Contract analysis

I. Purpose and Background This memorandum summarizes the changes required to the Form ADV (Parts 1A, 2A, and 2B) for Ardent Capital Management LLC (the "ManCo"), a registered investment adviser with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), bearing CRD No. 298417. The amendments described herein are necessitated by the management co

II. Summary of Changes by Form ADV Section A. Part 1A — Item 1: Identifying Information No change has been made to the following identifying information for the ManCo: • Legal Name: Ardent Capital Management LLC • Principal Office Address: 590 Madison Avenue, 28th Floor, New York, NY 10022 • CRD Number: 298417 • State of Organization: Delaware The ManCo continues to be organized as a Delaware limited liability compan

III. Changes to Part 2A — Firm Brochure The Part 2A brochure (the "Firm Brochure") for the ManCo has been updated in the following sections to reflect the Restructuring and related changes. The Firm Brochure is required to be delivered to the Fund (and made available to its limited partners) in connection with material changes to the ManCo's organization and control persons. A. Item 4: Advisory Business The organizat

IV. Changes to Part 2B — Brochure Supplements (Supervised Persons) Part 2B of Form ADV requires the preparation and delivery of brochure supplements for each supervised person who provides investment advice to advisory clients and has direct client contact. The following changes to the Part 2B brochure supplements are required in connection with the Restructuring and related personnel changes. A. Brochure Supplements

1. David Kellner — Senior Partner. Mr. Kellner's brochure supplement is to be removed in its entirety. Mr. Kellner is retiring from his position as Senior Partner effective March 31, 2024. Following his retirement, Mr. Kellner will transition to a Senior Advisor role pursuant to a consulting agreement with the ManCo (the "Kellner Consulting Agreement"). Under the terms of the Kellner Consulting Agreement, Mr. Kellner

2. Joanna Trask — Partner. Ms. Trask's brochure supplement is to be removed in its entirety. Ms. Trask is departing from the ManCo effective April 15, 2024, and will have no continuing role — whether as an employee, consultant, advisor, or otherwise — with the ManCo, HoldCo, GP Intermediate, the GP, or the Fund. Ms. Trask's departure is voluntary and is unrelated to any performance issue, disciplinary matter, or regu

1. Marcus Aldridge — Co-Founder & Managing Partner. Mr. Aldridge's brochure supplement is to be updated to reflect his additional title and role as Managing Member of Ardent Capital Holdings LLC. The following information is to be confirmed and updated as applicable: • Name: Marcus Aldridge • Title: Co-Founder & Managing Partner, Ardent Capital Management LLC; Managing Member, Ardent Capital Holdings LLC • Age: 56 •

2. Priya Narayanan — Co-Founder & Managing Partner. Ms. Narayanan's brochure supplement is to be updated to reflect her additional title and role as Managing Member of Ardent Capital Holdings LLC. The following information is to be confirmed and updated as applicable: • Name: Priya Narayanan • Title: Co-Founder & Managing Partner, Ardent Capital Management LLC; Managing Member, Ardent Capital Holdings LLC • Age: 53 •

3. Robert Hsiao — Partner. Mr. Hsiao's brochure supplement is to be updated to reflect his increased ownership percentage and his role within the restructured platform. The following information is to be confirmed and updated as applicable: • Name: Robert Hsiao • Title: Partner, Ardent Capital Management LLC • Age: 44 • Educational Background: M.Eng., Mechanical Engineering, Massachusetts Institute of Technology, 200

1. Elena Marchetti — Principal. Ms. Marchetti is a new supervised person for Part 2B purposes. A brochure supplement has been prepared and is attached as part of Appendix B. The key disclosure items are as follows: • Name: Elena Marchetti • Title: Principal, Ardent Capital Management LLC • Age: 38 • Date Joined Ardent Capital: 2017 • HoldCo Ownership: 4% membership interest in Ardent Capital Holdings LLC • Educationa

2. Samuel Okonkwo — Principal. Mr. Okonkwo is a new supervised person for Part 2B purposes. A brochure supplement has been prepared and is attached as part of Appendix B. The key disclosure items are as follows: • Name: Samuel Okonkwo • Title: Principal, Ardent Capital Management LLC • Age: 36 • Date Joined Ardent Capital: 2018 • HoldCo Ownership: 4% membership interest in Ardent Capital Holdings LLC • Educational Ba

V. Updated Organizational Chart Set forth below is a summary description of the pre-Restructuring and post-Restructuring organizational structures of the Ardent Capital platform, for reference. A formal organizational chart is included in Appendix A. Pre-Restructuring Structure. Prior to the Restructuring (i.e., prior to February 28, 2024), the Ardent Capital platform was organized as follows: • Five individual princ

VI. Filing and Procedural Notes The following procedural steps have been completed or are in process in connection with the Form ADV amendment:

