Contract analysis

Section 1.1 — Defined Terms 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, through one or more intermediaries, controls, is controlled by, or is under common control with s

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (c) References to "Sections," "Articles," "Exhibits," and "Schedules" r

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on March 1, 2024, File No. 7948231, in accordance with the provisions of the Act. Marcus Aldridge was the authorized person who executed and filed the Certificate of Formation on behalf of the Company. Upon the effectiveness of this Agr

Section 2.2 — Name The name of the Company is "Ardent Capital Holdings LLC." The Company may conduct its business under such name or under any other name or names as the Managing Members may from time to time determine, provided that any such name change shall comply with the Act and shall be reflected in an amendment to the Certificate of Formation as required by law. The Managing Members shall have the authority to

Section 2.3 — Principal Office The principal office of the Company is located at 590 Madison Avenue, 28th Floor, New York, New York 10022. The Managing Members may change the location of the principal office at any time upon thirty (30) days' prior written notice to all Members. The Company may maintain additional offices at such other locations as the Managing Members may from time to time determine to be necessary

Section 2.4 — Registered Agent and Office The registered agent of the Company in the State of Delaware is Prestige Registered Agents LLC, and the registered office of the Company in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Managing Members may change the registered agent or registered office of the Company from time to time in accordance with the Act, and shall pr

Section 2.5 — Term The Company shall have a perpetual term and shall continue in existence until dissolved in accordance with the provisions of Article XII of this Agreement or as otherwise required by the Act. The existence of the Company as a separate legal entity shall continue until the filing of a Certificate of Cancellation with the Secretary of State of the State of Delaware.

Section 2.6 — Purpose The purposes of the Company are as follows: (a) To serve as the sole member of Ardent Capital Management LLC, the SEC-registered investment adviser and management company of the Fund; (b) To serve as the sole member of Ardent GP Intermediate LLC, which in turn is the sole member of Ardent Capital GP III LLC, the sole general partner of the Fund; (c) To receive, hold, and distribute carried inter

Section 2.7 — Tax Classification The Company shall be classified as a partnership for United States federal income tax purposes and for applicable state and local income tax purposes. No Member shall take any action inconsistent with such classification, including filing any election or taking any position on any tax return, without the prior unanimous written consent of the Managing Members. The Company's Employer I

Section 2.8 — Title to Property All real and personal property owned by the Company shall be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in any Company property in such Member's individual name or right. Each Member's interest in the Company shall be personal property for all purposes. All Company property shall be recorded as the property of the C

Section 3.1 — Members The Members of the Company as of the effective date of this Agreement are the Persons set forth on Schedule A attached hereto, together with their respective Percentage Interests, as follows: Each of the foregoing Persons has been admitted as a Member of the Company as of the effective date and shall have all of the rights, obligations, and interests set forth in this Agreement with respect to s

Section 3.2 — Representations and Warranties of Members Each Member hereby represents and warrants to the Company and to each other Member as of the effective date of this Agreement as follows: (a) Authority. Such Member has full power, authority, and legal capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Member is an entity, the execution, deliv

Section 3.3 — No Personal Liability No Member shall be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company, except to the extent otherwise required by the Act or as expressly provided in this Agreement. The foregoing shall not limit a Member's obligations to make capital contributions, fund claw

Section 3.4 — Admission of Additional Members Additional Members may be admitted to the Company only with the prior written consent of both Managing Members. Any Person admitted as an additional Member shall execute a joinder agreement in substantially the form attached hereto as Exhibit B, agreeing to be bound by all of the terms and conditions of this Agreement. Upon the admission of any additional Member, Schedule

Section 3.5 — Withdrawal No Member may voluntarily withdraw from the Company without the prior written consent of both Managing Members, except as otherwise provided in the buy-sell provisions of Article IX of this Agreement. Any attempted withdrawal without such consent shall be null and void and of no force or effect. Upon the withdrawal of a Member (whether voluntary with consent or as a result of a Triggering Eve

