1001-00002 · Ardent Capital Management LLC · Closing

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BRING-DOWN OFFICER'S CERTIFICATE

Ardent Capital Partners III LP

Management Company Restructuring and Economics Realignment

February 28, 2024

This Bring-Down Officer's Certificate (this "Certificate") is executed and delivered as of February 28, 2024, by Marcus Aldridge, Co-Founder & Managing Partner, and Priya Narayanan, Co-Founder & Managing Partner, each acting in his or her capacity as a Managing Member of Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner" or "GP"), which serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"), in connection with the closing of the management company restructuring and economics realignment transactions described herein and documented by the Restructuring Documents (as defined below).

RECITALS

A. Identification of the Fund and General Partner. The Fund was formed as a Delaware limited partnership in 2019 and has received aggregate capital commitments of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) from forty-seven (47) limited partners (the "Limited Partners" or "LPs"). The Fund's sole general partner is Ardent Capital GP III LLC, a Delaware limited liability company. The General Partner's registered agent is Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Fund maintains its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022.

B. Identification of the Management Company. Ardent Capital Management LLC (the "Management Company" or "ManCo"), a Delaware limited liability company registered with the Securities and Exchange Commission (the "SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), bearing Central Registration Depository number 298417 (CRD #298417), serves as the investment adviser and manager of the Fund pursuant to the investment management agreement between the ManCo and the Fund.

C. Description of the Restructuring. The undersigned refer to the comprehensive management company restructuring and economics realignment among the Fund's principals (the "Restructuring"), which, among other things, contemplates (i) the formation of Ardent Capital Holdings LLC ("HoldCo"), a Delaware limited liability company (Delaware File No. 7948231, EIN 93-1847225), as a new parent holding company to serve as the ultimate holding vehicle for the Ardent Capital platform's general partner and management company interests; (ii) the formation of Ardent GP Intermediate LLC ("GP Intermediate"), a Delaware limited liability company (Delaware File No. 7948237, EIN 93-1847231), as an intermediate holding entity interposed between HoldCo and the General Partner; (iii) the departure of certain principals from the platform; and (iv) the realignment of carried interest and management fee economics among the continuing and next-generation principals. Both HoldCo and GP Intermediate are to be formed on March 1, 2024. This Certificate is dated as of February 28, 2024, in connection with the execution and delivery of the Restructuring Documents; the certificates of formation for HoldCo and GP Intermediate will be filed with the Delaware Secretary of State promptly thereafter on March 1, 2024.

D. Identification of the Restructuring Documents. The following documents, together with all certificates, instruments, and ancillary documents executed in connection therewith, are collectively referred to herein as the "Restructuring Documents":

1. Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC (the "HoldCo LLC Agreement");

2. Limited Liability Company Agreement of Ardent GP Intermediate LLC (the "GP Intermediate LLC Agreement");

3. Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC (the "Second A&R GP LLC Agreement");

4. Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC (the "Second A&R ManCo LLC Agreement");

5. Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP ("Amendment No. 1");

6. Amended and Restated Carried Interest Allocation Agreement (the "Carried Interest Allocation Agreement");

7. Management Fee Sharing and Profit Allocation Agreement (the "Fee Sharing Agreement");

8. Revised Co-Investment Allocation Policy (the "Co-Investment Policy");

9. Separation and Release Agreement by and between the General Partner, the Management Company, and David Kellner (effective March 31, 2024) (the "Kellner Separation Agreement");

10. Senior Advisor Agreement by and between the Management Company and David Kellner (effective March 31, 2024) (the "Kellner Senior Advisor Agreement");

11. Separation and Release Agreement by and between the General Partner, the Management Company, and Joanna Trask (effective April 15, 2024) (the "Trask Separation Agreement");

12. Carry Retention and Clawback Side Letter — David Kellner (the "Kellner Carry Side Letter");

13. Carry Retention and Clawback Side Letter — Joanna Trask (the "Trask Carry Side Letter");

14. Member Consent Resolutions of Ardent Capital GP III LLC, dated February 28, 2024 (the "Member Consent Resolutions"); and

15. All certificates, instruments, and ancillary documents executed in connection with the foregoing.

E. Reference to the LPA and LPAC Consent. The Fund is governed by the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of the Fund's final closing (the "LPA"). Pursuant to Section 9.4 of the LPA, the consent of the Limited Partner Advisory Committee (the "LPAC") was solicited and obtained on February 14, 2024, at a virtual meeting of the LPAC duly convened in accordance with the terms of the LPA.

F. Purpose of This Certificate. This Certificate is delivered by the undersigned in connection with the closing of the Restructuring on February 28, 2024 (the "Closing Date"), for the purpose of confirming the continued accuracy, as of the Closing Date, of all representations, warranties, and covenants made or given in connection with the Restructuring and the Restructuring Documents.

SECTION 1 — DEFINITIONS

Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings assigned to them in the LPA, the HoldCo LLC Agreement, the Second A&R GP LLC Agreement, the Second A&R ManCo LLC Agreement, and the other Restructuring Documents, as applicable. In addition, the following terms shall have the meanings set forth below:

"Closing Date" means February 28, 2024.

"Departing Principals" means David Kellner and Joanna Trask, each of whom is separating from the Ardent Capital platform in connection with the Restructuring on the respective effective dates set forth in their Separation and Release Agreements.

"Key Persons" means Marcus Aldridge and Priya Narayanan, as designated under Section 5.2 of the LPA.

"Valuation Date" means September 30, 2023, representing the most recent quarterly valuation date for the Fund, as determined by the Fund's third-party valuation consultant, Broadleaf Consulting Group.

All references to "Sections" herein are references to sections of this Certificate unless otherwise specified.

SECTION 2 — CAPACITY AND AUTHORITY

The undersigned, Marcus Aldridge and Priya Narayanan, hereby certify that they are the Co-Founders and Managing Partners of the Ardent Capital platform and the Managing Members of Ardent Capital GP III LLC, the sole general partner of the Fund. In such capacities, each of the undersigned has full right, power, and authority to execute and deliver this Certificate on behalf of the General Partner. The execution and delivery of this Certificate has been duly authorized pursuant to the Member Consent Resolutions of Ardent Capital GP III LLC, dated February 28, 2024, which were unanimously approved by all five (5) then-current members of the General Partner, namely Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao. Each of the undersigned confirms that no further action, vote, consent, or approval on the part of any member, manager, officer, or other person or entity is necessary to authorize the execution and delivery of this Certificate or any of the Restructuring Documents by the General Partner.

