1001-00002 · Ardent Capital Management LLC · Correspondence

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Vanderbilt Avenue, 44th Floor New York, NY 10017

Telephone: (212) 404-7000 Facsimile: (212) 404-7001 www.calderwoodharkness.com

October 16, 2023

Victoria Langford, Esq. Partner Pemberton Hale LLP One Liberty Plaza, 40th Floor New York, NY 10006

Re: Ardent Capital Partners III LP — Coordination of Counsel Responsibilities in Connection with Management Company Restructuring and Economics Realignment

Dear Victoria:

We write to inform you that Calderwood & Harkness LLP has been engaged by Ardent Capital GP III LLC (the "General Partner" or "GP"), the sole general partner of Ardent Capital Partners III LP (the "Fund"), a Delaware limited partnership with approximately $2.8 billion in total commitments, to advise on a comprehensive restructuring of its management company, Ardent Capital Management LLC (the "Management Company" or "ManCo"), and a realignment of economics among the Fund's principals (collectively, the "Restructuring"). Our engagement letter was executed on October 9, 2023, and the engagement was opened as of the same date.

This letter follows an initial organizational call held earlier today, October 16, 2023, with Marcus Aldridge and Priya Narayanan, Co-Founders and Managing Partners of the Ardent platform, during which we discussed the general scope and anticipated timeline for the Restructuring, as well as the respective roles of the various counsel and advisors expected to be involved.

We recognize that Pemberton Hale LLP served as fund-formation counsel for Ardent Capital Partners III LP and continues to serve as ongoing fund counsel with respect to routine operations, portfolio company matters, and LP communications. This letter is intended to introduce our engagement, clearly delineate the respective responsibilities of Calderwood & Harkness and Pemberton Hale in connection with the Restructuring and the Fund's ongoing activities, establish coordination protocols between our two firms, and request certain documents that we will need to commence our work.

I. Background on the Restructuring

The Restructuring is expected to be a multi-faceted transaction involving four principal workstreams, which we briefly summarize below for context.

1. Entity Restructuring. The Restructuring contemplates the formation of a new Delaware limited liability company to serve as a parent holding company (the "HoldCo") for both the General Partner and the Management Company. An intermediate entity will be interposed between HoldCo and the GP. This new structure will replace the current arrangement under which the five senior principals hold direct membership interests in both the GP and the ManCo. The purpose of the revised structure is to consolidate ownership at the HoldCo level, provide for a more efficient governance framework, and facilitate the admission and vesting of next-generation principals over time.

2. Economics Realignment. The Restructuring will involve a comprehensive reallocation of carried interest percentages and management fee profit-sharing economics among the remaining and next-generation principals. This realignment is necessitated by, among other things, the anticipated departures of two of the five current principals, which will require a redistribution of their economics among the continuing principals, as well as the reservation of a meaningful pool for next-generation talent. The economic realignment will be reflected in new or amended and restated allocation agreements at the HoldCo and GP levels.

3. Departing Principal Separation. Two of the five current principals are expected to depart the Ardent platform in connection with the Restructuring. Calderwood & Harkness will negotiate and document the separation arrangements for these individuals, including provisions addressing the retention of vested carried interest, forfeiture of unvested carried interest, applicable clawback obligations, non-competition and non-solicitation covenants, and transitional advisory arrangements. We understand that the departing principals are being separately represented by Whitford & Chase LLP, with Richard Beaulieu, a partner at that firm, serving as their lead counsel. Mr. Beaulieu's contact information is as follows: Whitford & Chase LLP, 200 Park Avenue, Suite 4200, New York, NY 10166.

4. LP Consent and Side-Letter Compliance. The Restructuring will require the consent of the Fund's Limited Partner Advisory Committee (the "LPAC") to the changes in the General Partner's ownership structure, as mandated by Section 9.4 of the Fund's Amended and Restated Agreement of Limited Partnership (the "LPA"). In addition, the anticipated departures of two principals will trigger the Key Person provisions set forth in Section 5.2 of the LPA, requiring careful analysis and, potentially, a cure or waiver process. Calderwood & Harkness will also conduct a comprehensive review of all existing side-letter commitments entered into with the Fund's limited partners to ensure that the Restructuring does not result in any non-compliance with those obligations.

