Contract analysis

I. PURPOSE AND SCOPE OF MEMORANDUM This memorandum documents the results of the conflicts analysis conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") by Ardent Capital Management LLC ("ManCo") to advise on a comprehensive restructuring of the management company and realignment of economics among the principals of Ardent Capital Partners III LP (the "Fund"). The pur

II. DESCRIPTION OF PROPOSED ENGAGEMENT A. Client Identification Client: Ardent Capital Management LLC (the "ManCo"), a Delaware limited liability company and registered investment adviser with the United States Securities and Exchange Commission (CRD #298417). The ManCo's principal office is located at 590 Madison Avenue, 28th Floor, New York, NY 10022. The ManCo's Employer Identification Number is 84-3291070. The Ma

III. PARTIES SEARCHED The following parties, entities, and individuals were run through the Firm's centralized conflicts database. The parties are organized by category to facilitate review. All entity names, individual names, known aliases, and commonly used abbreviations were included as search terms. A complete list of all search terms used is set forth in Appendix A to this memorandum. A. Fund Entities (Client-Si

1. Ardent Capital Partners III LP (the "Fund") — A Delaware limited partnership formed on January 22, 2018, for the purpose of making private equity investments in middle-market companies. EIN: 84-3291057. Principal office: 590 Madison Avenue, 28th Floor, New York, NY 10022. The Fund held its first close on June 1, 2018, and its final close on April 15, 2019, with aggregate capital commitments of approximately $2.8 b

2. Ardent Capital GP III LLC (the "General Partner" or "GP") — A Delaware limited liability company that serves as the general partner of the Fund. EIN: 84-3291063. The GP's registered agent is Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. The GP's members are the principals identified in Section III.B below, with percentage interests as described therein.

3. Ardent Capital Management LLC (the "ManCo") — A Delaware limited liability company that serves as the SEC-registered investment adviser to the Fund. SEC registration pursuant to the Investment Advisers Act of 1940; CRD #298417. EIN: 84-3291070. Principal office: 590 Madison Avenue, 28th Floor, New York, NY 10022. The ManCo receives the management fee from the Fund (currently 1.75% of committed capital during the i

4. Ardent Capital Holdings LLC ("HoldCo") — A Delaware limited liability company to be formed as part of the restructuring contemplated by this engagement. HoldCo is not yet in existence, and its EIN is to be obtained. Upon formation, HoldCo is intended to serve as the top-level holding entity above both the ManCo and the GP (through GP Intermediate), providing a unified governance and economic structure for successi

5. Ardent GP Intermediate LLC ("GP Intermediate") — A Delaware limited liability company to be formed as part of the restructuring contemplated by this engagement. GP Intermediate is not yet in existence, and its EIN is to be obtained. Upon formation, GP Intermediate will be interposed between HoldCo and the existing General Partner entity, serving as the sole member of Ardent Capital GP III LLC. B. Principals of the

1. Marcus Aldridge — Co-Founder and Managing Partner of Ardent Capital. Age 56. Mr. Aldridge is a remaining principal and will continue as a managing member of the restructured entities. He currently holds a 35% membership interest in the GP and a 35% carried interest allocation in the Fund. Mr. Aldridge received his B.A. from Yale University and his M.B.A. from the Wharton School of the University of Pennsylvania. H

2. Priya Narayanan — Co-Founder and Managing Partner of Ardent Capital. Age 53. Ms. Narayanan is a remaining principal and will continue as a managing member of the restructured entities. She currently holds a 30% membership interest in the GP and a 30% carried interest allocation in the Fund. Ms. Narayanan received her B.A. from Princeton University and her J.D. from Columbia Law School. She is admitted to the bar i

3. David Kellner — Senior Partner (Departing — Retirement). Age 61. Mr. Kellner joined Ardent Capital in 2010 as a senior hire from a predecessor firm. He currently holds a 15% membership interest in the GP and a 15% carried interest allocation in the Fund. Mr. Kellner's retirement is effective March 31, 2024, and he is expected to transition to a Senior Advisor role with a reduced economic participation (terms to be

4. Joanna Trask — Partner (Departing — Voluntary). Age 48. Ms. Trask joined Ardent Capital in 2013. She currently holds a 12% membership interest in the GP and a 12% carried interest allocation in the Fund. Ms. Trask is departing voluntarily to join another private equity firm (identity not yet disclosed to Calderwood & Harkness) effective April 15, 2024. Her residential address is on file with the Firm.

