1001-00002 · Ardent Capital Management LLC · Closing

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CLOSING CERTIFICATE OF ARDENT CAPITAL GP III LLC

Delivered Pursuant to the Management Company Restructuring and Economics Realignment of Ardent Capital Partners III LP

February 28, 2024

Delivered in connection with the restructuring transactions contemplated by those certain restructuring documents dated as of even date herewith (collectively, the "Restructuring Documents"), as more particularly described herein.

RECITALS

The undersigned, Marcus Aldridge, in his capacity as Managing Member of Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner" or the "GP"), the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"), hereby delivers this Closing Certificate (this "Certificate") pursuant to, and in accordance with, the Restructuring Documents. This Certificate is delivered in connection with the closing of the management company restructuring and economics realignment transactions described in the Restructuring Documents (the "Restructuring").

Reference is hereby made to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of July 15, 2021, as amended by Amendment No. 1, dated as of February 28, 2024 (as so amended, the "LPA"), by and among the General Partner and the limited partners party thereto.

Reference is further made to each of the following documents, each dated as of the date hereof unless otherwise indicated, which collectively constitute the Restructuring Documents:

(a) Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC ("HoldCo"), a Delaware limited liability company (EIN: 93-1847225; Delaware Secretary of State File No. 7948231);

(b) Limited Liability Company Agreement of Ardent GP Intermediate LLC ("GP Intermediate"), a Delaware limited liability company (EIN: 93-1847231; Delaware Secretary of State File No. 7948237);

(d) Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC (the "ManCo") (EIN: 84-3291070; SEC CRD #298417);

(e) Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP (EIN: 84-3291057);

(f) Amended and Restated Carried Interest Allocation Agreement, by and among HoldCo, the GP, and the Fund;

(g) Management Fee Sharing and Profit Allocation Agreement, by and among HoldCo, the ManCo, and the Fund;

(h) Revised Co-Investment Allocation Policy of Ardent Capital Partners III LP;

(i) Separation and Release Agreement, by and between the GP, the ManCo, HoldCo, and David Kellner, dated as of February 28, 2024;

(j) Senior Advisor Agreement, by and between the ManCo and David Kellner, dated as of February 28, 2024;

(k) Separation and Release Agreement, by and between the GP, the ManCo, HoldCo, and Joanna Trask, dated as of February 28, 2024;

(l) Carry Retention and Clawback Side Letter — David Kellner, dated as of February 28, 2024;

(m) Carry Retention and Clawback Side Letter — Joanna Trask, dated as of February 28, 2024; and

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

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the applicable Restructuring Documents or the LPA, as the case may be. In the event of any conflict between the definitions set forth in the LPA and those set forth in any other Restructuring Document, the definitions in the LPA shall control for purposes of this Certificate unless the context otherwise requires.

The undersigned hereby certifies as follows:

SECTION 1: ORGANIZATION AND AUTHORITY

1.1. Ardent Capital GP III LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The GP was formed on March 12, 2020, pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware, and has maintained its good standing continuously since the date of its formation.

1.2. The GP's registered agent in the State of Delaware is Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The GP has maintained a registered agent in the State of Delaware at all times as required under the Delaware Limited Liability Company Act (6 Del. C. § 18-104).

1.3. The GP's principal office is located at 590 Madison Avenue, 28th Floor, New York, New York 10022. The GP maintains no other offices or places of business.

1.4. The GP serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership formed on June 8, 2020, with approximately $2.8 billion in total capital commitments from forty-seven (47) limited partners. The GP is the only general partner of the Fund and has served in such capacity since the Fund's initial closing on July 15, 2021.

1.5. The GP holds a 1.5% general partner commitment to the Fund in the aggregate amount of Forty-Two Million Dollars ($42,000,000), which commitment is funded pari passu with capital calls made on the limited partners in accordance with Section 3.2 of the LPA. As of the date hereof, the GP has funded its pro rata share of all capital calls to date, and no portion of the GP's commitment is the subject of any dispute, set-off, or counterclaim.

SECTION 2: REPRESENTATIONS AND WARRANTIES

2.1. The undersigned hereby certifies, on behalf of the GP, that all representations and warranties made by the General Partner in each of the Restructuring Documents are true, correct, and complete in all material respects as of the date hereof, February 28, 2024, with the same force and effect as if made on and as of such date. Without limiting the generality of the foregoing, the undersigned specifically confirms the truth, correctness, and completeness in all material respects of the following representations and warranties:

(a) Due Organization; Valid Existence; Good Standing. Each of the GP, the ManCo, and the Fund is duly organized or formed, as applicable, validly existing, and in good standing under the laws of the State of Delaware. Each such entity has full power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as proposed to be conducted following the consummation of the Restructuring. Each such entity is duly qualified or registered to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or registration necessary, except where the failure to be so qualified or registered would not reasonably be expected to have a material adverse effect on such entity or on the Fund.

(b) Power and Authority. The GP has full power and authority under its organizational documents and applicable law to execute, deliver, and perform each of the Restructuring Documents to which it is a party, to consummate the transactions contemplated thereby, and to carry out its obligations thereunder. The execution and delivery of each Restructuring Document by the GP, and the consummation by the GP of the transactions contemplated thereby, are within the GP's powers and have been duly authorized by all requisite action on the part of the GP.

(c) Due Authorization. The execution, delivery, and performance of the Restructuring Documents have been duly authorized by all necessary action on the part of the GP, including the unanimous written consent of all members of Ardent Capital GP III LLC, namely Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao (collectively, the "Members"), obtained on February 28, 2024, as set forth in the Member Consent Resolutions. No further vote, approval, consent, or other action by any member, manager, officer, or other person is required in connection with the execution, delivery, or performance by the GP of the Restructuring Documents or the consummation of the transactions contemplated thereby.

(d) No Conflict. The execution and delivery of the Restructuring Documents by the GP, and the consummation by the GP of the transactions contemplated thereby, do not and will not (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Formation or the limited liability company agreement (as amended and restated) of the GP, (ii) conflict with, or result in any violation or breach of, the LPA or any other organizational or governing document of the Fund, (iii) conflict with, or result in any violation or breach of, any applicable law, statute, regulation, rule, judgment, order, decree, or injunction of any governmental authority applicable to the GP, the Fund, or any of their respective properties or assets, or (iv) conflict with, result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any obligation under, any material agreement, contract, lease, instrument, or other arrangement to which the GP or the Fund is a party or by which the GP, the Fund, or any of their respective properties or assets is bound.

