Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this defin

Section 1.2 — Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) The headings of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not be considered in interpreting this Agreement. (b) Words importing the singular number shall include the plural number and vice versa, and words im

Section 2.1 — Formation The Company has been formed as a Delaware limited liability company pursuant to the Act by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on March 1, 2024, under File No. 7948237. This Agreement is effective as of February 28, 2024, with the Certificate of Formation to be filed promptly thereafter. The Company has been assigned Employer Identifi

Section 2.2 — Name The name of the Company is "Ardent GP Intermediate LLC." The business of the Company may be conducted under such name or under any other name or names as may be approved by the Member from time to time. The Member or any Authorized Person shall file or cause to be filed any fictitious name certificates and similar filings, and any amendments thereto, that the Member considers appropriate or advisab

Section 2.3 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered agent of the Company for service of process at such address is Prestige Registered Agents LLC. The Member may change the registered office and the registered agent of the Company from time to time in accordance with the A

Section 2.4 — Principal Office The principal office of the Company is located at 590 Madison Avenue, 28th Floor, New York, New York 10022. The Member may change the principal office of the Company from time to time, and the Company may maintain such additional offices as the Member deems necessary or appropriate.

Section 2.5 — Term The Company shall have perpetual existence, continuing until dissolved in accordance with the provisions of this Agreement or the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation in accordance with Section 8.3 hereof.

Section 2.6 — Purpose and Powers (Limited Purpose) (a) The Company is formed for the following limited purposes: (i) serving as the sole member of Ardent Capital GP III LLC, the General Partner of the Fund; (ii) holding, managing, and exercising all rights and obligations as the sole member of the General Partner, including without limitation the General Partner's 1.5% general partner commitment to the Fund (which ge

Section 2.7 — Qualification in Other Jurisdictions The Member may cause the Company to be qualified, formed, or registered to conduct business under the laws of any state, territory, or jurisdiction, domestic or foreign, in which the Company may wish to conduct business or in which such qualification, formation, or registration is required or advisable. The Member or any Authorized Person is hereby authorized to exec

ARTICLE III — MEMBER; CAPITAL CONTRIBUTIONS

Section 3.1 — Sole Member Ardent Capital Holdings LLC is the sole member of the Company and holds 100% of the membership interests in the Company. The Company shall have one class of membership interests, and all such interests are held by the Member. For informational purposes, the membership interests in HoldCo are held by the following individuals in the following percentages: Marcus Aldridge (42%), Priya Narayana

Section 3.2 — Capital Contributions (a) Initial Capital Contribution. The Member shall make an initial capital contribution to the Company consisting of the Member's contribution of all of its membership interests in Ardent Capital GP III LLC, or such cash or other property as the Member determines in its sole discretion to be necessary or appropriate to capitalize the Company and enable the Company to fulfill its pu

Section 3.3 — No Right of Return Except as otherwise expressly provided in this Agreement or as required by applicable law, the Member shall not have the right to withdraw or demand the return of any Capital Contribution or any portion thereof. Under circumstances requiring a return of the Member's Capital Contribution, the Member shall not have the right to receive property other than cash, except as the Member may

Section 3.4 — Capital Account A single capital account shall be maintained for the Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code"). The capital account of the Member shall be increased by (i) the amount of any Capital Contributions made by the Member to the Company and (ii) allocat

ARTICLE IV — ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 — Allocations of Profits and Losses All items of income, gain, loss, deduction, and credit of the Company for each fiscal year (and each other period for which an allocation is required under the Code or the Treasury Regulations) shall be allocated solely to the Member. The Company is a disregarded entity for federal income tax purposes by virtue of having a single member, and accordingly all items of inc

Section 4.2 — Distributions (a) General. The Member may cause the Company to make distributions of Distributable Cash at such times and in such amounts as the Member determines in its sole discretion. (b) Pass-Through Economics. All distributions received by the Company from the General Partner, including without limitation distributions of carried interest, returns of GP capital contributions, and any other amounts