SECTION 3 — BRING-DOWN OF REPRESENTATIONS AND WARRANTIES

Section 3.1 — Organization and Good Standing

The undersigned hereby certify that, as of the Closing Date, each of the following entities is duly organized or formed, validly existing, and in good standing under the laws of the State of Delaware:

(a) Ardent Capital Partners III LP (EIN 84-3291057), a Delaware limited partnership;

(b) Ardent Capital GP III LLC (EIN 84-3291063), a Delaware limited liability company; and

Each such entity has all requisite organizational power and authority to own, operate, and lease its properties and assets and to carry on its business as currently conducted. The Management Company's registration with the SEC as an investment adviser (CRD #298417) under the Advisers Act remains in full force and effect as of the Closing Date, and no action, proceeding, or investigation is pending or, to the knowledge of the undersigned, threatened that would affect, impair, or revoke such registration.

Section 3.2 — Authorization and Enforceability

The execution, delivery, and performance of each Restructuring Document by the General Partner and the Management Company, as applicable, have been duly authorized by all necessary corporate, limited liability company, and partnership action, including, without limitation, the Member Consent Resolutions dated February 28, 2024. No further action, vote, or consent on the part of any member, manager, partner, officer, or other person is necessary to authorize any of the Restructuring Documents or the transactions contemplated thereby. Each Restructuring Document constitutes (or, upon execution and delivery, will constitute) the legal, valid, and binding obligation of each party thereto, enforceable against such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Section 3.3 — No Conflicts

The execution and delivery of the Restructuring Documents, the formation of HoldCo and GP Intermediate, the restructuring of the ownership of the General Partner and the Management Company, and the consummation of the other transactions contemplated by the Restructuring do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited partnership agreement, limited liability company agreement, or other organizational document of the Fund, the GP, or the ManCo;

(b) violate, conflict with, or result in a breach of any provision of the LPA, including as amended by Amendment No. 1;

(c) result in a breach of, constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, give rise to any right of termination, cancellation, or acceleration under, or result in the creation or imposition of any lien or encumbrance upon any property or asset of the Fund, the GP, or the ManCo under, any material agreement, contract, instrument, mortgage, lease, license, permit, franchise, or other arrangement to which the Fund, the GP, or the ManCo is a party or by which any of them or their respective properties or assets is bound;

(d) violate any applicable law, statute, rule, regulation, judgment, order, writ, decree, or injunction of any governmental authority, including, without limitation, the Advisers Act, the rules and regulations of the SEC promulgated thereunder, and the securities laws of any state or foreign jurisdiction in which the Fund, the GP, or the ManCo conducts business; or

(e) require any consent, approval, authorization, order, registration, qualification, or filing with or of any governmental authority, court, or regulatory body, except for (i) the filing of certificates of formation for HoldCo and GP Intermediate with the Delaware Secretary of State and (ii) the amendment to the ManCo's Form ADV, each of which is to be completed promptly following the Closing Date.

Section 3.4 — Consents and Approvals

All consents, approvals, authorizations, and waivers required in connection with the Restructuring have been duly obtained as of the Closing Date, including, without limitation:

(a) LPAC Consent. The consent of the Limited Partner Advisory Committee of the Fund was obtained on February 14, 2024, at a duly convened virtual meeting of the LPAC, in accordance with the requirements of Section 9.4 of the LPA. The LPAC, having been presented with all material information regarding the Restructuring, voted unanimously to approve the transactions contemplated thereby.

(b) GP Member Consent. All five (5) members of Ardent Capital GP III LLC (Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao) have unanimously approved the Member Consent Resolutions dated February 28, 2024, authorizing the Restructuring and each of the Restructuring Documents.

(c) Side-Letter Consents. All consents, approvals, and waivers required under side letters entered into with Limited Partners containing provisions requiring notice or consent in connection with a material change in the management structure of the Fund have been obtained. Specifically, affirmative written consent has been obtained from the following Limited Partners whose side letters contain "material change" consent or notice provisions: (i) Ridgeline Public Employees' Retirement System, (ii) Pinnacle Insurance Group, (iii) Crestwood Endowment Partners, and (iv) Haverford Capital Partners.

(d) SEC Filing. An amendment to the ManCo's Form ADV reflecting the Restructuring is required to be filed with the SEC. Such amendment is to be filed promptly following the Closing Date (and was subsequently filed on March 10, 2024).

Section 3.5 — Accuracy of Information Provided to LPAC and LPs

All information provided to the LPAC and the Limited Partners in connection with the Restructuring consent solicitation, including, without limitation, the LPAC Notification and Consent Solicitation Letter dated February 5, 2024 (together with all exhibits and attachments thereto), and the LPAC Presentation Memorandum delivered in connection therewith, was true, correct, and complete in all material respects as of the date on which such information was provided, and remains true, correct, and complete in all material respects as of the Closing Date. No material fact or circumstance has been omitted from the information provided to the LPAC and the Limited Partners that would be necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

SECTION 4 — BRING-DOWN OF COVENANTS

Section 4.1 — Compliance with LPA

The General Partner has complied in all material respects with its obligations under the LPA from the date of the LPA through the Closing Date, and the Restructuring has been effected in compliance with the applicable provisions of the LPA, including, without limitation:

(a) Section 5.2 (Key Person). No Key Person Event (as defined in Section 5.2 of the LPA) has occurred or is pending as of the Closing Date. Both Key Persons — Marcus Aldridge and Priya Narayanan — continue to devote substantially all of their professional business time and attention to the affairs of the Fund and the Ardent Capital platform, and each intends to continue to do so following the closing of the Restructuring. The departure of the Departing Principals (David Kellner and Joanna Trask) does not constitute a Key Person Event, as neither is designated as a Key Person under Section 5.2 of the LPA.

(b) Section 8.3 (Transfer of GP Interest). The restructuring of the ownership of the General Partner — specifically, the interposition of HoldCo and GP Intermediate between the individual principals and the General Partner — has been effected in compliance with the transfer and assignment provisions of Section 8.3 of the LPA. The LPAC has reviewed and consented to this structural change. The General Partner remains the sole general partner of the Fund, and no change in control of the General Partner has occurred that would trigger any additional consent or notification requirements not already satisfied.

(c) Section 9.4 (LPAC Consent). The consent of the LPAC has been duly solicited and obtained in accordance with the procedural requirements of Section 9.4 of the LPA, including the provision of written notice at least ten (10) business days prior to the meeting, the delivery of all material information, and the recording of the unanimous consent of the LPAC members present at the virtual meeting held on February 14, 2024.

(d) Section 9.7 (Removal of GP). No event giving rise to the removal of the General Partner under Section 9.7 of the LPA has occurred or is reasonably expected to occur in connection with the Restructuring. No Limited Partner or group of Limited Partners has given notice of any intent to remove the General Partner or to exercise any right under Section 9.7.