5. Robert Hsiao — Partner (Remaining). Age 44. Mr. Hsiao joined Ardent Capital in 2015. He currently holds an 8% membership interest in the GP and an 8% carried interest allocation in the Fund. Mr. Hsiao received his M.Eng. from the Massachusetts Institute of Technology and his M.B.A. from Harvard Business School. His residential address is on file with the Firm. C. Next-Generation Principals

1. Elena Marchetti — Principal. Age 38. Ms. Marchetti joined Ardent Capital in 2017 and is expected to receive a 4% carried interest allocation as part of the post-restructuring economics realignment. She does not currently hold a membership interest in the GP but is anticipated to become a member of HoldCo upon completion of the restructuring. Her residential address is on file with the Firm.

2. Samuel Okonkwo — Principal. Age 36. Mr. Okonkwo joined Ardent Capital in 2018 and is expected to receive a 4% carried interest allocation as part of the post-restructuring economics realignment. He does not currently hold a membership interest in the GP but is anticipated to become a member of HoldCo upon completion of the restructuring. His residential address is on file with the Firm. D. Departing Principals' Co

1. Whitford & Chase LLP — A law firm retained by David Kellner and Joanna Trask to represent them in the negotiation of their respective separation arrangements with Ardent Capital. Principal office: 200 Park Avenue, Suite 4200, New York, NY 10166. Whitford & Chase is a nationally recognized law firm with a significant private funds practice.

2. Richard Beaulieu — Partner, Private Funds practice, Whitford & Chase LLP. Mr. Beaulieu is lead counsel for the departing principals in connection with the separation negotiations.

3. Hannah Polk — Associate, Private Funds practice, Whitford & Chase LLP. Ms. Polk is working under Mr. Beaulieu's supervision on the separation negotiations. E. Fund Formation Counsel

1. Pemberton Hale LLP — A law firm that served as fund-formation counsel for Ardent Capital Partners III LP and continues to serve as ongoing counsel for routine fund operations, including portfolio company transactions, LP communications, and regulatory compliance. Principal office: One Liberty Plaza, 40th Floor, New York, NY 10006.

2. Victoria Langford — Partner, Pemberton Hale LLP. Ms. Langford is the lead partner on the Ardent Capital Partners III LP engagement and has served as primary outside counsel to the Ardent Capital platform since the formation of Fund III. F. LPAC Members / Key Limited Partners

1. Ridgeline Public Employees' Retirement System — A state pension fund and the Fund's largest limited partner, with a capital commitment of $225 million. Ridgeline is a member of the Fund's LPAC. Primary contact: Thomas Engström, Chief Investment Officer.

2. Crestwood Endowment Partners — A university endowment and limited partner in the Fund, with a capital commitment of $150 million. Crestwood is a member of the Fund's LPAC. Primary contact: Annika Johansson, Director of Private Equity.

3. Pinnacle Insurance Group — An insurance company limited partner in the Fund, with a capital commitment of $175 million. Pinnacle is a member of the Fund's LPAC. Primary contact: Derek Mallinson, Head of Alternatives.

4. Graystone Family Office LLC — A single-family office organized as a Delaware limited liability company and a limited partner in the Fund, with a capital commitment of $50 million. Graystone is a member of the Fund's LPAC. Primary contact: Catherine Whitfield, Managing Director.

5. Haverford Capital Partners — An institutional limited partner in the Fund. Haverford has been identified in side-letter analysis as having material-change consent requirements that are potentially triggered by the proposed restructuring, specifically provisions requiring prior written consent from Haverford before any change in the identity of "Key Persons" or any material change in the management structure of the

1. Heathrow Whitman & Co. — An independent accounting firm serving as auditor and tax advisor to the Fund and ManCo. Principal office: 1345 Avenue of the Americas, 18th Floor, New York, NY 10105. Lead engagement partner: Paul Devereux, CPA.

2. Broadleaf Consulting Group — An independent valuation firm providing quarterly portfolio company valuations in accordance with the Fund's valuation policy and ASC 820 fair value standards. Principal office: 125 High Street, Suite 2800, Boston, MA 02110. Lead: Martin Schreiber, ASA (Accredited Senior Appraiser).

3. Lockwood Placement Partners LLC — Placement agent for the Fund III fundraise. Certain tail-fee obligations remain with respect to commitments sourced by Lockwood during the fundraising period. Principal office: 399 Park Avenue, Suite 3100, New York, NY 10022. Lead: Sarah Fontaine.

4. Prestige Registered Agents LLC — Registered agent for the GP entity in the State of Delaware. 850 New Burton Road, Suite 201, Dover, DE 19904. Prestige provides statutory registered agent services only and has no advisory, management, or governance role with respect to any Ardent Capital entity.

