1001-00002 · Ardent Capital Management LLC · Amended Governing Documents

gp-member-consent-resolutions.docx DOCUMENT Funds

1 / 36 → ✕

WRITTEN CONSENT OF THE MEMBERS OF ARDENT CAPITAL GP III LLC

IN LIEU OF A SPECIAL MEETING

February 28, 2024

This Written Consent (this "Consent") is executed in lieu of a special meeting of the Members (as defined below) of Ardent Capital GP III LLC, a Delaware limited liability company (the "Company"), pursuant to the provisions of Section 7.4 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 15, 2019, as amended (the "Company Agreement"), and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "Act"). The undersigned, being all of the members of the Company holding one hundred percent (100%) of the outstanding membership interests in the Company, hereby consent to the adoption of the following recitals and resolutions, which shall have the same force and effect as if adopted at a duly convened special meeting of the Members at which all Members were present and voting.

RECITALS

A. The Company. Ardent Capital GP III LLC is a Delaware limited liability company that was organized on May 3, 2019, by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware. The Company serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"). The Fund is a private equity fund that was organized on June 15, 2019, and has received total capital commitments of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) from forty-seven (47) limited partners. The Company holds a one and one-half percent (1.5%) general partner commitment to the Fund, representing a total capital commitment of Forty-Two Million Dollars ($42,000,000). The Company maintains its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022. The Company's registered agent in the State of Delaware is Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904.

B. Current Members. The Company currently has five (5) members (each, a "Member" and collectively, the "Members"), holding membership interests as follows:

Each of the foregoing Members holds voting rights in proportion to his or her membership interest. Together, the Members hold one hundred percent (100%) of the outstanding membership interests and voting rights in the Company.

C. Proposed Restructuring. The Members have carefully considered and determined that it is in the best interest of the Company and the Fund to undertake a comprehensive restructuring of the management company structure and a realignment of economics among the principals of the Ardent Capital platform (the "Restructuring"). The Restructuring has been developed in consultation with Calderwood & Harkness LLP, restructuring counsel for the Company, and involves four principal workstreams: (i) entity restructuring, including the formation of a parent holding company and an intermediate holding entity to create a more durable and scalable organizational architecture; (ii) economics realignment, including the reallocation of carried interest, management fee profit-sharing, and co-investment rights among continuing and next-generation principals; (iii) departing principal separations, including the negotiation and execution of separation and release agreements, carry retention arrangements, and restrictive covenant agreements with two departing principals; and (iv) LP consent and side-letter compliance, including LPAC notification and consent, limited partner notifications, and compliance with expanded key-person and management change provisions contained in the Fund's side letters.

D. Formation of HoldCo and GP Intermediate. As part of the Restructuring, the Members desire to authorize the formation of Ardent Capital Holdings LLC, a new Delaware limited liability company ("HoldCo"), which will serve as the parent holding company of both the Company and Ardent Capital Management LLC, a Delaware limited liability company and registered investment adviser (SEC CRD #298417) (the "Management Company"). The Members further desire to authorize the formation of Ardent GP Intermediate LLC, a new Delaware limited liability company ("GP Intermediate"), which will serve as an intermediate holding entity between HoldCo and the Company, thereby providing structural separation between the management company operations and the general partner functions of the Fund. HoldCo's Certificate of Formation is to be filed with the Delaware Secretary of State (anticipated Delaware File No. 7948231; Employer Identification Number 93-1847225). GP Intermediate's Certificate of Formation is to be filed with the Delaware Secretary of State (anticipated Delaware File No. 7948237; Employer Identification Number 93-1847231). Both entities will maintain their registered agent as Prestige Registered Agents LLC, at 850 New Burton Road, Suite 201, Dover, Delaware 19904.

E. Departures. David Kellner has announced his retirement from the Ardent Capital platform, effective as of March 31, 2024 (the "Kellner Departure Date"), and will transition from his current role as Senior Partner to the position of Senior Advisor to the Company and the Management Company. Joanna Trask has announced her voluntary departure from the Ardent Capital platform, effective as of April 15, 2024 (the "Trask Departure Date"), in order to join another private equity firm. In connection with their respective departures, Kellner and Trask will withdraw as Members of the Company (collectively, the "Departing Principals"). The terms of their respective separations have been negotiated between the Company and its counsel, Calderwood & Harkness LLP, and the Departing Principals and their separate counsel, Whitford & Chase LLP, and are reflected in the separation documents described in these resolutions.

F. Economics Realignment. Following the departures of Kellner and Trask, the aggregate carried interest and management fee profit-sharing economics formerly held by Kellner (15%) and Trask (12%), totaling twenty-seven percent (27%), will be reallocated among the remaining principals and two next-generation principals (Elena Marchetti and Samuel Okonkwo, each currently serving as a Principal of the Management Company), as set forth in the following table:

The foregoing realignment is designed to (i) reward the continuing founding partners for their leadership contributions to the Fund, (ii) meaningfully increase the economics of Robert Hsiao, who has assumed a leadership role in deal origination and portfolio management during the current investment period, and (iii) promote the next generation of investment talent by granting meaningful carried interest and management fee participation to Elena Marchetti and Samuel Okonkwo, each of whom has been identified as a critical future leader of the platform.

G. LPAC Consent. Section 9.4 of the Amended and Restated Agreement of Limited Partnership of the Fund, dated as of June 15, 2019, as amended (the "LPA"), requires the consent of the Limited Partner Advisory Committee (the "LPAC") for certain actions by the General Partner, including material changes to the management structure of the General Partner or the Management Company. In compliance with this requirement, LPAC notification and consent solicitation letters were sent to all four LPAC members on February 5, 2024, together with supporting documentation including the Restructuring Options Memorandum prepared by Calderwood & Harkness LLP. LPAC consent was obtained at a virtual meeting held on February 14, 2024, at which all four LPAC members were present and voted unanimously in favor of the Restructuring. The LPAC members are as follows:

(i) Ridgeline Public Employees' Retirement System — represented by Thomas Engström, Chief Investment Officer;

(ii) Crestwood Endowment Partners — represented by Annika Johansson, Director of Private Equity;

(iii) Pinnacle Insurance Group — represented by Derek Mallinson, Head of Alternatives; and

(iv) Graystone Family Office LLC — represented by Catherine Whitfield, Managing Director.

The minutes of the LPAC meeting held on February 14, 2024, confirming such consent, are on file with the Company and the Management Company.

H. Key Person Provisions. Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as "Key Persons" for purposes of the Fund. Neither David Kellner nor Joanna Trask is a designated Key Person under Section 5.2 of the LPA. Accordingly, the departures of Kellner and Trask do not trigger a "Key Person Event" under the LPA and do not result in any suspension of the investment period or other restrictions on the General Partner's investment activities. The Members note, however, that six (6) of the fourteen (14) side letters entered into by the Fund with certain limited partners contain expanded key-person provisions that name David Kellner as a "Contributing Person" (as such term is defined in the applicable side letters), requiring notification to such limited partners within fifteen (15) business days of Kellner's departure. The Company and the Management Company will comply with all such notification requirements in accordance with the applicable side letters.

