1001-00002 · Ardent Capital Management LLC · Departing Principals

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SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (this "Agreement") is made and entered into as of February 28, 2024 (the "Execution Date"), by and among:

ARDENT CAPITAL GP III LLC, a Delaware limited liability company (the "General Partner" or "GP"), with its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022, and its registered agent at Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904;

ARDENT CAPITAL MANAGEMENT LLC, a Delaware limited liability company and SEC-registered investment adviser (CRD #298417) (the "Management Company" or "ManCo"), with its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022;

(the General Partner and the Management Company, each individually a "Company Party" and collectively the "Company Parties"); and

JOANNA TRASK, an individual residing in the State of New York (the "Departing Principal" or "Trask").

The Company Parties and Trask are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the General Partner serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"), a private equity fund with approximately $2.8 billion in total commitments from forty-seven (47) limited partners;

WHEREAS, the Management Company serves as the investment adviser and manager of the Fund and provides investment advisory, management, and administrative services to the Fund pursuant to the Investment Management Agreement, dated as of April 15, 2019, by and between the Management Company and the Fund;

WHEREAS, Trask has been a Partner of the Ardent Capital platform since 2013 and currently holds a twelve percent (12%) membership interest in the General Partner and a twelve percent (12%) membership interest in the Management Company;

WHEREAS, Trask currently holds a twelve percent (12%) share of the carried interest in the Fund and a twelve percent (12%) share of the Management Company profit distributions;

WHEREAS, Trask has determined to voluntarily depart the Ardent Capital platform, effective as of April 15, 2024 (the "Departure Date"), and the Parties desire to memorialize the terms and conditions of such departure;

WHEREAS, Trask has been represented by independent counsel, Whitford & Chase LLP (Richard Beaulieu, Partner; Hannah Polk, Associate), 200 Park Avenue, Suite 4200, New York, New York 10166, in connection with the negotiation and execution of this Agreement, and Trask has had a full and fair opportunity to consult with such counsel regarding the terms, conditions, and legal implications of this Agreement;

WHEREAS, the Company Parties are simultaneously undertaking a restructuring of their management company and general partner entities, including the formation of Ardent Capital Holdings LLC ("HoldCo") and Ardent GP Intermediate LLC ("GP Intermediate"), and a reallocation of economics among the remaining and next-generation principals (the "Restructuring"), which Restructuring is being implemented concurrently with Trask's departure;

WHEREAS, the Parties desire to set forth the terms and conditions of Trask's separation from the Company Parties, including, without limitation, the treatment of her carried interest, management fee profit share, GP commitment, restrictive covenants, and mutual release of claims, in a manner that is fair and equitable to all Parties and that facilitates an orderly transition; and

WHEREAS, each Party has had the opportunity to review this Agreement, to negotiate its terms, and to consult with counsel of its or her choosing, and each Party enters into this Agreement voluntarily and with full knowledge of its terms and consequences.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the LPA or, if not defined in the LPA, in the applicable GP LLC Agreement or ManCo LLC Agreement.

"Accrued Carried Interest" means the carried interest accrued as of September 30, 2023, in the aggregate amount of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000) for the Fund, as calculated by the Fund's administrator, Ashford Data Systems, and confirmed by the Fund's auditor, Heathrow Whitman & Co., in connection with the Fund's September 30, 2023 interim financial statements.

"Clawback Obligation" means the obligation of the recipients of carried interest distributions to return excess carried interest distributions to the Fund, as defined in and subject to the terms of Article 8 of the LPA.

"Clawback Period" has the meaning set forth in Section 4.1 of this Agreement.

"Company Parties" has the meaning set forth in the preamble to this Agreement.

"Company Released Parties" has the meaning set forth in Section 10.1 of this Agreement.

"Confidential Information" has the meaning set forth in Section 11.1 of this Agreement.

"Departure Date" means April 15, 2024.

"Escrow Account" means the carried interest escrow account established and maintained pursuant to Section 8.4 of the LPA at Greaves Bancorp, Account No. [on file], for the purpose of securing the Clawback Obligation of the carried interest recipients.

"Execution Date" means February 28, 2024.

"Forfeited Carry" means, collectively, the Forfeited Vested Carry and the Forfeited Unvested Carry, as defined in Section 3.3 of this Agreement.

"Forfeited Unvested Carry" has the meaning set forth in Section 3.3(b) of this Agreement.

"Forfeited Vested Carry" has the meaning set forth in Section 3.3(a) of this Agreement.

"Fund" means Ardent Capital Partners III LP, a Delaware limited partnership (EIN 84-3291057), formed pursuant to the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on March 22, 2019.

"GP Commitment" means the General Partner's one and one-half percent (1.5%) commitment to the Fund in the aggregate amount of Forty-Two Million Dollars ($42,000,000), as set forth in Section 3.1 of the LPA.

"GP Intermediate" means Ardent GP Intermediate LLC, a Delaware limited liability company (EIN 93-4718503), formed in connection with the Restructuring.

"GP LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated as of April 15, 2019, as amended, and, following the execution hereof, the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated as of the Execution Date.

"HoldCo" means Ardent Capital Holdings LLC, a Delaware limited liability company (EIN 93-1847225), formed in connection with the Restructuring.

"Investment Period" means the period commencing on June 30, 2019 and ending on June 30, 2025, as defined in Section 1.1 of the LPA.

"LPA" means the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of April 15, 2019, as amended from time to time.

"ManCo LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, dated as of April 15, 2019, as amended, and, following the execution hereof, the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, dated as of the Execution Date.

"Preferred Return" means the preferred return of eight percent (8%) per annum, compounded annually, as set forth in Section 7.2(b) of the LPA.

"Remaining Principals" means Marcus Aldridge, Priya Narayanan, and Robert Hsiao.

"Restructuring" means the management company restructuring and economics realignment being undertaken simultaneously with the transactions contemplated by this Agreement, including the formation of HoldCo and GP Intermediate, the substitution of GP Intermediate as the sole member of the GP, and the substitution of HoldCo as the sole member of the ManCo.

"Retained Carry" has the meaning set forth in Section 3.2 of this Agreement.

"Separation Payment" has the meaning set forth in Section 7.1 of this Agreement.

"Trask Carry Percentage" means twelve percent (12%) of the total carried interest pool of the Fund, being the percentage of carried interest allocated to Trask pursuant to the Carried Interest Allocation Agreement dated as of April 15, 2019.

"Trask GP Commitment" means Five Million Forty Thousand Dollars ($5,040,000), being twelve percent (12%) of the total GP Commitment of Forty-Two Million Dollars ($42,000,000).

"Trask Released Parties" has the meaning set forth in Section 10.2 of this Agreement.

"Unvested Carry" means that portion of the carried interest allocable to Trask that has not yet vested under the applicable vesting schedule set forth in the Carried Interest Allocation Agreement, as determined by the Company Parties in their reasonable discretion.

"Vested Carry" means that portion of the carried interest allocable to Trask that has vested under the applicable vesting schedule set forth in the Carried Interest Allocation Agreement, as determined by the Company Parties in their reasonable discretion and confirmed by reference to the Fund's books and records.

All other capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the LPA, the GP LLC Agreement, or the ManCo LLC Agreement, as applicable. In the event of any conflict between the definitions set forth in this Agreement and those set forth in any other document, the definitions set forth in this Agreement shall control for purposes of this Agreement.

ARTICLE II — WITHDRAWAL AND CESSATION OF MEMBERSHIP

Section 2.1. Withdrawal from the General Partner. Effective as of the Departure Date, Trask shall be deemed to have withdrawn as a member of Ardent Capital GP III LLC in accordance with Section 7.3 of the GP LLC Agreement. Her twelve percent (12%) membership interest in the GP shall be cancelled and retired, and she shall be removed from the GP's register of members. From and after the Departure Date, Trask shall have no further rights, obligations, or liabilities as a member of the GP, whether arising under the GP LLC Agreement, the Delaware Limited Liability Company Act, or otherwise, except as expressly set forth in this Agreement and the Carry Retention and Clawback Side Letter entered into contemporaneously herewith (the "Carry Side Letter"). The Company Parties shall cause the GP's books and records to be updated to reflect Trask's withdrawal and the cancellation of her membership interest within five (5) business days following the Departure Date.

Section 2.2. Withdrawal from the Management Company. Effective as of the Departure Date, Trask shall be deemed to have withdrawn as a member of Ardent Capital Management LLC in accordance with Section 7.3 of the ManCo LLC Agreement. Her twelve percent (12%) membership interest in the ManCo shall be cancelled and retired, and she shall be removed from the ManCo's register of members. From and after the Departure Date, Trask shall have no further rights, obligations, or liabilities as a member of the ManCo, whether arising under the ManCo LLC Agreement, the Delaware Limited Liability Company Act, or otherwise, except as expressly set forth in this Agreement. The Company Parties shall cause the ManCo's books and records to be updated to reflect Trask's withdrawal and the cancellation of her membership interest within five (5) business days following the Departure Date. All rights to ManCo profit distributions shall cease as of the Departure Date, subject to Section 2.3 below.

Section 2.3. Cessation of ManCo Economics. Trask's entitlement to any portion of the Management Company Profit Share (currently approximately Two Million Sixty Thousand Dollars ($2,060,000) per annum, being twelve percent (12%) of the approximately Seventeen Million One Hundred Fifty Thousand Dollars ($17,150,000) annual ManCo Profit Share) shall terminate effective as of the Departure Date. Notwithstanding the foregoing, Trask shall receive a pro rata share of ManCo Profit Share distributions for the period from January 1, 2024 through April 15, 2024 (one hundred and six (106) days), calculated based on her twelve percent (12%) interest and the number of days elapsed during such period, which pro rata share is estimated to be approximately Five Hundred Ninety-Eight Thousand Dollars ($598,000), subject to final reconciliation by the ManCo's accountants. Such pro rata distribution shall be paid to Trask within sixty (60) days following the Departure Date, or at such earlier time as ManCo distributions are made in the ordinary course for the first quarter of 2024. Trask shall have no entitlement to any ManCo Profit Share distributions attributable to any period following the Departure Date.

Section 2.4. Execution of Amended Governing Documents. Trask agrees to execute, simultaneously with or promptly following the execution of this Agreement, each of the following documents:

(a) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated as of February 28, 2024, reflecting, among other things, Trask's withdrawal as a member and the substitution of Ardent GP Intermediate LLC as the sole member of the GP;

(b) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, dated as of February 28, 2024, reflecting, among other things, Trask's withdrawal as a member and the substitution of HoldCo as the sole member of the ManCo; and

(c) the Member Consent Resolutions of Ardent Capital GP III LLC and Ardent Capital Management LLC, each dated as of February 28, 2024, approving and authorizing the transactions contemplated by this Agreement, the Restructuring, and the execution and delivery of the amended governing documents referenced in subsections (a) and (b) above.

Trask further agrees to execute such additional documents, instruments, certificates, or consents as may be reasonably requested by the Company Parties in connection with the Restructuring and the transactions contemplated by this Agreement, provided that such documents are consistent with the terms and conditions of this Agreement and do not impose any additional obligations on Trask beyond those set forth herein.

Section 2.5. No Further Authority. Effective as of the Departure Date, Trask shall have no authority to act on behalf of, or bind, the Fund, the GP, the ManCo, HoldCo, GP Intermediate, or any of their respective affiliates in any manner whatsoever. Trask shall not hold herself out as a member, partner, officer, agent, or representative of any of the foregoing entities after the Departure Date. During the period between the Execution Date and the Departure Date, Trask shall not take any action on behalf of the Fund, the GP, or the ManCo that is outside the ordinary course of business or inconsistent with the transition plan agreed upon by the Parties, without the prior written consent of Marcus Aldridge, in his capacity as Managing Member of the GP and the ManCo.