Section 4.3 — Tax Distributions The Member may cause the Company to make tax distributions in such amounts as the Member determines in its sole discretion to be sufficient to cover the Member's (and its members') anticipated tax liability arising from allocations of the Company's items of income, gain, loss, deduction, and credit. Any tax distributions made pursuant to this Section 4.3 shall be treated as advances ag

ARTICLE V — MANAGEMENT AND GOVERNANCE

Section 5.1 — Management by the Member The business and affairs of the Company shall be managed exclusively by the Member. The Member shall have full power and authority to do all things necessary or appropriate to carry out the purposes of the Company as set forth in Section 2.6 hereof, including without limitation the power and authority to execute, deliver, and perform any agreements, instruments, documents, or ce

Section 5.2 — Authorized Persons The Member hereby designates Marcus Aldridge and Priya Narayanan as Authorized Persons of the Company. Each Authorized Person, acting individually and without the joinder or consent of any other Authorized Person, shall have the power and authority to execute and deliver any documents, agreements, instruments, or certificates, and to take any and all actions, on behalf of the Company

Section 5.3 — Officers The Member may, from time to time, appoint one or more Officers of the Company, including without limitation a President, a Secretary, a Treasurer, and such other officers as the Member may determine, with such titles, duties, authority, and compensation as the Member may prescribe. The initial Officers of the Company shall be as follows: (a) Marcus Aldridge, as President; and (b) Priya Narayan

Section 5.4 — Actions Requiring Member Consent Notwithstanding any other provision of this Agreement, the following actions shall require the prior written consent of the Member: (a) any amendment, modification, restatement, or waiver of any provision of this Agreement; (b) the dissolution or winding up of the Company; (c) any merger, consolidation, conversion, or domestication of the Company with or into any other e

Section 5.5 — No Authority of Others No Person other than the Member, the Authorized Persons (to the extent of their authority as set forth in Section 5.2 hereof), and the Officers (to the extent of any authority delegated to them by the Member pursuant to Section 5.3 hereof) shall have any authority to bind the Company, act on its behalf, or incur any obligation or liability in the name of or on behalf of the Compan

ARTICLE VI — BOOKS, RECORDS, AND ACCOUNTING

Section 6.1 — Books and Records The Company shall maintain complete and accurate books and records of the Company's business and affairs at its principal office located at 590 Madison Avenue, 28th Floor, New York, New York 10022, or at such other location as the Member may determine from time to time. Such books and records shall include, without limitation: (a) a copy of the Certificate of Formation, as amended or r

Section 6.2 — Fiscal Year The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year (or, for the first fiscal year, commencing on the date of formation of the Company and ending on December 31 of such year, and for the final fiscal year, commencing on January 1 and ending on the date on which the winding up of the Company is completed).

Section 6.3 — Tax Matters (a) Disregarded Entity Status. The Company is intended to be treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, by virtue of having a single owner. Neither the Company nor the Member shall file any election or take any action that is inconsistent with the treatment of the Company as a disregarded entity for federal income tax

Section 6.4 — Bank Accounts The Company may open and maintain one or more bank accounts, investment accounts, or other deposit accounts at such financial institutions as the Member or the Authorized Persons may determine from time to time. Funds of the Company shall be deposited in such accounts and withdrawals shall be made therefrom as authorized by the Member or any Authorized Person.

ARTICLE VII — TRANSFER OF MEMBERSHIP INTERESTS

Section 7.1 — Restriction on Transfer The Member may not transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in the Company, whether voluntarily or by operation of law, except with the prior written consent of the Member (which consent may be given or withheld in the Member's sole and absolute discretion, it being understood that the Member is the sol

Section 7.2 — Admission of Substitute Members No Person shall be admitted as a substitute member or an additional member of the Company without the prior written consent of the Member and compliance with all applicable provisions of the Act and applicable law. Any such admission shall be conditioned upon the execution and delivery by the Person to be admitted of a written instrument agreeing to be bound by the terms