I. Legal Counsel. Calderwood & Harkness LLP has been engaged as restructuring counsel for the Company in connection with the Restructuring. The engagement is led by Nicholas Stern, Responsible Partner, and supported by Graham Sutherland, Billing Partner; Owen Fischer, Lead Associate; Stephen Adler, Working Associate; and Sylvia Hartwell, Specialist Partner (Tax). Whitford & Chase LLP has been separately retained by the Departing Principals, David Kellner and Joanna Trask, to negotiate the terms of their respective separations. The Whitford & Chase engagement is led by Richard Beaulieu, Partner, and supported by Hannah Polk, Associate. Pemberton Hale LLP, led by Victoria Langford, Partner, continues to serve as fund formation counsel for the Company and the Fund with respect to routine fund operations, LP communications, and side-letter compliance matters. Each of the foregoing law firms has been fully informed of the scope of the Restructuring and is coordinating its respective workstream accordingly.

J. Authorization. The Members constitute one hundred percent (100%) of the membership interests and voting rights of the Company and are authorized to take action by written consent without a meeting pursuant to Section 7.4 of the Company Agreement and Section 18-302(d) of the Act.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the undersigned Members, constituting all of the Members of the Company and holding one hundred percent (100%) of the outstanding membership interests, hereby adopt the following resolutions by written consent effective as of February 28, 2024:

Resolution 1 — Approval of the Management Company Restructuring and Formation of HoldCo and GP Intermediate

RESOLVED, that the Restructuring, as described in the Recitals above and as set forth in greater detail in the Restructuring Options Memorandum prepared by Calderwood & Harkness LLP and presented to the Members (a copy of which has been reviewed by each Member), is hereby approved, adopted, and ratified in all respects.

RESOLVED, that the formation of Ardent Capital Holdings LLC ("HoldCo") as a Delaware limited liability company is hereby authorized and approved, including the preparation, execution, and filing of a Certificate of Formation with the Secretary of State of the State of Delaware, with the registered agent designated as Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904, and with such other terms and provisions as may be required by the Act and as the authorized persons may determine to be necessary or appropriate.

RESOLVED, that the formation of Ardent GP Intermediate LLC ("GP Intermediate") as a Delaware limited liability company is hereby authorized and approved, including the preparation, execution, and filing of a Certificate of Formation with the Secretary of State of the State of Delaware, with the registered agent designated as Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904, and with such other terms and provisions as may be required by the Act and as the authorized persons may determine to be necessary or appropriate.

RESOLVED, that the Amended and Restated Limited Liability Company Agreement of HoldCo, in substantially the form presented to the Members and attached hereto as Exhibit A, providing for the following membership interests:

(a) Marcus Aldridge — forty-two percent (42%);

(b) Priya Narayanan — thirty-six percent (36%);

(d) Elena Marchetti — four percent (4%); and

(e) Samuel Okonkwo — four percent (4%),

is hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company.

RESOLVED, that the Limited Liability Company Agreement of GP Intermediate, in substantially the form presented to the Members and attached hereto as Exhibit B, providing for HoldCo as the sole member of GP Intermediate, is hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company.

RESOLVED, that the new two-tier governance structure, under which (i) HoldCo will be the sole member of the Management Company and the sole member of GP Intermediate, and (ii) GP Intermediate will be the sole member of the Company, is hereby approved in all respects. The Members acknowledge that this structure will provide enhanced organizational durability, succession planning flexibility, and structural separation between the management company and general partner functions of the Ardent Capital platform, and that such structure has been reviewed and approved by Calderwood & Harkness LLP from a tax, regulatory, and governance perspective.

Resolution 2 — Approval of the Economics Realignment

RESOLVED, that the reallocation of carried interest and management fee profit-sharing economics among the principals of the Ardent Capital platform, effective upon the completion of the Restructuring and the admission of GP Intermediate as the sole member of the Company, is hereby approved as follows:

Carried Interest. The Fund's carried interest entitlement, being twenty percent (20%) of net profits of the Fund (subject to an eight percent (8%) per annum preferred return to the limited partners and a full catch-up allocation to the General Partner), shall be allocated among the principals through HoldCo in the following percentages:

(i) Marcus Aldridge — forty-two percent (42%);

(ii) Priya Narayanan — thirty-six percent (36%);

(iii) Robert Hsiao — fourteen percent (14%);

(iv) Elena Marchetti — four percent (4%); and

(v) Samuel Okonkwo — four percent (4%).

Management Company Profit Share. The Management Company profit share (being approximately Seventeen Million One Hundred Fifty Thousand Dollars ($17,150,000) per year, representing thirty-five percent (35%) of the Fund's annual management fee revenue of approximately Forty-Nine Million Dollars ($49,000,000), after deduction of operating expenses of the Management Company) shall be allocated through HoldCo in the same percentages set forth above.

RESOLVED, that the Amended and Restated Carried Interest Allocation Agreement, in substantially the form presented to the Members and attached hereto as Exhibit C, reflecting the foregoing carried interest allocation among the principals and setting forth the mechanics of carry distribution, clawback, escrow, and tax distribution provisions, is hereby approved, adopted, and ratified in all respects.

RESOLVED, that the Management Fee Sharing and Profit Allocation Agreement, in substantially the form presented to the Members and attached hereto as Exhibit D, reflecting the foregoing management company profit-sharing arrangement among the principals through HoldCo, is hereby approved, adopted, and ratified in all respects.

RESOLVED, that the Revised Co-Investment Allocation Policy, in substantially the form presented to the Members and attached hereto as Exhibit E, reflecting updated co-investment allocation priorities and procedures in light of the Restructuring, including the allocation of co-investment opportunities among the continuing principals and next-generation principals, is hereby approved, adopted, and ratified in all respects.

Resolution 3 — Approval of the Withdrawal of David Kellner and Joanna Trask as Members

Kellner Separation. RESOLVED, that the withdrawal of David Kellner as a Member of the Company, effective upon his retirement on March 31, 2024 (the Kellner Departure Date), is hereby approved and authorized.

RESOLVED, that the terms of the Separation and Release Agreement by and among the Company, Ardent Capital Management LLC, and David Kellner (the "Kellner Separation Agreement"), including the following principal terms:

(a) Transition from Senior Partner to Senior Advisor status, effective as of the Kellner Departure Date;

(b) Retention by Kellner of one hundred percent (100%) of his vested carried interest, with an aggregate value of Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000) as of September 30, 2023 (subject to subsequent adjustments based on Fund performance);

(c) Continuation of Kellner's clawback obligation with respect to retained carried interest for a period of three (3) years following the Kellner Departure Date, consistent with Section 6.5 of the LPA;

(d) Maintenance by Kellner of a carry escrow balance of Three Million Nine Hundred Forty-Two Thousand Dollars ($3,942,000) for a period of three (3) years following the Kellner Departure Date, in accordance with the escrow provisions set forth in the LPA;

(e) A non-competition covenant for a period of eighteen (18) months following the Kellner Departure Date, a non-solicitation of employees covenant for a period of twenty-four (24) months following the Kellner Departure Date, and a non-solicitation of limited partners covenant for a period of twenty-four (24) months following the Kellner Departure Date;

(f) Health insurance continuation at an amount equivalent to COBRA coverage for a period of twenty-four (24) months following the Kellner Departure Date, at an estimated cost of approximately Fifty-Two Thousand Dollars ($52,000); and

(g) A mutual general release of all claims arising out of or related to Kellner's membership in the Company and his employment with the Management Company, subject to customary carve-outs for indemnification rights, vested benefits, and the obligations set forth in the Kellner Separation Agreement,

in substantially the form attached hereto as Exhibit F, are hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company and the Management Company.

