructuring carry allocations among the remaining principals (Marcus Aldridge 4
Standard
⚑ Commercial term
5. Post-Restructuring carry allocations among the remaining principals (Marcus Aldridge 42%, Priya Narayanan 36%, Robert Hsiao 14%, Elena Marchetti 4%, Samuel Okonkwo 4%) flow through the same structure but are governed by the Amended and Restated Carried Interest Allocation Agreement, to which Ms. Trask is not a party. Metric | Value Gross MOIC | 1.42x Net IRR | 14.7% Unrealized Value | $2,330,000,000 Realized Proce