Section 4.2 — Side-Letter Compliance

The General Partner has complied in all material respects with the notification, consent, and other requirements set forth in each of the fourteen (14) side letters currently in effect between the Fund (or the General Partner, as applicable) and various Limited Partners, including, without limitation:

(a) Expanded Key-Person Notification. Six (6) Limited Partners hold side letters containing expanded key-person provisions that name David Kellner as a "Contributing Person" (or equivalent designation). The General Partner has provided written notification to each such Limited Partner of Mr. Kellner's departure within fifteen (15) business days of the date on which such departure was determined, in accordance with the applicable side letter provisions. Such notifications described the anticipated effective date of Mr. Kellner's departure, the terms of his transition to a senior advisor role, and the impact, if any, on the management of the Fund.

(b) Material Change Notice and Consent. Four (4) Limited Partners — Ridgeline Public Employees' Retirement System, Pinnacle Insurance Group, Crestwood Endowment Partners, and Haverford Capital Partners — hold side letters that require prior written notice and, in certain cases, affirmative consent for any "material change in the management structure" of the Fund or the General Partner (or terms of substantially similar effect). The General Partner has provided such prior written notice and has obtained affirmative written consent from each of these four Limited Partners, in each case prior to the Closing Date.

(c) Most-Favored-Nation ("MFN") Provisions. Eleven (11) side letters contain MFN provisions entitling the applicable Limited Partner to the benefit of any more favorable terms granted to another Limited Partner. The General Partner has reviewed the Restructuring Documents and the terms and conditions thereof and has determined that the Restructuring does not trigger any MFN provisions, as the Restructuring does not result in any Limited Partner receiving more favorable economic terms, fee arrangements, or governance rights that would be subject to MFN election by other Limited Partners.

(d) Co-Investment Priority Rights. Nine (9) side letters contain provisions granting the applicable Limited Partners priority or preferential rights with respect to co-investment opportunities. The General Partner has adopted the Revised Co-Investment Allocation Policy, which preserves and gives full effect to all existing co-investment priority rights held by such Limited Partners. The Co-Investment Policy has been structured to ensure that the post-Restructuring allocation methodology does not diminish or impair any contractual co-investment rights.

Section 4.3 — Compliance with Restructuring Documents

All parties to the Restructuring Documents have performed and complied in all material respects with all covenants, agreements, obligations, and conditions required to be performed or complied with by them under the Restructuring Documents on or prior to the Closing Date. No party has given written notice of any claimed breach, default, or failure to perform under any Restructuring Document, and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a breach, default, or failure to perform.

SECTION 5 — NO MATERIAL ADVERSE CHANGE

Section 5.1 — Fund-Level Confirmation

Since September 30, 2023 (the Valuation Date, being the date of the most recent quarterly valuation of the Fund's portfolio performed by Broadleaf Consulting Group, the Fund's independent third-party valuation consultant), there has been no material adverse change in the business, assets, liabilities, financial condition, or results of operations of the Fund or any of its eleven (11) active portfolio companies. The Fund's portfolio metrics as of September 30, 2023 were as follows:

• Aggregate portfolio gross multiple on invested capital ("MOIC"): 1.42x

• Aggregate portfolio net internal rate of return ("IRR"): 14.7%

• Unrealized value of portfolio investments: $2,330,000,000

• Total realized proceeds (inclusive of dividends, recapitalizations, and exits): $445,000,000

• Total invested capital deployed: $1,880,000,000

• Total capital called to date: $1,960,000,000, representing approximately 70% of the Fund's $2,800,000,000 in total commitments

To the knowledge of the undersigned, no event, development, or circumstance has occurred since the Valuation Date that would be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Fund or any of its portfolio companies.

Section 5.2 — Management Company Confirmation

There has been no material adverse change in the operations, financial condition, or regulatory status of Ardent Capital Management LLC since September 30, 2023. As of the Closing Date, the ManCo continues to employ sixty-two (62) investment, operations, and support professionals across its New York, Boston, and San Francisco offices. The ManCo continues to generate annual management fee revenue of approximately Forty-Nine Million Dollars ($49,000,000), calculated at a rate of 1.75% per annum on the Fund's $2,800,000,000 in committed capital during the investment period, which investment period continues until June 30, 2025, in accordance with Section 7.1 of the LPA. The ManCo has continued to operate in the ordinary course of business consistent with past practice.

Section 5.3 — GP Commitment Confirmation

The General Partner's commitment to the Fund of Forty-Two Million Dollars ($42,000,000), representing 1.5% of the Fund's total commitments, remains fully committed and has not been reduced, withdrawn, or modified. As of the Closing Date, $1,960,000,000 in total capital has been called from the Fund's partners, representing approximately 70% of total commitments. Accordingly, the funded portion of the GP commitment is Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000), calculated as $42,000,000 multiplied by 70%.

The unfunded commitments of the Departing Principals — specifically, One Million Eight Hundred Ninety Thousand Dollars ($1,890,000) attributable to David Kellner and One Million Five Hundred Twelve Thousand Dollars ($1,512,000) attributable to Joanna Trask, totaling Three Million Four Hundred Two Thousand Dollars ($3,402,000) — will be assumed by the remaining HoldCo members on a pro rata basis upon the effectiveness of the respective departures of the Departing Principals, in accordance with the terms of the HoldCo LLC Agreement and the respective Separation and Release Agreements. The assumption of such unfunded commitments does not alter the aggregate GP commitment to the Fund.

SECTION 6 — NO DEFAULT OR BREACH

The undersigned hereby certify that, as of the Closing Date, no event has occurred and no condition exists that constitutes, or that with the giving of notice or the lapse of time or both would constitute, a breach, violation, or default under:

(a) the LPA, as amended by Amendment No. 1;

(b) any Restructuring Document;

(c) any side letter entered into in connection with the Fund between the General Partner (or the Fund) and any Limited Partner;

(d) any material agreement, contract, instrument, or other arrangement to which the Fund, the GP, or the ManCo is a party or by which any of them or their respective properties or assets is bound; or

(e) any applicable law, statute, rule, regulation, judgment, order, writ, decree, or injunction of any governmental authority having jurisdiction over the Fund, the GP, or the ManCo.

No waiver of any default or breach under any of the foregoing has been requested by or on behalf of the Fund, the GP, or the ManCo in connection with the Restructuring.