RESOLVED, that the Senior Advisor Agreement between Ardent Capital Management LLC and David Kellner, providing for a two (2)-year advisory term commencing on the Kellner Departure Date at an annual advisory fee of Three Hundred Fifty Thousand Dollars ($350,000), in substantially the form attached hereto as Exhibit G, is hereby approved, adopted, and ratified in all respects.

RESOLVED, that the Carry Retention and Clawback Side Letter between the Company and David Kellner, setting forth the detailed mechanics of Kellner's retained carry, escrow maintenance, clawback calculation methodology, and distribution procedures following the Kellner Departure Date, in substantially the form attached hereto as Exhibit H, is hereby approved, adopted, and ratified in all respects.

Trask Separation. RESOLVED, that the withdrawal of Joanna Trask as a Member of the Company, effective upon her departure on April 15, 2024 (the Trask Departure Date), is hereby approved and authorized.

RESOLVED, that the terms of the Separation and Release Agreement by and among the Company, Ardent Capital Management LLC, and Joanna Trask (the "Trask Separation Agreement"), including the following principal terms:

(a) Retention by Trask of sixty percent (60%) of her vested carried interest, with an aggregate retained amount of Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200);

(b) Forfeiture by Trask of forty percent (40%) of her vested carried interest, with an aggregate forfeited amount of Four Million Two Hundred Four Thousand Eight Hundred Dollars ($4,204,800), and forfeiture of one hundred percent (100%) of her unvested carried interest;

(c) Continuation of Trask's clawback obligation with respect to retained carried interest for a period of two (2) years following the Trask Departure Date;

(d) Adjustment of Trask's carry escrow to One Million Eight Hundred Ninety-Two Thousand One Hundred Sixty Dollars ($1,892,160), with a partial escrow release of One Million Two Hundred Fifty-Seven Thousand Eight Hundred Forty Dollars ($1,257,840), to be paid to Trask within sixty (60) days of the Trask Departure Date;

(e) A separation payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) in a lump sum, payable within thirty (30) days of the Trask Departure Date;

(f) A non-competition covenant for a period of twelve (12) months following the Trask Departure Date, a non-solicitation of employees covenant for a period of eighteen (18) months following the Trask Departure Date, and a non-solicitation of limited partners covenant for a period of eighteen (18) months following the Trask Departure Date; and

(g) A mutual general release of all claims arising out of or related to Trask's membership in the Company and her employment with the Management Company, subject to customary carve-outs for indemnification rights, vested benefits, and the obligations set forth in the Trask Separation Agreement,

in substantially the form attached hereto as Exhibit I, are hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company and the Management Company.

RESOLVED, that the Carry Retention and Clawback Side Letter between the Company and Joanna Trask, setting forth the detailed mechanics of Trask's retained carry, escrow adjustment, partial escrow release, clawback calculation methodology, and distribution procedures following the Trask Departure Date, in substantially the form attached hereto as Exhibit J, is hereby approved, adopted, and ratified in all respects.

Resolution 4 — Admission of Ardent GP Intermediate LLC as Sole Member

RESOLVED, that upon the effective dates of the withdrawals of Kellner and Trask and the contribution of the remaining Members' interests into HoldCo, Ardent GP Intermediate LLC is hereby admitted as the sole member of the Company, with a one hundred percent (100%) membership interest therein, and all rights, powers, privileges, and obligations attendant thereto.

RESOLVED, that the current individual membership interests held by Marcus Aldridge (35%), Priya Narayanan (30%), David Kellner (15%), Joanna Trask (12%), and Robert Hsiao (8%) shall be cancelled and extinguished, and in replacement thereof, a single one hundred percent (100%) membership interest in the Company shall be issued to and held by GP Intermediate, effective upon the completion of the Restructuring.

RESOLVED, that the assumption of the Departing Principals' unfunded general partner commitment obligations, totaling Three Million Four Hundred Two Thousand Dollars ($3,402,000) in the aggregate (consisting of One Million Eight Hundred Ninety Thousand Dollars ($1,890,000) attributable to Kellner and One Million Five Hundred Twelve Thousand Dollars ($1,512,000) attributable to Trask), by the remaining principals of HoldCo on a pro rata basis in accordance with their respective HoldCo membership interests, is hereby approved as follows:

The foregoing assumptions of unfunded commitment obligations shall be effectuated through the applicable capital contribution mechanics set forth in the HoldCo Agreement and the Company Agreement, and shall be reflected in the Second Amended and Restated LLC Agreement of the Company.

Resolution 5 — Approval and Execution of Restructuring Documents

RESOLVED, that each of the following documents, in substantially the forms presented to the Members (copies of which have been reviewed by each Member), is hereby approved, adopted, and ratified in all respects, and that the appropriate officers and authorized persons of the Company are directed to execute and deliver the same on behalf of the Company, with such changes, modifications, or amendments as such authorized persons may approve, such approval to be conclusively evidenced by the execution thereof:

1. Certificate of Formation — Ardent Capital Holdings LLC;

2. Certificate of Formation — Ardent GP Intermediate LLC;

3. Amended and Restated Limited Liability Company Agreement — Ardent Capital Holdings LLC (Exhibit A);

4. Limited Liability Company Agreement — Ardent GP Intermediate LLC (Exhibit B);

5. Second Amended and Restated Limited Liability Company Agreement — Ardent Capital GP III LLC, reflecting the withdrawal of Kellner and Trask as Members, the admission of GP Intermediate as the sole member, the updated general partner commitment allocation, updated indemnification provisions, and conforming changes corresponding to Sections 8.3 and 9.7 of the LPA;

6. Second Amended and Restated Limited Liability Company Agreement — Ardent Capital Management LLC (SEC CRD #298417), reflecting HoldCo as the sole member, revised management fee profit distribution provisions, updated key-personnel provisions, and other conforming changes;

7. Amended and Restated Carried Interest Allocation Agreement (Exhibit C);

8. Management Fee Sharing and Profit Allocation Agreement (Exhibit D);

9. Revised Co-Investment Allocation Policy (Exhibit E);

10. Separation and Release Agreement — David Kellner (Exhibit F);

11. Senior Advisor Agreement — David Kellner (Exhibit G);

12. Separation and Release Agreement — Joanna Trask (Exhibit I);

13. Carry Retention and Clawback Side Letter — David Kellner (Exhibit H);

14. Carry Retention and Clawback Side Letter — Joanna Trask (Exhibit J); and

15. Any and all ancillary documents, instruments, certificates, resolutions, consents, and agreements as may be necessary or desirable to effectuate the Restructuring, including without limitation any filings with the Delaware Secretary of State, the Securities and Exchange Commission, state regulatory authorities, and any other governmental bodies.

