Contract analysis

1. Executive Summary Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") was engaged on October 9, 2023 by Ardent Capital Management LLC ("ManCo" or the "Client") 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"), a Delaware limited partnership with approximately $2.8 billion in aggregate

2. Client and Principal Parties 2.1 Client Entity The Client in this engagement is Ardent Capital Management LLC (the "ManCo"), a Delaware limited liability company organized and existing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). ManCo is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and

3. Summary of Workstreams Completed 3.1 Workstream I — Entity Restructuring 3.1.1 Formation of Holding Company Structure. The centerpiece of the restructuring was the formation of a new two-tier holding company structure to replace the prior arrangement under which five individual principals held direct membership interests in both the GP and ManCo. Under the pre-restructuring arrangement, each of the five principals

4. Tax Analysis Summary The tax aspects of the restructuring were addressed by Sylvia Hartwell (Specialist Partner, Tax), with analytical support from Stephen Adler. A comprehensive tax structuring memorandum was delivered to the Client on November 22, 2023. The memorandum analyzed the federal income tax consequences of the proposed restructuring transactions and recommended a structural approach designed to achieve

Section 704(b)/704(c) Allocation Analysis. Stephen Adler, under the supervision of Sylvia Hartwell, prepared a detailed Section 704(b)/704(c) Allocation Analysis Memorandum addressing the book-tax disparities arising from the carry reallocation, the treatment of the departing principals' interests, and the methodology selection for the HoldCo operating agreement's allocation provisions. The analysis examined the foll

1. No taxable event at the HoldCo formation level if the contribution is properly structured under IRC Section 721, with appropriate documentation of the contributing partners' bases in their contributed interests and compliance with the applicable anti-abuse provisions.

2. Joanna Trask's separation payment of $1,250,000 is treated as ordinary income to Trask, subject to applicable withholding and reporting requirements. The payment is deductible by ManCo as a business expense in the tax year paid, subject to any applicable limitations.

3. Carried interest retained by the departing principals (Kellner: $13,140,000; Trask: $6,307,200) retains its character as a partnership interest, and distributions on such retained carry will be taxed to the departing principals in accordance with the character of the underlying Fund income (i.e., capital gains or ordinary income, as applicable) and the provisions of IRC Section 1061 (applicable to carried interest

5. Key Fund Performance Data (As of September 30, 2023) The following Fund performance data, as of September 30, 2023 (the most recent quarterly valuation date at the time of the restructuring), was referenced in the LPAC Presentation Memorandum and was relevant to the calculation of accrued carried interest and the economics of the departing principal separations: These figures were provided by Broadleaf Consulting

6. Complete Timeline of Key Events The following timeline sets forth the key dates and events in the course of the engagement, from the inception of Fund III through the closing of this matter:

7. Document Index / Closing Deliverables The following is a complete listing of all documents executed, filed, and delivered in connection with the engagement, organized by workstream. All executed originals have been delivered to the Client. Complete copies of all documents are retained in the Calderwood & Harkness document management system.

1. Certificate of Formation — Ardent Capital Holdings LLC (Delaware File No. 7948231, filed March 1, 2024)

2. Certificate of Formation — Ardent GP Intermediate LLC (Delaware File No. 7948237, filed March 1, 2024)

3. Amended and Restated LLC Agreement — Ardent Capital Holdings LLC (effective February 28, 2024)

4. LLC Agreement — Ardent GP Intermediate LLC (effective February 28, 2024)

II. Amended Governing Documents

5. Second Amended and Restated LLC Agreement — Ardent Capital GP III LLC (effective February 28, 2024)

6. Second Amended and Restated LLC Agreement — Ardent Capital Management LLC (effective February 28, 2024)