We also note that the Management Company is an SEC-registered investment adviser (CRD #298417). The Restructuring will require amendments to the Management Company's Form ADV, including Form ADV Part 2A brochure supplements, to reflect the changes in ownership, control persons, and key personnel. These regulatory filings fall within the scope of Calderwood & Harkness's engagement for this matter.

II. Delineation of Counsel Responsibilities

To ensure an efficient and orderly process, and to avoid any duplication of effort or confusion among the client team and the Fund's limited partners, we believe it is important to clearly delineate the respective responsibilities of our two firms. The following reflects our understanding of the agreed-upon allocation of responsibilities, which has been discussed with and approved by Marcus Aldridge and Priya Narayanan on behalf of the General Partner.

A. Calderwood & Harkness LLP — Restructuring Scope

Calderwood & Harkness will serve as lead counsel for the Restructuring and will be responsible for the following matters:

(a) New Entity Formation. All entity formation documentation for the new HoldCo and the intermediate entity to be interposed between HoldCo and the GP, including certificates of formation to be filed with the Delaware Secretary of State and the initial limited liability company agreements for each new entity.

(b) Amended and Restated Operating Agreements. Preparation of amended and restated LLC agreements for both Ardent Capital GP III LLC and Ardent Capital Management LLC, in each case reflecting the new ownership structure, revised governance provisions, and updated economic terms resulting from the Restructuring.

(c) Amendment to the Fund LPA. Preparation of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, reflecting the structural changes to the GP and related matters, including conforming amendments to Section 5.2 (Key Person), Section 8.3 (Transfer of GP Interest), and Section 9.4 (LPAC Consent), as well as any other provisions of the LPA that may require modification as a result of the Restructuring.

(d) GP Consent Resolutions. Drafting of member consent resolutions of Ardent Capital GP III LLC approving the Restructuring and authorizing the General Partner's entry into the relevant transaction documents.

(e) Economic Allocation Agreements. Preparation of the amended and restated carried interest allocation agreement and the management fee sharing and profit allocation agreement, each to be entered into at the HoldCo level, reflecting the realigned economics among the continuing and next-generation principals.

(f) Co-Investment Allocation Policy. Preparation of a revised co-investment allocation policy reflecting the new organizational structure and any changes in personnel responsible for allocation decisions.

(g) Separation and Release Documentation. Negotiation and documentation of separation and release agreements for each of the two departing principals, together with carry retention and clawback side letters, senior advisor agreements (if applicable), and all related negotiation correspondence with Whitford & Chase LLP on behalf of the departing principals.

(h) LPAC Consent Solicitation. Preparation of LPAC notification and consent solicitation letters, a detailed LPAC presentation memorandum describing the Restructuring and its rationale, and the form of written consent to be executed by LPAC members.

(i) LP Notification. Drafting of notification letters to all 47 limited partners of the Fund regarding the completed Restructuring, including appropriate disclosure regarding changes in ownership, key personnel, and economics.

(j) Side-Letter Compliance and Key-Person Analysis. Preparation of a comprehensive memorandum analyzing all 14 side letters entered into with limited partners of the Fund, identifying any provisions triggered by the Restructuring (including, without limitation, most favored nations, key-person, fee, transfer and restructuring consent, and co-investment provisions), and confirming compliance with all such provisions.

(k) Tax Structuring. Preparation of a tax structuring memorandum and a Section 704(b)/704(c) allocation analysis addressing the tax implications of the Restructuring, including the reallocation of carried interest and management fee economics. This work will be led by Sylvia Hartwell, a specialist tax partner at Calderwood & Harkness, in coordination with the balance of the deal team.

(l) SEC Regulatory Filings. Preparation of the amended Form ADV and updated Form ADV Part 2A brochure supplement for the Management Company, reflecting the changes in ownership, control persons, and key personnel resulting from the Restructuring.