(e) Accuracy of Financial Information. All financial information provided to the limited partners and the Limited Partner Advisory Committee (the "LPAC") of the Fund in connection with the Restructuring, including without limitation the portfolio valuation summary, the carried interest accrual schedule, the management fee reconciliation, and the GP commitment funding schedule, is true, correct, and complete in all material respects as of the dates and for the periods indicated therein. No material facts have been omitted from such financial information that would be necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

SECTION 3: CONSENTS OBTAINED

3.1. The undersigned hereby certifies, on behalf of the GP, that all consents, approvals, and authorizations required to consummate the transactions contemplated by the Restructuring Documents have been duly obtained prior to or as of the date hereof, including without limitation the following:

(a) LPAC Consent. The consent of the Limited Partner Advisory Committee of the Fund was duly obtained at a virtual meeting of the LPAC held on February 14, 2024, pursuant to Section 9.4 of the LPA, which requires the prior consent of the LPAC for any material restructuring of the general partner or management company of the Fund. Notice of the LPAC meeting was provided to all LPAC members in accordance with the notice provisions of the LPA on January 31, 2024, which was not fewer than ten (10) business days prior to the date of the meeting. The following LPAC members attended the meeting and provided their affirmative consent to the Restructuring:

(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 consent of the LPAC was unanimous, and no LPAC member dissented from or abstained with respect to the approval of the Restructuring. Minutes of the LPAC meeting were prepared and distributed to LPAC members on February 16, 2024, and copies of such minutes are maintained in the records of the Fund.

(b) Member Consent. The unanimous written consent of all Members of Ardent Capital GP III LLC — namely, Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao — was duly obtained on February 28, 2024, as set forth in the Member Consent Resolutions. The Member Consent Resolutions approved the following matters, among others:

(i) the formation of Ardent Capital Holdings LLC as the new holding company for the principals' economic interests in the GP and the ManCo, and the formation of Ardent GP Intermediate LLC as the sole member of the GP;

(ii) the economics realignment, including the reallocation of carried interest and management fee profit sharing among the principals in connection with the Restructuring;

(iii) the withdrawal of David Kellner and Joanna Trask as members of Ardent Capital GP III LLC and the acceptance of their resignations from all offices and positions held with the GP and the ManCo;

(iv) the admission of Ardent GP Intermediate LLC as the sole member of Ardent Capital GP III LLC following the withdrawal of all individual members;

(v) the execution and delivery of all Restructuring Documents on behalf of the GP, and the authorization of the GP to cause the Fund and the ManCo to execute and deliver the Restructuring Documents to which such entities are parties;

(vi) the filing of Amendment No. 1 to the LPA with the records of the Fund and the delivery of copies thereof to all limited partners; and

(vii) the authorization of Marcus Aldridge and Priya Narayanan, and each of them acting individually, to execute and deliver on behalf of the GP all documents, instruments, certificates, and agreements necessary or desirable to consummate the transactions contemplated by the Restructuring Documents.

(c) Side-Letter Compliance. The GP has completed a comprehensive review of all fourteen (14) side letters entered into by the Fund with certain limited partners in connection with the Fund's initial and subsequent closings. Of the fourteen (14) total side letters, four (4) contain provisions requiring prior written notice of, or affirmative consent to, any "material change in the management structure" of the Fund or words of similar import. Notification has been duly provided to, and where required, affirmative consent has been obtained from, each of the following limited partners holding such side letters:

(i) Ridgeline Public Employees' Retirement System;

(ii) Pinnacle Insurance Group;

(iii) Crestwood Endowment Partners; and

(iv) Haverford Capital Partners.

A memorandum summarizing the results of the side-letter compliance review was prepared by Pemberton Hale LLP and finalized on February 22, 2024, and a copy of such memorandum has been provided to Calderwood & Harkness LLP as restructuring counsel. All required notifications and consents under the applicable side letters have been duly provided or obtained, as the case may be, and no limited partner has objected to or challenged the Restructuring in connection with the side-letter compliance process.

(d) Contributing Person Notification. Timely notification has been provided, within fifteen (15) business days prior to the closing of the Restructuring, to the six (6) limited partners whose side letters contain expanded key-person provisions naming David Kellner as a "Contributing Person" (as defined in the applicable side letters). The notification described the nature and expected timing of Mr. Kellner's retirement and departure from the management platform, the terms of his Senior Advisor Agreement, and the economic arrangements set forth in his Carry Retention and Clawback Side Letter. No limited partner receiving such notification has exercised any right to suspend or terminate its commitment to the Fund or to request any additional information beyond the information provided in the notification.

(e) No Additional Regulatory or Third-Party Approvals Required. Other than the amendment to SEC Form ADV for Ardent Capital Management LLC (CRD #298417), which is expected to be filed with the Securities and Exchange Commission on or about March 10, 2024, no additional regulatory consents, approvals, filings, or third-party approvals are required as a condition to the closing of the Restructuring. The Form ADV amendment is not a condition precedent to closing but rather a post-closing compliance obligation that will be satisfied within the applicable regulatory timeframe. The GP confirms that it has consulted with Pemberton Hale LLP regarding all applicable regulatory requirements in connection with the Restructuring and has been advised that no other regulatory filings or approvals are required as a condition to closing.

SECTION 4: NO MATERIAL ADVERSE CHANGE

4.1. The undersigned hereby certifies, on behalf of the GP, that since September 30, 2023, which is the date of the most recent quarterly valuation of the Fund's portfolio prepared by Broadleaf Consulting Group (the Fund's independent valuation advisor), there has been no material adverse change in the business, operations, assets, liabilities, financial condition, or prospects of any of the following:

(a) Ardent Capital Partners III LP or any of its eleven (11) active portfolio companies;

(b) Ardent Capital GP III LLC; or

4.2. As of September 30, 2023, the key performance metrics of the Fund were as follows:

4.3. As of the date hereof, no event, development, circumstance, or condition has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Fund, the GP, the ManCo, or any portfolio company of the Fund, or that would reasonably be expected to impair the GP's ability to perform its obligations under the LPA or the Restructuring Documents.