ARTICLE III — CARRIED INTEREST

Section 3.1. Vested Carry. The Parties acknowledge and agree that, as of September 30, 2023, Trask's total vested carried interest in the Fund is Ten Million Five Hundred Twelve Thousand Dollars ($10,512,000), being twelve percent (12%) of the aggregate Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000), as set forth in detail in Exhibit A attached hereto. The Parties further acknowledge that this amount is subject to future appreciation, depreciation, and adjustment based on the performance of the Fund's portfolio investments, changes in the fair market value of unrealized investments, and the actual proceeds realized upon the disposition of portfolio investments. The accrued carried interest figure of $87,600,000 reflects valuations as of the September 30, 2023 reporting period and is based on the Fund's internal valuation methodology, as reviewed by the Fund's auditor, Heathrow Whitman & Co. The Parties acknowledge that such valuations are inherently uncertain and that actual realized carried interest may be materially higher or lower than the accrued amount.

Section 3.2. Retained Carry. Subject to the terms and conditions of this Agreement and the Carry Side Letter, Trask shall retain sixty percent (60%) of her vested carried interest (the "Retained Carry"), equal to Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200), as calculated based on accrued carry as of September 30, 2023 and as set forth in Exhibit A. The Retained Carry represents Trask's continuing economic interest in the carried interest of the Fund with respect to investments in which carried interest had vested prior to the Departure Date. The Retained Carry shall be subject to adjustment, upward or downward, based on actual Fund performance, in accordance with the waterfall mechanics of the LPA and the terms of the Carry Side Letter.

Section 3.3. Forfeited Carry. Trask shall forfeit, without further consideration, each of the following:

(a) Forty percent (40%) of her vested carried interest, equal to Four Million Two Hundred Four Thousand Eight Hundred Dollars ($4,204,800) as calculated based on accrued carry as of September 30, 2023 (the "Forfeited Vested Carry"); and

(b) One hundred percent (100%) of her unvested carried interest (the "Forfeited Unvested Carry"), the amount of which shall be determined based on the applicable vesting schedule set forth in the Carried Interest Allocation Agreement and which, for the avoidance of doubt, includes all carried interest that would have been allocable to Trask with respect to future vesting periods but for her departure.

The Forfeited Vested Carry and the Forfeited Unvested Carry (collectively, the "Forfeited Carry") shall be automatically and irrevocably forfeited by Trask as of the Departure Date and shall be reallocated among the remaining and next-generation principals in accordance with the Amended and Restated Carried Interest Allocation Agreement to be entered into as part of the Restructuring. Trask acknowledges and agrees that the forfeiture of the Forfeited Carry is a material term of this Agreement and that the consideration provided to Trask under this Agreement, including the Retained Carry, the Separation Payment, and the other benefits set forth herein, constitutes full and adequate consideration for such forfeiture.

Section 3.4. Carried Interest Distributions. Trask's Retained Carry shall be payable to her in accordance with the waterfall mechanics of the LPA, including the twenty percent (20%) carried interest allocation, subject to the eight percent (8%) Preferred Return and full catch-up provisions set forth in Section 7.2 of the LPA. Distributions of Retained Carry shall be paid through Ardent GP Intermediate LLC, which shall serve as the distribution conduit for carried interest payments to Trask following the Restructuring. The timing and mechanics of such distributions, including any interim distribution schedules, reporting obligations, and dispute resolution procedures with respect to carried interest calculations, shall be as set forth in the Carry Side Letter. The Company Parties shall use commercially reasonable efforts to cause carried interest distributions to be made to Trask in a timely manner and on the same schedule as distributions are made to the Remaining Principals and next-generation principals with respect to their respective carried interest allocations. Trask shall have the right, at her expense, to review the Fund's carried interest calculations with respect to her Retained Carry and to request reasonable supporting documentation from the Fund's administrator and auditor.

Section 3.5. No Further Carry Accrual. Effective as of the Departure Date, Trask shall have no right to any carried interest attributable to investments made after the Departure Date or to any appreciation in the Fund's portfolio occurring after the Departure Date, except to the extent that her Retained Carry reflects her proportionate share of Fund performance on investments in which carried interest had vested prior to the Departure Date. For the avoidance of doubt, Trask shall not be entitled to any share of carried interest arising from (i) new investments made by the Fund after the Departure Date, (ii) follow-on investments in existing portfolio companies made after the Departure Date, or (iii) any successor fund or parallel fund managed by the Company Parties or their affiliates. The foregoing limitation shall not affect Trask's entitlement to distributions in respect of her Retained Carry based on the performance of investments in which her carried interest had vested prior to the Departure Date, including the ultimate realization of such investments.

ARTICLE IV — CLAWBACK OBLIGATION

Section 4.1. Continuation of Clawback. Notwithstanding Trask's withdrawal from the GP and the ManCo, Trask's Clawback Obligation under the LPA with respect to her Retained Carry shall continue for a period of two (2) years following the Departure Date (the "Clawback Period"), commencing on April 15, 2024 and expiring on April 15, 2026. During the Clawback Period, Trask shall remain subject to the clawback provisions set forth in Article 8 of the LPA, as modified by this Article IV and the Carry Side Letter. The Company Parties shall provide Trask with prompt written notice of any clawback event or potential clawback event during the Clawback Period, including the amount of any clawback obligation allocable to Trask and the basis for such determination.

Section 4.2. Scope of Clawback. During the Clawback Period, Trask shall remain obligated under the joint and several clawback provisions of the LPA in respect of her Retained Carry only and not in respect of the Forfeited Carry. For the avoidance of doubt, Trask's maximum clawback exposure shall be limited to amounts actually distributed to Trask in respect of her Retained Carry (including any distributions received prior to the Departure Date that are attributable to carry that is included within the Retained Carry). In no event shall Trask's clawback obligation exceed the aggregate amount of carried interest distributions actually received by Trask (net of taxes paid or payable by Trask with respect to such distributions, calculated at the highest applicable combined federal, state, and local tax rate), and in no event shall Trask be liable for any clawback obligation in respect of carried interest that has been forfeited pursuant to Section 3.3 of this Agreement. The Company Parties acknowledge and agree that Trask's clawback obligation is several and not joint with respect to the Forfeited Carry, and that the Remaining Principals and next-generation principals who receive the reallocation of the Forfeited Carry shall assume the corresponding clawback obligations with respect thereto.

Section 4.3. Release After Clawback Period. Upon expiration of the Clawback Period on April 15, 2026 and the satisfaction (or waiver by the Company Parties) of any outstanding clawback obligations then existing, Trask's Clawback Obligation shall be fully and finally released and discharged, and Trask shall have no further clawback liability to the Fund, the GP, the ManCo, HoldCo, GP Intermediate, or any of their affiliates, successors, or assigns. Within thirty (30) days following the expiration of the Clawback Period (or, if later, the date on which all outstanding clawback obligations have been satisfied or waived), the Company Parties shall execute and deliver to Trask a written release in form and substance reasonably satisfactory to Trask, confirming the release of Trask's Clawback Obligation, and shall cause the Fund's records and books to be updated accordingly. The Company Parties shall also take such additional actions and execute such additional documents as may be reasonably necessary to evidence and effectuate such release.

ARTICLE V — CARRIED INTEREST ESCROW

Section 5.1. Existing Escrow Balance. The Parties acknowledge and agree that, as of the Execution Date, Trask's carried interest escrow balance is Three Million One Hundred Fifty Thousand Dollars ($3,150,000), representing thirty percent (30%) of prior carried interest distributions attributable to Trask and held in the Escrow Account in accordance with Section 8.4 of the LPA. The Escrow Account is maintained at Greaves Bancorp, and is administered by the General Partner in accordance with the terms of the LPA and the Escrow Agreement dated as of April 15, 2019.

Section 5.2. Adjusted Escrow Amount. In light of the forfeiture of a portion of Trask's vested carried interest pursuant to Section 3.3 of this Agreement, the Parties agree that the escrow balance attributable to Trask shall be adjusted to One Million Eight Hundred Ninety-Two Thousand One Hundred Sixty Dollars ($1,892,160), representing thirty percent (30%) of the Retained Carry amount of Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200). The adjusted escrow amount is calculated as set forth in Exhibit A attached hereto.

Section 5.3. Partial Escrow Release. Promptly following the Departure Date, and in any event within sixty (60) days thereof (i.e., on or before June 14, 2024), the Company Parties shall cause the release to Trask of One Million Two Hundred Fifty-Seven Thousand Eight Hundred Forty Dollars ($1,257,840) from the Escrow Account, representing the excess of the existing escrow balance over the adjusted escrow amount ($3,150,000 minus $1,892,160 = $1,257,840). Such release shall be made by wire transfer of immediately available funds to the account designated by Trask in Exhibit C attached hereto, or to such other account as Trask may designate in writing to the Company Parties not less than five (5) business days prior to the date of release. The Company Parties shall provide Trask with a written statement confirming the escrow release, the amount released, and the remaining escrow balance.

Section 5.4. Maintenance of Adjusted Escrow. The adjusted escrow balance of One Million Eight Hundred Ninety-Two Thousand One Hundred Sixty Dollars ($1,892,160) shall remain in the Escrow Account for the duration of the Clawback Period (through April 15, 2026), subject to adjustment in the event of (a) additional carried interest distributions made to Trask during the Clawback Period, in which case the escrow balance shall be increased by thirty percent (30%) of any such additional distributions, or (b) clawback events during the Clawback Period, in which case funds may be withdrawn from the Escrow Account to satisfy Trask's Clawback Obligation in accordance with the LPA and the Carry Side Letter. The Company Parties shall provide Trask with quarterly statements of the Escrow Account balance and any additions to or withdrawals from the Escrow Account during the Clawback Period, within thirty (30) days following the end of each calendar quarter.

Section 5.5. Release Upon Expiration. Upon expiration of the Clawback Period on April 15, 2026 and the satisfaction (or waiver by the Company Parties) of any outstanding clawback obligations, the remaining escrow balance shall be released to Trask within thirty (30) days. Such release shall be made by wire transfer of immediately available funds to the account designated by Trask in writing. In the event that any portion of the escrow balance has been applied to satisfy clawback obligations during the Clawback Period, the Company Parties shall provide Trask with a detailed written accounting of all such applications, together with supporting documentation reasonably requested by Trask.

ARTICLE VI — GP COMMITMENT

Section 6.1. Trask's GP Commitment. The Parties acknowledge and agree that Trask's share of the total GP Commitment to the Fund is Five Million Forty Thousand Dollars ($5,040,000), being twelve percent (12%) of the total GP Commitment of Forty-Two Million Dollars ($42,000,000), as set forth in detail in Exhibit B attached hereto.

Section 6.2. Funded Commitment. As of the Execution Date, Trask has funded Three Million Five Hundred Twenty-Eight Thousand Dollars ($3,528,000) of her GP Commitment, reflecting the seventy percent (70%) of total capital that has been called by the Fund as of the Execution Date ($5,040,000 multiplied by 70% = $3,528,000). The funded amount has been contributed by Trask to the Fund through the GP in connection with capital calls issued by the GP from time to time during the period from June 30, 2019 through the Execution Date.

Section 6.3. Unfunded Commitment. As of the Execution Date, Trask's remaining unfunded GP Commitment is One Million Five Hundred Twelve Thousand Dollars ($1,512,000), being the difference between the total Trask GP Commitment of $5,040,000 and the funded amount of $3,528,000 ($5,040,000 minus $3,528,000 = $1,512,000).