(m) Closing Deliverables. Preparation of all closing deliverables, including a detailed closing checklist, closing certificate, and bring-down officer's certificate.

(n) Coordination with Auditor/Tax Advisor. Coordination with the Fund's independent auditor and tax advisor, Heathrow Whitman & Co. (Paul Devereux, engagement partner), regarding the tax reporting implications of the Restructuring, including any adjustments to capital account balances, carried interest allocations, and Schedule K-1 reporting for the Fund's limited partners.

B. Pemberton Hale LLP — Continuing Fund Counsel Scope

Pemberton Hale will continue to serve as fund counsel for Ardent Capital Partners III LP with respect to all matters outside the scope of the Restructuring, including, without limitation, the following:

(a) Routine Fund Operations. Ongoing administration of the limited partnership, including routine GP-level decisions, capital call and distribution mechanics, and related operational matters.

(b) Portfolio Company Transactions. All transactional matters relating to the Fund's 11 active portfolio companies, including acquisitions, dispositions, add-on investments, refinancings, and other portfolio company-level transactions.

(c) Ongoing LP Communications. Preparation of LP communications unrelated to the Restructuring, including routine quarterly and annual reports, capital call notices, distribution notices, and other standard communications.

(d) Routine Regulatory Compliance. Routine regulatory compliance matters for the Fund, other than the specific Form ADV amendment and related filings associated with the Restructuring, which will be handled by Calderwood & Harkness as described above.

(e) Side-Letter Administration. Ongoing administration and enforcement of side-letter obligations in the ordinary course, it being understood that Calderwood & Harkness will handle the one-time comprehensive compliance analysis of all side letters in connection with the Restructuring.

(f) Investment Period and Fund Term Matters. Any matters related to the investment period (which commenced June 30, 2019, and is scheduled to end June 30, 2025) and the Fund term (which expires December 31, 2029, subject to two one-year extensions at the GP's discretion), including any future decisions regarding extensions or wind-down planning.

C. Coordination Protocols

Given the interrelated nature of our respective scopes, it is important that our two firms maintain open lines of communication throughout the Restructuring. To that end, we propose the following coordination protocols:

(i) Calderwood & Harkness and Pemberton Hale will coordinate on any matters where our respective scopes may overlap, particularly with respect to LP communications and interpretation of the LPA. We are mindful that certain communications with limited partners may touch upon both Restructuring-related matters and ongoing fund operations, and we will work closely with your team to ensure that all such communications are consistent and appropriately coordinated.

(ii) Marcus Aldridge and Priya Narayanan have authorized both firms to share information relevant to their respective scopes, subject to applicable privilege considerations. To the extent that either firm believes that the sharing of particular information may implicate privilege or confidentiality concerns, the matter should be raised with the client promptly so that appropriate safeguards can be put in place.

(iii) Upon the closing of the Restructuring, Calderwood & Harkness will provide Pemberton Hale with copies of all executed Restructuring documents for Pemberton Hale's records and ongoing fund administration purposes. We expect this will include the executed LPA amendment, the new and amended operating agreements, the LPAC consent, the separation agreements (to the extent appropriate), and the amended Form ADV.

(iv) Both firms should endeavor to avoid duplicative work. Any questions regarding scope allocation or the appropriate assignment of a particular matter should be directed to Nicholas Stern at Calderwood & Harkness (nstern@calderwoodharkness.com; (212) 404-7150) or Victoria Langford at Pemberton Hale, as applicable.

III. Document Request

To commence our work on the Restructuring in an efficient and timely manner, Calderwood & Harkness respectfully requests that Pemberton Hale provide the following documents at its earliest convenience:

1. A fully executed copy of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, including all schedules and exhibits thereto, as in effect on the date hereof.

2. All 14 side letters entered into between Ardent Capital GP III LLC and the limited partners of the Fund. To the extent any confidentiality provisions in particular side letters restrict disclosure of certain terms, we would ask that redactions be limited to the extent reasonably practicable and that the following categories of provisions remain unredacted: most favored nations provisions, key-person provisions, fee-related provisions, transfer and restructuring consent provisions, and co-investment provisions.