Resolution 6 — Approval of Amendment No. 1 to the LPA

RESOLVED, that the execution and delivery of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, in substantially the form attached hereto as Exhibit K (the "LPA Amendment"), is hereby approved, adopted, and ratified in all respects. The LPA Amendment reflects the restructuring of the General Partner from a directly-held entity to one owned through the intermediate holding company structure, amends the defined terms "General Partner," "Key Persons," and "Management Company" as necessary to conform to the new organizational structure, updates the general partner commitment provisions to reflect the assumption of the Departing Principals' unfunded commitments by the remaining principals, and makes conforming changes to Section 5.2 (Key Person), Section 8.3 (Transfer of General Partner Interest), and Section 9.4 (LPAC Consent) of the LPA.

RESOLVED, that the LPAC consent obtained at the virtual meeting held on February 14, 2024, pursuant to Section 9.4 of the LPA, is hereby acknowledged and confirmed as satisfying the consent requirement for the adoption of Amendment No. 1, and that no further LPAC or limited partner consent is required for the adoption of the LPA Amendment.

RESOLVED, that the limited partner notification letters to all forty-seven (47) limited partners of the Fund, to be sent on or about March 5, 2024, notifying such limited partners of the completion of the Restructuring, the adoption of Amendment No. 1, the departures of Kellner and Trask, and the realignment of economics among the continuing and next-generation principals, are hereby approved in all respects, and the authorized persons are directed to send or cause to be sent such notification letters in the form reviewed and approved by Calderwood & Harkness LLP and Pemberton Hale LLP.

Resolution 7 — Authorization of Officers and Agents

RESOLVED, that Marcus Aldridge and Priya Narayanan, individually and jointly, in their respective capacities as Co-Founders and Managing Partners of the Company, are hereby authorized, empowered, and directed to:

(a) Execute and deliver, on behalf of the Company, any and all documents, instruments, certificates, filings, consents, and agreements necessary or desirable to effectuate the Restructuring, including but not limited to each of the documents enumerated in Resolution 5 above;

(b) File or cause to be filed the Certificates of Formation for HoldCo and GP Intermediate with the Secretary of State of the State of Delaware, together with any other filings required by the Act or other applicable law;

(c) File or cause to be filed an amendment to SEC Form ADV for Ardent Capital Management LLC (SEC CRD #298417) reflecting the updated ownership structure of the Management Company, the removal of David Kellner and Joanna Trask as control persons, and the addition of Elena Marchetti and Samuel Okonkwo as supervised persons, together with any other regulatory filings or notifications required by the Investment Advisers Act of 1940, as amended, or applicable state securities laws;

(d) Send or cause to be sent any notices, communications, or correspondence required under the LPA, the side letters, or applicable law in connection with the Restructuring, including without limitation:

(i) notifications to the six (6) limited partners whose side letters contain expanded key-person provisions naming David Kellner as a "Contributing Person," to be delivered within fifteen (15) business days of the Kellner Departure Date in accordance with the terms of such side letters;

(ii) notifications to the four (4) limited partners — Ridgeline Public Employees' Retirement System, Pinnacle Insurance Group, Crestwood Endowment Partners, and Haverford Capital Partners — whose side letters require prior written notice or affirmative consent for any material change in the management structure of the General Partner or the Management Company; and

(iii) the general limited partner notification letters approved pursuant to Resolution 6 above;

(e) Coordinate with Calderwood & Harkness LLP (Nicholas Stern, Graham Sutherland, Owen Fischer, Stephen Adler, and Sylvia Hartwell), Pemberton Hale LLP (Victoria Langford), Heathrow Whitman & Co. (Paul Devereux, engagement partner and the Company's independent auditor), and Broadleaf Consulting Group (Martin Schreiber, lead valuation advisor) as necessary to complete the Restructuring and ensure compliance with all applicable legal, regulatory, tax, and accounting requirements; and

(f) Take any and all other actions as may be necessary, desirable, or appropriate to carry out the intent and purpose of these resolutions, including the execution and delivery of any additional documents, certificates, or instruments that may be required.

RESOLVED, that any and all actions heretofore taken by any officer, member, agent, representative, attorney, or advisor of the Company in connection with or in furtherance of the Restructuring, including without limitation the engagement of legal counsel, the negotiation of separation terms with the Departing Principals and their counsel, the solicitation and receipt of LPAC consent, and the preparation of the Restructuring documents, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company.

Resolution 8 — General Authorization

RESOLVED, that any officer, member, or other authorized person of the Company is hereby authorized and directed, in the name and on behalf of the Company, to take such further actions and to execute and deliver such further documents, instruments, certificates, and agreements as may be necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions, with such changes, modifications, additions, or amendments as such officer or authorized person may approve, such approval to be conclusively evidenced by the execution thereof, and no third party shall be required to look beyond the certification of any such officer or authorized person as to the authority to act on behalf of the Company.

EXHIBIT LIST

Title: Partner

Membership Interest: 8%

Date: February 28, 2024

Total Membership Interests Represented: 100%

This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by electronic transmission (including by .pdf) shall be as effective as delivery of an originally executed counterpart.

Member	Title	Membership Interest (%)
Marcus Aldridge	Co-Founder & Managing Partner	35%
Priya Narayanan	Co-Founder & Managing Partner	30%
David Kellner	Senior Partner	15%
Joanna Trask	Partner	12%
Robert Hsiao	Partner	8%
Total	100%
Principal	Pre-Restructuring Interest (%)	Post-Restructuring Interest (%)	Change (Percentage Points)
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
David Kellner	15%	0% (subject to carry retention)	-15
Joanna Trask	12%	0% (subject to carry retention)	-12
Total	100%	100%
HoldCo Member	HoldCo Interest (%)	Assumed Unfunded Commitment ($)
Marcus Aldridge	42%	$1,428,840
Priya Narayanan	36%	$1,224,720
Robert Hsiao	14%	$476,280
Elena Marchetti	4%	$136,080
Samuel Okonkwo	4%	$136,080
Total	100%	$3,402,000
Exhibit	Document
Exhibit A	Amended and Restated Limited Liability Company Agreement — Ardent Capital Holdings LLC

Exhibit B	Limited Liability Company Agreement — Ardent GP Intermediate LLC
Exhibit C	Amended and Restated Carried Interest Allocation Agreement
Exhibit D	Management Fee Sharing and Profit Allocation Agreement
Exhibit E	Revised Co-Investment Allocation Policy
Exhibit F	Separation and Release Agreement — David Kellner
Exhibit G	Senior Advisor Agreement — David Kellner
Exhibit H	Carry Retention and Clawback Side Letter — David Kellner
Exhibit I	Separation and Release Agreement — Joanna Trask
Exhibit J	Carry Retention and Clawback Side Letter — Joanna Trask
Exhibit K	Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP

WRITTEN CONSENT OF THE MEMBERS OF ARDENT CAPITAL GP III LLC
IN LIEU OF A SPECIAL MEETING
February 28, 2024
This Written Consent (this "Consent") is executed in lieu of a special meeting of the Members (as defined below) of Ardent Capital GP III LLC, a Delaware limited liability company (the "Company"), pursuant to the provisions of Section 7.4 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 15, 2019, as amended (the "Company Agreement"), and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "Act"). The undersigned, being all of the members of the Company holding one hundred percent (100%) of the outstanding membership interests in the Company, hereby consent to the adoption of the following recitals and resolutions, which shall have the same force and effect as if adopted at a duly convened special meeting of the Members at which all Members were present and voting.
RECITALS
A. The Company. Ardent Capital GP III LLC is a Delaware limited liability company that was organized on May 3, 2019, by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware. The Company serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"). The Fund is a private equity fund that was organized on June 15, 2019, and has received total capital commitments of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) from forty-seven (47) limited partners. The Company holds a one and one-half percent (1.5%) general partner commitment to the Fund, representing a total capital commitment of Forty-Two Million Dollars ($42,000,000). The Company maintains its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022. The Company's registered agent in the State of Delaware is Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904.
B. Current Members. The Company currently has five (5) members (each, a "Member" and collectively, the "Members"), holding membership interests as follows:
Each of the foregoing Members holds voting rights in proportion to his or her membership interest. Together, the Members hold one hundred percent (100%) of the outstanding membership interests and voting rights in the Company.
C. Proposed Restructuring. The Members have carefully considered and determined that it is in the best interest of the Company and the Fund to undertake a comprehensive restructuring of the management company structure and a realignment of economics among the principals of the Ardent Capital platform (the "Restructuring"). The Restructuring has been developed in consultation with Calderwood & Harkness LLP, restructuring counsel for the Company, and involves four principal workstreams: (i) entity restructuring, including the formation of a parent holding company and an intermediate holding entity to create a more durable and scalable organizational architecture; (ii) economics realignment, including the reallocation of carried interest, management fee profit-sharing, and co-investment rights among continuing and next-generation principals; (iii) departing principal separations, including the negotiation and execution of separation and release agreements, carry retention arrangements, and restrictive covenant agreements with two departing principals; and (iv) LP consent and side-letter compliance, including LPAC notification and consent, limited partner notifications, and compliance with expanded key-person and management change provisions contained in the Fund's side letters.
D. Formation of HoldCo and GP Intermediate. As part of the Restructuring, the Members desire to authorize the formation of Ardent Capital Holdings LLC, a new Delaware limited liability company ("HoldCo"), which will serve as the parent holding company of both the Company and Ardent Capital Management LLC, a Delaware limited liability company and registered investment adviser (SEC CRD #298417) (the "Management Company"). The Members further desire to authorize the formation of Ardent GP Intermediate LLC, a new Delaware limited liability company ("GP Intermediate"), which will serve as an intermediate holding entity between HoldCo and the Company, thereby providing structural separation between the management company operations and the general partner functions of the Fund. HoldCo's Certificate of Formation is to be filed with the Delaware Secretary of State (anticipated Delaware File No. 7948231; Employer Identification Number 93-1847225). GP Intermediate's Certificate of Formation is to be filed with the Delaware Secretary of State (anticipated Delaware File No. 7948237; Employer Identification Number 93-1847231). Both entities will maintain their registered agent as Prestige Registered Agents LLC, at 850 New Burton Road, Suite 201, Dover, Delaware 19904.
E. Departures. David Kellner has announced his retirement from the Ardent Capital platform, effective as of March 31, 2024 (the "Kellner Departure Date"), and will transition from his current role as Senior Partner to the position of Senior Advisor to the Company and the Management Company. Joanna Trask has announced her voluntary departure from the Ardent Capital platform, effective as of April 15, 2024 (the "Trask Departure Date"), in order to join another private equity firm. In connection with their respective departures, Kellner and Trask will withdraw as Members of the Company (collectively, the "Departing Principals"). The terms of their respective separations have been negotiated between the Company and its counsel, Calderwood & Harkness LLP, and the Departing Principals and their separate counsel, Whitford & Chase LLP, and are reflected in the separation documents described in these resolutions.
F. Economics Realignment. Following the departures of Kellner and Trask, the aggregate carried interest and management fee profit-sharing economics formerly held by Kellner (15%) and Trask (12%), totaling twenty-seven percent (27%), will be reallocated among the remaining principals and two next-generation principals (Elena Marchetti and Samuel Okonkwo, each currently serving as a Principal of the Management Company), as set forth in the following table:
The foregoing realignment is designed to (i) reward the continuing founding partners for their leadership contributions to the Fund, (ii) meaningfully increase the economics of Robert Hsiao, who has assumed a leadership role in deal origination and portfolio management during the current investment period, and (iii) promote the next generation of investment talent by granting meaningful carried interest and management fee participation to Elena Marchetti and Samuel Okonkwo, each of whom has been identified as a critical future leader of the platform.
G. LPAC Consent. Section 9.4 of the Amended and Restated Agreement of Limited Partnership of the Fund, dated as of June 15, 2019, as amended (the "LPA"), requires the consent of the Limited Partner Advisory Committee (the "LPAC") for certain actions by the General Partner, including material changes to the management structure of the General Partner or the Management Company. In compliance with this requirement, LPAC notification and consent solicitation letters were sent to all four LPAC members on February 5, 2024, together with supporting documentation including the Restructuring Options Memorandum prepared by Calderwood & Harkness LLP. LPAC consent was obtained at a virtual meeting held on February 14, 2024, at which all four LPAC members were present and voted unanimously in favor of the Restructuring. The LPAC members are as follows:
(i) Ridgeline Public Employees' Retirement System — represented by Thomas Engström, Chief Investment Officer;
(ii) Crestwood Endowment Partners — represented by Annika Johansson, Director of Private Equity;
(iii) Pinnacle Insurance Group — represented by Derek Mallinson, Head of Alternatives; and
(iv) Graystone Family Office LLC — represented by Catherine Whitfield, Managing Director.
The minutes of the LPAC meeting held on February 14, 2024, confirming such consent, are on file with the Company and the Management Company.
H. Key Person Provisions. Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as "Key Persons" for purposes of the Fund. Neither David Kellner nor Joanna Trask is a designated Key Person under Section 5.2 of the LPA. Accordingly, the departures of Kellner and Trask do not trigger a "Key Person Event" under the LPA and do not result in any suspension of the investment period or other restrictions on the General Partner's investment activities. The Members note, however, that six (6) of the fourteen (14) side letters entered into by the Fund with certain limited partners contain expanded key-person provisions that name David Kellner as a "Contributing Person" (as such term is defined in the applicable side letters), requiring notification to such limited partners within fifteen (15) business days of Kellner's departure. The Company and the Management Company will comply with all such notification requirements in accordance with the applicable side letters.