SECTION 7 — NO LITIGATION

The undersigned hereby certify that, as of the Closing Date, no action, suit, proceeding, claim, arbitration, mediation, investigation, subpoena, civil investigative demand, or inquiry by or before any court, governmental authority, regulatory body, arbitral tribunal, or other similar body is pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting the Fund, the General Partner, the Management Company, or any of their respective principals, officers, employees, or agents, that:

(a) would, or would be reasonably expected to, prevent, delay, make illegal, or otherwise impair the consummation of the Restructuring or the performance of any Restructuring Document;

(b) would, or would be reasonably expected to, result in a material adverse effect on the Fund, its assets, its business, or its financial condition; or

(c) challenges or seeks to challenge the validity or enforceability of any Restructuring Document or any transaction contemplated thereby.

SECTION 8 — ACCRUED CARRIED INTEREST

The undersigned hereby certify the following with respect to carried interest as of the Valuation Date and the Closing Date:

(a) As of September 30, 2023, accrued carried interest (calculated but not yet distributed) totals Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000).

(b) Carried interest is calculated at a rate of twenty percent (20%) of net profits, subject to an eight percent (8%) preferred return to the Limited Partners and a full catch-up to the General Partner, in each case as set forth in Articles VI and VII of the LPA.

(c) The clawback obligation with respect to excess carried interest distributions remains in full force and effect and is one hundred percent (100%) joint and several among the members of the General Partner, with each individual member required to maintain in escrow an amount equal to thirty percent (30%) of all carried interest distributions received by such member, in accordance with Section 6.5 of the LPA.

(d) David Kellner's vested carried interest of Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000), representing his fifteen percent (15%) share of the $87,600,000 accrued carried interest pool, is subject to the carry retention terms set forth in the Kellner Carry Side Letter and the Kellner Separation Agreement. Mr. Kellner's carry retention is conditioned upon his compliance with the non-solicitation, non-disparagement, and cooperation covenants set forth in the Kellner Separation Agreement and his continued compliance with the clawback obligations described above.

(e) Joanna Trask's retained vested carried interest of Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200), representing sixty percent (60%) of her Twelve Percent (12%) share of the accrued carried interest pool (i.e., 60% × $10,512,000), is subject to the carry retention terms set forth in the Trask Carry Side Letter and the Trask Separation Agreement. Ms. Trask's partial forfeiture of forty percent (40%) of her vested carry ($4,204,800) will be reallocated among the remaining and next-generation principals in accordance with the Carried Interest Allocation Agreement.

(f) Post-restructuring carried interest allocations among the remaining and next-generation principals with respect to go-forward carried interest on future appreciation from and after the Closing Date are as follows: Marcus Aldridge — 42%; Priya Narayanan — 36%; Robert Hsiao — 14%; Elena Marchetti — 4%; and Samuel Okonkwo — 4%.

SECTION 9 — POST-RESTRUCTURING ECONOMICS CONFIRMATION

The undersigned hereby confirm that the post-restructuring economics as reflected in the Restructuring Documents, including the Carried Interest Allocation Agreement and the Fee Sharing Agreement, each dated February 28, 2024, are as follows:

These allocations have been duly approved by the requisite parties under the applicable Restructuring Documents and are consistent in all respects with the terms of the Amended and Restated Carried Interest Allocation Agreement and the Management Fee Sharing and Profit Allocation Agreement, each dated as of February 28, 2024. The foregoing allocations apply to go-forward carried interest on future appreciation and to profit share distributions from management fee and other revenue of the Management Company from and after the Closing Date, subject in each case to the terms and conditions of the applicable Restructuring Documents.

SECTION 10 — REGULATORY MATTERS

The undersigned hereby certify the following with respect to regulatory matters as of the Closing Date:

(a) The Management Company remains duly registered as an investment adviser with the SEC under the Advisers Act (CRD #298417), and such registration has not been revoked, suspended, terminated, or made subject to any terms or conditions other than those of general applicability.

(b) An amendment to the ManCo's Form ADV (Parts 1 and 2A) reflecting the Restructuring — including changes to the ManCo's ownership structure, control persons, and management personnel — is required to be filed with the SEC. Such amendment will be filed promptly following the Closing Date in accordance with the applicable SEC filing requirements. The amendment was subsequently filed on March 10, 2024.

(c) No regulatory action, investigation, examination, inquiry, subpoena, civil investigative demand, or enforcement proceeding by the SEC, any state securities regulator, or any other governmental authority is pending or, to the knowledge of the undersigned after due inquiry, threatened against the Fund, the General Partner, the Management Company, or any of their respective principals, officers, or employees that relates to or arises out of the Restructuring or the conduct of the Fund's or the ManCo's business.

(d) The ManCo's compliance policies and procedures, as adopted in accordance with Rule 206(4)-7 under the Advisers Act, remain in full force and effect and have been reviewed and updated as necessary in connection with the Restructuring by the ManCo's Chief Compliance Officer.

SECTION 11 — RELIANCE

This Certificate is delivered to, and may be relied upon by, the following parties in connection with the Restructuring and the transactions contemplated by the Restructuring Documents:

(a) the members of the Limited Partner Advisory Committee of the Fund;

(b) each of the forty-seven (47) Limited Partners of the Fund;

(c) Calderwood & Harkness LLP, acting as restructuring counsel to the Ardent Capital platform in connection with the Restructuring;

(d) Pemberton Hale LLP, acting as fund counsel to the Fund and the General Partner; and

(e) Heathrow Whitman & Co., acting as auditor and tax advisor to the Fund.

Each of the foregoing parties is an intended beneficiary of the representations, warranties, certifications, and confirmations set forth herein and is entitled to rely on the accuracy and completeness of this Certificate in connection with the closing of the Restructuring and the performance of their respective obligations and services in connection therewith.

SECTION 12 — GOVERNING LAW

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

IN WITNESS WHEREOF, the undersigned have executed this Bring-Down Officer's Certificate as of the date first written above.