IV. CONFLICT CHECK METHODOLOGY The conflict check was conducted in accordance with Calderwood & Harkness's Firm Policy No. 4.2 (Conflicts of Interest — New Engagement Clearance Procedures), as most recently updated on July 1, 2023. The following procedures were followed: Database Search. All party names, entity names, individual names, and known aliases or short names (as set forth in Appendix A) were searched agains

V. RESULTS OF CONFLICT SEARCH The results of the conflict search are set forth below, organized by party category. For each party or group of parties, the result of the database search and any related analysis are provided. A. Fund Entities (Ardent Capital Partners III LP, Ardent Capital GP III LLC, Ardent Capital Management LLC) Result: No prior or current representation identified. Calderwood & Harkness has not pre

1. Ridgeline Public Employees' Retirement System — No current representation by Calderwood & Harkness. Ridgeline does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified — Calderwood & Harkness does not represent any party currently adverse to Ridgeline in any pending matter. Thomas Engström (CIO) individually checked — clear. No conflicts identified.

2. Crestwood Endowment Partners — No current representation by Calderwood & Harkness. Crestwood does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Annika Johansson (Director of Private Equity) individually checked — clear. No conflicts identified.

3. Pinnacle Insurance Group — No current representation by Calderwood & Harkness. Pinnacle does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Derek Mallinson (Head of Alternatives) individually checked — clear. No conflicts identified.

4. Graystone Family Office LLC — No current representation by Calderwood & Harkness. Graystone does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Catherine Whitfield (Managing Director) individually checked — clear. No conflicts identified.

5. Haverford Capital Partners — No current representation by Calderwood & Harkness. Haverford does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. No conflicts identified. Note Regarding LP Interests Generally: While the limited partners are not adverse parties in this matter — the restructuring is being conducted with LP and LPAC consent, not against L

1. Heathrow Whitman & Co. / Paul Devereux — No current representation by Calderwood & Harkness. Heathrow Whitman does not appear in the Firm's conflicts database as a current or former client or adverse party. Mr. Devereux individually checked — clear. Heathrow Whitman is a service provider to the Fund and ManCo, not a counterparty or adverse party in connection with this engagement. No conflict identified.

2. Broadleaf Consulting Group / Martin Schreiber — No current representation by Calderwood & Harkness. Broadleaf does not appear in the Firm's conflicts database as a current or former client or adverse party. Mr. Schreiber individually checked — clear. Broadleaf is a service provider to the Fund, providing independent valuation services. No conflict identified.

3. Lockwood Placement Partners LLC / Sarah Fontaine — No current representation by Calderwood & Harkness. Lockwood does not appear in the Firm's conflicts database as a current or former client or adverse party. Ms. Fontaine individually checked — clear. Lockwood served as placement agent for the Fund III fundraise, and certain tail-fee obligations remain with respect to commitments sourced by Lockwood during the fun

4. Prestige Registered Agents LLC — No conflict. Prestige is a registered agent service provider and has no advisory, governance, or economic interest in any Ardent Capital entity. No further analysis required.

VI. ENGAGEMENT TEAM CERTIFICATIONS Individual conflict certification forms were requested from and provided by each member of the proposed engagement team. Each certification was executed on October 9, 2023, and confirms that the certifying attorney: (a) has no personal conflict of interest with respect to any party identified in this memorandum; (b) has no financial interest (direct or indirect) in any party identif

VII. ANALYSIS OF POTENTIAL ISSUES While the conflict search returned no disqualifying conflicts, the following potential issues were identified and analyzed to confirm that no conflict of interest exists. This analysis is provided for completeness and to document the Firm's consideration of relationship dynamics that, while not constituting conflicts, warrant attention and memorialization. A. Dual Representation Cons

VIII. CONCLUSION AND RECOMMENDATION Conclusion: No conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement to advise Ardent Capital Management LLC on the management company restructuring and economics realignment for Ardent Capital Partners III LP. The conflict analysis has been thorough and comprehensive, covering all parties identified in the

IX. APPROVALS Conflicts Cleared By: Margaret A. Caldwell, Conflicts Counsel, Office of General Counsel, Calderwood & Harkness LLP Date Cleared: October 9, 2023 Responsible Partner Approval: Nicholas Stern Partner, Private Funds Group Calderwood & Harkness LLP Signature: ________ Date: October 9, 2023 Prepared By: Owen Fischer Senior Associate, Private Funds Group Calderwood & Harkness LLP Signature: ________ Date: Oc