4.4. The Fund's term expires on December 31, 2029, subject to two (2) one-year extensions at the discretion of the GP, in each case in accordance with Section 2.4 of the LPA. The Fund's investment period ends on June 30, 2025. The GP confirms that the Restructuring does not affect or alter the Fund's term or the investment period, and that the GP intends to continue actively managing the Fund and its portfolio companies through the expiration of the Fund's term (as may be extended).

SECTION 5: CONDITIONS TO CLOSING SATISFIED

5.1. The undersigned hereby certifies, on behalf of the GP, that all conditions precedent to the closing of the Restructuring as set forth in the Restructuring Documents have been satisfied or, where applicable, waived as of the date hereof, including without limitation the following:

(a) Execution and Delivery of Restructuring Documents. All Restructuring Documents have been duly executed and delivered by all parties thereto, and fully executed counterparts of each Restructuring Document have been delivered to Calderwood & Harkness LLP, as restructuring counsel, and to Pemberton Hale LLP, as fund formation counsel.

(b) Formation Filings. Certificates of Formation for Ardent Capital Holdings LLC (Delaware Secretary of State File No. 7948231) and Ardent GP Intermediate LLC (Delaware Secretary of State File No. 7948237) have been prepared and are expected to be filed with the Secretary of State of the State of Delaware on or about March 1, 2024. Pemberton Hale LLP has been authorized to effect such filings on behalf of the GP and the principals. The GP confirms that such filings are ministerial in nature and that the entities will be duly formed upon the acceptance of such filings by the Delaware Secretary of State.

(c) LPAC Consent. The consent of the LPAC has been duly obtained pursuant to Section 9.4 of the LPA at the virtual meeting of the LPAC held on February 14, 2024, as more fully described in Section 3.1(a) of this Certificate.

(d) Side-Letter Compliance Review. The comprehensive side-letter compliance review has been completed, and a memorandum summarizing the results thereof was finalized by Pemberton Hale LLP on February 22, 2024, as more fully described in Section 3.1(c) of this Certificate. All required notifications have been sent and all required consents have been obtained.

(e) No Key Person Event. Neither David Kellner nor Joanna Trask is a designated "Key Person" under Section 5.2 of the LPA. The designated Key Persons under Section 5.2 of the LPA are Marcus Aldridge and Priya Narayanan. The undersigned confirms that, as of the date hereof, no Key Person Event (as defined in Section 5.2 of the LPA) has been triggered or is reasonably expected to be triggered in connection with the Restructuring or otherwise. Each of Marcus Aldridge and Priya Narayanan continues to devote substantially all of his or her business time and attention to the affairs of the Fund and the ManCo, as required under Section 5.2 of the LPA, and each has confirmed his or her intention to continue to do so following the closing of the Restructuring.

(f) Separation Agreements. The Separation and Release Agreement with David Kellner has been duly executed and delivered by all parties thereto, providing for Mr. Kellner's retirement from the GP and the ManCo effective as of March 31, 2024. The Separation and Release Agreement with Joanna Trask has been duly executed and delivered by all parties thereto, providing for Ms. Trask's departure from the GP and the ManCo effective as of April 15, 2024. Each such Separation and Release Agreement contains a full and unconditional release of claims by the departing principal in favor of the GP, the ManCo, the Fund, HoldCo, GP Intermediate, and each of the remaining principals, and provides for customary non-competition, non-solicitation, and confidentiality covenants. The Carry Retention and Clawback Side Letters for each of Mr. Kellner and Ms. Trask have been duly executed and delivered, setting forth the terms of their respective retained carried interest entitlements, vesting schedules, and clawback obligations.

(g) GP Commitment Reallocation. The parties have agreed upon the reallocation of the combined $3,402,000 in unfunded GP commitment attributable to the departing principals (David Kellner: $1,890,000; Joanna Trask: $1,512,000) among the remaining members of HoldCo on a pro rata basis as follows:

*Includes rounding adjustments.

The reallocation of the unfunded GP commitment has been documented in the HoldCo LLC Agreement and the Second Amended and Restated LLC Agreement of the GP, and each remaining HoldCo member has acknowledged and agreed to fund his or her reallocated share of the GP commitment in accordance with the capital call schedule applicable to the Fund.

(h) Post-Restructuring Economics. The post-restructuring economic allocations among the HoldCo members have been confirmed and documented in the Carried Interest Allocation Agreement and the Management Fee Sharing and Profit Allocation Agreement, as follows:

The foregoing economics reflect the reallocation of economic interests previously held by David Kellner and Joanna Trask (subject to the retained carried interest entitlements set forth in their respective Carry Retention and Clawback Side Letters) and the admission of Elena Marchetti and Adewale Okonkwo as members of HoldCo. The post-restructuring economics are effective as of the closing date and will apply to all future distributions of carried interest and management fee profits from the Fund.

SECTION 6: AUTHORIZATION OF OFFICERS

6.1. The undersigned hereby certifies, on behalf of the GP, that each of Marcus Aldridge and Priya Narayanan, in their respective capacities as Co-Founders and Managing Partners of Ardent Capital GP III LLC, and any other authorized person of the GP designated from time to time by the Managing Member, is fully authorized and empowered to execute and deliver, on behalf of the GP, any and all documents, instruments, certificates, and agreements necessary or desirable to consummate the transactions contemplated by the Restructuring Documents, including without limitation the following:

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

(b) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC;

(d) the Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC;

(e) the Limited Liability Company Agreement of Ardent GP Intermediate LLC;

(f) the Amended and Restated Carried Interest Allocation Agreement;

(g) the Management Fee Sharing and Profit Allocation Agreement;

(h) the Separation and Release Agreement and the Senior Advisor Agreement with David Kellner, and the Carry Retention and Clawback Side Letter — David Kellner;

(i) the Separation and Release Agreement with Joanna Trask, and the Carry Retention and Clawback Side Letter — Joanna Trask;

(j) LP notification letters to all forty-seven (47) limited partners of the Fund, which letters are expected to be sent on or about March 5, 2024;

(k) the SEC Form ADV amendment for Ardent Capital Management LLC (CRD #298417), which amendment is expected to be filed with the Securities and Exchange Commission on or about March 10, 2024;

(l) any Certificates of Formation, Certificates of Amendment, or other filings with the Secretary of State of the State of Delaware, or with any other governmental authority in any jurisdiction, as may be required or desirable in connection with the Restructuring; and

(m) any and all other documents, instruments, certificates, consents, filings, and agreements as may be necessary or desirable to effectuate the purposes and intent of the Restructuring Documents and to consummate the transactions contemplated thereby.