I. Legal Counsel. Calderwood & Harkness LLP has been engaged as restructuring counsel for the Company in connection with the Restructuring. The engagement is led by Nicholas Stern, Responsible Partner, and supported by Graham Sutherland, Billing Partner; Owen Fischer, Lead Associate; Stephen Adler, Working Associate; and Sylvia Hartwell, Specialist Partner (Tax). Whitford & Chase LLP has been separately retained by the Departing Principals, David Kellner and Joanna Trask, to negotiate the terms of their respective separations. The Whitford & Chase engagement is led by Richard Beaulieu, Partner, and supported by Hannah Polk, Associate. Pemberton Hale LLP, led by Victoria Langford, Partner, continues to serve as fund formation counsel for the Company and the Fund with respect to routine fund operations, LP communications, and side-letter compliance matters. Each of the foregoing law firms has been fully informed of the scope of the Restructuring and is coordinating its respective workstream accordingly.
J. Authorization. The Members constitute one hundred percent (100%) of the membership interests and voting rights of the Company and are authorized to take action by written consent without a meeting pursuant to Section 7.4 of the Company Agreement and Section 18-302(d) of the Act.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the undersigned Members, constituting all of the Members of the Company and holding one hundred percent (100%) of the outstanding membership interests, hereby adopt the following resolutions by written consent effective as of February 28, 2024:
Resolution 1 — Approval of the Management Company Restructuring and Formation of HoldCo and GP Intermediate
RESOLVED, that the Restructuring, as described in the Recitals above and as set forth in greater detail in the Restructuring Options Memorandum prepared by Calderwood & Harkness LLP and presented to the Members (a copy of which has been reviewed by each Member), is hereby approved, adopted, and ratified in all respects.
RESOLVED, that the formation of Ardent Capital Holdings LLC ("HoldCo") as a Delaware limited liability company is hereby authorized and approved, including the preparation, execution, and filing of a Certificate of Formation with the Secretary of State of the State of Delaware, with the registered agent designated as Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904, and with such other terms and provisions as may be required by the Act and as the authorized persons may determine to be necessary or appropriate.
RESOLVED, that the formation of Ardent GP Intermediate LLC ("GP Intermediate") as a Delaware limited liability company is hereby authorized and approved, including the preparation, execution, and filing of a Certificate of Formation with the Secretary of State of the State of Delaware, with the registered agent designated as Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904, and with such other terms and provisions as may be required by the Act and as the authorized persons may determine to be necessary or appropriate.
RESOLVED, that the Amended and Restated Limited Liability Company Agreement of HoldCo, in substantially the form presented to the Members and attached hereto as Exhibit A, providing for the following membership interests:
(a) Marcus Aldridge — forty-two percent (42%);
(b) Priya Narayanan — thirty-six percent (36%);
(c) Robert Hsiao — fourteen percent (14%);
(d) Elena Marchetti — four percent (4%); and
(e) Samuel Okonkwo — four percent (4%),
is hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company.
RESOLVED, that the Limited Liability Company Agreement of GP Intermediate, in substantially the form presented to the Members and attached hereto as Exhibit B, providing for HoldCo as the sole member of GP Intermediate, is hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company.
RESOLVED, that the new two-tier governance structure, under which (i) HoldCo will be the sole member of the Management Company and the sole member of GP Intermediate, and (ii) GP Intermediate will be the sole member of the Company, is hereby approved in all respects. The Members acknowledge that this structure will provide enhanced organizational durability, succession planning flexibility, and structural separation between the management company and general partner functions of the Ardent Capital platform, and that such structure has been reviewed and approved by Calderwood & Harkness LLP from a tax, regulatory, and governance perspective.
Resolution 2 — Approval of the Economics Realignment
RESOLVED, that the reallocation of carried interest and management fee profit-sharing economics among the principals of the Ardent Capital platform, effective upon the completion of the Restructuring and the admission of GP Intermediate as the sole member of the Company, is hereby approved as follows:
Carried Interest. The Fund's carried interest entitlement, being twenty percent (20%) of net profits of the Fund (subject to an eight percent (8%) per annum preferred return to the limited partners and a full catch-up allocation to the General Partner), shall be allocated among the principals through HoldCo in the following percentages:
(i) Marcus Aldridge — forty-two percent (42%);
(ii) Priya Narayanan — thirty-six percent (36%);
(iii) Robert Hsiao — fourteen percent (14%);
(iv) Elena Marchetti — four percent (4%); and
(v) Samuel Okonkwo — four percent (4%).
Management Company Profit Share. The Management Company profit share (being approximately Seventeen Million One Hundred Fifty Thousand Dollars ($17,150,000) per year, representing thirty-five percent (35%) of the Fund's annual management fee revenue of approximately Forty-Nine Million Dollars ($49,000,000), after deduction of operating expenses of the Management Company) shall be allocated through HoldCo in the same percentages set forth above.
RESOLVED, that the Amended and Restated Carried Interest Allocation Agreement, in substantially the form presented to the Members and attached hereto as Exhibit C, reflecting the foregoing carried interest allocation among the principals and setting forth the mechanics of carry distribution, clawback, escrow, and tax distribution provisions, is hereby approved, adopted, and ratified in all respects.
RESOLVED, that the Management Fee Sharing and Profit Allocation Agreement, in substantially the form presented to the Members and attached hereto as Exhibit D, reflecting the foregoing management company profit-sharing arrangement among the principals through HoldCo, is hereby approved, adopted, and ratified in all respects.
RESOLVED, that the Revised Co-Investment Allocation Policy, in substantially the form presented to the Members and attached hereto as Exhibit E, reflecting updated co-investment allocation priorities and procedures in light of the Restructuring, including the allocation of co-investment opportunities among the continuing principals and next-generation principals, is hereby approved, adopted, and ratified in all respects.
Resolution 3 — Approval of the Withdrawal of David Kellner and Joanna Trask as Members
Kellner Separation.  RESOLVED, that the withdrawal of David Kellner as a Member of the Company, effective upon his retirement on March 31, 2024 (the Kellner Departure Date), is hereby approved and authorized.
RESOLVED, that the terms of the Separation and Release Agreement by and among the Company, Ardent Capital Management LLC, and David Kellner (the "Kellner Separation Agreement"), including the following principal terms:
(a) Transition from Senior Partner to Senior Advisor status, effective as of the Kellner Departure Date;
(b) Retention by Kellner of one hundred percent (100%) of his vested carried interest, with an aggregate value of Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000) as of September 30, 2023 (subject to subsequent adjustments based on Fund performance);
(c) Continuation of Kellner's clawback obligation with respect to retained carried interest for a period of three (3) years following the Kellner Departure Date, consistent with Section 6.5 of the LPA;
(d) Maintenance by Kellner of a carry escrow balance of Three Million Nine Hundred Forty-Two Thousand Dollars ($3,942,000) for a period of three (3) years following the Kellner Departure Date, in accordance with the escrow provisions set forth in the LPA;
(e) A non-competition covenant for a period of eighteen (18) months following the Kellner Departure Date, a non-solicitation of employees covenant for a period of twenty-four (24) months following the Kellner Departure Date, and a non-solicitation of limited partners covenant for a period of twenty-four (24) months following the Kellner Departure Date;