ARTICLE IV — CAPITAL CONTRIBUTIONS AND ACCOUNTS

Section 4.1 — Initial Capital Contributions Each Member has made or shall make initial Capital Contributions to the Company as set forth on Schedule A hereto. The initial Capital Contributions include the contribution (or deemed contribution) by Marcus Aldridge, Priya Narayanan, and Robert Hsiao of their respective membership interests in the GP and ManCo previously held directly by such Members. Such contributions o

Section 4.2 — GP Commitment Contributions The Company, through GP Intermediate and the GP, holds a one and one-half percent (1.5%) general partner commitment to the Fund, totaling $42,000,000 in aggregate. As of the date hereof, the Fund has called approximately seventy percent (70%) of total commitments, representing capital calls of approximately $1,960,000,000 in aggregate. The pro rata GP funding obligation corre

Section 4.3 — Additional Capital Contributions No Member shall be required to make additional Capital Contributions to the Company, except in the following circumstances: (a) GP Commitment Funding. Each Member shall fund its pro rata share of capital calls on the GP commitment as described in Section 4.2 of this Agreement. (b) Clawback Funding. Each Member shall fund its pro rata share of any Clawback Obligation aris

Section 4.4 — Capital Accounts A separate Capital Account shall be maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Member's Capital Account shall be: (a) Increased by (i) the amount of cash contributed by such Member to the Company, (ii) the fair market value of property contributed by such Member to the Company (net of liabilities assumed by the Company or to which

Section 4.5 — No Interest on Capital No Member shall be entitled to receive interest on such Member's Capital Contributions or on such Member's Capital Account balance. No Member shall have the right to demand or receive the return of such Member's Capital Contributions, except upon dissolution and winding up of the Company as provided in Article XII of this Agreement.

Section 4.6 — Vesting of Next-Generation Members' Interests (a) Vesting Schedule. The Percentage Interests of Elena Marchetti (4%) and Samuel Okonkwo (4%) shall vest in accordance with the following schedule, commencing on the Vesting Commencement Date of February 28, 2024: (i) Twenty-five percent (25%) of such Member's Percentage Interest shall vest on the first anniversary of the Vesting Commencement Date (February

Section 4.7 — Return of Capital No Member shall have the right to demand or receive a return of such Member's Capital Contributions, in whole or in part, except upon the dissolution and winding up of the Company in accordance with Article XII of this Agreement. No Member shall have priority over any other Member with respect to the return of Capital Contributions, except as expressly provided in this Agreement or as

Section 5.1 — Allocation of Profits and Losses Net Profits and Net Losses of the Company for each Fiscal Year (or other applicable period) shall be allocated among the Members in accordance with their respective Percentage Interests, as follows: Marcus Aldridge — 42%; Priya Narayanan — 36%; Robert Hsiao — 14%; Elena Marchetti — 4%; Samuel Okonkwo — 4%. All such allocations are subject to (a) the special allocation pr

Section 5.2 — Special Allocations Notwithstanding the provisions of Section 5.1, the following special allocations shall be made in the following order of priority: (a) Minimum Gain Chargeback. If there is a net decrease in Company minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2)) during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and

Section 5.3 — Tax Allocations For federal, state, and local income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated among the Members in a manner consistent with the allocations of the corresponding items of book income, gain, loss, and deduction under Sections 5.1 and 5.2 of this Agreement, except as otherwise required by Section 704(c) of the Code and the Treasury Regulations ther

Section 5.4 — Allocation of Carried Interest Carried interest distributions received by the Company from the GP through GP Intermediate shall be allocated among the Members in accordance with the Amended and Restated Carried Interest Allocation Agreement dated February 28, 2024. The post-restructuring carry pool allocations are as follows: As of September 30, 2023, the accrued carry of the Fund was approximately $87,

Section 5.5 — Allocation of ManCo Profit Share The ManCo Profit Share shall be allocated and distributed to the Members through the Company in accordance with the Management Fee Sharing and Profit Allocation Agreement dated February 28, 2024. The ManCo Profit Share is currently approximately $17,150,000 per year, representing approximately thirty-five percent (35%) of the annual Management Fee revenue of approximatel