6.2. The authority granted under this Section 6 is in addition to, and not in limitation of, any other authority heretofore or hereafter granted to Marcus Aldridge, Priya Narayanan, or any other officer or authorized person of the GP by the Members, the GP's organizational documents, or applicable law.

SECTION 7: NO DEFAULTS OR BREACHES

7.1. The undersigned hereby certifies, on behalf of the GP, that as of the date hereof:

(a) No event of default, breach, or violation has occurred and is continuing under the LPA, any side letter entered into in connection with the Fund, or any Restructuring Document, and no event or circumstance exists that would give rise to a right of termination, cancellation, or acceleration of any obligation, or loss of any benefit, under the LPA, any such side letter, or any Restructuring Document.

(b) No event has occurred that, with the giving of notice, the passage of time, or both, would constitute an event of default, breach, or violation under the LPA, any side letter entered into in connection with the Fund, or any Restructuring Document.

(c) The GP is not subject to any pending or, to the knowledge of the undersigned after reasonable inquiry, threatened litigation, arbitration, governmental investigation, regulatory proceeding, or other legal action or proceeding that would materially affect the GP's ability to perform its obligations under the Restructuring Documents or the LPA, or that would reasonably be expected to have a material adverse effect on the GP, the ManCo, the Fund, or any portfolio company of the Fund.

(d) No removal proceeding has been initiated or, to the knowledge of the undersigned after reasonable inquiry, contemplated by any limited partner or group of limited partners pursuant to Section 9.7 of the LPA, which section provides for the removal of the GP upon the affirmative vote of limited partners holding not less than seventy-five percent (75%) of the aggregate capital commitments of all limited partners.

(e) No transfer of the GP's general partner interest in the Fund has occurred or is contemplated other than as set forth in the Restructuring Documents, and any transfer or restructuring of the GP interest effectuated pursuant to the Restructuring Documents is consistent with the requirements and restrictions set forth in Section 8.3 of the LPA. The GP confirms that the interposition of GP Intermediate as the sole member of the GP and of HoldCo as the holding company for the economic interests of the principals does not constitute a "Transfer" (as defined in Section 8.3 of the LPA) of the GP's general partner interest in the Fund and does not trigger any consent requirement under Section 8.3 of the LPA beyond those consents that have already been obtained as described in Section 3 of this Certificate.

SECTION 8: RELIANCE

8.1. This Closing Certificate is being delivered to, and may be relied upon by, the following persons and entities in connection with the closing of the Restructuring and the consummation of the transactions contemplated by the Restructuring Documents:

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

(b) the limited partners of the Fund;

(c) Calderwood & Harkness LLP, One Vanderbilt Avenue, 44th Floor, New York, New York 10017, in its capacity as restructuring counsel to the GP and the ManCo;

(d) Pemberton Hale LLP, One Liberty Plaza, 40th Floor, New York, New York 10006, in its capacity as fund formation counsel to the GP and the ManCo;

(e) Heathrow Whitman & Co., 1345 Avenue of the Americas, 18th Floor, New York, New York 10105, in its capacity as auditor and tax advisor to the Fund, the GP, and the ManCo; and

(f) any other party entitled to rely on the representations and warranties contained in the Restructuring Documents or entitled to receive a copy of this Certificate pursuant to the terms of any Restructuring Document, side letter, or other agreement.

8.2. This Certificate shall not be deemed to expand, modify, or amend the terms of any Restructuring Document or the LPA, and the delivery of this Certificate shall not be construed as a waiver of any right, remedy, or claim of any party under any Restructuring Document or the LPA. This Certificate is being delivered solely for the purposes set forth herein and in the Restructuring Documents and shall not be used, circulated, quoted, or otherwise referred to for any other purpose without the prior written consent of the GP.

8.3. This Certificate 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 Certificate by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of an original executed counterpart.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO CLOSING CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of February 28, 2024.

ARDENT CAPITAL GP III LLC a Delaware limited liability company

By: ________

Name: Marcus Aldridge

Title: Managing Member

Address:

590 Madison Avenue, 28th Floor New York, New York 10022

Metric	Value
Aggregate Portfolio Gross MOIC	1.42x
Aggregate Portfolio Net IRR	14.7%
Unrealized Value	$2,330,000,000
Realized Proceeds to Date	$445,000,000
Aggregate Invested Capital	$1,880,000,000
Capital Called to Date	$1,960,000,000
Capital Called as % of Total Commitments	70% of $2,800,000,000
Total Capital Commitments	$2,800,000,000
Number of Limited Partners	47
Accrued Carried Interest (Not Yet Distributed)	$87,600,000
HoldCo Member	Pro Rata Share	Reallocated Amount
Marcus Aldridge	42%	$1,428,840*
Priya Narayanan	36%	$1,224,720
Robert Hsiao	14%	$476,280
Elena Marchetti	4%	$136,080
Adewale Okonkwo	4%	$136,080
Total	100%	$3,402,000
HoldCo Member	Carried Interest Allocation	ManCo Profit Share
Marcus Aldridge	42%	42%
Priya Narayanan	36%	36%
Robert Hsiao	14%	14%
Elena Marchetti	4%	4%
Adewale Okonkwo	4%	4%
Total	100%	100%