Section 6.4. Assumption of Unfunded Commitment. Upon the Departure Date, Trask's unfunded GP Commitment of One Million Five Hundred Twelve Thousand Dollars ($1,512,000) shall be assumed by the remaining members of HoldCo on a pro rata basis in accordance with their post-Restructuring membership percentages, as set forth in the following schedule:

Any rounding adjustments necessary to ensure that the aggregate assumed unfunded commitment equals exactly $1,512,000 shall be allocated to Marcus Aldridge. Each assuming member shall execute an assumption agreement or other instrument reasonably satisfactory to the GP and the Fund to evidence such assumption. From and after the Departure Date, each assuming member shall be obligated to fund its respective portion of the assumed unfunded commitment in response to capital calls issued by the GP in accordance with the LPA.

Section 6.5. Funded Commitment — Return of Capital. Trask's funded GP Commitment of Three Million Five Hundred Twenty-Eight Thousand Dollars ($3,528,000) shall be treated in accordance with the terms of the LPA. Trask shall be entitled to the return of contributed capital attributable thereto in the ordinary course of Fund distributions, subject to the waterfall provisions set forth in Section 7.2 of the LPA, the Clawback Obligation, and the other terms and conditions of the LPA. For the avoidance of doubt, the return of Trask's funded GP Commitment shall be made through the distribution waterfall of the LPA and shall be subject to the same distribution priorities, timing, and conditions as apply to other capital contributions made by the GP. The Company Parties shall cause the Fund's records to reflect Trask's continuing interest in the return of her funded GP Commitment and shall provide Trask with timely notice of all distributions attributable to her funded GP Commitment.

Section 6.6. Release of Capital Call Obligations. Effective as of the Departure Date, Trask shall have no further obligation to fund capital calls with respect to the Fund, whether arising under the LPA, the GP LLC Agreement, or otherwise. The Company Parties shall cause the Fund's records and the GP's records to be updated to reflect the release of Trask's unfunded capital call obligations and the assumption thereof by the members of HoldCo as set forth in Section 6.4 above. Trask shall not be deemed to be in default under the LPA or the GP LLC Agreement by reason of her failure to fund any capital call issued after the Departure Date.

ARTICLE VII — SEPARATION PAYMENT

Section 7.1. Separation Payment. In consideration of the covenants and agreements set forth herein, including without limitation the restrictive covenants set forth in Article IX and the mutual release set forth in Article X, and in recognition of Trask's contributions to the Ardent Capital platform during her tenure, the Company Parties shall pay to Trask a lump-sum separation payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the "Separation Payment"). The Separation Payment is in addition to, and not in lieu of, Trask's entitlements under the other provisions of this Agreement, including the Retained Carry, the pro rata ManCo Profit Share through the Departure Date, the return of funded GP Commitment, and the escrow release.

Section 7.2. Timing of Payment. The Separation Payment shall be made within thirty (30) days following the Departure Date (i.e., on or before May 15, 2024), by wire transfer of immediately available funds to the account designated by Trask in Exhibit C attached hereto, or to such other account as Trask may designate in writing to the Company Parties not less than five (5) business days prior to the date of payment. The Company Parties' obligation to make the Separation Payment is unconditional and shall not be subject to any offset, deduction, or counterclaim, except to the extent required by applicable law.

Section 7.3. Tax Treatment. The Separation Payment shall be treated as ordinary income to Trask for federal, state, and local income tax purposes. The Company Parties shall issue an IRS Form 1099-NEC or other applicable tax form to Trask reflecting the Separation Payment for the taxable year in which the Separation Payment is made. No withholding shall be applied to the Separation Payment, and Trask shall be solely responsible for all tax obligations arising from the Separation Payment, including federal, state, and local income taxes, self-employment taxes (if applicable), and any penalties or interest thereon. Trask agrees to indemnify and hold harmless the Company Parties from and against any tax liability, penalty, or interest arising from Trask's failure to timely pay any taxes owed in connection with the Separation Payment.

Section 7.4. No Other Payments. Except as expressly provided in this Agreement — including the Separation Payment (Section 7.1), the Retained Carry (Article III), the pro rata ManCo Profit Share through the Departure Date (Section 2.3), the return of funded GP Commitment (Section 6.5), and the escrow release (Section 5.3) — Trask shall not be entitled to any further compensation, bonus, distribution, profit share, carried interest, management fee share, or other payment or economic benefit of any kind from the Company Parties, the Fund, HoldCo, GP Intermediate, or any of their respective affiliates, whether arising under the GP LLC Agreement, the ManCo LLC Agreement, the LPA, the Carried Interest Allocation Agreement, or any other agreement, arrangement, or understanding, whether written or oral, express or implied.

ARTICLE VIII — TRANSITION OBLIGATIONS

Section 8.1. Transition Period. During the period from the Execution Date through the Departure Date (the "Transition Period"), Trask shall cooperate with the Company Parties in the orderly transition of her responsibilities, including providing information and assistance regarding the eleven (11) active portfolio companies of the Fund and any pending investment activities, due diligence processes, or other matters in which Trask has been involved. Trask shall make herself reasonably available during the Transition Period to meet with the Remaining Principals, the next-generation principals, and other personnel of the Company Parties, and to participate in transition meetings, portfolio review sessions, and knowledge-transfer activities, in each case at mutually agreed times and at the offices of the Company Parties or by videoconference. Trask shall use her reasonable best efforts to ensure a smooth and complete handoff of all active matters to the appropriate members of the investment team.

Section 8.2. Return of Property. On or before the Departure Date, Trask shall return to the Company Parties all property of the Fund, the GP, the ManCo, HoldCo, GP Intermediate, and their affiliates and portfolio companies, including without limitation all documents (whether in physical or electronic form), files, records, memoranda, correspondence, notes, presentations, spreadsheets, financial models, data room materials, keys, access cards, security badges, electronic devices (including laptops, tablets, and mobile phones provided by the Company Parties), credit cards, and any and all confidential or proprietary information in Trask's possession or control. Trask shall permanently delete all electronic copies of Confidential Information from her personal devices and accounts, to the extent reasonably practicable, and shall certify in writing to the Company Parties that she has complied with this obligation. Notwithstanding the foregoing, Trask may retain (i) copies of documents relating to her personal tax and financial records, (ii) copies of this Agreement and the related transaction documents, and (iii) her personal contacts and personal correspondence, in each case to the extent such materials do not contain Confidential Information of the Company Parties, the Fund, or their portfolio companies.

Section 8.3. Cooperation. Following the Departure Date, Trask shall, upon reasonable request by the Company Parties and at mutually convenient times, reasonably cooperate with the Company Parties in connection with any regulatory inquiries, examinations, audits, litigation, arbitration, or other proceedings (whether pending, threatened, or reasonably anticipated) relating to the Fund, the GP, the ManCo, or any portfolio company, to the extent that such matters relate to activities during Trask's tenure as a member of the GP or the ManCo. Such cooperation shall include, without limitation, providing information and documents, making herself available for interviews and meetings, and, if necessary, providing testimony or declarations. The Company Parties shall reimburse Trask for all reasonable and documented out-of-pocket expenses incurred by her in connection with such cooperation, including travel expenses and reasonable attorneys' fees incurred with Trask's own counsel to the extent Trask reasonably determines that separate representation is advisable. The Company Parties shall use commercially reasonable efforts to minimize the burden on Trask in connection with any cooperation requests under this Section 8.3.

ARTICLE IX — RESTRICTIVE COVENANTS

Section 9.1. Non-Competition. For a period of twelve (12) months following the Departure Date (i.e., through April 15, 2025) (the "Non-Compete Period"), Trask shall not, directly or indirectly, whether individually or as a principal, partner, member, manager, stockholder, director, officer, employee, agent, consultant, advisor, or in any other capacity, own, manage, operate, control, be employed by, consult for, participate in, or be connected with any business, fund, investment vehicle, or other enterprise that pursues an investment strategy substantially similar to that of the Fund (i.e., control investments in middle-market industrial and business-services companies with enterprise values between $200 million and $1.5 billion). For the avoidance of doubt, the restrictions in this Section 9.1 shall apply to (a) serving as a general partner, investment advisor, or manager of any competing fund, (b) joining or being associated with any other private equity firm or platform that pursues a substantially similar investment strategy, and (c) raising capital from investors for any competing fund or investment vehicle. The permitted activities set forth in Exhibit D attached hereto shall not be deemed to violate this Section 9.1.

Section 9.2. Non-Solicitation of Employees. For a period of eighteen (18) months following the Departure Date (i.e., through October 15, 2025) (the "Employee Non-Solicit Period"), Trask shall not, directly or indirectly, whether individually or through any other person, firm, corporation, or other entity, solicit, recruit, hire, engage, retain, or encourage the departure of any employee, consultant, or independent contractor of the Company Parties or any of their affiliates (including HoldCo, GP Intermediate, and the Fund), or otherwise interfere with the employment or engagement relationship between the Company Parties (or their affiliates) and any such person. As of the Departure Date, the ManCo employs approximately sixty-two (62) professionals across its investment, operations, investor relations, compliance, legal, and administrative functions. The restrictions in this Section 9.2 shall not apply to (a) general solicitations of employment not specifically targeted at employees of the Company Parties (such as job postings on Westmark Health IT, online job boards, or in publications of general circulation), provided that Trask does not otherwise encourage specific individuals to respond to such general solicitations, or (b) the hiring of any person whose employment or engagement with the Company Parties has been terminated (other than by resignation solicited by Trask) for at least six (6) months prior to such hiring.

Section 9.3. Non-Solicitation of Limited Partners. For a period of eighteen (18) months following the Departure Date (i.e., through October 15, 2025) (the "LP Non-Solicit Period"), Trask shall not, directly or indirectly, whether individually or through any other person, firm, corporation, or other entity, solicit, contact, or communicate with any limited partner of the Fund (or any affiliate thereof) for the purpose of (a) inducing such limited partner to withdraw from, reduce, or fail to fund its commitment to the Fund, (b) soliciting an investment from such limited partner in any competing fund, investment vehicle, or alternative investment strategy, or (c) otherwise interfering with or undermining the business relationship between the Company Parties and such limited partner. The Fund currently has forty-seven (47) limited partners, including endowments, pension funds, sovereign wealth funds, family offices, and other institutional investors. The restrictions in this Section 9.3 shall not prohibit Trask from (i) engaging in social or personal communications with individuals who happen to be employees or representatives of limited partners, provided such communications do not involve the solicitation or activities described in clauses (a) through (c) above, or (ii) after the expiration of the LP Non-Solicit Period, soliciting investments from any person, including former limited partners of the Fund.

Section 9.4. Reasonable Restrictions. The Parties acknowledge and agree that the restrictive covenants set forth in this Article IX are reasonable and necessary to protect the legitimate business interests of the Company Parties and the Fund, including the protection of confidential information, trade secrets, client and investor relationships, employee relationships, and goodwill. The Parties further acknowledge and agree that the time periods, geographic scope, and scope of restricted activities specified in this Article IX are reasonable and proportionate to the interests being protected, taking into account the nature and scope of Trask's involvement with the Ardent Capital platform, the consideration provided to Trask under this Agreement, and the competitive landscape of the private equity industry. If any court or arbitrator of competent jurisdiction determines that any provision of this Article IX is unreasonable or unenforceable in any respect, such provision shall be reformed and modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Article IX shall remain in full force and effect.

Section 9.5. Remedies. Trask acknowledges and agrees that a breach of any of the restrictive covenants set forth in this Article IX would cause irreparable harm to the Company Parties and the Fund for which money damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of any provision of this Article IX, the Company Parties shall be entitled, in addition to all other remedies available at law or in equity (including damages), to seek temporary, preliminary, and permanent injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond or other security. The exercise of any remedy by the Company Parties shall not constitute an election of remedies or a waiver of any other remedy. In the event that any court or arbitrator determines that Trask has breached any of the restrictive covenants set forth in this Article IX, the applicable restricted period shall be extended by the duration of the breach.