ARTICLE VIII — DISSOLUTION AND WINDING UP

Section 8.1 — Events of Dissolution The Company shall be dissolved upon the earliest to occur of the following: (a) a written determination by the Member to dissolve the Company; (b) the entry of a judicial decree of dissolution of the Company under Section 18-802 of the Act; (c) the sale or other disposition of all of the Company's assets, including its membership interest in Ardent Capital GP III LLC, and the recei

Section 8.2 — Winding Up Upon the dissolution of the Company, the Authorized Persons or a liquidating agent designated by the Member (or, if no Authorized Persons or Member is available, a liquidating agent appointed by a court of competent jurisdiction) shall wind up the Company's affairs and liquidate the Company's assets. The assets of the Company shall be applied and distributed in the following order of priority

Section 8.3 — Certificate of Cancellation Upon the completion of the winding up and liquidation of the Company, the Authorized Persons, the liquidating agent, or any other Person authorized by the Member shall execute and file a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Act. Upon the filing of such Certificate of Cancellation, the existen

ARTICLE IX — EXCULPATION AND INDEMNIFICATION

Section 9.1 — Exculpation No Member, Authorized Person, or Officer shall be liable, responsible, or accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Person in good faith and in a manner reasonably believed by such Person to be in, or not opposed to, the best interests of the Company, unless such act or omission constitutes fraud, willful misconduct, or a knowing

Section 9.2 — Indemnification The Company shall indemnify, defend, and hold harmless the Member, each Authorized Person, each Officer, and their respective Affiliates, members, partners, shareholders, managers, directors, officers, employees, and agents (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expen

Section 9.3 — Advancement of Expenses Expenses (including reasonable attorneys' fees and expenses) incurred by an Indemnified Person in connection with any proceeding for which indemnification may be sought under Section 9.2 hereof shall be advanced by the Company to such Indemnified Person prior to the final disposition of such proceeding, upon receipt by the Company of a written undertaking by or on behalf of such

Section 10.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including the Act), without regard to the principles of conflict of laws thereof that would require the application of the laws of any other jurisdiction.

Section 10.2 — Amendments This Agreement may be amended, modified, supplemented, restated, or waived only by a written instrument executed and delivered by the Member. No amendment, modification, supplement, restatement, or waiver shall be effective unless set forth in a written instrument that specifically references this Agreement and is signed by the Member.

Section 10.3 — Entire Agreement This Agreement, together with the Certificate of Formation and the Exhibits attached hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect thereto. There are no representations, warranties, covenan

Section 10.4 — Severability If any provision of this Agreement or the application thereof to any Person or circumstance is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other Persons or circumstances, shall not be affected thereby, and to such end, th

Section 10.5 — Waiver No waiver of any provision of this Agreement, or of any breach thereof, shall be effective unless in writing and signed by the Member. No waiver by the Member of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or a similar nature. The failure of the Member to exercise any right or remedy under this Agreement shall not constitute a waiver o

Section 10.6 — Notices All notices, requests, consents, approvals, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by electronic mail (with confirmation of receipt), (c) sent by nationally recognized overnight courier service (with proof of delivery), or (d) three (3) business days after having be

Section 10.7 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission (including by .pdf or other electronic format) shall be effective as delivery of a manually executed counterp

Section 10.8 — No Third-Party Beneficiaries Except for Indemnified Persons entitled to indemnification and advancement of expenses under Article IX hereof, no Person other than the Member shall be deemed a third-party beneficiary of this Agreement, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Member (and, to the extent expressly provided herein, the

Section 10.9 — Creditors None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company, of the Member, or of any other Person. No creditor who makes a loan to the Company, the Member, or any other Person shall have or acquire, as a result of making such loan, any direct or indirect interest in the Company's profits, losses, or distributions.

Section 10.10 — Filings The Member or the Authorized Persons shall execute, acknowledge, and file, or cause to be executed, acknowledged, and filed, any and all certificates, documents, instruments, and other filings as may be required or advisable under applicable law in connection with the formation, organization, qualification, operation, dissolution, or termination of the Company. [SIGNATURE PAGE FOLLOWS] IN WITN