CLOSING CERTIFICATE OF ARDENT CAPITAL GP III LLC
Delivered Pursuant to the Management Company Restructuring and Economics Realignment of Ardent Capital Partners III LP
February 28, 2024
Delivered in connection with the restructuring transactions contemplated by those certain restructuring documents dated as of even date herewith (collectively, the "Restructuring Documents"), as more particularly described herein.
RECITALS
The undersigned, Marcus Aldridge, in his capacity as Managing Member of Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner" or the "GP"), the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"), hereby delivers this Closing Certificate (this "Certificate") pursuant to, and in accordance with, the Restructuring Documents. This Certificate is delivered in connection with the closing of the management company restructuring and economics realignment transactions described in the Restructuring Documents (the "Restructuring").
Reference is hereby made to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of July 15, 2021, as amended by Amendment No. 1, dated as of February 28, 2024 (as so amended, the "LPA"), by and among the General Partner and the limited partners party thereto.
Reference is further made to each of the following documents, each dated as of the date hereof unless otherwise indicated, which collectively constitute the Restructuring Documents:
(a) Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC ("HoldCo"), a Delaware limited liability company (EIN: 93-1847225; Delaware Secretary of State File No. 7948231);
(b) Limited Liability Company Agreement of Ardent GP Intermediate LLC ("GP Intermediate"), a Delaware limited liability company (EIN: 93-1847231; Delaware Secretary of State File No. 7948237);
(c) Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC (EIN: 84-3291063);
(d) Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC (the "ManCo") (EIN: 84-3291070; SEC CRD #298417);
(e) Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP (EIN: 84-3291057);
(f) Amended and Restated Carried Interest Allocation Agreement, by and among HoldCo, the GP, and the Fund;
(g) Management Fee Sharing and Profit Allocation Agreement, by and among HoldCo, the ManCo, and the Fund;
(h) Revised Co-Investment Allocation Policy of Ardent Capital Partners III LP;
(i) Separation and Release Agreement, by and between the GP, the ManCo, HoldCo, and David Kellner, dated as of February 28, 2024;
(j) Senior Advisor Agreement, by and between the ManCo and David Kellner, dated as of February 28, 2024;
(k) Separation and Release Agreement, by and between the GP, the ManCo, HoldCo, and Joanna Trask, dated as of February 28, 2024;
(l) Carry Retention and Clawback Side Letter — David Kellner, dated as of February 28, 2024;
(m) Carry Retention and Clawback Side Letter — Joanna Trask, dated as of February 28, 2024; and
(n) Member Consent Resolutions of Ardent Capital GP III LLC, dated February 28, 2024 (the "Member Consent Resolutions").
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the applicable Restructuring Documents or the LPA, as the case may be. In the event of any conflict between the definitions set forth in the LPA and those set forth in any other Restructuring Document, the definitions in the LPA shall control for purposes of this Certificate unless the context otherwise requires.
The undersigned hereby certifies as follows:
SECTION 1: ORGANIZATION AND AUTHORITY
1.1. Ardent Capital GP III LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The GP was formed on March 12, 2020, pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware, and has maintained its good standing continuously since the date of its formation.
1.2. The GP's registered agent in the State of Delaware is Prestige Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The GP has maintained a registered agent in the State of Delaware at all times as required under the Delaware Limited Liability Company Act (6 Del. C. § 18-104).
1.3. The GP's principal office is located at 590 Madison Avenue, 28th Floor, New York, New York 10022. The GP maintains no other offices or places of business.
1.4. The GP serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership formed on June 8, 2020, with approximately $2.8 billion in total capital commitments from forty-seven (47) limited partners. The GP is the only general partner of the Fund and has served in such capacity since the Fund's initial closing on July 15, 2021.
1.5. The GP holds a 1.5% general partner commitment to the Fund in the aggregate amount of Forty-Two Million Dollars ($42,000,000), which commitment is funded pari passu with capital calls made on the limited partners in accordance with Section 3.2 of the LPA. As of the date hereof, the GP has funded its pro rata share of all capital calls to date, and no portion of the GP's commitment is the subject of any dispute, set-off, or counterclaim.
SECTION 2: REPRESENTATIONS AND WARRANTIES
2.1. The undersigned hereby certifies, on behalf of the GP, that all representations and warranties made by the General Partner in each of the Restructuring Documents are true, correct, and complete in all material respects as of the date hereof, February 28, 2024, with the same force and effect as if made on and as of such date. Without limiting the generality of the foregoing, the undersigned specifically confirms the truth, correctness, and completeness in all material respects of the following representations and warranties:
(a) Due Organization; Valid Existence; Good Standing. Each of the GP, the ManCo, and the Fund is duly organized or formed, as applicable, validly existing, and in good standing under the laws of the State of Delaware. Each such entity has full power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as proposed to be conducted following the consummation of the Restructuring. Each such entity is duly qualified or registered to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or registration necessary, except where the failure to be so qualified or registered would not reasonably be expected to have a material adverse effect on such entity or on the Fund.
(b) Power and Authority. The GP has full power and authority under its organizational documents and applicable law to execute, deliver, and perform each of the Restructuring Documents to which it is a party, to consummate the transactions contemplated thereby, and to carry out its obligations thereunder. The execution and delivery of each Restructuring Document by the GP, and the consummation by the GP of the transactions contemplated thereby, are within the GP's powers and have been duly authorized by all requisite action on the part of the GP.
(c) Due Authorization. The execution, delivery, and performance of the Restructuring Documents have been duly authorized by all necessary action on the part of the GP, including the unanimous written consent of all members of Ardent Capital GP III LLC, namely Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao (collectively, the "Members"), obtained on February 28, 2024, as set forth in the Member Consent Resolutions. No further vote, approval, consent, or other action by any member, manager, officer, or other person is required in connection with the execution, delivery, or performance by the GP of the Restructuring Documents or the consummation of the transactions contemplated thereby.