ARTICLE X — MUTUAL GENERAL RELEASE

Section 10.1. Release by Trask. Effective as of the Execution Date, Trask, for herself and her heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally releases and forever discharges the Company Parties, the Fund, HoldCo, GP Intermediate, and each of their respective past, present, and future members, managers, partners (general and limited), officers, directors, employees, agents, counsel, advisors, administrators, representatives, affiliates, successors, and assigns (collectively, the "Company Released Parties") from any and all claims, demands, causes of action, suits, controversies, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, agreements, promises, damages, judgments, losses, liabilities, obligations, costs, and expenses (including attorneys' fees) of every kind and nature, whether at law, in equity, or otherwise, whether known or unknown, suspected or unsuspected, asserted or unasserted, matured or unmatured, contingent or vested, liquidated or unliquidated, arising out of or relating to Trask's membership in the GP or the ManCo, her employment or engagement with the Company Parties or the Fund, or her separation therefrom, from the beginning of time through the Execution Date. This release includes, without limitation, any claims arising under federal, state, or local law, including any claims of breach of contract, breach of fiduciary duty, fraud, negligence, tortious interference, unjust enrichment, quantum meruit, or any other theory, whether based in contract, tort, statute, or otherwise.

Notwithstanding the foregoing, this release shall not apply to, and Trask expressly reserves, the following:

(a) Trask's rights under this Agreement, including her rights to the Retained Carry, the Separation Payment, the pro rata ManCo Profit Share through the Departure Date, the escrow release, and the return of funded GP Commitment;

(b) any vested rights under applicable employee benefit plans or arrangements in which Trask participated during her tenure with the Company Parties, to the extent such rights have vested and are not otherwise addressed in this Agreement;

(c) Trask's rights to indemnification and advancement of expenses under the GP LLC Agreement, the ManCo LLC Agreement, and applicable law (including Section 18-108 of the Delaware Limited Liability Company Act), as further described in Article XIII of this Agreement; and

(d) any claims that cannot be released as a matter of applicable law.

Section 10.2. Release by Company Parties. Effective as of the Execution Date, the Company Parties, for themselves and on behalf of the Fund, HoldCo, GP Intermediate, and their respective successors and assigns, hereby irrevocably and unconditionally release and forever discharge Trask and her heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Trask Released Parties") from any and all claims, demands, causes of action, suits, controversies, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, agreements, promises, damages, judgments, losses, liabilities, obligations, costs, and expenses (including attorneys' fees) of every kind and nature, whether at law, in equity, or otherwise, whether known or unknown, suspected or unsuspected, asserted or unasserted, matured or unmatured, contingent or vested, liquidated or unliquidated, arising out of or relating to Trask's membership in the GP or the ManCo, her employment or engagement with the Company Parties or the Fund, or her performance of duties on behalf of the Company Parties, the Fund, or any portfolio company, from the beginning of time through the Execution Date.

Notwithstanding the foregoing, this release shall not apply to, and the Company Parties expressly reserve, the following:

(a) Trask's obligations under this Agreement, including the restrictive covenants set forth in Article IX, the clawback obligations set forth in Article IV, the confidentiality obligations set forth in Article XI, the non-disparagement obligations set forth in Article XII, and the transition and cooperation obligations set forth in Article VIII;

(b) any claims arising from fraud, willful misconduct, or gross negligence by Trask in connection with her duties to the Company Parties, the Fund, or any portfolio company; and

(c) any claims arising under the clawback provisions of the LPA during the Clawback Period, as set forth in Article IV of this Agreement.

Section 10.3. Covenant Not to Sue. Each Party covenants and agrees that neither it nor she will commence, maintain, or prosecute any action, suit, claim, charge, complaint, or other proceeding of any kind against any other Party or any of the Released Parties with respect to any claim released under this Article X, in any court, tribunal, agency, or other forum, except as expressly permitted by the carve-outs set forth in Sections 10.1 and 10.2 above. If any Party brings any such action in violation of this covenant, such Party shall be liable for all costs and expenses (including reasonable attorneys' fees) incurred by the other Party in defending against such action.

Section 10.4. Waiver of Unknown Claims. Each Party expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights under any statute or common law principle (including, without limitation, Section 1542 of the California Civil Code and any similar statute or rule of any other jurisdiction) that would otherwise limit the release of unknown claims. Each Party understands and acknowledges that she or it may discover facts in addition to or different from those that she or it now knows or believes to be true with respect to the claims released herein, and each Party agrees that the releases set forth in this Article X shall remain effective in all respects notwithstanding the discovery of any such additional or different facts. Each Party assumes the risk of any mistake of fact or law in connection with the claims released herein.

ARTICLE XI — CONFIDENTIALITY

Section 11.1. Confidentiality Obligations. Trask acknowledges that, during the course of her membership in the GP and the ManCo and her engagement with the Company Parties and the Fund, she has had access to and has received, developed, and contributed to Confidential Information of the Company Parties, the Fund, and their portfolio companies. Trask shall maintain in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available to any person or entity, or use for her own benefit or for the benefit of any third party, any Confidential Information, except as expressly permitted by Section 11.2. As used in this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information relating to the Company Parties, the Fund, HoldCo, GP Intermediate, or any of their respective affiliates or portfolio companies, including without limitation: (i) trade secrets and proprietary business methods and strategies; (ii) investment strategies, processes, models, and criteria; (iii) portfolio company information, including financial performance, operational data, business plans, and valuation analyses; (iv) financial data, projections, and reports of the Company Parties and the Fund; (v) the identities, commitments, and contact information of limited partners; (vi) the terms and conditions of side letters and other arrangements with limited partners; (vii) carried interest arrangements, allocations, and distributions among principals; (viii) management fee calculations, revenue, and profit information; (ix) personnel matters, including compensation, performance evaluations, and organizational plans; (x) proprietary software, systems, and data analytics tools; (xi) fund-raising and marketing materials and strategies; and (xii) any other information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.

Section 11.2. Exceptions. Trask's confidentiality obligations under this Article XI shall not apply to information that:

(a) is or becomes generally available to the public through no breach of this Agreement by Trask or any person acting on her behalf;

(b) was known to Trask prior to her engagement with the Company Parties, as demonstrated by written records predating such engagement;

(c) is independently developed by Trask after the Departure Date without the use of, reliance on, or reference to any Confidential Information;

(d) is rightfully received by Trask from a third party who is not subject to any obligation of confidentiality with respect to such information and who is not acting in violation of any agreement with the Company Parties; or

(e) is required to be disclosed by applicable law, regulation, subpoena, court order, or governmental or regulatory request or inquiry (including, without limitation, requests or inquiries from the SEC, FINRA, or any other governmental or regulatory authority), provided that Trask shall give the Company Parties prompt written notice (to the extent legally permitted) of any such requirement prior to making such disclosure, shall cooperate with the Company Parties in any reasonable effort to obtain a protective order, confidential treatment, or other limitation on disclosure, and shall disclose only such information as is legally required to be disclosed.

Section 11.3. Duration. The confidentiality obligations set forth in this Article XI shall survive the Departure Date and shall continue indefinitely, except as to information that ceases to constitute Confidential Information by reason of the exceptions set forth in Section 11.2 above. The Parties acknowledge that the confidentiality obligations set forth in this Article XI are in addition to, and not in lieu of, any confidentiality obligations to which Trask may be subject under the LPA, the GP LLC Agreement, the ManCo LLC Agreement, or any other agreement or applicable law.

ARTICLE XII — NON-DISPARAGEMENT

Section 12.1. Mutual Non-Disparagement. Each Party agrees that, from and after the Execution Date, she or it shall not, directly or indirectly, whether in public or in private, make, publish, communicate, or cause to be made, published, or communicated, any disparaging, defamatory, derogatory, or otherwise negative statements, comments, or remarks regarding the other Party, or in Trask's case regarding the Fund, HoldCo, GP Intermediate, or any of their respective members, managers, partners, officers, directors, employees, agents, advisors, portfolio companies, or limited partners. The Company Parties shall use their reasonable best efforts to cause their members, managers, officers, and senior employees (including the Remaining Principals and the next-generation principals) to refrain from making any such disparaging statements regarding Trask.

Section 12.2. Exceptions. Nothing in this Article XII shall prevent any Party from:

(a) making truthful statements as required by applicable law, regulation, subpoena, or court order;

(b) making truthful statements in connection with any legal or arbitral proceeding, including in any pleading, brief, declaration, affidavit, or testimony;

(c) making truthful statements in response to a governmental or regulatory inquiry, investigation, or examination (including inquiries from the SEC, FINRA, or any other governmental or regulatory authority); or

(d) communicating in confidence with such Party's legal counsel, tax advisors, or other professional advisors in connection with the enforcement or interpretation of this Agreement.

Nothing in this Article XII is intended to restrict or impair any Party's rights under Section 7 of the National Labor Relations Act or any applicable whistleblower protection statute, or to prevent any Party from filing a charge or complaint with, or communicating with, any governmental or regulatory agency.

ARTICLE XIII — INDEMNIFICATION

Section 13.1. Surviving Indemnification. The Company Parties confirm and agree that, notwithstanding Trask's withdrawal from the GP and the ManCo, Trask shall continue to be entitled to indemnification and advancement of expenses under the existing indemnification provisions of the GP LLC Agreement and the ManCo LLC Agreement (as in effect prior to the execution of the Second Amended and Restated versions thereof), including without limitation the provisions of Section 5.4 of the GP LLC Agreement and Section 5.4 of the ManCo LLC Agreement, with respect to any claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to actions or omissions occurring during Trask's tenure as a member, manager, officer, or agent of the GP, the ManCo, the Fund, or any portfolio company, to the fullest extent permitted by the Delaware Limited Liability Company Act (6 Del. C. § 18-108) and other applicable law. The Second Amended and Restated LLC Agreements of the GP and the ManCo shall contain provisions expressly preserving Trask's indemnification and advancement rights as described in this Section 13.1, and such provisions shall not be amended, modified, or repealed in any manner that would adversely affect Trask's rights without her prior written consent.

Section 13.2. D&O Insurance. The Company Parties shall maintain, or shall cause to be maintained, directors' and officers' liability insurance coverage (including errors and omissions coverage) for Trask with respect to her service as a member, manager, officer, or agent of the GP, the ManCo, the Fund, and any portfolio company, for a period of not less than six (6) years following the Departure Date (i.e., through at least April 15, 2030), on terms and with coverage limits no less favorable than the coverage in effect as of the Execution Date. In the event that the Company Parties purchase a "tail" or "run-off" policy in lieu of maintaining the existing policy, such tail or run-off policy shall provide coverage on terms and with limits no less favorable than the existing policy. The Company Parties shall provide Trask with written notice of any material change in the terms, conditions, or coverage limits of such insurance, and shall provide Trask with a copy of the applicable policy or certificate of insurance upon her reasonable request.

ARTICLE XIV — REPRESENTATIONS AND WARRANTIES

Section 14.1. Representations by Trask. Trask hereby represents and warrants to the Company Parties as follows:

(a) Legal Capacity. Trask has the legal capacity, right, and authority to enter into this Agreement and to perform her obligations hereunder. This Agreement constitutes the valid and binding obligation of Trask, enforceable against her in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general equitable principles.