3. The current LLC Agreement of Ardent Capital GP III LLC, together with any amendments or supplements thereto.

4. The current LLC Agreement of Ardent Capital Management LLC, together with any amendments or supplements thereto.

5. The Fund's subscription agreements, including the form of subscription agreement used during the fundraise and any material deviations from the form entered into with particular limited partners.

6. Any existing carried interest allocation or profit-sharing arrangements among the principals, whether set forth in a standalone agreement, a schedule to the GP or ManCo operating agreements, or otherwise.

7. Any existing co-investment allocation policies or guidelines applicable to the Fund.

8. The Fund's most recent annual report and quarterly report (the latter reflecting the September 30, 2023 valuation). We understand the Fund's current performance reflects a gross MOIC of approximately 1.42x, a net IRR of approximately 14.7%, unrealized value of approximately $2.33 billion, and realized proceeds of approximately $445 million. These reports will assist us in preparing the LPAC presentation memorandum and LP notification letters.

9. The placement agent agreement between Ardent Capital GP III LLC and Lockwood Placement Partners LLC (Sarah Fontaine, principal contact), including all schedules and exhibits, and in particular any tail-fee provisions that may be relevant to the Restructuring or that could be triggered by changes in the GP's ownership structure.

10. A current schedule of LPAC members. We understand the LPAC currently includes Ridgeline Public Employees' Retirement System, Crestwood Endowment Partners, Pinnacle Insurance Group, and Graystone Family Office LLC, though we would appreciate confirmation and identification of any additional members.

11. Any prior amendments to the LPA, the GP operating agreement, or the ManCo operating agreement, whether formal or by way of letter agreement, waiver, or consent.

We would ask that the foregoing documents be provided electronically — via secure file transfer or your firm's document-sharing platform — to the following members of the Calderwood & Harkness deal team:

• Nicholas Stern, Partner (nstern@calderwoodharkness.com)

• Owen Fischer, Lead Associate (ofischer@calderwoodharkness.com)

• Stephen Adler, Associate (sadler@calderwoodharkness.com)

IV. Client Contact Information

For your reference, the primary client contacts for the Restructuring are as follows:

• Marcus Aldridge, Co-Founder & Managing Partner

• Priya Narayanan, Co-Founder & Managing Partner

• Robert Hsiao, Partner

The principal office of the Ardent platform is located at 590 Madison Avenue, 28th Floor, New York, NY 10022. We also note, for entity formation and registered agent purposes, that the General Partner's registered agent is Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904.

V. Closing

We very much appreciate Pemberton Hale's cooperation and look forward to a productive working relationship between our two firms throughout the Restructuring process. We recognize the depth of institutional knowledge that your team has accumulated as formation and ongoing fund counsel for Ardent Capital Partners III LP, and we expect that our coordination will contribute meaningfully to the quality and efficiency of the work product on both sides.

We anticipate that the Restructuring will be completed within the next several months, with a target of achieving LPAC consent and executing definitive documentation by the end of the first quarter of 2024. Calderwood & Harkness will keep Pemberton Hale informed of key milestones as the Restructuring progresses.

Please do not hesitate to contact me directly at (212) 404-7150 or nstern@calderwoodharkness.com with any questions regarding scope delineation, the document request set forth above, or the Restructuring generally. We look forward to working with you and your team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nicholas Stern Partner

One Vanderbilt Avenue, 44th Floor New York, NY 10017 Telephone: (212) 404-7150

Email: nstern@calderwoodharkness.com

cc:

Marcus Aldridge, Ardent Capital Partners Priya Narayanan, Ardent Capital Partners Graham Sutherland, Calderwood & Harkness LLP (billing partner) Owen Fischer, Calderwood & Harkness LLP (lead associate) Stephen Adler, Calderwood & Harkness LLP (working associate) Sylvia Hartwell, Calderwood & Harkness LLP (specialist partner, Tax)