(f) Health insurance continuation at an amount equivalent to COBRA coverage for a period of twenty-four (24) months following the Kellner Departure Date, at an estimated cost of approximately Fifty-Two Thousand Dollars ($52,000); and
(g) A mutual general release of all claims arising out of or related to Kellner's membership in the Company and his employment with the Management Company, subject to customary carve-outs for indemnification rights, vested benefits, and the obligations set forth in the Kellner Separation Agreement,
in substantially the form attached hereto as Exhibit F, are hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company and the Management Company.
RESOLVED, that the Senior Advisor Agreement between Ardent Capital Management LLC and David Kellner, providing for a two (2)-year advisory term commencing on the Kellner Departure Date at an annual advisory fee of Three Hundred Fifty Thousand Dollars ($350,000), in substantially the form attached hereto as Exhibit G, is hereby approved, adopted, and ratified in all respects.
RESOLVED, that the Carry Retention and Clawback Side Letter between the Company and David Kellner, setting forth the detailed mechanics of Kellner's retained carry, escrow maintenance, clawback calculation methodology, and distribution procedures following the Kellner Departure Date, in substantially the form attached hereto as Exhibit H, is hereby approved, adopted, and ratified in all respects.
Trask Separation.  RESOLVED, that the withdrawal of Joanna Trask as a Member of the Company, effective upon her departure on April 15, 2024 (the Trask Departure Date), is hereby approved and authorized.
RESOLVED, that the terms of the Separation and Release Agreement by and among the Company, Ardent Capital Management LLC, and Joanna Trask (the "Trask Separation Agreement"), including the following principal terms:
(a) Retention by Trask of sixty percent (60%) of her vested carried interest, with an aggregate retained amount of Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200);
(b) Forfeiture by Trask of forty percent (40%) of her vested carried interest, with an aggregate forfeited amount of Four Million Two Hundred Four Thousand Eight Hundred Dollars ($4,204,800), and forfeiture of one hundred percent (100%) of her unvested carried interest;
(c) Continuation of Trask's clawback obligation with respect to retained carried interest for a period of two (2) years following the Trask Departure Date;
(d) Adjustment of Trask's carry escrow to One Million Eight Hundred Ninety-Two Thousand One Hundred Sixty Dollars ($1,892,160), with a partial escrow release of One Million Two Hundred Fifty-Seven Thousand Eight Hundred Forty Dollars ($1,257,840), to be paid to Trask within sixty (60) days of the Trask Departure Date;
(e) A separation payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) in a lump sum, payable within thirty (30) days of the Trask Departure Date;
(f) A non-competition covenant for a period of twelve (12) months following the Trask Departure Date, a non-solicitation of employees covenant for a period of eighteen (18) months following the Trask Departure Date, and a non-solicitation of limited partners covenant for a period of eighteen (18) months following the Trask Departure Date; and
(g) A mutual general release of all claims arising out of or related to Trask's membership in the Company and her employment with the Management Company, subject to customary carve-outs for indemnification rights, vested benefits, and the obligations set forth in the Trask Separation Agreement,
in substantially the form attached hereto as Exhibit I, are hereby approved, adopted, and ratified in all respects, and the authorized persons are directed to execute and deliver the same on behalf of the Company and the Management Company.
RESOLVED, that the Carry Retention and Clawback Side Letter between the Company and Joanna Trask, setting forth the detailed mechanics of Trask's retained carry, escrow adjustment, partial escrow release, clawback calculation methodology, and distribution procedures following the Trask Departure Date, in substantially the form attached hereto as Exhibit J, is hereby approved, adopted, and ratified in all respects.
Resolution 4 — Admission of Ardent GP Intermediate LLC as Sole Member
RESOLVED, that upon the effective dates of the withdrawals of Kellner and Trask and the contribution of the remaining Members' interests into HoldCo, Ardent GP Intermediate LLC is hereby admitted as the sole member of the Company, with a one hundred percent (100%) membership interest therein, and all rights, powers, privileges, and obligations attendant thereto.
RESOLVED, that the current individual membership interests held by Marcus Aldridge (35%), Priya Narayanan (30%), David Kellner (15%), Joanna Trask (12%), and Robert Hsiao (8%) shall be cancelled and extinguished, and in replacement thereof, a single one hundred percent (100%) membership interest in the Company shall be issued to and held by GP Intermediate, effective upon the completion of the Restructuring.
RESOLVED, that the assumption of the Departing Principals' unfunded general partner commitment obligations, totaling Three Million Four Hundred Two Thousand Dollars ($3,402,000) in the aggregate (consisting of One Million Eight Hundred Ninety Thousand Dollars ($1,890,000) attributable to Kellner and One Million Five Hundred Twelve Thousand Dollars ($1,512,000) attributable to Trask), by the remaining principals of HoldCo on a pro rata basis in accordance with their respective HoldCo membership interests, is hereby approved as follows:
The foregoing assumptions of unfunded commitment obligations shall be effectuated through the applicable capital contribution mechanics set forth in the HoldCo Agreement and the Company Agreement, and shall be reflected in the Second Amended and Restated LLC Agreement of the Company.
Resolution 5 — Approval and Execution of Restructuring Documents
RESOLVED, that each of the following documents, in substantially the forms presented to the Members (copies of which have been reviewed by each Member), is hereby approved, adopted, and ratified in all respects, and that the appropriate officers and authorized persons of the Company are directed to execute and deliver the same on behalf of the Company, with such changes, modifications, or amendments as such authorized persons may approve, such approval to be conclusively evidenced by the execution thereof:
1.  Certificate of Formation — Ardent Capital Holdings LLC;
2.  Certificate of Formation — Ardent GP Intermediate LLC;
3.  Amended and Restated Limited Liability Company Agreement — Ardent Capital Holdings LLC (Exhibit A);
4.  Limited Liability Company Agreement — Ardent GP Intermediate LLC (Exhibit B);
5.  Second Amended and Restated Limited Liability Company Agreement — Ardent Capital GP III LLC, reflecting the withdrawal of Kellner and Trask as Members, the admission of GP Intermediate as the sole member, the updated general partner commitment allocation, updated indemnification provisions, and conforming changes corresponding to Sections 8.3 and 9.7 of the LPA;
6.  Second Amended and Restated Limited Liability Company Agreement — Ardent Capital Management LLC (SEC CRD #298417), reflecting HoldCo as the sole member, revised management fee profit distribution provisions, updated key-personnel provisions, and other conforming changes;
7.  Amended and Restated Carried Interest Allocation Agreement (Exhibit C);
8.  Management Fee Sharing and Profit Allocation Agreement (Exhibit D);
9.  Revised Co-Investment Allocation Policy (Exhibit E);
10.  Separation and Release Agreement — David Kellner (Exhibit F);
11.  Senior Advisor Agreement — David Kellner (Exhibit G);
12.  Separation and Release Agreement — Joanna Trask (Exhibit I);
13.  Carry Retention and Clawback Side Letter — David Kellner (Exhibit H);
14.  Carry Retention and Clawback Side Letter — Joanna Trask (Exhibit J); and
15.  Any and all ancillary documents, instruments, certificates, resolutions, consents, and agreements as may be necessary or desirable to effectuate the Restructuring, including without limitation any filings with the Delaware Secretary of State, the Securities and Exchange Commission, state regulatory authorities, and any other governmental bodies.
Resolution 6 — Approval of Amendment No. 1 to the LPA