(b) Independent Counsel. Trask has been represented by independent counsel, Whitford & Chase LLP (Richard Beaulieu, Partner; Hannah Polk, As

SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (this "Agreement") is made and entered into as of February 28, 2024 (the "Execution Date"), by and among:
ARDENT CAPITAL GP III LLC, a Delaware limited liability company (the "General Partner" or "GP"), with its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022, and its registered agent at Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904;
ARDENT CAPITAL MANAGEMENT LLC, a Delaware limited liability company and SEC-registered investment adviser (CRD #298417) (the "Management Company" or "ManCo"), with its principal office at 590 Madison Avenue, 28th Floor, New York, New York 10022;
(the General Partner and the Management Company, each individually a "Company Party" and collectively the "Company Parties"); and
JOANNA TRASK, an individual residing in the State of New York (the "Departing Principal" or "Trask").
The Company Parties and Trask are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the General Partner serves as the sole general partner of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund"), a private equity fund with approximately $2.8 billion in total commitments from forty-seven (47) limited partners;
WHEREAS, the Management Company serves as the investment adviser and manager of the Fund and provides investment advisory, management, and administrative services to the Fund pursuant to the Investment Management Agreement, dated as of April 15, 2019, by and between the Management Company and the Fund;
WHEREAS, Trask has been a Partner of the Ardent Capital platform since 2013 and currently holds a twelve percent (12%) membership interest in the General Partner and a twelve percent (12%) membership interest in the Management Company;
WHEREAS, Trask currently holds a twelve percent (12%) share of the carried interest in the Fund and a twelve percent (12%) share of the Management Company profit distributions;
WHEREAS, Trask has determined to voluntarily depart the Ardent Capital platform, effective as of April 15, 2024 (the "Departure Date"), and the Parties desire to memorialize the terms and conditions of such departure;
WHEREAS, Trask has been represented by independent counsel, Whitford & Chase LLP (Richard Beaulieu, Partner; Hannah Polk, Associate), 200 Park Avenue, Suite 4200, New York, New York 10166, in connection with the negotiation and execution of this Agreement, and Trask has had a full and fair opportunity to consult with such counsel regarding the terms, conditions, and legal implications of this Agreement;
WHEREAS, the Company Parties are simultaneously undertaking a restructuring of their management company and general partner entities, including the formation of Ardent Capital Holdings LLC ("HoldCo") and Ardent GP Intermediate LLC ("GP Intermediate"), and a reallocation of economics among the remaining and next-generation principals (the "Restructuring"), which Restructuring is being implemented concurrently with Trask's departure;
WHEREAS, the Parties desire to set forth the terms and conditions of Trask's separation from the Company Parties, including, without limitation, the treatment of her carried interest, management fee profit share, GP commitment, restrictive covenants, and mutual release of claims, in a manner that is fair and equitable to all Parties and that facilitates an orderly transition; and
WHEREAS, each Party has had the opportunity to review this Agreement, to negotiate its terms, and to consult with counsel of its or her choosing, and each Party enters into this Agreement voluntarily and with full knowledge of its terms and consequences.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the LPA or, if not defined in the LPA, in the applicable GP LLC Agreement or ManCo LLC Agreement.
"Accrued Carried Interest" means the carried interest accrued as of September 30, 2023, in the aggregate amount of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000) for the Fund, as calculated by the Fund's administrator, Ashford Data Systems, and confirmed by the Fund's auditor, Heathrow Whitman & Co., in connection with the Fund's September 30, 2023 interim financial statements.
"Clawback Obligation" means the obligation of the recipients of carried interest distributions to return excess carried interest distributions to the Fund, as defined in and subject to the terms of Article 8 of the LPA.
"Clawback Period" has the meaning set forth in Section 4.1 of this Agreement.
"Company Parties" has the meaning set forth in the preamble to this Agreement.
"Company Released Parties" has the meaning set forth in Section 10.1 of this Agreement.
"Confidential Information" has the meaning set forth in Section 11.1 of this Agreement.
"Departure Date" means April 15, 2024.
"Escrow Account" means the carried interest escrow account established and maintained pursuant to Section 8.4 of the LPA at Greaves Bancorp, Account No. [on file], for the purpose of securing the Clawback Obligation of the carried interest recipients.
"Execution Date" means February 28, 2024.
"Forfeited Carry" means, collectively, the Forfeited Vested Carry and the Forfeited Unvested Carry, as defined in Section 3.3 of this Agreement.
"Forfeited Unvested Carry" has the meaning set forth in Section 3.3(b) of this Agreement.
"Forfeited Vested Carry" has the meaning set forth in Section 3.3(a) of this Agreement.
"Fund" means Ardent Capital Partners III LP, a Delaware limited partnership (EIN 84-3291057), formed pursuant to the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on March 22, 2019.
"GP Commitment" means the General Partner's one and one-half percent (1.5%) commitment to the Fund in the aggregate amount of Forty-Two Million Dollars ($42,000,000), as set forth in Section 3.1 of the LPA.
"GP Intermediate" means Ardent GP Intermediate LLC, a Delaware limited liability company (EIN 93-4718503), formed in connection with the Restructuring.
"GP LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated as of April 15, 2019, as amended, and, following the execution hereof, the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated as of the Execution Date.
"HoldCo" means Ardent Capital Holdings LLC, a Delaware limited liability company (EIN 93-1847225), formed in connection with the Restructuring.
"Investment Period" means the period commencing on June 30, 2019 and ending on June 30, 2025, as defined in Section 1.1 of the LPA.
"LPA" means the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of April 15, 2019, as amended from time to time.
"ManCo LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, dated as of April 15, 2019, as amended, and, following the execution hereof, the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, dated as of the Execution Date.
"Preferred Return" means the preferred return of eight percent (8%) per annum, compounded annually, as set forth in Section 7.2(b) of the LPA.
"Remaining Principals" means Marcus Aldridge, Priya Narayanan, and Robert Hsiao.
"Restructuring" means the management company restructuring and economics realignment being undertaken simultaneously with the transactions contemplated by this Agreement, including the formation of HoldCo and GP Intermediate, the substitution of GP Intermediate as the sole member of the GP, and the substitution of HoldCo as the sole member of the ManCo.
"Retained Carry" has the meaning set forth in Section 3.2 of this Agreement.
"Separation Payment" has the meaning set forth in Section 7.1 of this Agreement.
"Trask Carry Percentage" means twelve percent (12%) of the total carried interest pool of the Fund, being the percentage of carried interest allocated to Trask pursuant to the Carried Interest Allocation Agreement dated as of April 15, 2019.
"Trask GP Commitment" means Five Million Forty Thousand Dollars ($5,040,000), being twelve percent (12%) of the total GP Commitment of Forty-Two Million Dollars ($42,000,000).
"Trask Released Parties" has the meaning set forth in Section 10.2 of this Agreement.
"Unvested Carry" means that portion of the carried interest allocable to Trask that has not yet vested under the applicable vesting schedule set forth in the Carried Interest Allocation Agreement, as determined by the Company Parties in their reasonable discretion.
"Vested Carry" means that portion of the carried interest allocable to Trask that has vested under the applicable vesting schedule set forth in the Carried Interest Allocation Agreement, as determined by the Company Parties in their reasonable discretion and confirmed by reference to the Fund's books and records.
All other capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the LPA, the GP LLC Agreement, or the ManCo LLC Agreement, as applicable. In the event of any conflict between the definitions set forth in this Agreement and those set forth in any other document, the definitions set forth in this Agreement shall control for purposes of this Agreement.
ARTICLE II — WITHDRAWAL AND CESSATION OF MEMBERSHIP
Section 2.1. Withdrawal from the General Partner. Effective as of the Departure Date, Trask shall be deemed to have withdrawn as a member of Ardent Capital GP III LLC in accordance with Section 7.3 of the GP LLC Agreement. Her twelve percent (12%) membership interest in the GP shall be cancelled and retired, and she shall be removed from the GP's register of members. From and after the Departure Date, Trask shall have no further rights, obligations, or liabilities as a member of the GP, whether arising under the GP LLC Agreement, the Delaware Limited Liability Company Act, or otherwise, except as expressly set forth in this Agreement and the Carry Retention and Clawback Side Letter entered into contemporaneously herewith (the "Carry Side Letter"). The Company Parties shall cause the GP's books and records to be updated to reflect Trask's withdrawal and the cancellation of her membership interest within five (5) business days following the Departure Date.
Section 2.2. Withdrawal from the Management Company. Effective as of the Departure Date, Trask shall be deemed to have withdrawn as a member of Ardent Capital Management LLC in accordance with Section 7.3 of the ManCo LLC Agreement. Her twelve percent (12%) membership interest in the ManCo shall be cancelled and retired, and she shall be removed from the ManCo's register of members. From and after the Departure Date, Trask shall have no further rights, obligations, or liabilities as a member of the ManCo, whether arising under the ManCo LLC Agreement, the Delaware Limited Liability Company Act, or otherwise, except as expressly set forth in this Agreement. The Company Parties shall cause the ManCo's books and records to be updated to reflect Trask's withdrawal and the cancellation of her membership interest within five (5) business days following the Departure Date. All rights to ManCo profit distributions shall cease as of the Departure Date, subject to Section 2.3 below.
Section 2.3. Cessation of ManCo Economics. Trask's entitlement to any portion of the Management Company Profit Share (currently approximately Two Million Sixty Thousand Dollars ($2,060,000) per annum, being twelve percent (12%) of the approximately Seventeen Million One Hundred Fifty Thousand Dollars ($17,150,000) annual ManCo Profit Share) shall terminate effective as of the Departure Date. Notwithstanding the foregoing, Trask shall receive a pro rata share of ManCo Profit Share distributions for the period from January 1, 2024 through April 15, 2024 (one hundred and six (106) days), calculated based on her twelve percent (12%) interest and the number of days elapsed during such period, which pro rata share is estimated to be approximately Five Hundred Ninety-Eight Thousand Dollars ($598,000), subject to final reconciliation by the ManCo's accountants. Such pro rata distribution shall be paid to Trask within sixty (60) days following the Departure Date, or at such earlier time as ManCo distributions are made in the ordinary course for the first quarter of 2024. Trask shall have no entitlement to any ManCo Profit Share distributions attributable to any period following the Departure Date.
Section 2.4. Execution of Amended Governing Documents. Trask agrees to execute, simultaneously with or promptly following the execution of this Agreement, each of the following documents:
(a) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated as of February 28, 2024, reflecting, among other things, Trask's withdrawal as a member and the substitution of Ardent GP Intermediate LLC as the sole member of the GP;
(b) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, dated as of February 28, 2024, reflecting, among other things, Trask's withdrawal as a member and the substitution of HoldCo as the sole member of the ManCo; and
(c) the Member Consent Resolutions of Ardent Capital GP III LLC and Ardent Capital Management LLC, each dated as of February 28, 2024, approving and authorizing the transactions contemplated by this Agreement, the Restructuring, and the execution and delivery of the amended governing documents referenced in subsections (a) and (b) above.
Trask further agrees to execute such additional documents, instruments, certificates, or consents as may be reasonably requested by the Company Parties in connection with the Restructuring and the transactions contemplated by this Agreement, provided that such documents are consistent with the terms and conditions of this Agreement and do not impose any additional obligations on Trask beyond those set forth herein.
Section 2.5. No Further Authority. Effective as of the Departure Date, Trask shall have no authority to act on behalf of, or bind, the Fund, the GP, the ManCo, HoldCo, GP Intermediate, or any of their respective affiliates in any manner whatsoever. Trask shall not hold herself out as a member, partner, officer, agent, or representative of any of the foregoing entities after the Departure Date. During the period between the Execution Date and the Departure Date, Trask shall not take any action on behalf of the Fund, the GP, or the ManCo that is outside the ordinary course of business or inconsistent with the transition plan agreed upon by the Parties, without the prior written consent of Marcus Aldridge, in his capacity as Managing Member of the GP and the ManCo.
ARTICLE III — CARRIED INTEREST