(d) No Conflict. The execution and delivery of the Restructuring Documents by the GP, and the consummation by the GP of the transactions contemplated thereby, do not and will not (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Formation or the limited liability company agreement (as amended and restated) of the GP, (ii) conflict with, or result in any violation or breach of, the LPA or any other organizational or governing document of the Fund, (iii) conflict with, or result in any violation or breach of, any applicable law, statute, regulation, rule, judgment, order, decree, or injunction of any governmental authority applicable to the GP, the Fund, or any of their respective properties or assets, or (iv) conflict with, result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any obligation under, any material agreement, contract, lease, instrument, or other arrangement to which the GP or the Fund is a party or by which the GP, the Fund, or any of their respective properties or assets is bound.
(e) Accuracy of Financial Information. All financial information provided to the limited partners and the Limited Partner Advisory Committee (the "LPAC") of the Fund in connection with the Restructuring, including without limitation the portfolio valuation summary, the carried interest accrual schedule, the management fee reconciliation, and the GP commitment funding schedule, is true, correct, and complete in all material respects as of the dates and for the periods indicated therein. No material facts have been omitted from such financial information that would be necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
SECTION 3: CONSENTS OBTAINED
3.1. The undersigned hereby certifies, on behalf of the GP, that all consents, approvals, and authorizations required to consummate the transactions contemplated by the Restructuring Documents have been duly obtained prior to or as of the date hereof, including without limitation the following:
(a) LPAC Consent. The consent of the Limited Partner Advisory Committee of the Fund was duly obtained at a virtual meeting of the LPAC held on February 14, 2024, pursuant to Section 9.4 of the LPA, which requires the prior consent of the LPAC for any material restructuring of the general partner or management company of the Fund. Notice of the LPAC meeting was provided to all LPAC members in accordance with the notice provisions of the LPA on January 31, 2024, which was not fewer than ten (10) business days prior to the date of the meeting. The following LPAC members attended the meeting and provided their affirmative consent to the Restructuring:
(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 consent of the LPAC was unanimous, and no LPAC member dissented from or abstained with respect to the approval of the Restructuring. Minutes of the LPAC meeting were prepared and distributed to LPAC members on February 16, 2024, and copies of such minutes are maintained in the records of the Fund.
(b) Member Consent. The unanimous written consent of all Members of Ardent Capital GP III LLC — namely, Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao — was duly obtained on February 28, 2024, as set forth in the Member Consent Resolutions. The Member Consent Resolutions approved the following matters, among others:
(i) the formation of Ardent Capital Holdings LLC as the new holding company for the principals' economic interests in the GP and the ManCo, and the formation of Ardent GP Intermediate LLC as the sole member of the GP;
(ii) the economics realignment, including the reallocation of carried interest and management fee profit sharing among the principals in connection with the Restructuring;
(iii) the withdrawal of David Kellner and Joanna Trask as members of Ardent Capital GP III LLC and the acceptance of their resignations from all offices and positions held with the GP and the ManCo;
(iv) the admission of Ardent GP Intermediate LLC as the sole member of Ardent Capital GP III LLC following the withdrawal of all individual members;
(v) the execution and delivery of all Restructuring Documents on behalf of the GP, and the authorization of the GP to cause the Fund and the ManCo to execute and deliver the Restructuring Documents to which such entities are parties;
(vi) the filing of Amendment No. 1 to the LPA with the records of the Fund and the delivery of copies thereof to all limited partners; and
(vii) the authorization of Marcus Aldridge and Priya Narayanan, and each of them acting individually, to execute and deliver on behalf of the GP all documents, instruments, certificates, and agreements necessary or desirable to consummate the transactions contemplated by the Restructuring Documents.
(c) Side-Letter Compliance. The GP has completed a comprehensive review of all fourteen (14) side letters entered into by the Fund with certain limited partners in connection with the Fund's initial and subsequent closings. Of the fourteen (14) total side letters, four (4) contain provisions requiring prior written notice of, or affirmative consent to, any "material change in the management structure" of the Fund or words of similar import. Notification has been duly provided to, and where required, affirmative consent has been obtained from, each of the following limited partners holding such side letters:
(i) Ridgeline Public Employees' Retirement System;
(ii) Pinnacle Insurance Group;
(iii) Crestwood Endowment Partners; and
(iv) Haverford Capital Partners.
A memorandum summarizing the results of the side-letter compliance review was prepared by Pemberton Hale LLP and finalized on February 22, 2024, and a copy of such memorandum has been provided to Calderwood & Harkness LLP as restructuring counsel. All required notifications and consents under the applicable side letters have been duly provided or obtained, as the case may be, and no limited partner has objected to or challenged the Restructuring in connection with the side-letter compliance process.
(d) Contributing Person Notification. Timely notification has been provided, within fifteen (15) business days prior to the closing of the Restructuring, to the six (6) limited partners whose side letters contain expanded key-person provisions naming David Kellner as a "Contributing Person" (as defined in the applicable side letters). The notification described the nature and expected timing of Mr. Kellner's retirement and departure from the management platform, the terms of his Senior Advisor Agreement, and the economic arrangements set forth in his Carry Retention and Clawback Side Letter. No limited partner receiving such notification has exercised any right to suspend or terminate its commitment to the Fund or to request any additional information beyond the information provided in the notification.
(e) No Additional Regulatory or Third-Party Approvals Required. Other than the amendment to SEC Form ADV for Ardent Capital Management LLC (CRD #298417), which is expected to be filed with the Securities and Exchange Commission on or about March 10, 2024, no additional regulatory consents, approvals, filings, or third-party approvals are required as a condition to the closing of the Restructuring. The Form ADV amendment is not a condition precedent to closing but rather a post-closing compliance obligation that will be satisfied within the applicable regulatory timeframe. The GP confirms that it has consulted with Pemberton Hale LLP regarding all applicable regulatory requirements in connection with the Restructuring and has been advised that no other regulatory filings or approvals are required as a condition to closing.
