Contract analysis

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the LPA or, if not defined in the LPA, in the applicable GP LLC Agreement or ManCo LLC Agreement. "Accrued Carried Interest" means the carried interest accrued as of September 30, 2023, in the aggregate am

ARTICLE II — WITHDRAWAL AND CESSATION OF MEMBERSHIP

Section 2.1. Withdrawal from the General Partner. Effective as of the Departure Date, Trask shall be deemed to have withdrawn as a member of Ardent Capital GP III LLC in accordance with Section 7.3 of the GP LLC Agreement. Her twelve percent (12%) membership interest in the GP shall be cancelled and retired, and she shall be removed from the GP's register of members. From and after the Departure Date, Trask shall hav

Section 2.2. Withdrawal from the Management Company. Effective as of the Departure Date, Trask shall be deemed to have withdrawn as a member of Ardent Capital Management LLC in accordance with Section 7.3 of the ManCo LLC Agreement. Her twelve percent (12%) membership interest in the ManCo shall be cancelled and retired, and she shall be removed from the ManCo's register of members. From and after the Departure Date,

Section 2.3. Cessation of ManCo Economics. Trask's entitlement to any portion of the Management Company Profit Share (currently approximately Two Million Sixty Thousand Dollars ($2,060,000) per annum, being twelve percent (12%) of the approximately Seventeen Million One Hundred Fifty Thousand Dollars ($17,150,000) annual ManCo Profit Share) shall terminate effective as of the Departure Date. Notwithstanding the foreg

Section 2.4. Execution of Amended Governing Documents. Trask agrees to execute, simultaneously with or promptly following the execution of this Agreement, each of the following documents: (a) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated as of February 28, 2024, reflecting, among other things, Trask's withdrawal as a member and the substitution of Ardent GP In

Section 2.5. No Further Authority. Effective as of the Departure Date, Trask shall have no authority to act on behalf of, or bind, the Fund, the GP, the ManCo, HoldCo, GP Intermediate, or any of their respective affiliates in any manner whatsoever. Trask shall not hold herself out as a member, partner, officer, agent, or representative of any of the foregoing entities after the Departure Date. During the period betwe

ARTICLE III — CARRIED INTEREST

Section 3.1. Vested Carry. The Parties acknowledge and agree that, as of September 30, 2023, Trask's total vested carried interest in the Fund is Ten Million Five Hundred Twelve Thousand Dollars ($10,512,000), being twelve percent (12%) of the aggregate Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000), as set forth in detail in Exhibit A attached hereto. The accrued carried

Section 3.2. Retained Carry. The Retained Carry represents Trask's continuing economic interest in the carried interest of the Fund with respect to investments in which carried interest had vested prior to the Departure Date. The Retained Carry shall be subject to adjustment, upward or downward, based on actual Fund performance, in accordance with the waterfall mechanics of the LPA and the terms of the Carry Side Let

Section 3.3. Forfeited Carry. Trask shall forfeit, without further consideration, each of the following: (a) and (b) One hundred percent (100%) of her unvested carried interest (the "Forfeited Unvested Carry"), the amount of which shall be determined based on the applicable vesting schedule set forth in the Carried Interest Allocation Agreement and which, for the avoidance of doubt, includes all carried interest that

Section 3.4. Carried Interest Distributions. Trask's Retained Carry shall be payable to her in accordance with the waterfall mechanics of the LPA, including the twenty percent (20%) carried interest allocation, subject to the eight percent (8%) Preferred Return and full catch-up provisions set forth in Section 7.2 of the LPA. Distributions of Retained Carry shall be paid The timing and mechanics of such distributions

Section 3.5. No Further Carry Accrual. Effective as of the Departure Date, Trask shall have no right to any carried interest attributable to investments made after the Departure Date or to any appreciation in the Fund's portfolio occurring after the Departure Date, For the avoidance of doubt, Trask shall not be entitled to any share of carried interest arising from (i) new investments made by the Fund after the Depar

ARTICLE IV — CLAWBACK OBLIGATION

Section 4.1. Continuation of Clawback. Notwithstanding Trask's withdrawal from the GP and the ManCo, Trask's Clawback Obligation under the LPA with respect to her Retained Carry shall continue for a period of years following the Departure Date (the "Clawback Period"), commencing on April 15, 2024 and expiring on During the Clawback Period, Trask shall remain subject to the clawback provisions set forth in Article 8 o