ARDENT CAPITAL GP III LLC

as sole general partner of Ardent Capital Partners III LP

By: ________

Name: Marcus Aldridge

Title: Co-Founder & Managing Partner, and Managing Member of Ardent Capital GP III LLC

Date: February 28, 2024

By: ________

Name: Priya Narayanan

Title: Co-Founder & Managing Partner, and Managing Member of Ardent Capital GP III LLC

Date: February 28, 2024

Principal	Carry Pool Allocation	ManCo Profit Share Allocation
Marcus Aldridge	42%	42%
Priya Narayanan	36%	36%
Robert Hsiao	14%	14%
Elena Marchetti	4%	4%
Samuel Okonkwo	4%	4%
Total	100%	100%

BRING-DOWN OFFICER'S CERTIFICATE
Ardent Capital Partners III LP
Management Company Restructuring and Economics Realignment
February 28, 2024
This Bring-Down Officer's Certificate (this "Certificate") is executed and delivered as of February 28, 2024, by Marcus Aldridge, Co-Founder & Managing Partner, and Priya Narayanan, Co-Founder & Managing Partner, each acting in his or her capacity as a Managing Member of Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner" or "GP"), which serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"), in connection with the closing of the management company restructuring and economics realignment transactions described herein and documented by the Restructuring Documents (as defined below).
RECITALS
A. Identification of the Fund and General Partner. The Fund was formed as a Delaware limited partnership in 2019 and has received aggregate capital commitments of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) from forty-seven (47) limited partners (the "Limited Partners" or "LPs"). The Fund's sole general partner is Ardent Capital GP III LLC, a Delaware limited liability company. The General Partner's registered agent is Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Fund maintains its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022.
B. Identification of the Management Company. Ardent Capital Management LLC (the "Management Company" or "ManCo"), a Delaware limited liability company registered with the Securities and Exchange Commission (the "SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), bearing Central Registration Depository number 298417 (CRD #298417), serves as the investment adviser and manager of the Fund pursuant to the investment management agreement between the ManCo and the Fund.
C. Description of the Restructuring. The undersigned refer to the comprehensive management company restructuring and economics realignment among the Fund's principals (the "Restructuring"), which, among other things, contemplates (i) the formation of Ardent Capital Holdings LLC ("HoldCo"), a Delaware limited liability company (Delaware File No. 7948231, EIN 93-1847225), as a new parent holding company to serve as the ultimate holding vehicle for the Ardent Capital platform's general partner and management company interests; (ii) the formation of Ardent GP Intermediate LLC ("GP Intermediate"), a Delaware limited liability company (Delaware File No. 7948237, EIN 93-1847231), as an intermediate holding entity interposed between HoldCo and the General Partner; (iii) the departure of certain principals from the platform; and (iv) the realignment of carried interest and management fee economics among the continuing and next-generation principals. Both HoldCo and GP Intermediate are to be formed on March 1, 2024. This Certificate is dated as of February 28, 2024, in connection with the execution and delivery of the Restructuring Documents; the certificates of formation for HoldCo and GP Intermediate will be filed with the Delaware Secretary of State promptly thereafter on March 1, 2024.
D. Identification of the Restructuring Documents. The following documents, together with all certificates, instruments, and ancillary documents executed in connection therewith, are collectively referred to herein as the "Restructuring Documents":
1.  Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC (the "HoldCo LLC Agreement");
2.  Limited Liability Company Agreement of Ardent GP Intermediate LLC (the "GP Intermediate LLC Agreement");
3.  Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC (the "Second A&R GP LLC Agreement");
4.  Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC (the "Second A&R ManCo LLC Agreement");
5.  Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP ("Amendment No. 1");
6.  Amended and Restated Carried Interest Allocation Agreement (the "Carried Interest Allocation Agreement");
7.  Management Fee Sharing and Profit Allocation Agreement (the "Fee Sharing Agreement");
8.  Revised Co-Investment Allocation Policy (the "Co-Investment Policy");
9.  Separation and Release Agreement by and between the General Partner, the Management Company, and David Kellner (effective March 31, 2024) (the "Kellner Separation Agreement");
10.  Senior Advisor Agreement by and between the Management Company and David Kellner (effective March 31, 2024) (the "Kellner Senior Advisor Agreement");
11.  Separation and Release Agreement by and between the General Partner, the Management Company, and Joanna Trask (effective April 15, 2024) (the "Trask Separation Agreement");
12.  Carry Retention and Clawback Side Letter — David Kellner (the "Kellner Carry Side Letter");
13.  Carry Retention and Clawback Side Letter — Joanna Trask (the "Trask Carry Side Letter");
14.  Member Consent Resolutions of Ardent Capital GP III LLC, dated February 28, 2024 (the "Member Consent Resolutions"); and
15.  All certificates, instruments, and ancillary documents executed in connection with the foregoing.
E. Reference to the LPA and LPAC Consent. The Fund is governed by the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of the Fund's final closing (the "LPA"). Pursuant to Section 9.4 of the LPA, the consent of the Limited Partner Advisory Committee (the "LPAC") was solicited and obtained on February 14, 2024, at a virtual meeting of the LPAC duly convened in accordance with the terms of the LPA.
F. Purpose of This Certificate. This Certificate is delivered by the undersigned in connection with the closing of the Restructuring on February 28, 2024 (the "Closing Date"), for the purpose of confirming the continued accuracy, as of the Closing Date, of all representations, warranties, and covenants made or given in connection with the Restructuring and the Restructuring Documents.
SECTION 1 — DEFINITIONS
Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings assigned to them in the LPA, the HoldCo LLC Agreement, the Second A&R GP LLC Agreement, the Second A&R ManCo LLC Agreement, and the other Restructuring Documents, as applicable. In addition, the following terms shall have the meanings set forth below:
"Closing Date" means February 28, 2024.
"Departing Principals" means David Kellner and Joanna Trask, each of whom is separating from the Ardent Capital platform in connection with the Restructuring on the respective effective dates set forth in their Separation and Release Agreements.
"Key Persons" means Marcus Aldridge and Priya Narayanan, as designated under Section 5.2 of the LPA.
"Valuation Date" means September 30, 2023, representing the most recent quarterly valuation date for the Fund, as determined by the Fund's third-party valuation consultant, Broadleaf Consulting Group.
All references to "Sections" herein are references to sections of this Certificate unless otherwise specified.
SECTION 2 — CAPACITY AND AUTHORITY
The undersigned, Marcus Aldridge and Priya Narayanan, hereby certify that they are the Co-Founders and Managing Partners of the Ardent Capital platform and the Managing Members of Ardent Capital GP III LLC, the sole general partner of the Fund. In such capacities, each of the undersigned has full right, power, and authority to execute and deliver this Certificate on behalf of the General Partner. The execution and delivery of this Certificate has been duly authorized pursuant to the Member Consent Resolutions of Ardent Capital GP III LLC, dated February 28, 2024, which were unanimously approved by all five (5) then-current members of the General Partner, namely Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao. Each of the undersigned confirms that no further action, vote, consent, or approval on the part of any member, manager, officer, or other person or entity is necessary to authorize the execution and delivery of this Certificate or any of the Restructuring Documents by the General Partner.