SECTION 4: NO MATERIAL ADVERSE CHANGE
4.1. The undersigned hereby certifies, on behalf of the GP, that since September 30, 2023, which is the date of the most recent quarterly valuation of the Fund's portfolio prepared by Broadleaf Consulting Group (the Fund's independent valuation advisor), there has been no material adverse change in the business, operations, assets, liabilities, financial condition, or prospects of any of the following:
(a) Ardent Capital Partners III LP or any of its eleven (11) active portfolio companies;
(b) Ardent Capital GP III LLC; or
(c) Ardent Capital Management LLC.
4.2. As of September 30, 2023, the key performance metrics of the Fund were as follows:
4.3. As of the date hereof, no event, development, circumstance, or condition has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Fund, the GP, the ManCo, or any portfolio company of the Fund, or that would reasonably be expected to impair the GP's ability to perform its obligations under the LPA or the Restructuring Documents.
4.4. The Fund's term expires on December 31, 2029, subject to two (2) one-year extensions at the discretion of the GP, in each case in accordance with Section 2.4 of the LPA. The Fund's investment period ends on June 30, 2025. The GP confirms that the Restructuring does not affect or alter the Fund's term or the investment period, and that the GP intends to continue actively managing the Fund and its portfolio companies through the expiration of the Fund's term (as may be extended).
SECTION 5: CONDITIONS TO CLOSING SATISFIED
5.1. The undersigned hereby certifies, on behalf of the GP, that all conditions precedent to the closing of the Restructuring as set forth in the Restructuring Documents have been satisfied or, where applicable, waived as of the date hereof, including without limitation the following:
(a) Execution and Delivery of Restructuring Documents. All Restructuring Documents have been duly executed and delivered by all parties thereto, and fully executed counterparts of each Restructuring Document have been delivered to Calderwood & Harkness LLP, as restructuring counsel, and to Pemberton Hale LLP, as fund formation counsel.
(b) Formation Filings. Certificates of Formation for Ardent Capital Holdings LLC (Delaware Secretary of State File No. 7948231) and Ardent GP Intermediate LLC (Delaware Secretary of State File No. 7948237) have been prepared and are expected to be filed with the Secretary of State of the State of Delaware on or about March 1, 2024. Pemberton Hale LLP has been authorized to effect such filings on behalf of the GP and the principals. The GP confirms that such filings are ministerial in nature and that the entities will be duly formed upon the acceptance of such filings by the Delaware Secretary of State.
(c) LPAC Consent. The consent of the LPAC has been duly obtained pursuant to Section 9.4 of the LPA at the virtual meeting of the LPAC held on February 14, 2024, as more fully described in Section 3.1(a) of this Certificate.
(d) Side-Letter Compliance Review. The comprehensive side-letter compliance review has been completed, and a memorandum summarizing the results thereof was finalized by Pemberton Hale LLP on February 22, 2024, as more fully described in Section 3.1(c) of this Certificate. All required notifications have been sent and all required consents have been obtained.
(e) No Key Person Event. Neither David Kellner nor Joanna Trask is a designated "Key Person" under Section 5.2 of the LPA. The designated Key Persons under Section 5.2 of the LPA are Marcus Aldridge and Priya Narayanan. The undersigned confirms that, as of the date hereof, no Key Person Event (as defined in Section 5.2 of the LPA) has been triggered or is reasonably expected to be triggered in connection with the Restructuring or otherwise. Each of Marcus Aldridge and Priya Narayanan continues to devote substantially all of his or her business time and attention to the affairs of the Fund and the ManCo, as required under Section 5.2 of the LPA, and each has confirmed his or her intention to continue to do so following the closing of the Restructuring.
(f) Separation Agreements. The Separation and Release Agreement with David Kellner has been duly executed and delivered by all parties thereto, providing for Mr. Kellner's retirement from the GP and the ManCo effective as of March 31, 2024. The Separation and Release Agreement with Joanna Trask has been duly executed and delivered by all parties thereto, providing for Ms. Trask's departure from the GP and the ManCo effective as of April 15, 2024. Each such Separation and Release Agreement contains a full and unconditional release of claims by the departing principal in favor of the GP, the ManCo, the Fund, HoldCo, GP Intermediate, and each of the remaining principals, and provides for customary non-competition, non-solicitation, and confidentiality covenants. The Carry Retention and Clawback Side Letters for each of Mr. Kellner and Ms. Trask have been duly executed and delivered, setting forth the terms of their respective retained carried interest entitlements, vesting schedules, and clawback obligations.
(g) GP Commitment Reallocation. The parties have agreed upon the reallocation of the combined $3,402,000 in unfunded GP commitment attributable to the departing principals (David Kellner: $1,890,000; Joanna Trask: $1,512,000) among the remaining members of HoldCo on a pro rata basis as follows:
*Includes rounding adjustments.
The reallocation of the unfunded GP commitment has been documented in the HoldCo LLC Agreement and the Second Amended and Restated LLC Agreement of the GP, and each remaining HoldCo member has acknowledged and agreed to fund his or her reallocated share of the GP commitment in accordance with the capital call schedule applicable to the Fund.
(h) Post-Restructuring Economics. The post-restructuring economic allocations among the HoldCo members have been confirmed and documented in the Carried Interest Allocation Agreement and the Management Fee Sharing and Profit Allocation Agreement, as follows:
The foregoing economics reflect the reallocation of economic interests previously held by David Kellner and Joanna Trask (subject to the retained carried interest entitlements set forth in their respective Carry Retention and Clawback Side Letters) and the admission of Elena Marchetti and Adewale Okonkwo as members of HoldCo. The post-restructuring economics are effective as of the closing date and will apply to all future distributions of carried interest and management fee profits from the Fund.
SECTION 6: AUTHORIZATION OF OFFICERS
6.1. The undersigned hereby certifies, on behalf of the GP, that each of Marcus Aldridge and Priya Narayanan, in their respective capacities as Co-Founders and Managing Partners of Ardent Capital GP III LLC, and any other authorized person of the GP designated from time to time by the Managing Member, is fully authorized and empowered to execute and deliver, on behalf of the GP, any and all documents, instruments, certificates, and agreements necessary or desirable to consummate the transactions contemplated by the Restructuring Documents, including without limitation the following:
(a) Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP;