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Vanderbilt Avenue, 44th Floor New York, NY 10017
Telephone: (212) 404-7000 Facsimile: (212) 404-7001 www.calderwoodharkness.com
October 16, 2023
Victoria Langford, Esq. Partner Pemberton Hale LLP One Liberty Plaza, 40th Floor New York, NY 10006
Re: Ardent Capital Partners III LP — Coordination of Counsel Responsibilities in Connection with Management Company Restructuring and Economics Realignment
Dear Victoria:
We write to inform you that Calderwood & Harkness LLP has been engaged by Ardent Capital GP III LLC (the "General Partner" or "GP"), the sole general partner of Ardent Capital Partners III LP (the "Fund"), a Delaware limited partnership with approximately $2.8 billion in total commitments, to advise on a comprehensive restructuring of its management company, Ardent Capital Management LLC (the "Management Company" or "ManCo"), and a realignment of economics among the Fund's principals (collectively, the "Restructuring"). Our engagement letter was executed on October 9, 2023, and the engagement was opened as of the same date.
This letter follows an initial organizational call held earlier today, October 16, 2023, with Marcus Aldridge and Priya Narayanan, Co-Founders and Managing Partners of the Ardent platform, during which we discussed the general scope and anticipated timeline for the Restructuring, as well as the respective roles of the various counsel and advisors expected to be involved.
We recognize that Pemberton Hale LLP served as fund-formation counsel for Ardent Capital Partners III LP and continues to serve as ongoing fund counsel with respect to routine operations, portfolio company matters, and LP communications. This letter is intended to introduce our engagement, clearly delineate the respective responsibilities of Calderwood & Harkness and Pemberton Hale in connection with the Restructuring and the Fund's ongoing activities, establish coordination protocols between our two firms, and request certain documents that we will need to commence our work.
I. Background on the Restructuring
The Restructuring is expected to be a multi-faceted transaction involving four principal workstreams, which we briefly summarize below for context.
1. Entity Restructuring. The Restructuring contemplates the formation of a new Delaware limited liability company to serve as a parent holding company (the "HoldCo") for both the General Partner and the Management Company. An intermediate entity will be interposed between HoldCo and the GP. This new structure will replace the current arrangement under which the five senior principals hold direct membership interests in both the GP and the ManCo. The purpose of the revised structure is to consolidate ownership at the HoldCo level, provide for a more efficient governance framework, and facilitate the admission and vesting of next-generation principals over time.
2. Economics Realignment. The Restructuring will involve a comprehensive reallocation of carried interest percentages and management fee profit-sharing economics among the remaining and next-generation principals. This realignment is necessitated by, among other things, the anticipated departures of two of the five current principals, which will require a redistribution of their economics among the continuing principals, as well as the reservation of a meaningful pool for next-generation talent. The economic realignment will be reflected in new or amended and restated allocation agreements at the HoldCo and GP levels.
3. Departing Principal Separation. Two of the five current principals are expected to depart the Ardent platform in connection with the Restructuring. Calderwood & Harkness will negotiate and document the separation arrangements for these individuals, including provisions addressing the retention of vested carried interest, forfeiture of unvested carried interest, applicable clawback obligations, non-competition and non-solicitation covenants, and transitional advisory arrangements. We understand that the departing principals are being separately represented by Whitford & Chase LLP, with Richard Beaulieu, a partner at that firm, serving as their lead counsel. Mr. Beaulieu's contact information is as follows: Whitford & Chase LLP, 200 Park Avenue, Suite 4200, New York, NY 10166.
4. LP Consent and Side-Letter Compliance. The Restructuring will require the consent of the Fund's Limited Partner Advisory Committee (the "LPAC") to the changes in the General Partner's ownership structure, as mandated by Section 9.4 of the Fund's Amended and Restated Agreement of Limited Partnership (the "LPA"). In addition, the anticipated departures of two principals will trigger the Key Person provisions set forth in Section 5.2 of the LPA, requiring careful analysis and, potentially, a cure or waiver process. Calderwood & Harkness will also conduct a comprehensive review of all existing side-letter commitments entered into with the Fund's limited partners to ensure that the Restructuring does not result in any non-compliance with those obligations.