RESOLVED, that the execution and delivery of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, in substantially the form attached hereto as Exhibit K (the "LPA Amendment"), is hereby approved, adopted, and ratified in all respects. The LPA Amendment reflects the restructuring of the General Partner from a directly-held entity to one owned through the intermediate holding company structure, amends the defined terms "General Partner," "Key Persons," and "Management Company" as necessary to conform to the new organizational structure, updates the general partner commitment provisions to reflect the assumption of the Departing Principals' unfunded commitments by the remaining principals, and makes conforming changes to Section 5.2 (Key Person), Section 8.3 (Transfer of General Partner Interest), and Section 9.4 (LPAC Consent) of the LPA.
RESOLVED, that the LPAC consent obtained at the virtual meeting held on February 14, 2024, pursuant to Section 9.4 of the LPA, is hereby acknowledged and confirmed as satisfying the consent requirement for the adoption of Amendment No. 1, and that no further LPAC or limited partner consent is required for the adoption of the LPA Amendment.
RESOLVED, that the limited partner notification letters to all forty-seven (47) limited partners of the Fund, to be sent on or about March 5, 2024, notifying such limited partners of the completion of the Restructuring, the adoption of Amendment No. 1, the departures of Kellner and Trask, and the realignment of economics among the continuing and next-generation principals, are hereby approved in all respects, and the authorized persons are directed to send or cause to be sent such notification letters in the form reviewed and approved by Calderwood & Harkness LLP and Pemberton Hale LLP.
Resolution 7 — Authorization of Officers and Agents
RESOLVED, that Marcus Aldridge and Priya Narayanan, individually and jointly, in their respective capacities as Co-Founders and Managing Partners of the Company, are hereby authorized, empowered, and directed to:
(a) Execute and deliver, on behalf of the Company, any and all documents, instruments, certificates, filings, consents, and agreements necessary or desirable to effectuate the Restructuring, including but not limited to each of the documents enumerated in Resolution 5 above;
(b) File or cause to be filed the Certificates of Formation for HoldCo and GP Intermediate with the Secretary of State of the State of Delaware, together with any other filings required by the Act or other applicable law;
(c) File or cause to be filed an amendment to SEC Form ADV for Ardent Capital Management LLC (SEC CRD #298417) reflecting the updated ownership structure of the Management Company, the removal of David Kellner and Joanna Trask as control persons, and the addition of Elena Marchetti and Samuel Okonkwo as supervised persons, together with any other regulatory filings or notifications required by the Investment Advisers Act of 1940, as amended, or applicable state securities laws;
(d) Send or cause to be sent any notices, communications, or correspondence required under the LPA, the side letters, or applicable law in connection with the Restructuring, including without limitation:
(i) notifications to the six (6) limited partners whose side letters contain expanded key-person provisions naming David Kellner as a "Contributing Person," to be delivered within fifteen (15) business days of the Kellner Departure Date in accordance with the terms of such side letters;
(ii) notifications to the four (4) limited partners — Ridgeline Public Employees' Retirement System, Pinnacle Insurance Group, Crestwood Endowment Partners, and Haverford Capital Partners — whose side letters require prior written notice or affirmative consent for any material change in the management structure of the General Partner or the Management Company; and
(iii) the general limited partner notification letters approved pursuant to Resolution 6 above;
(e) Coordinate with Calderwood & Harkness LLP (Nicholas Stern, Graham Sutherland, Owen Fischer, Stephen Adler, and Sylvia Hartwell), Pemberton Hale LLP (Victoria Langford), Heathrow Whitman & Co. (Paul Devereux, engagement partner and the Company's independent auditor), and Broadleaf Consulting Group (Martin Schreiber, lead valuation advisor) as necessary to complete the Restructuring and ensure compliance with all applicable legal, regulatory, tax, and accounting requirements; and
(f) Take any and all other actions as may be necessary, desirable, or appropriate to carry out the intent and purpose of these resolutions, including the execution and delivery of any additional documents, certificates, or instruments that may be required.
RESOLVED, that any and all actions heretofore taken by any officer, member, agent, representative, attorney, or advisor of the Company in connection with or in furtherance of the Restructuring, including without limitation the engagement of legal counsel, the negotiation of separation terms with the Departing Principals and their counsel, the solicitation and receipt of LPAC consent, and the preparation of the Restructuring documents, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company.
Resolution 8 — General Authorization
RESOLVED, that any officer, member, or other authorized person of the Company is hereby authorized and directed, in the name and on behalf of the Company, to take such further actions and to execute and deliver such further documents, instruments, certificates, and agreements as may be necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions, with such changes, modifications, additions, or amendments as such officer or authorized person may approve, such approval to be conclusively evidenced by the execution thereof, and no third party shall be required to look beyond the certification of any such officer or authorized person as to the authority to act on behalf of the Company.
EXHIBIT LIST
The following Exhibits are attached hereto and incorporated herein by reference:
SIGNATURES
IN WITNESS WHEREOF, the undersigned Members of Ardent Capital GP III LLC, constituting all of the Members of the Company and holding one hundred percent (100%) of the outstanding membership interests, have executed this Written Consent effective as of February 28, 2024.
MARCUS ALDRIDGE
By: ________
Name: Marcus Aldridge
Title: Co-Founder & Managing Partner
Membership Interest: 35%
Date: February 28, 2024
PRIYA NARAYANAN
By: ________
Name: Priya Narayanan
Title: Co-Founder & Managing Partner
Membership Interest: 30%
Date: February 28, 2024
DAVID KELLNER
By: ________
Name: David Kellner
Title: Senior Partner
Membership Interest: 15%
Date: February 28, 2024
JOANNA TRASK
By: ________
Name: Joanna Trask
Title: Partner
Membership Interest: 12%
Date: February 28, 2024
ROBERT HSIAO
By: ________
Name: Robert Hsiao
Title: Partner
Membership Interest: 8%
Date: February 28, 2024
Total Membership Interests Represented: 100%
This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by electronic transmission (including by .pdf) shall be as effective as delivery of an originally executed counterpart.
Member | Title | Membership Interest (%)
Marcus Aldridge | Co-Founder & Managing Partner | 35%
Priya Narayanan | Co-Founder & Managing Partner | 30%
David Kellner | Senior Partner | 15%
Joanna Trask | Partner | 12%
Robert Hsiao | Partner | 8%
Total | 100%
Principal | Pre-Restructuring Interest (%) | Post-Restructuring Interest (%) | Change (Percentage Points)
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
David Kellner | 15% | 0% (subject to carry retention) | -15
Joanna Trask | 12% | 0% (subject to carry retention) | -12
Total | 100% | 100%
HoldCo Member | HoldCo Interest (%) | Assumed Unfunded Commitment ($)
Marcus Aldridge | 42% | $1,428,840
Priya Narayanan | 36% | $1,224,720
Robert Hsiao | 14% | $476,280
Elena Marchetti | 4% | $136,080
Samuel Okonkwo | 4% | $136,080
Total | 100% | $3,402,000
Exhibit | Document
Exhibit A | Amended and Restated Limited Liability Company Agreement — Ardent Capital Holdings LLC
Exhibit B | Limited Liability Company Agreement — Ardent GP Intermediate LLC
Exhibit C | Amended and Restated Carried Interest Allocation Agreement
Exhibit D | Management Fee Sharing and Profit Allocation Agreement
Exhibit E | Revised Co-Investment Allocation Policy
Exhibit F | Separation and Release Agreement — David Kellner
Exhibit G | Senior Advisor Agreement — David Kellner
Exhibit H | Carry Retention and Clawback Side Letter — David Kellner
Exhibit I | Separation and Release Agreement — Joanna Trask
Exhibit J | Carry Retention and Clawback Side Letter — Joanna Trask
Exhibit K | Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP

WRITTEN CONSENT OF THE MEMBERS OF ARDENT CAPITAL GP III LLC

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

EXHIBIT LIST

SIGNATURES

MARCUS ALDRIDGE

PRIYA NARAYANAN

DAVID KELLNER

JOANNA TRASK

ROBERT HSIAO

Record

Parties

Dates

Amounts