Contract analysis

1. Purpose and Engagement This Engagement Letter confirms that Calderwood & Harkness has been engaged by the ManCo to serve as legal counsel in connection with a comprehensive restructuring of the management company and realignment of economics among the principals of Ardent Capital Partners III LP (the "Fund"), a Delaware limited partnership with approximately $2.8 billion in total commitments. The ManCo is a Delawa

2. Scope of Representation The engagement will comprise the following principal workstreams, each of which is described in greater detail below. We understand that the scope of the engagement may evolve as the restructuring progresses; any material expansion of the scope described herein will be discussed with the Client in advance. 2.1 Entity Restructuring Calderwood & Harkness will advise on the restructuring of th

3. Engagement Team The following attorneys will serve as the primary members of the engagement team: From time to time, additional attorneys or paraprofessionals may be assigned to the engagement as the Firm deems necessary or appropriate to ensure efficient and timely completion of the workstreams described herein. The Client will be notified in advance of any such additions to the engagement team.

4. Fee Arrangement and Billing 4.1 Hourly Rates Fees for services rendered in connection with this engagement will be charged on an hourly basis at the following standard rates: The foregoing rates are subject to annual adjustment, typically effective January 1 of each year. In the event of any rate adjustment during the term of this engagement, the Firm will communicate such adjustment to the Client in advance. Adju

5. Client Identity and Conflicts The Client for purposes of this engagement is Ardent Capital Management LLC. Calderwood & Harkness does not represent, and will not be deemed to represent, any individual principal of the Fund (including, without limitation, Marcus Aldridge, Priya Narayanan, or any other continuing principal), any departing principal (including David Kellner and Joanna Trask), any limited partner of t

6. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, in accordance with the Firm's professional obligations and applicable rules of professional conduct. This obligation of confidentiality extends to all non-public information concerning the Fund, the General Partner, the ManCo, HoldCo, GP Intermediate,

7. Document Retention Calderwood & Harkness will retain engagement files, including correspondence, memoranda, agreements, and other documents generated or received in connection with this engagement, in accordance with the Firm's document retention policy, as in effect from time to time. Upon completion or termination of the engagement, the Firm will, at the Client's request and expense, return original documents to

8. Governing Law This Engagement Letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof.

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Client will remain responsible for payment of all professional fees earned and disbursements incurred through the date of termination, in accordance with the billing and payment terms set forth in Section 4 above. Upon termination, Calderwood & Harkness will ta

10. Acceptance and Counterparts We respectfully request that the Client confirm its acceptance of the terms and conditions of this engagement by having each of the undersigned representatives execute and return the enclosed copy of this Engagement Letter to Calderwood & Harkness at the address set forth above, or by transmitting an executed copy by electronic mail to Nicholas Stern at nstern@calderwoodharkness.com or