Section 3.1. Vested Carry. The Parties acknowledge and agree that, as of September 30, 2023, Trask's total vested carried interest in the Fund is Ten Million Five Hundred Twelve Thousand Dollars ($10,512,000), being twelve percent (12%) of the aggregate Accrued Carried Interest of Eighty-Seven Million Six Hundred Thousand Dollars ($87,600,000), as set forth in detail in Exhibit A attached hereto. The Parties further acknowledge that this amount is subject to future appreciation, depreciation, and adjustment based on the performance of the Fund's portfolio investments, changes in the fair market value of unrealized investments, and the actual proceeds realized upon the disposition of portfolio investments. The accrued carried interest figure of $87,600,000 reflects valuations as of the September 30, 2023 reporting period and is based on the Fund's internal valuation methodology, as reviewed by the Fund's auditor, Heathrow Whitman & Co. The Parties acknowledge that such valuations are inherently uncertain and that actual realized carried interest may be materially higher or lower than the accrued amount.
Section 3.2. Retained Carry. Subject to the terms and conditions of this Agreement and the Carry Side Letter, Trask shall retain sixty percent (60%) of her vested carried interest (the "Retained Carry"), equal to Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200), as calculated based on accrued carry as of September 30, 2023 and as set forth in Exhibit A. The Retained Carry represents Trask's continuing economic interest in the carried interest of the Fund with respect to investments in which carried interest had vested prior to the Departure Date. The Retained Carry shall be subject to adjustment, upward or downward, based on actual Fund performance, in accordance with the waterfall mechanics of the LPA and the terms of the Carry Side Letter.
Section 3.3. Forfeited Carry. Trask shall forfeit, without further consideration, each of the following:
(a) Forty percent (40%) of her vested carried interest, equal to Four Million Two Hundred Four Thousand Eight Hundred Dollars ($4,204,800) as calculated based on accrued carry as of September 30, 2023 (the "Forfeited Vested Carry"); and
(b) One hundred percent (100%) of her unvested carried interest (the "Forfeited Unvested Carry"), the amount of which shall be determined based on the applicable vesting schedule set forth in the Carried Interest Allocation Agreement and which, for the avoidance of doubt, includes all carried interest that would have been allocable to Trask with respect to future vesting periods but for her departure.
The Forfeited Vested Carry and the Forfeited Unvested Carry (collectively, the "Forfeited Carry") shall be automatically and irrevocably forfeited by Trask as of the Departure Date and shall be reallocated among the remaining and next-generation principals in accordance with the Amended and Restated Carried Interest Allocation Agreement to be entered into as part of the Restructuring. Trask acknowledges and agrees that the forfeiture of the Forfeited Carry is a material term of this Agreement and that the consideration provided to Trask under this Agreement, including the Retained Carry, the Separation Payment, and the other benefits set forth herein, constitutes full and adequate consideration for such forfeiture.
Section 3.4. Carried Interest Distributions. Trask's Retained Carry shall be payable to her in accordance with the waterfall mechanics of the LPA, including the twenty percent (20%) carried interest allocation, subject to the eight percent (8%) Preferred Return and full catch-up provisions set forth in Section 7.2 of the LPA. Distributions of Retained Carry shall be paid through Ardent GP Intermediate LLC, which shall serve as the distribution conduit for carried interest payments to Trask following the Restructuring. The timing and mechanics of such distributions, including any interim distribution schedules, reporting obligations, and dispute resolution procedures with respect to carried interest calculations, shall be as set forth in the Carry Side Letter. The Company Parties shall use commercially reasonable efforts to cause carried interest distributions to be made to Trask in a timely manner and on the same schedule as distributions are made to the Remaining Principals and next-generation principals with respect to their respective carried interest allocations. Trask shall have the right, at her expense, to review the Fund's carried interest calculations with respect to her Retained Carry and to request reasonable supporting documentation from the Fund's administrator and auditor.
Section 3.5. No Further Carry Accrual. Effective as of the Departure Date, Trask shall have no right to any carried interest attributable to investments made after the Departure Date or to any appreciation in the Fund's portfolio occurring after the Departure Date, except to the extent that her Retained Carry reflects her proportionate share of Fund performance on investments in which carried interest had vested prior to the Departure Date. For the avoidance of doubt, Trask shall not be entitled to any share of carried interest arising from (i) new investments made by the Fund after the Departure Date, (ii) follow-on investments in existing portfolio companies made after the Departure Date, or (iii) any successor fund or parallel fund managed by the Company Parties or their affiliates. The foregoing limitation shall not affect Trask's entitlement to distributions in respect of her Retained Carry based on the performance of investments in which her carried interest had vested prior to the Departure Date, including the ultimate realization of such investments.
ARTICLE IV — CLAWBACK OBLIGATION
Section 4.1. Continuation of Clawback. Notwithstanding Trask's withdrawal from the GP and the ManCo, Trask's Clawback Obligation under the LPA with respect to her Retained Carry shall continue for a period of two (2) years following the Departure Date (the "Clawback Period"), commencing on April 15, 2024 and expiring on April 15, 2026. During the Clawback Period, Trask shall remain subject to the clawback provisions set forth in Article 8 of the LPA, as modified by this Article IV and the Carry Side Letter. The Company Parties shall provide Trask with prompt written notice of any clawback event or potential clawback event during the Clawback Period, including the amount of any clawback obligation allocable to Trask and the basis for such determination.
Section 4.2. Scope of Clawback. During the Clawback Period, Trask shall remain obligated under the joint and several clawback provisions of the LPA in respect of her Retained Carry only and not in respect of the Forfeited Carry. For the avoidance of doubt, Trask's maximum clawback exposure shall be limited to amounts actually distributed to Trask in respect of her Retained Carry (including any distributions received prior to the Departure Date that are attributable to carry that is included within the Retained Carry). In no event shall Trask's clawback obligation exceed the aggregate amount of carried interest distributions actually received by Trask (net of taxes paid or payable by Trask with respect to such distributions, calculated at the highest applicable combined federal, state, and local tax rate), and in no event shall Trask be liable for any clawback obligation in respect of carried interest that has been forfeited pursuant to Section 3.3 of this Agreement. The Company Parties acknowledge and agree that Trask's clawback obligation is several and not joint with respect to the Forfeited Carry, and that the Remaining Principals and next-generation principals who receive the reallocation of the Forfeited Carry shall assume the corresponding clawback obligations with respect thereto.
Section 4.3. Release After Clawback Period. Upon expiration of the Clawback Period on April 15, 2026 and the satisfaction (or waiver by the Company Parties) of any outstanding clawback obligations then existing, Trask's Clawback Obligation shall be fully and finally released and discharged, and Trask shall have no further clawback liability to the Fund, the GP, the ManCo, HoldCo, GP Intermediate, or any of their affiliates, successors, or assigns. Within thirty (30) days following the expiration of the Clawback Period (or, if later, the date on which all outstanding clawback obligations have been satisfied or waived), the Company Parties shall execute and deliver to Trask a written release in form and substance reasonably satisfactory to Trask, confirming the release of Trask's Clawback Obligation, and shall cause the Fund's records and books to be updated accordingly. The Company Parties shall also take such additional actions and execute such additional documents as may be reasonably necessary to evidence and effectuate such release.
ARTICLE V — CARRIED INTEREST ESCROW
Section 5.1. Existing Escrow Balance. The Parties acknowledge and agree that, as of the Execution Date, Trask's carried interest escrow balance is Three Million One Hundred Fifty Thousand Dollars ($3,150,000), representing thirty percent (30%) of prior carried interest distributions attributable to Trask and held in the Escrow Account in accordance with Section 8.4 of the LPA. The Escrow Account is maintained at Greaves Bancorp, and is administered by the General Partner in accordance with the terms of the LPA and the Escrow Agreement dated as of April 15, 2019.
Section 5.2. Adjusted Escrow Amount. In light of the forfeiture of a portion of Trask's vested carried interest pursuant to Section 3.3 of this Agreement, the Parties agree that the escrow balance attributable to Trask shall be adjusted to One Million Eight Hundred Ninety-Two Thousand One Hundred Sixty Dollars ($1,892,160), representing thirty percent (30%) of the Retained Carry amount of Six Million Three Hundred Seven Thousand Two Hundred Dollars ($6,307,200). The adjusted escrow amount is calculated as set forth in Exhibit A attached hereto.
Section 5.3. Partial Escrow Release. Promptly following the Departure Date, and in any event within sixty (60) days thereof (i.e., on or before June 14, 2024), the Company Parties shall cause the release to Trask of One Million Two Hundred Fifty-Seven Thousand Eight Hundred Forty Dollars ($1,257,840) from the Escrow Account, representing the excess of the existing escrow balance over the adjusted escrow amount ($3,150,000 minus $1,892,160 = $1,257,840). Such release shall be made by wire transfer of immediately available funds to the account designated by Trask in Exhibit C attached hereto, or to such other account as Trask may designate in writing to the Company Parties not less than five (5) business days prior to the date of release. The Company Parties shall provide Trask with a written statement confirming the escrow release, the amount released, and the remaining escrow balance.
Section 5.4. Maintenance of Adjusted Escrow. The adjusted escrow balance of One Million Eight Hundred Ninety-Two Thousand One Hundred Sixty Dollars ($1,892,160) shall remain in the Escrow Account for the duration of the Clawback Period (through April 15, 2026), subject to adjustment in the event of (a) additional carried interest distributions made to Trask during the Clawback Period, in which case the escrow balance shall be increased by thirty percent (30%) of any such additional distributions, or (b) clawback events during the Clawback Period, in which case funds may be withdrawn from the Escrow Account to satisfy Trask's Clawback Obligation in accordance with the LPA and the Carry Side Letter. The Company Parties shall provide Trask with quarterly statements of the Escrow Account balance and any additions to or withdrawals from the Escrow Account during the Clawback Period, within thirty (30) days following the end of each calendar quarter.
Section 5.5. Release Upon Expiration. Upon expiration of the Clawback Period on April 15, 2026 and the satisfaction (or waiver by the Company Parties) of any outstanding clawback obligations, the remaining escrow balance shall be released to Trask within thirty (30) days. Such release shall be made by wire transfer of immediately available funds to the account designated by Trask in writing. In the event that any portion of the escrow balance has been applied to satisfy clawback obligations during the Clawback Period, the Company Parties shall provide Trask with a detailed written accounting of all such applications, together with supporting documentation reasonably requested by Trask.
ARTICLE VI — GP COMMITMENT
Section 6.1. Trask's GP Commitment. The Parties acknowledge and agree that Trask's share of the total GP Commitment to the Fund is Five Million Forty Thousand Dollars ($5,040,000), being twelve percent (12%) of the total GP Commitment of Forty-Two Million Dollars ($42,000,000), as set forth in detail in Exhibit B attached hereto.
Section 6.2. Funded Commitment. As of the Execution Date, Trask has funded Three Million Five Hundred Twenty-Eight Thousand Dollars ($3,528,000) of her GP Commitment, reflecting the seventy percent (70%) of total capital that has been called by the Fund as of the Execution Date ($5,040,000 multiplied by 70% = $3,528,000). The funded amount has been contributed by Trask to the Fund through the GP in connection with capital calls issued by the GP from time to time during the period from June 30, 2019 through the Execution Date.
Section 6.3. Unfunded Commitment. As of the Execution Date, Trask's remaining unfunded GP Commitment is One Million Five Hundred Twelve Thousand Dollars ($1,512,000), being the difference between the total Trask GP Commitment of $5,040,000 and the funded amount of $3,528,000 ($5,040,000 minus $3,528,000 = $1,512,000).
Section 6.4. Assumption of Unfunded Commitment. Upon the Departure Date, Trask's unfunded GP Commitment of One Million Five Hundred Twelve Thousand Dollars ($1,512,000) shall be assumed by the remaining members of HoldCo on a pro rata basis in accordance with their post-Restructuring membership percentages, as set forth in the following schedule:
Any rounding adjustments necessary to ensure that the aggregate assumed unfunded commitment equals exactly $1,512,000 shall be allocated to Marcus Aldridge. Each assuming member shall execute an assumption agreement or other instrument reasonably satisfactory to the GP and the Fund to evidence such assumption. From and after the Departure Date, each assuming member shall be obligated to fund its respective portion of the assumed unfunded commitment in response to capital calls issued by the GP in accordance with the LPA.