We also note that the Management Company is an SEC-registered investment adviser (CRD #298417). The Restructuring will require amendments to the Management Company's Form ADV, including Form ADV Part 2A brochure supplements, to reflect the changes in ownership, control persons, and key personnel. These regulatory filings fall within the scope of Calderwood & Harkness's engagement for this matter.
II. Delineation of Counsel Responsibilities
To ensure an efficient and orderly process, and to avoid any duplication of effort or confusion among the client team and the Fund's limited partners, we believe it is important to clearly delineate the respective responsibilities of our two firms. The following reflects our understanding of the agreed-upon allocation of responsibilities, which has been discussed with and approved by Marcus Aldridge and Priya Narayanan on behalf of the General Partner.
A. Calderwood & Harkness LLP — Restructuring Scope
Calderwood & Harkness will serve as lead counsel for the Restructuring and will be responsible for the following matters:
(a) New Entity Formation. All entity formation documentation for the new HoldCo and the intermediate entity to be interposed between HoldCo and the GP, including certificates of formation to be filed with the Delaware Secretary of State and the initial limited liability company agreements for each new entity.
(b) Amended and Restated Operating Agreements. Preparation of amended and restated LLC agreements for both Ardent Capital GP III LLC and Ardent Capital Management LLC, in each case reflecting the new ownership structure, revised governance provisions, and updated economic terms resulting from the Restructuring.
(c) Amendment to the Fund LPA. Preparation of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, reflecting the structural changes to the GP and related matters, including conforming amendments to Section 5.2 (Key Person), Section 8.3 (Transfer of GP Interest), and Section 9.4 (LPAC Consent), as well as any other provisions of the LPA that may require modification as a result of the Restructuring.
(d) GP Consent Resolutions. Drafting of member consent resolutions of Ardent Capital GP III LLC approving the Restructuring and authorizing the General Partner's entry into the relevant transaction documents.
(e) Economic Allocation Agreements. Preparation of the amended and restated carried interest allocation agreement and the management fee sharing and profit allocation agreement, each to be entered into at the HoldCo level, reflecting the realigned economics among the continuing and next-generation principals.
(f) Co-Investment Allocation Policy. Preparation of a revised co-investment allocation policy reflecting the new organizational structure and any changes in personnel responsible for allocation decisions.
(g) Separation and Release Documentation. Negotiation and documentation of separation and release agreements for each of the two departing principals, together with carry retention and clawback side letters, senior advisor agreements (if applicable), and all related negotiation correspondence with Whitford & Chase LLP on behalf of the departing principals.
(h) LPAC Consent Solicitation. Preparation of LPAC notification and consent solicitation letters, a detailed LPAC presentation memorandum describing the Restructuring and its rationale, and the form of written consent to be executed by LPAC members.
(i) LP Notification. Drafting of notification letters to all 47 limited partners of the Fund regarding the completed Restructuring, including appropriate disclosure regarding changes in ownership, key personnel, and economics.
(j) Side-Letter Compliance and Key-Person Analysis. Preparation of a comprehensive memorandum analyzing all 14 side letters entered into with limited partners of the Fund, identifying any provisions triggered by the Restructuring (including, without limitation, most favored nations, key-person, fee, transfer and restructuring consent, and co-investment provisions), and confirming compliance with all such provisions.
(k) Tax Structuring. Preparation of a tax structuring memorandum and a Section 704(b)/704(c) allocation analysis addressing the tax implications of the Restructuring, including the reallocation of carried interest and management fee economics. This work will be led by Sylvia Hartwell, a specialist tax partner at Calderwood & Harkness, in coordination with the balance of the deal team.
(l) SEC Regulatory Filings. Preparation of the amended Form ADV and updated Form ADV Part 2A brochure supplement for the Management Company, reflecting the changes in ownership, control persons, and key personnel resulting from the Restructuring.