(b) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC;
(c) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC;
(d) the Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC;
(e) the Limited Liability Company Agreement of Ardent GP Intermediate LLC;
(f) the Amended and Restated Carried Interest Allocation Agreement;
(g) the Management Fee Sharing and Profit Allocation Agreement;
(h) the Separation and Release Agreement and the Senior Advisor Agreement with David Kellner, and the Carry Retention and Clawback Side Letter — David Kellner;
(i) the Separation and Release Agreement with Joanna Trask, and the Carry Retention and Clawback Side Letter — Joanna Trask;
(j) LP notification letters to all forty-seven (47) limited partners of the Fund, which letters are expected to be sent on or about March 5, 2024;
(k) the SEC Form ADV amendment for Ardent Capital Management LLC (CRD #298417), which amendment is expected to be filed with the Securities and Exchange Commission on or about March 10, 2024;
(l) any Certificates of Formation, Certificates of Amendment, or other filings with the Secretary of State of the State of Delaware, or with any other governmental authority in any jurisdiction, as may be required or desirable in connection with the Restructuring; and
(m) any and all other documents, instruments, certificates, consents, filings, and agreements as may be necessary or desirable to effectuate the purposes and intent of the Restructuring Documents and to consummate the transactions contemplated thereby.
6.2. The authority granted under this Section 6 is in addition to, and not in limitation of, any other authority heretofore or hereafter granted to Marcus Aldridge, Priya Narayanan, or any other officer or authorized person of the GP by the Members, the GP's organizational documents, or applicable law.
SECTION 7: NO DEFAULTS OR BREACHES
7.1. The undersigned hereby certifies, on behalf of the GP, that as of the date hereof:
(a) No event of default, breach, or violation has occurred and is continuing under the LPA, any side letter entered into in connection with the Fund, or any Restructuring Document, and no event or circumstance exists that would give rise to a right of termination, cancellation, or acceleration of any obligation, or loss of any benefit, under the LPA, any such side letter, or any Restructuring Document.
(b) No event has occurred that, with the giving of notice, the passage of time, or both, would constitute an event of default, breach, or violation under the LPA, any side letter entered into in connection with the Fund, or any Restructuring Document.
(c) The GP is not subject to any pending or, to the knowledge of the undersigned after reasonable inquiry, threatened litigation, arbitration, governmental investigation, regulatory proceeding, or other legal action or proceeding that would materially affect the GP's ability to perform its obligations under the Restructuring Documents or the LPA, or that would reasonably be expected to have a material adverse effect on the GP, the ManCo, the Fund, or any portfolio company of the Fund.
(d) No removal proceeding has been initiated or, to the knowledge of the undersigned after reasonable inquiry, contemplated by any limited partner or group of limited partners pursuant to Section 9.7 of the LPA, which section provides for the removal of the GP upon the affirmative vote of limited partners holding not less than seventy-five percent (75%) of the aggregate capital commitments of all limited partners.
(e) No transfer of the GP's general partner interest in the Fund has occurred or is contemplated other than as set forth in the Restructuring Documents, and any transfer or restructuring of the GP interest effectuated pursuant to the Restructuring Documents is consistent with the requirements and restrictions set forth in Section 8.3 of the LPA. The GP confirms that the interposition of GP Intermediate as the sole member of the GP and of HoldCo as the holding company for the economic interests of the principals does not constitute a "Transfer" (as defined in Section 8.3 of the LPA) of the GP's general partner interest in the Fund and does not trigger any consent requirement under Section 8.3 of the LPA beyond those consents that have already been obtained as described in Section 3 of this Certificate.
SECTION 8: RELIANCE
8.1. This Closing Certificate is being delivered to, and may be relied upon by, the following persons and entities in connection with the closing of the Restructuring and the consummation of the transactions contemplated by the Restructuring Documents:
(a) the members of the Limited Partner Advisory Committee of the Fund;
(b) the limited partners of the Fund;
(c) Calderwood & Harkness LLP, One Vanderbilt Avenue, 44th Floor, New York, New York 10017, in its capacity as restructuring counsel to the GP and the ManCo;
(d) Pemberton Hale LLP, One Liberty Plaza, 40th Floor, New York, New York 10006, in its capacity as fund formation counsel to the GP and the ManCo;
(e) Heathrow Whitman & Co., 1345 Avenue of the Americas, 18th Floor, New York, New York 10105, in its capacity as auditor and tax advisor to the Fund, the GP, and the ManCo; and
(f) any other party entitled to rely on the representations and warranties contained in the Restructuring Documents or entitled to receive a copy of this Certificate pursuant to the terms of any Restructuring Document, side letter, or other agreement.
8.2. This Certificate shall not be deemed to expand, modify, or amend the terms of any Restructuring Document or the LPA, and the delivery of this Certificate shall not be construed as a waiver of any right, remedy, or claim of any party under any Restructuring Document or the LPA. This Certificate is being delivered solely for the purposes set forth herein and in the Restructuring Documents and shall not be used, circulated, quoted, or otherwise referred to for any other purpose without the prior written consent of the GP.
8.3. This Certificate 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 Certificate by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of an original executed counterpart.
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SIGNATURE PAGE TO CLOSING CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of February 28, 2024.
ARDENT CAPITAL GP III LLC a Delaware limited liability company
By: ________
Name: Marcus Aldridge
Title: Managing Member
Address:
590 Madison Avenue, 28th Floor New York, New York 10022
Metric | Value
Aggregate Portfolio Gross MOIC | 1.42x
Aggregate Portfolio Net IRR | 14.7%
Unrealized Value | $2,330,000,000
Realized Proceeds to Date | $445,000,000
Aggregate Invested Capital | $1,880,000,000
Capital Called to Date | $1,960,000,000
Capital Called as % of Total Commitments | 70% of $2,800,000,000
Total Capital Commitments | $2,800,000,000
Number of Limited Partners | 47
Accrued Carried Interest (Not Yet Distributed) | $87,600,000
HoldCo Member | Pro Rata Share | Reallocated Amount
Marcus Aldridge | 42% | $1,428,840*
Priya Narayanan | 36% | $1,224,720
Robert Hsiao | 14% | $476,280
Elena Marchetti | 4% | $136,080
Adewale Okonkwo | 4% | $136,080
Total | 100% | $3,402,000
HoldCo Member | Carried Interest Allocation | ManCo Profit Share
Marcus Aldridge | 42% | 42%
Priya Narayanan | 36% | 36%
Robert Hsiao | 14% | 14%
Elena Marchetti | 4% | 4%
Adewale Okonkwo | 4% | 4%
Total | 100% | 100%