SECTION 3 — BRING-DOWN OF REPRESENTATIONS AND WARRANTIES
Section 3.1 — Organization and Good Standing
The undersigned hereby certify that, as of the Closing Date, each of the following entities is duly organized or formed, validly existing, and in good standing under the laws of the State of Delaware:
(a) Ardent Capital Partners III LP (EIN 84-3291057), a Delaware limited partnership;
(b) Ardent Capital GP III LLC (EIN 84-3291063), a Delaware limited liability company; and
(c) Ardent Capital Management LLC (EIN 84-3291070), a Delaware limited liability company.
Each such entity has all requisite organizational power and authority to own, operate, and lease its properties and assets and to carry on its business as currently conducted. The Management Company's registration with the SEC as an investment adviser (CRD #298417) under the Advisers Act remains in full force and effect as of the Closing Date, and no action, proceeding, or investigation is pending or, to the knowledge of the undersigned, threatened that would affect, impair, or revoke such registration.
Section 3.2 — Authorization and Enforceability
The execution, delivery, and performance of each Restructuring Document by the General Partner and the Management Company, as applicable, have been duly authorized by all necessary corporate, limited liability company, and partnership action, including, without limitation, the Member Consent Resolutions dated February 28, 2024. No further action, vote, or consent on the part of any member, manager, partner, officer, or other person is necessary to authorize any of the Restructuring Documents or the transactions contemplated thereby. Each Restructuring Document constitutes (or, upon execution and delivery, will constitute) the legal, valid, and binding obligation of each party thereto, enforceable against such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
Section 3.3 — No Conflicts
The execution and delivery of the Restructuring Documents, the formation of HoldCo and GP Intermediate, the restructuring of the ownership of the General Partner and the Management Company, and the consummation of the other transactions contemplated by the Restructuring do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited partnership agreement, limited liability company agreement, or other organizational document of the Fund, the GP, or the ManCo;
(b) violate, conflict with, or result in a breach of any provision of the LPA, including as amended by Amendment No. 1;
(c) result in a breach of, constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, give rise to any right of termination, cancellation, or acceleration under, or result in the creation or imposition of any lien or encumbrance upon any property or asset of the Fund, the GP, or the ManCo under, any material agreement, contract, instrument, mortgage, lease, license, permit, franchise, or other arrangement to which the Fund, the GP, or the ManCo is a party or by which any of them or their respective properties or assets is bound;
(d) violate any applicable law, statute, rule, regulation, judgment, order, writ, decree, or injunction of any governmental authority, including, without limitation, the Advisers Act, the rules and regulations of the SEC promulgated thereunder, and the securities laws of any state or foreign jurisdiction in which the Fund, the GP, or the ManCo conducts business; or
(e) require any consent, approval, authorization, order, registration, qualification, or filing with or of any governmental authority, court, or regulatory body, except for (i) the filing of certificates of formation for HoldCo and GP Intermediate with the Delaware Secretary of State and (ii) the amendment to the ManCo's Form ADV, each of which is to be completed promptly following the Closing Date.
Section 3.4 — Consents and Approvals
All consents, approvals, authorizations, and waivers required in connection with the Restructuring have been duly obtained as of the Closing Date, including, without limitation:
(a) LPAC Consent. The consent of the Limited Partner Advisory Committee of the Fund was obtained on February 14, 2024, at a duly convened virtual meeting of the LPAC, in accordance with the requirements of Section 9.4 of the LPA. The LPAC, having been presented with all material information regarding the Restructuring, voted unanimously to approve the transactions contemplated thereby.
(b) GP Member Consent. All five (5) members of Ardent Capital GP III LLC (Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao) have unanimously approved the Member Consent Resolutions dated February 28, 2024, authorizing the Restructuring and each of the Restructuring Documents.
(c) Side-Letter Consents. All consents, approvals, and waivers required under side letters entered into with Limited Partners containing provisions requiring notice or consent in connection with a material change in the management structure of the Fund have been obtained. Specifically, affirmative written consent has been obtained from the following Limited Partners whose side letters contain "material change" consent or notice provisions: (i) Ridgeline Public Employees' Retirement System, (ii) Pinnacle Insurance Group, (iii) Crestwood Endowment Partners, and (iv) Haverford Capital Partners.
(d) SEC Filing. An amendment to the ManCo's Form ADV reflecting the Restructuring is required to be filed with the SEC. Such amendment is to be filed promptly following the Closing Date (and was subsequently filed on March 10, 2024).
Section 3.5 — Accuracy of Information Provided to LPAC and LPs
All information provided to the LPAC and the Limited Partners in connection with the Restructuring consent solicitation, including, without limitation, the LPAC Notification and Consent Solicitation Letter dated February 5, 2024 (together with all exhibits and attachments thereto), and the LPAC Presentation Memorandum delivered in connection therewith, was true, correct, and complete in all material respects as of the date on which such information was provided, and remains true, correct, and complete in all material respects as of the Closing Date. No material fact or circumstance has been omitted from the information provided to the LPAC and the Limited Partners that would be necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
SECTION 4 — BRING-DOWN OF COVENANTS
Section 4.1 — Compliance with LPA
The General Partner has complied in all material respects with its obligations under the LPA from the date of the LPA through the Closing Date, and the Restructuring has been effected in compliance with the applicable provisions of the LPA, including, without limitation:
(a) Section 5.2 (Key Person). No Key Person Event (as defined in Section 5.2 of the LPA) has occurred or is pending as of the Closing Date. Both Key Persons — Marcus Aldridge and Priya Narayanan — continue to devote substantially all of their professional business time and attention to the affairs of the Fund and the Ardent Capital platform, and each intends to continue to do so following the closing of the Restructuring. The departure of the Departing Principals (David Kellner and Joanna Trask) does not constitute a Key Person Event, as neither is designated as a Key Person under Section 5.2 of the LPA.
(b) Section 8.3 (Transfer of GP Interest). The restructuring of the ownership of the General Partner — specifically, the interposition of HoldCo and GP Intermediate between the individual principals and the General Partner — has been effected in compliance with the transfer and assignment provisions of Section 8.3 of the LPA. The LPAC has reviewed and consented to this structural change. The General Partner remains the sole general partner of the Fund, and no change in control of the General Partner has occurred that would trigger any additional consent or notification requirements not already satisfied.