(m) Closing Deliverables. Preparation of all closing deliverables, including a detailed closing checklist, closing certificate, and bring-down officer's certificate.
(n) Coordination with Auditor/Tax Advisor. Coordination with the Fund's independent auditor and tax advisor, Heathrow Whitman & Co. (Paul Devereux, engagement partner), regarding the tax reporting implications of the Restructuring, including any adjustments to capital account balances, carried interest allocations, and Schedule K-1 reporting for the Fund's limited partners.
B. Pemberton Hale LLP — Continuing Fund Counsel Scope
Pemberton Hale will continue to serve as fund counsel for Ardent Capital Partners III LP with respect to all matters outside the scope of the Restructuring, including, without limitation, the following:
(a) Routine Fund Operations. Ongoing administration of the limited partnership, including routine GP-level decisions, capital call and distribution mechanics, and related operational matters.
(b) Portfolio Company Transactions. All transactional matters relating to the Fund's 11 active portfolio companies, including acquisitions, dispositions, add-on investments, refinancings, and other portfolio company-level transactions.
(c) Ongoing LP Communications. Preparation of LP communications unrelated to the Restructuring, including routine quarterly and annual reports, capital call notices, distribution notices, and other standard communications.
(d) Routine Regulatory Compliance. Routine regulatory compliance matters for the Fund, other than the specific Form ADV amendment and related filings associated with the Restructuring, which will be handled by Calderwood & Harkness as described above.
(e) Side-Letter Administration. Ongoing administration and enforcement of side-letter obligations in the ordinary course, it being understood that Calderwood & Harkness will handle the one-time comprehensive compliance analysis of all side letters in connection with the Restructuring.
(f) Investment Period and Fund Term Matters. Any matters related to the investment period (which commenced June 30, 2019, and is scheduled to end June 30, 2025) and the Fund term (which expires December 31, 2029, subject to two one-year extensions at the GP's discretion), including any future decisions regarding extensions or wind-down planning.
C. Coordination Protocols
Given the interrelated nature of our respective scopes, it is important that our two firms maintain open lines of communication throughout the Restructuring. To that end, we propose the following coordination protocols:
(i) Calderwood & Harkness and Pemberton Hale will coordinate on any matters where our respective scopes may overlap, particularly with respect to LP communications and interpretation of the LPA. We are mindful that certain communications with limited partners may touch upon both Restructuring-related matters and ongoing fund operations, and we will work closely with your team to ensure that all such communications are consistent and appropriately coordinated.
(ii) Marcus Aldridge and Priya Narayanan have authorized both firms to share information relevant to their respective scopes, subject to applicable privilege considerations. To the extent that either firm believes that the sharing of particular information may implicate privilege or confidentiality concerns, the matter should be raised with the client promptly so that appropriate safeguards can be put in place.
(iii) Upon the closing of the Restructuring, Calderwood & Harkness will provide Pemberton Hale with copies of all executed Restructuring documents for Pemberton Hale's records and ongoing fund administration purposes. We expect this will include the executed LPA amendment, the new and amended operating agreements, the LPAC consent, the separation agreements (to the extent appropriate), and the amended Form ADV.
(iv) Both firms should endeavor to avoid duplicative work. Any questions regarding scope allocation or the appropriate assignment of a particular matter should be directed to Nicholas Stern at Calderwood & Harkness (nstern@calderwoodharkness.com; (212) 404-7150) or Victoria Langford at Pemberton Hale, as applicable.
III. Document Request
To commence our work on the Restructuring in an efficient and timely manner, Calderwood & Harkness respectfully requests that Pemberton Hale provide the following documents at its earliest convenience:
1. A fully executed copy of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, including all schedules and exhibits thereto, as in effect on the date hereof.