Section 6.5. Funded Commitment — Return of Capital. Trask's funded GP Commitment of Three Million Five Hundred Twenty-Eight Thousand Dollars ($3,528,000) shall be treated in accordance with the terms of the LPA. Trask shall be entitled to the return of contributed capital attributable thereto in the ordinary course of Fund distributions, subject to the waterfall provisions set forth in Section 7.2 of the LPA, the Clawback Obligation, and the other terms and conditions of the LPA. For the avoidance of doubt, the return of Trask's funded GP Commitment shall be made through the distribution waterfall of the LPA and shall be subject to the same distribution priorities, timing, and conditions as apply to other capital contributions made by the GP. The Company Parties shall cause the Fund's records to reflect Trask's continuing interest in the return of her funded GP Commitment and shall provide Trask with timely notice of all distributions attributable to her funded GP Commitment.
Section 6.6. Release of Capital Call Obligations. Effective as of the Departure Date, Trask shall have no further obligation to fund capital calls with respect to the Fund, whether arising under the LPA, the GP LLC Agreement, or otherwise. The Company Parties shall cause the Fund's records and the GP's records to be updated to reflect the release of Trask's unfunded capital call obligations and the assumption thereof by the members of HoldCo as set forth in Section 6.4 above. Trask shall not be deemed to be in default under the LPA or the GP LLC Agreement by reason of her failure to fund any capital call issued after the Departure Date.
ARTICLE VII — SEPARATION PAYMENT
Section 7.1. Separation Payment. In consideration of the covenants and agreements set forth herein, including without limitation the restrictive covenants set forth in Article IX and the mutual release set forth in Article X, and in recognition of Trask's contributions to the Ardent Capital platform during her tenure, the Company Parties shall pay to Trask a lump-sum separation payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the "Separation Payment"). The Separation Payment is in addition to, and not in lieu of, Trask's entitlements under the other provisions of this Agreement, including the Retained Carry, the pro rata ManCo Profit Share through the Departure Date, the return of funded GP Commitment, and the escrow release.
Section 7.2. Timing of Payment. The Separation Payment shall be made within thirty (30) days following the Departure Date (i.e., on or before May 15, 2024), by wire transfer of immediately available funds to the account designated by Trask in Exhibit C attached hereto, or to such other account as Trask may designate in writing to the Company Parties not less than five (5) business days prior to the date of payment. The Company Parties' obligation to make the Separation Payment is unconditional and shall not be subject to any offset, deduction, or counterclaim, except to the extent required by applicable law.
Section 7.3. Tax Treatment. The Separation Payment shall be treated as ordinary income to Trask for federal, state, and local income tax purposes. The Company Parties shall issue an IRS Form 1099-NEC or other applicable tax form to Trask reflecting the Separation Payment for the taxable year in which the Separation Payment is made. No withholding shall be applied to the Separation Payment, and Trask shall be solely responsible for all tax obligations arising from the Separation Payment, including federal, state, and local income taxes, self-employment taxes (if applicable), and any penalties or interest thereon. Trask agrees to indemnify and hold harmless the Company Parties from and against any tax liability, penalty, or interest arising from Trask's failure to timely pay any taxes owed in connection with the Separation Payment.
Section 7.4. No Other Payments. Except as expressly provided in this Agreement — including the Separation Payment (Section 7.1), the Retained Carry (Article III), the pro rata ManCo Profit Share through the Departure Date (Section 2.3), the return of funded GP Commitment (Section 6.5), and the escrow release (Section 5.3) — Trask shall not be entitled to any further compensation, bonus, distribution, profit share, carried interest, management fee share, or other payment or economic benefit of any kind from the Company Parties, the Fund, HoldCo, GP Intermediate, or any of their respective affiliates, whether arising under the GP LLC Agreement, the ManCo LLC Agreement, the LPA, the Carried Interest Allocation Agreement, or any other agreement, arrangement, or understanding, whether written or oral, express or implied.
ARTICLE VIII — TRANSITION OBLIGATIONS
Section 8.1. Transition Period. During the period from the Execution Date through the Departure Date (the "Transition Period"), Trask shall cooperate with the Company Parties in the orderly transition of her responsibilities, including providing information and assistance regarding the eleven (11) active portfolio companies of the Fund and any pending investment activities, due diligence processes, or other matters in which Trask has been involved. Trask shall make herself reasonably available during the Transition Period to meet with the Remaining Principals, the next-generation principals, and other personnel of the Company Parties, and to participate in transition meetings, portfolio review sessions, and knowledge-transfer activities, in each case at mutually agreed times and at the offices of the Company Parties or by videoconference. Trask shall use her reasonable best efforts to ensure a smooth and complete handoff of all active matters to the appropriate members of the investment team.
Section 8.2. Return of Property. On or before the Departure Date, Trask shall return to the Company Parties all property of the Fund, the GP, the ManCo, HoldCo, GP Intermediate, and their affiliates and portfolio companies, including without limitation all documents (whether in physical or electronic form), files, records, memoranda, correspondence, notes, presentations, spreadsheets, financial models, data room materials, keys, access cards, security badges, electronic devices (including laptops, tablets, and mobile phones provided by the Company Parties), credit cards, and any and all confidential or proprietary information in Trask's possession or control. Trask shall permanently delete all electronic copies of Confidential Information from her personal devices and accounts, to the extent reasonably practicable, and shall certify in writing to the Company Parties that she has complied with this obligation. Notwithstanding the foregoing, Trask may retain (i) copies of documents relating to her personal tax and financial records, (ii) copies of this Agreement and the related transaction documents, and (iii) her personal contacts and personal correspondence, in each case to the extent such materials do not contain Confidential Information of the Company Parties, the Fund, or their portfolio companies.
Section 8.3. Cooperation. Following the Departure Date, Trask shall, upon reasonable request by the Company Parties and at mutually convenient times, reasonably cooperate with the Company Parties in connection with any regulatory inquiries, examinations, audits, litigation, arbitration, or other proceedings (whether pending, threatened, or reasonably anticipated) relating to the Fund, the GP, the ManCo, or any portfolio company, to the extent that such matters relate to activities during Trask's tenure as a member of the GP or the ManCo. Such cooperation shall include, without limitation, providing information and documents, making herself available for interviews and meetings, and, if necessary, providing testimony or declarations. The Company Parties shall reimburse Trask for all reasonable and documented out-of-pocket expenses incurred by her in connection with such cooperation, including travel expenses and reasonable attorneys' fees incurred with Trask's own counsel to the extent Trask reasonably determines that separate representation is advisable. The Company Parties shall use commercially reasonable efforts to minimize the burden on Trask in connection with any cooperation requests under this Section 8.3.
ARTICLE IX — RESTRICTIVE COVENANTS
Section 9.1. Non-Competition. For a period of twelve (12) months following the Departure Date (i.e., through April 15, 2025) (the "Non-Compete Period"), Trask shall not, directly or indirectly, whether individually or as a principal, partner, member, manager, stockholder, director, officer, employee, agent, consultant, advisor, or in any other capacity, own, manage, operate, control, be employed by, consult for, participate in, or be connected with any business, fund, investment vehicle, or other enterprise that pursues an investment strategy substantially similar to that of the Fund (i.e., control investments in middle-market industrial and business-services companies with enterprise values between $200 million and $1.5 billion). For the avoidance of doubt, the restrictions in this Section 9.1 shall apply to (a) serving as a general partner, investment advisor, or manager of any competing fund, (b) joining or being associated with any other private equity firm or platform that pursues a substantially similar investment strategy, and (c) raising capital from investors for any competing fund or investment vehicle. The permitted activities set forth in Exhibit D attached hereto shall not be deemed to violate this Section 9.1.
Section 9.2. Non-Solicitation of Employees. For a period of eighteen (18) months following the Departure Date (i.e., through October 15, 2025) (the "Employee Non-Solicit Period"), Trask shall not, directly or indirectly, whether individually or through any other person, firm, corporation, or other entity, solicit, recruit, hire, engage, retain, or encourage the departure of any employee, consultant, or independent contractor of the Company Parties or any of their affiliates (including HoldCo, GP Intermediate, and the Fund), or otherwise interfere with the employment or engagement relationship between the Company Parties (or their affiliates) and any such person. As of the Departure Date, the ManCo employs approximately sixty-two (62) professionals across its investment, operations, investor relations, compliance, legal, and administrative functions. The restrictions in this Section 9.2 shall not apply to (a) general solicitations of employment not specifically targeted at employees of the Company Parties (such as job postings on Westmark Health IT, online job boards, or in publications of general circulation), provided that Trask does not otherwise encourage specific individuals to respond to such general solicitations, or (b) the hiring of any person whose employment or engagement with the Company Parties has been terminated (other than by resignation solicited by Trask) for at least six (6) months prior to such hiring.
Section 9.3. Non-Solicitation of Limited Partners. For a period of eighteen (18) months following the Departure Date (i.e., through October 15, 2025) (the "LP Non-Solicit Period"), Trask shall not, directly or indirectly, whether individually or through any other person, firm, corporation, or other entity, solicit, contact, or communicate with any limited partner of the Fund (or any affiliate thereof) for the purpose of (a) inducing such limited partner to withdraw from, reduce, or fail to fund its commitment to the Fund, (b) soliciting an investment from such limited partner in any competing fund, investment vehicle, or alternative investment strategy, or (c) otherwise interfering with or undermining the business relationship between the Company Parties and such limited partner. The Fund currently has forty-seven (47) limited partners, including endowments, pension funds, sovereign wealth funds, family offices, and other institutional investors. The restrictions in this Section 9.3 shall not prohibit Trask from (i) engaging in social or personal communications with individuals who happen to be employees or representatives of limited partners, provided such communications do not involve the solicitation or activities described in clauses (a) through (c) above, or (ii) after the expiration of the LP Non-Solicit Period, soliciting investments from any person, including former limited partners of the Fund.
Section 9.4. Reasonable Restrictions. The Parties acknowledge and agree that the restrictive covenants set forth in this Article IX are reasonable and necessary to protect the legitimate business interests of the Company Parties and the Fund, including the protection of confidential information, trade secrets, client and investor relationships, employee relationships, and goodwill. The Parties further acknowledge and agree that the time periods, geographic scope, and scope of restricted activities specified in this Article IX are reasonable and proportionate to the interests being protected, taking into account the nature and scope of Trask's involvement with the Ardent Capital platform, the consideration provided to Trask under this Agreement, and the competitive landscape of the private equity industry. If any court or arbitrator of competent jurisdiction determines that any provision of this Article IX is unreasonable or unenforceable in any respect, such provision shall be reformed and modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Article IX shall remain in full force and effect.
Section 9.5. Remedies. Trask acknowledges and agrees that a breach of any of the restrictive covenants set forth in this Article IX would cause irreparable harm to the Company Parties and the Fund for which money damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of any provision of this Article IX, the Company Parties shall be entitled, in addition to all other remedies available at law or in equity (including damages), to seek temporary, preliminary, and permanent injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond or other security. The exercise of any remedy by the Company Parties shall not constitute an election of remedies or a waiver of any other remedy. In the event that any court or arbitrator determines that Trask has breached any of the restrictive covenants set forth in this Article IX, the applicable restricted period shall be extended by the duration of the breach.
ARTICLE X — MUTUAL GENERAL RELEASE