Section 4.2. Scope of Clawback. During the Clawback Period, Trask shall remain obligated under the joint and several clawback provisions of the LPA in respect of her Retained Carry only and not in respect of the Forfeited Carry. For the avoidance of doubt, Trask's maximum clawback exposure shall be limited to amounts actually distributed to Trask in respect of her Retained Carry In no event shall Trask's clawback obl

Section 4.3. Release After Clawback Period. Upon expiration of the Clawback Period on and the satisfaction (or waiver by the Company Parties) of any outstanding clawback obligations then existing, Trask's Clawback Obligation shall be fully and finally released and discharged, and Trask shall have no further clawback liability to the Fund, the GP, the ManCo, HoldCo, GP Intermediate, or any of their affiliates, success

ARTICLE V — CARRIED INTEREST ESCROW

Section 5.1. Existing Escrow Balance. The Parties acknowledge and agree that, as of the Execution Date, Trask's carried interest escrow balance is Three Million One Hundred Fifty Thousand Dollars ($3,150,000), representing thirty percent (30%) of prior carried interest distributions attributable to Trask and held in the Escrow Account in accordance with Section 8.4 of the LPA. The Escrow Account is maintained at Grea

Section 5.2. Adjusted Escrow Amount. In light of the forfeiture of a portion of Trask's vested carried interest pursuant to Section 3.3 of this Agreement, the Parties agree that the escrow balance attributable to Trask shall be adjusted to The adjusted escrow amount is calculated as set forth in Exhibit A attached hereto.

Section 5.3. Partial Escrow Release. Promptly following the Departure Date, and in any event within sixty (60) days thereof (i.e., on or before June 14, 2024), the Company Parties shall cause the release to Trask of from the Escrow Account, representing the excess of the existing escrow balance over the adjusted escrow amount Such release shall be made by wire transfer of immediately available funds to the account de

Section 5.4. Maintenance of Adjusted Escrow. The adjusted escrow balance of shall remain in the Escrow Account for the duration of the Clawback Period (through subject to adjustment in the event of (a) additional carried interest distributions made to Trask during the Clawback Period, in which case the escrow balance shall be increased by thirty percent (30%) of any such additional distributions, or (b) clawback even

Section 5.5. Release Upon Expiration. Upon expiration of the Clawback Period on and the satisfaction (or waiver by the Company Parties) of any outstanding clawback obligations, the remaining escrow balance shall be released to Trask within thirty (30) days. Such release shall be made by wire transfer of immediately available funds to the account designated by Trask in writing. In the event that any portion of the esc

Section 6.1. Trask's GP Commitment. The Parties acknowledge and agree that Trask's share of the total GP Commitment to the Fund is Five Million Forty Thousand Dollars ($5,040,000), being twelve percent (12%) of the total GP Commitment of Forty-Two Million Dollars ($42,000,000), as set forth in detail in Exhibit B attached hereto.

Section 6.2. Funded Commitment. As of the Execution Date, Trask has funded Three Million Five Hundred Twenty-Eight Thousand Dollars ($3,528,000) of her GP Commitment, reflecting the seventy percent (70%) of total capital that has been called by the Fund as of the Execution Date ($5,040,000 multiplied by 70% = $3,528,000). The funded amount has been contributed by Trask to the Fund through the GP in connection with ca

Section 6.3. Unfunded Commitment. As of the Execution Date, Trask's remaining unfunded GP Commitment is One Million Five Hundred Twelve Thousand Dollars ($1,512,000), being the difference between the total Trask GP Commitment of $5,040,000 and the funded amount of $3,528,000 ($5,040,000 minus $3,528,000 = $1,512,000).