2. All 14 side letters entered into between Ardent Capital GP III LLC and the limited partners of the Fund. To the extent any confidentiality provisions in particular side letters restrict disclosure of certain terms, we would ask that redactions be limited to the extent reasonably practicable and that the following categories of provisions remain unredacted: most favored nations provisions, key-person provisions, fee-related provisions, transfer and restructuring consent provisions, and co-investment provisions.
3. The current LLC Agreement of Ardent Capital GP III LLC, together with any amendments or supplements thereto.
4. The current LLC Agreement of Ardent Capital Management LLC, together with any amendments or supplements thereto.
5. The Fund's subscription agreements, including the form of subscription agreement used during the fundraise and any material deviations from the form entered into with particular limited partners.
6. Any existing carried interest allocation or profit-sharing arrangements among the principals, whether set forth in a standalone agreement, a schedule to the GP or ManCo operating agreements, or otherwise.
7. Any existing co-investment allocation policies or guidelines applicable to the Fund.
8. The Fund's most recent annual report and quarterly report (the latter reflecting the September 30, 2023 valuation). We understand the Fund's current performance reflects a gross MOIC of approximately 1.42x, a net IRR of approximately 14.7%, unrealized value of approximately $2.33 billion, and realized proceeds of approximately $445 million. These reports will assist us in preparing the LPAC presentation memorandum and LP notification letters.
9. The placement agent agreement between Ardent Capital GP III LLC and Lockwood Placement Partners LLC (Sarah Fontaine, principal contact), including all schedules and exhibits, and in particular any tail-fee provisions that may be relevant to the Restructuring or that could be triggered by changes in the GP's ownership structure.
10. A current schedule of LPAC members. We understand the LPAC currently includes Ridgeline Public Employees' Retirement System, Crestwood Endowment Partners, Pinnacle Insurance Group, and Graystone Family Office LLC, though we would appreciate confirmation and identification of any additional members.
11. Any prior amendments to the LPA, the GP operating agreement, or the ManCo operating agreement, whether formal or by way of letter agreement, waiver, or consent.
We would ask that the foregoing documents be provided electronically — via secure file transfer or your firm's document-sharing platform — to the following members of the Calderwood & Harkness deal team:
• Nicholas Stern, Partner (nstern@calderwoodharkness.com)
• Owen Fischer, Lead Associate (ofischer@calderwoodharkness.com)
• Stephen Adler, Associate (sadler@calderwoodharkness.com)
IV. Client Contact Information
For your reference, the primary client contacts for the Restructuring are as follows:
• Marcus Aldridge, Co-Founder & Managing Partner
• Priya Narayanan, Co-Founder & Managing Partner
• Robert Hsiao, Partner
The principal office of the Ardent platform is located at 590 Madison Avenue, 28th Floor, New York, NY 10022. We also note, for entity formation and registered agent purposes, that the General Partner's registered agent is Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904.
V. Closing
We very much appreciate Pemberton Hale's cooperation and look forward to a productive working relationship between our two firms throughout the Restructuring process. We recognize the depth of institutional knowledge that your team has accumulated as formation and ongoing fund counsel for Ardent Capital Partners III LP, and we expect that our coordination will contribute meaningfully to the quality and efficiency of the work product on both sides.
We anticipate that the Restructuring will be completed within the next several months, with a target of achieving LPAC consent and executing definitive documentation by the end of the first quarter of 2024. Calderwood & Harkness will keep Pemberton Hale informed of key milestones as the Restructuring progresses.
Please do not hesitate to contact me directly at (212) 404-7150 or nstern@calderwoodharkness.com with any questions regarding scope delineation, the document request set forth above, or the Restructuring generally. We look forward to working with you and your team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nicholas Stern Partner
One Vanderbilt Avenue, 44th Floor New York, NY 10017 Telephone: (212) 404-7150
Email: nstern@calderwoodharkness.com
cc:
Marcus Aldridge, Ardent Capital Partners Priya Narayanan, Ardent Capital Partners Graham Sutherland, Calderwood & Harkness LLP (billing partner) Owen Fischer, Calderwood & Harkness LLP (lead associate) Stephen Adler, Calderwood & Harkness LLP (working associate) Sylvia Hartwell, Calderwood & Harkness LLP (specialist partner, Tax)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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