1. IARD Filing. The Form ADV amendment was filed via the IARD system on March 10, 2024. The filing is classified as an other-than-annual amendment, prompted by the change in control persons and organizational structure resulting from the Restructuring. The filing was made within the timeframe required by SEC rules, which generally require prompt amendment of Form ADV when information previously reported becomes mater

2. LPAC Consent. Consent of the Limited Partner Advisory Committee ("LPAC") of the Fund to the Restructuring was obtained on February 14, 2024, pursuant to Section 9.4 of the Fund's Amended and Restated Agreement of Limited Partnership, dated as of June 15, 2019 (the "LPA"). Section 9.4 of the LPA requires LPAC consent for any change in the control or ownership of the general partner or the investment adviser of the

3. Execution of Restructuring Documents. All documents effecting the Restructuring were executed on February 28, 2024, including: (i) the Certificate of Formation of HoldCo; (ii) the Operating Agreement of HoldCo; (iii) the Certificate of Formation of GP Intermediate; (iv) the Operating Agreement of GP Intermediate; (v) the Amended and Restated Operating Agreement of the ManCo; (vi) the Amended and Restated Operating

4. LP Notification. Notification letters were sent to all 47 limited partners of the Fund on March 5, 2024, providing notice of the Restructuring, the changes in control persons, and the updated organizational structure. The notification letters were sent by email and overnight courier and included a copy of the updated Part 2A Firm Brochure. The notification satisfies the ManCo's obligations under both SEC rules (re

5. Entity Formation. HoldCo and GP Intermediate were formed with the Delaware Secretary of State on March 1, 2024. The Delaware filing numbers are as follows: • Ardent Capital Holdings LLC: DE File No. 7948231 • Ardent GP Intermediate LLC: DE File No. 7948237

6. Coordination with Fund Formation Counsel. Pemberton Hale LLP (Victoria Langford, partner) serves as fund formation counsel to the Ardent Capital platform and handles ongoing routine Form ADV annual updating amendments and other regulatory filings. Calderwood & Harkness LLP handled this specific Form ADV amendment in connection with the Restructuring and the management company economics realignment, as these matter

7. Tax Reporting. The tax reporting implications of the Restructuring — including the treatment of the contribution of membership interests to HoldCo, the termination of Kellner's and Trask's interests, and any Section 754 election considerations — have been communicated separately to the ManCo's tax advisors at Heathrow Whitman & Co. (Paul Devereux, CPA) by Sylvia Hartwell, Senior Vice President, Finance at the ManC

VII. Compliance Considerations In connection with the Restructuring and the Form ADV amendment, the following compliance matters have been reviewed and confirmed:

1. Compliance Policies and Procedures (Rule 206(4)-7). The ManCo's written compliance policies and procedures, adopted and maintained pursuant to Rule 206(4)-7 under the Advisers Act, do not require amendment solely as a result of the Restructuring. The Restructuring is organizational and structural in nature and does not affect the ManCo's investment advisory process, portfolio management practices, trading operatio

2. Custodian Arrangements and Surprise Examination. No changes have been made to the ManCo's custodian arrangements in connection with the Restructuring. The Fund's assets continue to be held at Greaves Bancorp (as qualified custodian) and at the portfolio company level (for operating companies). The ManCo is not deemed to have "custody" of client assets within the meaning of Rule 206(4)-2 under the Advisers Act (the

3. Form PF. The ManCo's Form PF filing obligations are unaffected by the Restructuring. The ManCo is classified as a "smaller private fund adviser" for Form PF purposes (managing less than $5 billion in private fund assets) and files Form PF on an annual basis. The most recent Form PF was filed for the fiscal year ended December 31, 2022. The next filing, for the fiscal year ended December 31, 2023, is due within 120

4. Placement Agent Disclosure. Lockwood Placement Partners LLC (Sarah Fontaine, Managing Director) served as the exclusive placement agent for Fund III. The placement agent agreement with Lockwood remains in full force and effect, and any tail-fee obligations arising thereunder continue to be disclosed in Item 14 of Part 2A (Client Referrals and Other Compensation). The Restructuring does not affect the terms of the

5. Side Letter Compliance. The ManCo has reviewed the nine (9) side letters entered into with limited partners of the Fund and confirmed that the Restructuring does not trigger any additional obligations, consent requirements, or notification provisions beyond those already addressed through the LPAC consent process and the LP notification letters described in Section VI above. Certain side letters contain "key perso

VIII. Attachments / Appendices (Referenced) The following appendices are referenced in this memorandum and are maintained in the matter file: Appendix A: Revised organizational chart (post-Restructuring), reflecting the full ownership chain from the HoldCo members through HoldCo, the ManCo, GP Intermediate, the GP, and the Fund. The organizational chart includes entity names, EINs, Delaware file numbers, and ownershi