Section 6.4. Assumption of Unfunded Commitment. Upon the Departure Date, Trask's unfunded GP Commitment of One Million Five Hundred Twelve Thousand Dollars ($1,512,000) shall be assumed by the on a pro rata basis in accordance with their post-Restructuring membership percentages, as set forth in the following schedule: Any rounding adjustments necessary to ensure that the aggregate assumed unfunded commitment equals

Section 6.5. Funded Commitment — Return of Capital. Trask's funded GP Commitment of Three Million Five Hundred Twenty-Eight Thousand Dollars ($3,528,000) shall be treated in accordance with the terms of the LPA. Trask shall be entitled to the return of contributed capital attributable thereto in the ordinary course of Fund distributions, subject to the waterfall provisions set forth in Section 7.2 of the LPA, the Cla

Section 6.6. Release of Capital Call Obligations. Effective as of the Departure Date, Trask shall have no further obligation to fund capital calls with respect to the Fund, whether arising under the LPA, the GP LLC Agreement, or otherwise. The Company Parties shall cause the Fund's records and the GP's records to be updated to reflect the release of Trask's unfunded capital call obligations and the assumption thereof

ARTICLE VII — SEPARATION PAYMENT

Section 7.1. Separation Payment. In consideration of the covenants and agreements set forth herein, including without limitation the restrictive covenants set forth in Article IX and the mutual release set forth in Article X, and in recognition of Trask's contributions to the Ardent Capital platform during her tenure, the Company Parties shall pay to Trask a lump-sum separation payment of (the "Separation Payment").

Section 7.2. Timing of Payment. The Separation Payment shall be made within days following the Departure Date (i.e., on or before by wire transfer of immediately available funds to the account designated by Trask in Exhibit C attached hereto, or to such other account as Trask may designate in writing to the Company Parties not less than five (5) business days prior to the date of payment. The Company Parties' obligat

Section 7.3. Tax Treatment. The Separation Payment shall be treated as ordinary income to Trask for federal, state, and local income tax purposes. The Company Parties shall issue an IRS Form 1099-NEC or other applicable tax form to Trask reflecting the Separation Payment for the taxable year in which the Separation Payment is made. No withholding shall be applied to the Separation Payment, and Trask shall be solely r

Section 7.4. No Other Payments. Except as expressly provided in this Agreement — including the Separation Payment (Section 7.1), the Retained Carry (Article III), the pro rata ManCo Profit Share through the Departure Date (Section 2.3), the return of funded GP Commitment (Section 6.5), and the escrow release (Section 5.3) — Trask shall not be entitled to any further compensation, bonus, distribution, profit share, ca

ARTICLE VIII — TRANSITION OBLIGATIONS

Section 8.1. Transition Period. During the period from the Execution Date through the Departure Date (the "Transition Period"), Trask shall cooperate with the Company Parties in the orderly transition of her responsibilities, including providing information and assistance regarding the eleven (11) active portfolio companies of the Fund and any pending investment activities, due diligence processes, or other matters i

Section 8.2. Return of Property. On or before the Departure Date, Trask shall return to the Company Parties all property of the Fund, the GP, the ManCo, HoldCo, GP Intermediate, and their affiliates and portfolio companies, including without limitation all documents (whether in physical or electronic form), files, records, memoranda, correspondence, notes, presentations, spreadsheets, financial models, data room mate

Section 8.3. Cooperation. Following the Departure Date, Trask shall, upon reasonable request by the Company Parties and at mutually convenient times, reasonably cooperate with the Company Parties in connection with any regulatory inquiries, examinations, audits, litigation, arbitration, or other proceedings (whether pending, threatened, or reasonably anticipated) relating to the Fund, the GP, the ManCo, or any portfo

ARTICLE IX — RESTRICTIVE COVENANTS

Section 9.1. Non-Competition. For a period of months following the Departure Date (i.e., through (the "Non-Compete Period"), Trask shall not, directly or indirectly, whether individually or as a principal, partner, member, manager, stockholder, director, officer, employee, agent, consultant, advisor, or in any other capacity, own, manage, operate, control, be employed by, consult for, participate in, or be connected

Section 9.2. Non-Solicitation of Employees. For a period of months following the Departure Date (i.e., through (the "Employee Non-Solicit Period"), Trask shall not, directly or indirectly, whether individually or through any other person, firm, corporation, or other entity, solicit, recruit, hire, engage, retain, or encourage the departure of any employee, consultant, or independent contractor of the Company Parties