(c) Section 9.4 (LPAC Consent). The consent of the LPAC has been duly solicited and obtained in accordance with the procedural requirements of Section 9.4 of the LPA, including the provision of written notice at least ten (10) business days prior to the meeting, the delivery of all material information, and the recording of the unanimous consent of the LPAC members present at the virtual meeting held on February 14, 2024.
(d) Section 9.7 (Removal of GP). No event giving rise to the removal of the General Partner under Section 9.7 of the LPA has occurred or is reasonably expected to occur in connection with the Restructuring. No Limited Partner or group of Limited Partners has given notice of any intent to remove the General Partner or to exercise any right under Section 9.7.
Section 4.2 — Side-Letter Compliance
The General Partner has complied in all material respects with the notification, consent, and other requirements set forth in each of the fourteen (14) side letters currently in effect between the Fund (or the General Partner, as applicable) and various Limited Partners, including, without limitation:
(a) Expanded Key-Person Notification. Six (6) Limited Partners hold side letters containing expanded key-person provisions that name David Kellner as a "Contributing Person" (or equivalent designation). The General Partner has provided written notification to each such Limited Partner of Mr. Kellner's departure within fifteen (15) business days of the date on which such departure was determined, in accordance with the applicable side letter provisions. Such notifications described the anticipated effective date of Mr. Kellner's departure, the terms of his transition to a senior advisor role, and the impact, if any, on the management of the Fund.
(b) Material Change Notice and Consent. Four (4) Limited Partners — Ridgeline Public Employees' Retirement System, Pinnacle Insurance Group, Crestwood Endowment Partners, and Haverford Capital Partners — hold side letters that require prior written notice and, in certain cases, affirmative consent for any "material change in the management structure" of the Fund or the General Partner (or terms of substantially similar effect). The General Partner has provided such prior written notice and has obtained affirmative written consent from each of these four Limited Partners, in each case prior to the Closing Date.
(c) Most-Favored-Nation ("MFN") Provisions. Eleven (11) side letters contain MFN provisions entitling the applicable Limited Partner to the benefit of any more favorable terms granted to another Limited Partner. The General Partner has reviewed the Restructuring Documents and the terms and conditions thereof and has determined that the Restructuring does not trigger any MFN provisions, as the Restructuring does not result in any Limited Partner receiving more favorable economic terms, fee arrangements, or governance rights that would be subject to MFN election by other Limited Partners.
(d) Co-Investment Priority Rights. Nine (9) side letters contain provisions granting the applicable Limited Partners priority or preferential rights with respect to co-investment opportunities. The General Partner has adopted the Revised Co-Investment Allocation Policy, which preserves and gives full effect to all existing co-investment priority rights held by such Limited Partners. The Co-Investment Policy has been structured to ensure that the post-Restructuring allocation methodology does not diminish or impair any contractual co-investment rights.
Section 4.3 — Compliance with Restructuring Documents
All parties to the Restructuring Documents have performed and complied in all material respects with all covenants, agreements, obligations, and conditions required to be performed or complied with by them under the Restructuring Documents on or prior to the Closing Date. No party has given written notice of any claimed breach, default, or failure to perform under any Restructuring Document, and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a breach, default, or failure to perform.
SECTION 5 — NO MATERIAL ADVERSE CHANGE
Section 5.1 — Fund-Level Confirmation
Since September 30, 2023 (the Valuation Date, being the date of the most recent quarterly valuation of the Fund's portfolio performed by Broadleaf Consulting Group, the Fund's independent third-party valuation consultant), there has been no material adverse change in the business, assets, liabilities, financial condition, or results of operations of the Fund or any of its eleven (11) active portfolio companies. The Fund's portfolio metrics as of September 30, 2023 were as follows:
•  Aggregate portfolio gross multiple on invested capital ("MOIC"): 1.42x
•  Aggregate portfolio net internal rate of return ("IRR"): 14.7%
•  Unrealized value of portfolio investments: $2,330,000,000
•  Total realized proceeds (inclusive of dividends, recapitalizations, and exits): $445,000,000
•  Total invested capital deployed: $1,880,000,000
•  Total capital called to date: $1,960,000,000, representing approximately 70% of the Fund's $2,800,000,000 in total commitments
To the knowledge of the undersigned, no event, development, or circumstance has occurred since the Valuation Date that would be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Fund or any of its portfolio companies.
Section 5.2 — Management Company Confirmation
There has been no material adverse change in the operations, financial condition, or regulatory status of Ardent Capital Management LLC since September 30, 2023. As of the Closing Date, the ManCo continues to employ sixty-two (62) investment, operations, and support professionals across its New York, Boston, and San Francisco offices. The ManCo continues to generate annual management fee revenue of approximately Forty-Nine Million Dollars ($49,000,000), calculated at a rate of 1.75% per annum on the Fund's $2,800,000,000 in committed capital during the investment period, which investment period continues until June 30, 2025, in accordance with Section 7.1 of the LPA. The ManCo has continued to operate in the ordinary course of business consistent with past practice.
Section 5.3 — GP Commitment Confirmation
The General Partner's commitment to the Fund of Forty-Two Million Dollars ($42,000,000), representing 1.5% of the Fund's total commitments, remains fully committed and has not been reduced, withdrawn, or modified. As of the Closing Date, $1,960,000,000 in total capital has been called from the Fund's partners, representing approximately 70% of total commitments. Accordingly, the funded portion of the GP commitment is Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000), calculated as $42,000,000 multiplied by 70%.
The unfunded commitments of the Departing Principals — specifically, One Million Eight Hundred Ninety Thousand Dollars ($1,890,000) attributable to David Kellner and One Million Five Hundred Twelve Thousand Dollars ($1,512,000) attributable to Joanna Trask, totaling Three Million Four Hundred Two Thousand Dollars ($3,402,000) — will be assumed by the remaining HoldCo members on a pro rata basis upon the effectiveness of the respective departures of the Departing Principals, in accordance with the terms of the HoldCo LLC Agreement and the respective Separation and Release Agreements. The assumption of such unfunded commitments does not alter the aggregate GP commitment to the Fund.
SECTION 6 — NO DEFAULT OR BREACH
The undersigned hereby certify that, as of the Closing Date, no event has occurred and no condition exists that constitutes, or that with the giving of notice or the lapse of time or both would constitute, a breach, violation, or default under:
(a) the LPA, as amended by Amendment No. 1;
(b) any Restructuring Document;
(c) any side letter entered into in connection with the Fund between the General Partner (or the Fund) and any Limited Partner;
(d) any material agreement, contract, instrument, or other arrangement to which the Fund, the GP, or the ManCo is a party or by which any of them or their respective properties or assets is bound; or
(e) any applicable law, statute, rule, regulation, judgment, order, writ, decree, or injunction of any governmental authority having jurisdiction over the Fund, the GP, or the ManCo.