Section 10.1. Release by Trask. Effective as of the Execution Date, Trask, for herself and her heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally releases and forever discharges the Company Parties, the Fund, HoldCo, GP Intermediate, and each of their respective past, present, and future members, managers, partners (general and limited), officers, directors, employees, agents, counsel, advisors, administrators, representatives, affiliates, successors, and assigns (collectively, the "Company Released Parties") from any and all claims, demands, causes of action, suits, controversies, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, agreements, promises, damages, judgments, losses, liabilities, obligations, costs, and expenses (including attorneys' fees) of every kind and nature, whether at law, in equity, or otherwise, whether known or unknown, suspected or unsuspected, asserted or unasserted, matured or unmatured, contingent or vested, liquidated or unliquidated, arising out of or relating to Trask's membership in the GP or the ManCo, her employment or engagement with the Company Parties or the Fund, or her separation therefrom, from the beginning of time through the Execution Date. This release includes, without limitation, any claims arising under federal, state, or local law, including any claims of breach of contract, breach of fiduciary duty, fraud, negligence, tortious interference, unjust enrichment, quantum meruit, or any other theory, whether based in contract, tort, statute, or otherwise.
Notwithstanding the foregoing, this release shall not apply to, and Trask expressly reserves, the following:
(a) Trask's rights under this Agreement, including her rights to the Retained Carry, the Separation Payment, the pro rata ManCo Profit Share through the Departure Date, the escrow release, and the return of funded GP Commitment;
(b) any vested rights under applicable employee benefit plans or arrangements in which Trask participated during her tenure with the Company Parties, to the extent such rights have vested and are not otherwise addressed in this Agreement;
(c) Trask's rights to indemnification and advancement of expenses under the GP LLC Agreement, the ManCo LLC Agreement, and applicable law (including Section 18-108 of the Delaware Limited Liability Company Act), as further described in Article XIII of this Agreement; and
(d) any claims that cannot be released as a matter of applicable law.
Section 10.2. Release by Company Parties. Effective as of the Execution Date, the Company Parties, for themselves and on behalf of the Fund, HoldCo, GP Intermediate, and their respective successors and assigns, hereby irrevocably and unconditionally release and forever discharge Trask and her heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Trask Released Parties") from any and all claims, demands, causes of action, suits, controversies, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, agreements, promises, damages, judgments, losses, liabilities, obligations, costs, and expenses (including attorneys' fees) of every kind and nature, whether at law, in equity, or otherwise, whether known or unknown, suspected or unsuspected, asserted or unasserted, matured or unmatured, contingent or vested, liquidated or unliquidated, arising out of or relating to Trask's membership in the GP or the ManCo, her employment or engagement with the Company Parties or the Fund, or her performance of duties on behalf of the Company Parties, the Fund, or any portfolio company, from the beginning of time through the Execution Date.
Notwithstanding the foregoing, this release shall not apply to, and the Company Parties expressly reserve, the following:
(a) Trask's obligations under this Agreement, including the restrictive covenants set forth in Article IX, the clawback obligations set forth in Article IV, the confidentiality obligations set forth in Article XI, the non-disparagement obligations set forth in Article XII, and the transition and cooperation obligations set forth in Article VIII;
(b) any claims arising from fraud, willful misconduct, or gross negligence by Trask in connection with her duties to the Company Parties, the Fund, or any portfolio company; and
(c) any claims arising under the clawback provisions of the LPA during the Clawback Period, as set forth in Article IV of this Agreement.
Section 10.3. Covenant Not to Sue. Each Party covenants and agrees that neither it nor she will commence, maintain, or prosecute any action, suit, claim, charge, complaint, or other proceeding of any kind against any other Party or any of the Released Parties with respect to any claim released under this Article X, in any court, tribunal, agency, or other forum, except as expressly permitted by the carve-outs set forth in Sections 10.1 and 10.2 above. If any Party brings any such action in violation of this covenant, such Party shall be liable for all costs and expenses (including reasonable attorneys' fees) incurred by the other Party in defending against such action.
Section 10.4. Waiver of Unknown Claims. Each Party expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights under any statute or common law principle (including, without limitation, Section 1542 of the California Civil Code and any similar statute or rule of any other jurisdiction) that would otherwise limit the release of unknown claims. Each Party understands and acknowledges that she or it may discover facts in addition to or different from those that she or it now knows or believes to be true with respect to the claims released herein, and each Party agrees that the releases set forth in this Article X shall remain effective in all respects notwithstanding the discovery of any such additional or different facts. Each Party assumes the risk of any mistake of fact or law in connection with the claims released herein.
ARTICLE XI — CONFIDENTIALITY
Section 11.1. Confidentiality Obligations. Trask acknowledges that, during the course of her membership in the GP and the ManCo and her engagement with the Company Parties and the Fund, she has had access to and has received, developed, and contributed to Confidential Information of the Company Parties, the Fund, and their portfolio companies. Trask shall maintain in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available to any person or entity, or use for her own benefit or for the benefit of any third party, any Confidential Information, except as expressly permitted by Section 11.2. As used in this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information relating to the Company Parties, the Fund, HoldCo, GP Intermediate, or any of their respective affiliates or portfolio companies, including without limitation: (i) trade secrets and proprietary business methods and strategies; (ii) investment strategies, processes, models, and criteria; (iii) portfolio company information, including financial performance, operational data, business plans, and valuation analyses; (iv) financial data, projections, and reports of the Company Parties and the Fund; (v) the identities, commitments, and contact information of limited partners; (vi) the terms and conditions of side letters and other arrangements with limited partners; (vii) carried interest arrangements, allocations, and distributions among principals; (viii) management fee calculations, revenue, and profit information; (ix) personnel matters, including compensation, performance evaluations, and organizational plans; (x) proprietary software, systems, and data analytics tools; (xi) fund-raising and marketing materials and strategies; and (xii) any other information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.
Section 11.2. Exceptions. Trask's confidentiality obligations under this Article XI shall not apply to information that:
(a) is or becomes generally available to the public through no breach of this Agreement by Trask or any person acting on her behalf;
(b) was known to Trask prior to her engagement with the Company Parties, as demonstrated by written records predating such engagement;
(c) is independently developed by Trask after the Departure Date without the use of, reliance on, or reference to any Confidential Information;
(d) is rightfully received by Trask from a third party who is not subject to any obligation of confidentiality with respect to such information and who is not acting in violation of any agreement with the Company Parties; or
(e) is required to be disclosed by applicable law, regulation, subpoena, court order, or governmental or regulatory request or inquiry (including, without limitation, requests or inquiries from the SEC, FINRA, or any other governmental or regulatory authority), provided that Trask shall give the Company Parties prompt written notice (to the extent legally permitted) of any such requirement prior to making such disclosure, shall cooperate with the Company Parties in any reasonable effort to obtain a protective order, confidential treatment, or other limitation on disclosure, and shall disclose only such information as is legally required to be disclosed.
Section 11.3. Duration. The confidentiality obligations set forth in this Article XI shall survive the Departure Date and shall continue indefinitely, except as to information that ceases to constitute Confidential Information by reason of the exceptions set forth in Section 11.2 above. The Parties acknowledge that the confidentiality obligations set forth in this Article XI are in addition to, and not in lieu of, any confidentiality obligations to which Trask may be subject under the LPA, the GP LLC Agreement, the ManCo LLC Agreement, or any other agreement or applicable law.
ARTICLE XII — NON-DISPARAGEMENT
Section 12.1. Mutual Non-Disparagement. Each Party agrees that, from and after the Execution Date, she or it shall not, directly or indirectly, whether in public or in private, make, publish, communicate, or cause to be made, published, or communicated, any disparaging, defamatory, derogatory, or otherwise negative statements, comments, or remarks regarding the other Party, or in Trask's case regarding the Fund, HoldCo, GP Intermediate, or any of their respective members, managers, partners, officers, directors, employees, agents, advisors, portfolio companies, or limited partners. The Company Parties shall use their reasonable best efforts to cause their members, managers, officers, and senior employees (including the Remaining Principals and the next-generation principals) to refrain from making any such disparaging statements regarding Trask.
Section 12.2. Exceptions. Nothing in this Article XII shall prevent any Party from:
(a) making truthful statements as required by applicable law, regulation, subpoena, or court order;
(b) making truthful statements in connection with any legal or arbitral proceeding, including in any pleading, brief, declaration, affidavit, or testimony;
(c) making truthful statements in response to a governmental or regulatory inquiry, investigation, or examination (including inquiries from the SEC, FINRA, or any other governmental or regulatory authority); or
(d) communicating in confidence with such Party's legal counsel, tax advisors, or other professional advisors in connection with the enforcement or interpretation of this Agreement.
Nothing in this Article XII is intended to restrict or impair any Party's rights under Section 7 of the National Labor Relations Act or any applicable whistleblower protection statute, or to prevent any Party from filing a charge or complaint with, or communicating with, any governmental or regulatory agency.
ARTICLE XIII — INDEMNIFICATION
Section 13.1. Surviving Indemnification. The Company Parties confirm and agree that, notwithstanding Trask's withdrawal from the GP and the ManCo, Trask shall continue to be entitled to indemnification and advancement of expenses under the existing indemnification provisions of the GP LLC Agreement and the ManCo LLC Agreement (as in effect prior to the execution of the Second Amended and Restated versions thereof), including without limitation the provisions of Section 5.4 of the GP LLC Agreement and Section 5.4 of the ManCo LLC Agreement, with respect to any claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to actions or omissions occurring during Trask's tenure as a member, manager, officer, or agent of the GP, the ManCo, the Fund, or any portfolio company, to the fullest extent permitted by the Delaware Limited Liability Company Act (6 Del. C. § 18-108) and other applicable law. The Second Amended and Restated LLC Agreements of the GP and the ManCo shall contain provisions expressly preserving Trask's indemnification and advancement rights as described in this Section 13.1, and such provisions shall not be amended, modified, or repealed in any manner that would adversely affect Trask's rights without her prior written consent.
Section 13.2. D&O Insurance. The Company Parties shall maintain, or shall cause to be maintained, directors' and officers' liability insurance coverage (including errors and omissions coverage) for Trask with respect to her service as a member, manager, officer, or agent of the GP, the ManCo, the Fund, and any portfolio company, for a period of not less than six (6) years following the Departure Date (i.e., through at least April 15, 2030), on terms and with coverage limits no less favorable than the coverage in effect as of the Execution Date. In the event that the Company Parties purchase a "tail" or "run-off" policy in lieu of maintaining the existing policy, such tail or run-off policy shall provide coverage on terms and with limits no less favorable than the existing policy. The Company Parties shall provide Trask with written notice of any material change in the terms, conditions, or coverage limits of such insurance, and shall provide Trask with a copy of the applicable policy or certificate of insurance upon her reasonable request.
ARTICLE XIV — REPRESENTATIONS AND WARRANTIES
Section 14.1. Representations by Trask. Trask hereby represents and warrants to the Company Parties as follows:
(a) Legal Capacity. Trask has the legal capacity, right, and authority to enter into this Agreement and to perform her obligations hereunder. This Agreement constitutes the valid and binding obligation of Trask, enforceable against her in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general equitable principles.
(b) Independent Counsel. Trask has been represented by independent counsel, Whitford & Chase LLP (Richard Beaulieu, Partner; Hannah Polk, As

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