Section 9.3. Non-Solicitation of Limited Partners. For a period of months following the Departure Date (i.e., through (the "LP Non-Solicit Period"), Trask shall not, directly or indirectly, whether individually or through any other person, firm, corporation, or other entity, solicit, contact, or communicate with any limited partner of the Fund (or any affiliate thereof) for the purpose of (a) inducing such limited pa

Section 9.4. Reasonable Restrictions. The Parties acknowledge and agree that the restrictive covenants set forth in this Article IX are reasonable and necessary to protect the legitimate business interests of the Company Parties and the Fund, including the protection of confidential information, trade secrets, client and investor relationships, employee relationships, and goodwill. The Parties further acknowledge and

Section 9.5. Remedies. Trask acknowledges and agrees that a breach of any of the restrictive covenants set forth in this Article IX would cause irreparable harm to the Company Parties and the Fund for which money damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of any provision of this Article IX, the Company Parties shall be entitled, in addition to all other remedi

ARTICLE X — MUTUAL GENERAL RELEASE

Section 10.1. Release by Trask. Effective as of the Execution Date, Trask, for herself and her heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally releases and forever discharges the Company Parties, the Fund, HoldCo, GP Intermediate, and each of their respective past, present, and future members, managers, partners (general and limited), officer

Section 10.2. Release by Company Parties. Effective as of the Execution Date, the Company Parties, for themselves and on behalf of the Fund, HoldCo, GP Intermediate, and their respective successors and assigns, hereby irrevocably and unconditionally release and forever discharge Trask and her heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Trask Released Parties

Section 10.3. Covenant Not to Sue. Each Party covenants and agrees that neither it nor she will commence, maintain, or prosecute any action, suit, claim, charge, complaint, or other proceeding of any kind against any other Party or any of the Released Parties with respect to any claim released under this Article X, in any court, tribunal, agency, or other forum, except as expressly permitted by the carve-outs set for

Section 10.4. Waiver of Unknown Claims. Each Party expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights under any statute or common law principle (including, without limitation, Section 1542 of the California Civil Code and any similar statute or rule of any other jurisdiction) that would otherwise limit the release of unknown claims. Each Party understands and ackn

Section 11.1. Confidentiality Obligations. Trask acknowledges that, during the course of her membership in the GP and the ManCo and her engagement with the Company Parties and the Fund, she has had access to and has received, developed, and contributed to Confidential Information of the Company Parties, the Fund, and their portfolio companies. Trask shall maintain in strict confidence and shall not, directly or indir

Section 11.2. Exceptions. Trask's confidentiality obligations under this Article XI shall not apply to information that: (a) is or becomes generally available to the public through no breach of this Agreement by Trask or any person acting on her behalf; (b) was known to Trask prior to her engagement with the Company Parties, as demonstrated by written records predating such engagement; (c) is independently developed

Section 11.3. Duration. The confidentiality obligations set forth in this Article XI shall survive the Departure Date and shall continue indefinitely, except as to information that ceases to constitute Confidential Information by reason of the exceptions set forth in Section 11.2 above. The Parties acknowledge that the confidentiality obligations set forth in this Article XI are in addition to, and not in lieu of, an

ARTICLE XII — NON-DISPARAGEMENT

Section 12.1. Mutual Non-Disparagement. Each Party agrees that, from and after the Execution Date, she or it shall not, directly or indirectly, whether in public or in private, make, publish, communicate, or cause to be made, published, or communicated, any disparaging, defamatory, derogatory, or otherwise negative statements, comments, or remarks regarding the other Party, or in Trask's case regarding the Fund, Hold

Section 12.2. Exceptions. Nothing in this Article XII shall prevent any Party from: (a) making truthful statements as required by applicable law, regulation, subpoena, or court order; (b) making truthful statements in connection with any legal or arbitral proceeding, including in any pleading, brief, declaration, affidavit, or testimony; communicating in confidence with such Party's legal counsel, tax advisors, or ot

ARTICLE XIII — INDEMNIFICATION

Section 13.1. Surviving Indemnification. The Company Parties confirm and agree that, notwithstanding Trask's withdrawal from the GP and the ManCo, Trask shall continue to be entitled to indemnification and advancement of expenses under the existing indemnification provisions of the GP LLC Agreement and the ManCo LLC Agreement (as in effect prior to the execution of the Second Amended and Restated versions thereof), i