No waiver of any default or breach under any of the foregoing has been requested by or on behalf of the Fund, the GP, or the ManCo in connection with the Restructuring.
SECTION 7 — NO LITIGATION
The undersigned hereby certify that, as of the Closing Date, no action, suit, proceeding, claim, arbitration, mediation, investigation, subpoena, civil investigative demand, or inquiry by or before any court, governmental authority, regulatory body, arbitral tribunal, or other similar body is pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting the Fund, the General Partner, the Management Company, or any of their respective principals, officers, employees, or agents, that:
(a) would, or would be reasonably expected to, prevent, delay, make illegal, or otherwise impair the consummation of the Restructuring or the performance of any Restructuring Document;
(b) would, or would be reasonably expected to, result in a material adverse effect on the Fund, its assets, its business, or its financial condition; or
(c) challenges or seeks to challenge the validity or enforceability of any Restructuring Document or any transaction contemplated thereby.
SECTION 8 — ACCRUED CARRIED INTEREST
The undersigned hereby certify the following with respect to carried interest as of the Valuation Date and the Closing Date:
(a) As of September 30, 2023, accrued carried interest (calculated but not yet distributed) totals Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000).
(b) Carried interest is calculated at a rate of twenty percent (20%) of net profits, subject to an eight percent (8%) preferred return to the Limited Partners and a full catch-up to the General Partner, in each case as set forth in Articles VI and VII of the LPA.
(c) The clawback obligation with respect to excess carried interest distributions remains in full force and effect and is one hundred percent (100%) joint and several among the members of the General Partner, with each individual member required to maintain in escrow an amount equal to thirty percent (30%) of all carried interest distributions received by such member, in accordance with Section 6.5 of the LPA.
(d) David Kellner's vested carried interest of Thirteen Million One Hundred Forty Thousand Dollars ($13,140,000), representing his fifteen percent (15%) share of the $87,600,000 accrued carried interest pool, is subject to the carry retention terms set forth in the Kellner Carry Side Letter and the Kellner Separation Agreement. Mr. Kellner's carry retention is conditioned upon his compliance with the non-solicitation, non-disparagement, and cooperation covenants set forth in the Kellner Separation Agreement and his continued compliance with the clawback obligations described above.
(e) Joanna Trask's retained vested carried interest of Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200), representing sixty percent (60%) of her Twelve Percent (12%) share of the accrued carried interest pool (i.e., 60% × $10,512,000), is subject to the carry retention terms set forth in the Trask Carry Side Letter and the Trask Separation Agreement. Ms. Trask's partial forfeiture of forty percent (40%) of her vested carry ($4,204,800) will be reallocated among the remaining and next-generation principals in accordance with the Carried Interest Allocation Agreement.
(f) Post-restructuring carried interest allocations among the remaining and next-generation principals with respect to go-forward carried interest on future appreciation from and after the Closing Date are as follows: Marcus Aldridge — 42%; Priya Narayanan — 36%; Robert Hsiao — 14%; Elena Marchetti — 4%; and Samuel Okonkwo — 4%.
SECTION 9 — POST-RESTRUCTURING ECONOMICS CONFIRMATION
The undersigned hereby confirm that the post-restructuring economics as reflected in the Restructuring Documents, including the Carried Interest Allocation Agreement and the Fee Sharing Agreement, each dated February 28, 2024, are as follows:
These allocations have been duly approved by the requisite parties under the applicable Restructuring Documents and are consistent in all respects with the terms of the Amended and Restated Carried Interest Allocation Agreement and the Management Fee Sharing and Profit Allocation Agreement, each dated as of February 28, 2024. The foregoing allocations apply to go-forward carried interest on future appreciation and to profit share distributions from management fee and other revenue of the Management Company from and after the Closing Date, subject in each case to the terms and conditions of the applicable Restructuring Documents.
SECTION 10 — REGULATORY MATTERS
The undersigned hereby certify the following with respect to regulatory matters as of the Closing Date:
(a) The Management Company remains duly registered as an investment adviser with the SEC under the Advisers Act (CRD #298417), and such registration has not been revoked, suspended, terminated, or made subject to any terms or conditions other than those of general applicability.
(b) An amendment to the ManCo's Form ADV (Parts 1 and 2A) reflecting the Restructuring — including changes to the ManCo's ownership structure, control persons, and management personnel — is required to be filed with the SEC. Such amendment will be filed promptly following the Closing Date in accordance with the applicable SEC filing requirements. The amendment was subsequently filed on March 10, 2024.
(c) No regulatory action, investigation, examination, inquiry, subpoena, civil investigative demand, or enforcement proceeding by the SEC, any state securities regulator, or any other governmental authority is pending or, to the knowledge of the undersigned after due inquiry, threatened against the Fund, the General Partner, the Management Company, or any of their respective principals, officers, or employees that relates to or arises out of the Restructuring or the conduct of the Fund's or the ManCo's business.
(d) The ManCo's compliance policies and procedures, as adopted in accordance with Rule 206(4)-7 under the Advisers Act, remain in full force and effect and have been reviewed and updated as necessary in connection with the Restructuring by the ManCo's Chief Compliance Officer.
SECTION 11 — RELIANCE
This Certificate is delivered to, and may be relied upon by, the following parties in connection with the Restructuring and the transactions contemplated by the Restructuring Documents:
(a) the members of the Limited Partner Advisory Committee of the Fund;
(b) each of the forty-seven (47) Limited Partners of the Fund;
(c) Calderwood & Harkness LLP, acting as restructuring counsel to the Ardent Capital platform in connection with the Restructuring;
(d) Pemberton Hale LLP, acting as fund counsel to the Fund and the General Partner; and
(e) Heathrow Whitman & Co., acting as auditor and tax advisor to the Fund.
Each of the foregoing parties is an intended beneficiary of the representations, warranties, certifications, and confirmations set forth herein and is entitled to rely on the accuracy and completeness of this Certificate in connection with the closing of the Restructuring and the performance of their respective obligations and services in connection therewith.
SECTION 12 — GOVERNING LAW
This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Bring-Down Officer's Certificate as of the date first written above.
ARDENT CAPITAL GP III LLC
as sole general partner of Ardent Capital Partners III LP
By: ________
Name: Marcus Aldridge
Title: Co-Founder & Managing Partner, and Managing Member of Ardent Capital GP III LLC
Date: February 28, 2024
By: ________
Name: Priya Narayanan
Title: Co-Founder & Managing Partner, and Managing Member of Ardent Capital GP III LLC
Date: February 28, 2024
Principal | Carry Pool Allocation | ManCo Profit Share Allocation
Marcus Aldridge | 42% | 42%
Priya Narayanan | 36% | 36%
Robert Hsiao | 14% | 14%
Elena Marchetti | 4% | 4%
Samuel Okonkwo | 4% | 4%
Total | 100% | 100%

BRING-DOWN OFFICER'S CERTIFICATE

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ARDENT CAPITAL GP III LLC

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