Section 6.1 — Distributions Generally Distributions of available cash and other property of the Company shall be made to the Members at such times and in such amounts as determined by the Managing Members in their sole and absolute discretion, subject to the following: (a) compliance with the Act, including the restrictions on distributions set forth in Section 18-607 of the Act; (b) compliance with the LPA and all a

Section 6.2 — Tax Distributions To the extent of available cash, the Company shall distribute to each Member, on a quarterly basis (within thirty (30) days after the end of each calendar quarter), an amount sufficient to enable such Member to satisfy such Member's estimated federal, state, and local income tax liability arising from allocations of Company income to such Member for such quarter. Tax distributions shal

Section 6.3 — ManCo Profit Share Distributions The Company shall distribute ManCo Profit Share to the Members on a quarterly basis, within forty-five (45) days after the end of each calendar quarter, in accordance with Section 5.5 and the Management Fee Sharing and Profit Allocation Agreement. Quarterly distributions shall be based on the ManCo's actual Management Fee revenue and operating expenses for the applicable

Section 6.4 — Carried Interest Distributions Carried interest distributions received by the Company from the GP through GP Intermediate shall be distributed to the Members in accordance with Section 5.4 of this Agreement and the Carried Interest Allocation Agreement. The Managing Members shall cause such distributions to be made to the Members promptly following receipt by the Company, subject to the following: (a) E

Section 6.5 — Withholding The Company shall be entitled to withhold from any distribution to a Member such amounts as are required to be withheld under the Code, the Treasury Regulations, or any provision of applicable federal, state, local, or foreign tax law. Any amounts so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement, including for purposes of computing suc

Section 6.6 — Limitations on Distributions Notwithstanding any other provision of this Agreement: (a) No distribution shall be made to any Member if such distribution would violate Section 18-607 of the Act or would render the Company insolvent; (b) No distribution shall be made if such distribution would violate any provision of the LPA or any applicable side-letter commitment; (c) No distribution of amounts attribu

ARTICLE VII — MANAGEMENT AND GOVERNANCE

Section 7.1 — Managing Members The business and affairs of the Company shall be managed by the Managing Members, who shall be Marcus Aldridge and Priya Narayanan. The Managing Members shall have full and exclusive authority to manage, direct, and control the business and affairs of the Company, including all decisions relating to the Company's Subsidiaries (ManCo and GP Intermediate, and through GP Intermediate, the

Section 7.2 — Powers of Managing Members Without limiting the generality of Section 7.1, the Managing Members shall have the authority, on behalf of the Company, to: (a) Execute, deliver, and perform agreements, contracts, instruments, and documents on behalf of the Company and its Subsidiaries; (b) Manage and direct the day-to-day operations of the Subsidiaries, including the ManCo's investment advisory operations a

Section 7.3 — Actions Requiring Supermajority Consent Notwithstanding the authority granted to the Managing Members under Sections 7.1 and 7.2, the following actions shall require the prior written consent of Members holding at least seventy-five percent (75%) of the aggregate Percentage Interests: (a) The dissolution or winding up of the Company, except as otherwise required by the Act or by operation of law; (b) An

Section 7.4 — Officers The Managing Members may, from time to time, appoint one or more officers of the Company, including a President, one or more Vice Presidents, a Secretary, a Treasurer, a Chief Financial Officer, a Chief Compliance Officer, a General Counsel, and such other officers as the Managing Members may determine. Officers shall have such duties, responsibilities, and authority as may be prescribed by the

Section 7.5 — Key Person Provisions The Members acknowledge and agree that Marcus Aldridge and Priya Narayanan are designated as the "Key Persons" under Section 5.2 of the LPA. The Key Person provisions of the LPA are of critical importance to the limited partners of the Fund, and the Members agree to comply fully with such provisions. Each Managing Member hereby covenants that he or she will devote substantially all