Contract analysis

1. Introduction and Purpose Ardent Capital GP III LLC (the "General Partner"), as the sole general partner of Ardent Capital Partners III LP (the "Fund" or "Fund III"), is writing to provide notification of, and to solicit the consent of the Limited Partner Advisory Committee (the "LPAC" or the "Committee") to, a proposed restructuring of the management company and related realignment of economics among the Fund's pr

2. Background on the Fund Ardent Capital Partners III LP is a Delaware limited partnership formed in 2019 for the purpose of making control-oriented equity investments in middle-market industrial and business-services companies, primarily in North America. The Fund targets companies with enterprise values between $150 million and $750 million, with a focus on sectors where the principals of Ardent Capital have deep o

3. Summary of Proposed Restructuring 3.1 Overview. The Restructuring involves four principal workstreams, each of which is described in detail below:

1. Entity Restructuring — the formation of new holding entities and the reorganization of the ownership structure of the General Partner and the Management Company;

2. Economics Realignment — the reallocation of carried interest and Management Company profit-share economics among the remaining and next-generation principals;

3. Departing Principal Separation — the orderly departure and separation of two senior principals, David Kellner and Joanna Trask, and the negotiation and execution of their respective separation and release agreements; and

4. LP Consent and Side-Letter Compliance — the solicitation of LPAC consent as required under the LPA and compliance with notification and consent provisions contained in individual side letters. The principal rationale for the Restructuring is fourfold: (a) to implement a thoughtful succession plan that positions Ardent Capital for long-term stability and continuity across multiple fund cycles; (b) to enhance govern

Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as "Key Persons" of the Fund. Under Section 5.2, a "Key Person Event" is triggered if: (a) both Key Persons cease to devote substantially all of their business time and attention to the investment activities of the Fund, or (b) one Key Person ceases to devote substantially all of his or her business time and attention to the investment activities o

5. Side-Letter Compliance Summary The Fund has 14 side letters currently in effect with various limited partners. In connection with the Restructuring, the General Partner and its counsel at Pemberton Hale LLP and Calderwood & Harkness LLP have conducted a comprehensive review of all 14 side letters to assess compliance with the terms thereof in light of the proposed Restructuring. The results of that review are summ

6. Impact on Fund Operations The General Partner wishes to assure the LPAC that the Restructuring has been designed to ensure continuity and stability in the Fund's operations and to minimize any disruption to the Fund's investment activities and portfolio management. Specifically, the General Partner confirms that the Restructuring will have no impact on the following: • Investment Strategy: The Fund's investment st

7. Consent Requested Pursuant to Section 9.4 of the LPA, the General Partner respectfully requests that each member of the LPAC consent to each of the following actions in connection with the Restructuring:

1. Formation of New Entities. The formation of Ardent Capital Holdings LLC ("HoldCo") and Ardent GP Intermediate LLC ("GP Intermediate") as new Delaware limited liability companies, with HoldCo to serve as the parent holding company and GP Intermediate to serve as an intermediate holding entity between HoldCo and the General Partner, as described in Section 3.2 of this letter.

2. Amendment of GP Operating Agreement. The amendment and restatement of the Limited Liability Company Agreement of Ardent Capital GP III LLC to reflect (a) the withdrawal of David Kellner and Joanna Trask as members, (b) the substitution of GP Intermediate as the sole member of the General Partner, and (c) such other conforming changes as are necessary or appropriate in connection with the Restructuring.

3. Amendment of ManCo Operating Agreement. The amendment and restatement of the Limited Liability Company Agreement of Ardent Capital Management LLC to reflect HoldCo as the sole member of the Management Company and such other conforming changes as are necessary or appropriate in connection with the Restructuring.

4. Amendment No. 1 to the LPA. The execution and delivery of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, reflecting the structural changes to the General Partner and the Management Company described herein, including updated definitions, representations, and organizational chart references, as necessary to conform the LPA to the post-Restructuring or

5. Economics Realignment. The reallocation of carried interest percentages and Management Company profit-share economics among the remaining and next-generation principals of the General Partner, as described in Section 3.4 of this letter and summarized in the economics table set forth therein.

6. Departures and Separations. The departures of David Kellner and Joanna Trask from their respective roles as principals of the General Partner and the Management Company, and the terms of their respective separation arrangements (including carried interest retention, forfeiture, clawback modifications, restrictive covenants, and, in the case of Ms. Trask, the lump-sum separation payment), as described in Section 3.

8. LPAC Meeting The General Partner proposes to hold a virtual meeting of the LPAC on February 14, 2024 (the "LPAC Meeting") to discuss the Restructuring in detail, to respond to questions from LPAC members, and to receive LPAC consent to the actions described in Section 7 above. Dial-in and videoconference details for the LPAC Meeting will be provided under separate cover no later than February 9, 2024. The General

9. Enclosed Materials The following materials are enclosed with this letter for the review and consideration of each LPAC member:

1. LPAC Presentation Memorandum — A detailed summary of the Restructuring, including pre- and post-restructuring organizational charts, economics tables, departing principal terms, key-person analysis, and side-letter compliance summary. This memorandum is intended to serve as a comprehensive reference document for LPAC members and will also form the basis of the presentation at the LPAC Meeting.

2. Form of Written Consent — A form of written consent for execution by each LPAC member, consenting to each of the actions described in Section 7 of this letter. LPAC members who wish to deliver their consent in advance of the LPAC Meeting may do so by executing and returning the Form of Written Consent to Marcus Aldridge or Nicholas Stern at the addresses set forth in Section 11 below.

10. Confidentiality The General Partner reminds each member of the LPAC that the information contained in this letter and the enclosed materials is confidential and proprietary to Ardent Capital and its principals. This letter, the enclosed materials, and all information contained herein and therein constitute "Confidential Information" within the meaning of Section 11.2 of the LPA and the confidentiality provisions

11. Contact Information and Questions LPAC members who have questions about the Restructuring or who require additional information are encouraged to contact any of the following individuals: Marcus Aldridge Co-Founder & Managing Partner Ardent Capital 590 Madison Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-4100 Email: m.aldridge@ardentcapital.com Nicholas Stern Responsible Partner Calderwood & Harknes

1. LPAC Presentation Memorandum

2. Form of Written Consent cc: Nicholas Stern, Calderwood & Harkness LLP cc: Owen Fischer, Calderwood & Harkness LLP cc: Victoria Langford, Pemberton Hale LLP (fund counsel) Principal | Pre-Restructuring Carry Share | Post-Restructuring Carry Share | Change Marcus Aldridge | 35% | 42% | +7% Priya Narayanan | 30% | 36% | +6% Robert Hsiao | 8% | 14% | +6% Elena Marchetti | 0% | 4% | +4% Samuel Okonkwo | 0% | 4% | +4% T