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LIMITED LIABILITY COMPANY AGREEMENT

ARDENT GP INTERMEDIATE LLC

A Delaware Limited Liability Company

Effective as of February 28, 2024

Sole Member: Ardent Capital Holdings LLC

LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT GP INTERMEDIATE LLC

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LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT GP INTERMEDIATE LLC

This Limited Liability Company Agreement (this "Agreement") of Ardent GP Intermediate LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of February 28, 2024, by Ardent Capital Holdings LLC, a Delaware limited liability company ("HoldCo" or the "Member"), as the sole member of the Company.

WHEREAS, Ardent Capital Holdings LLC desires to form the Company as an intermediate holding entity within the broader organizational structure of the Ardent Capital platform;

WHEREAS, the Company will serve as the sole member of Ardent Capital GP III LLC (the "General Partner"), a Delaware limited liability company that serves as the sole general partner of Ardent Capital Partners III LP (the "Fund"), a Delaware limited partnership with approximately $2.8 billion in total commitments;

WHEREAS, the formation of the Company is part of a broader restructuring of the management company and general partner structure of the Fund, which restructuring has been approved by the members of Ardent Capital GP III LLC and consented to by the Limited Partner Advisory Committee of the Fund pursuant to Section 9.4 of the Fund's Amended and Restated Agreement of Limited Partnership;

WHEREAS, the Member desires to set forth the terms and conditions governing the Company, including the Company's limited purposes, the Member's rights and obligations with respect to the Company, and the management and governance of the Company;

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

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" (including the correlative terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other equity interests, by contract, or otherwise.

"Agreement" means this Limited Liability Company Agreement of the Company, as the same may be amended, modified, supplemented, or restated from time to time in accordance with the terms hereof.

"Authorized Person" means each of Marcus Aldridge and Priya Narayanan, as designated by the Member pursuant to Section 5.2 hereof, and any additional or substitute persons so designated by the Member from time to time.

"Capital Contribution" means any contribution of cash, property, services, or other consideration made by the Member to the capital of the Company, including any initial capital contribution and any additional capital contributions made in accordance with Article III hereof.

"Certificate of Formation" means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on March 1, 2024, under File No. 7948237, as the same may be amended or restated from time to time.

"Company" means Ardent GP Intermediate LLC, a Delaware limited liability company.

"Distributable Cash" means, as of any date of determination, the net cash of the Company available for distribution to the Member after (a) payment or provision for payment of all debts, liabilities, and obligations of the Company then due and payable, (b) establishment of such reserves as the Member may determine in its sole discretion to be reasonably necessary or appropriate for the operations and obligations of the Company, and (c) satisfaction of any other obligations of the Company.

"Fund" means Ardent Capital Partners III LP, a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., governed by that certain Amended and Restated Agreement of Limited Partnership, as amended, supplemented, or restated from time to time.

"General Partner" means Ardent Capital GP III LLC, a Delaware limited liability company, in its capacity as the sole general partner of the Fund, governed by that certain Second Amended and Restated LLC Agreement of Ardent Capital GP III LLC, effective as of February 28, 2024, as amended, supplemented, or restated from time to time.

"HoldCo" or "Member" means Ardent Capital Holdings LLC, a Delaware limited liability company, in its capacity as the sole member of the Company.

"Management Company" or "ManCo" means Ardent Capital Management LLC, a Delaware limited liability company, which is registered with the United States Securities and Exchange Commission as an investment adviser (CRD #298417).

"Officers" means any officers of the Company appointed by the Member from time to time in accordance with Section 5.3 hereof.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof, or any other entity of any kind.

"Subsidiary" means the General Partner and any other entity directly owned by the Company from time to time.

Section 1.2 — Interpretation

Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement:

(a) The headings of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not be considered in interpreting this Agreement.

(b) Words importing the singular number shall include the plural number and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa.

(c) References herein to "Articles," "Sections," "Exhibits," and other subdivisions refer to the corresponding Articles, Sections, Exhibits, and other subdivisions of or attached to this Agreement unless expressly provided otherwise.

(d) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement.

(e) The terms "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(f) References to any statute or statutory provision shall include any statute or statutory provision that amends, extends, consolidates, or replaces the same, and shall include all rules, regulations, orders, and other instruments promulgated thereunder.

(g) References to any agreement or document shall be deemed to include references to such agreement or document as amended, modified, supplemented, or restated from time to time in accordance with its terms.

(h) No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by reason of such party having or being deemed to have drafted or dictated such provision.

ARTICLE II — ORGANIZATION

Section 2.1 — Formation

The Company has been formed as a Delaware limited liability company pursuant to the Act by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on March 1, 2024, under File No. 7948237. This Agreement is effective as of February 28, 2024, with the Certificate of Formation to be filed promptly thereafter. The Company has been assigned Employer Identification Number 93-1847231 by the Internal Revenue Service. The rights, powers, duties, obligations, and liabilities of the Member shall be as provided in the Act, except as otherwise provided in this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of the Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

Section 2.2 — Name

The name of the Company is "Ardent GP Intermediate LLC." The business of the Company may be conducted under such name or under any other name or names as may be approved by the Member from time to time. The Member or any Authorized Person shall file or cause to be filed any fictitious name certificates and similar filings, and any amendments thereto, that the Member considers appropriate or advisable in connection with the conduct of the Company's business.

Section 2.3 — Registered Office and Registered Agent

The registered office of the Company in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered agent of the Company for service of process at such address is Prestige Registered Agents LLC. The Member may change the registered office and the registered agent of the Company from time to time in accordance with the Act by filing or causing to be filed appropriate amendments to the Certificate of Formation with the Secretary of State of the State of Delaware.

Section 2.4 — Principal Office

The principal office of the Company is located at 590 Madison Avenue, 28th Floor, New York, New York 10022. The Member may change the principal office of the Company from time to time, and the Company may maintain such additional offices as the Member deems necessary or appropriate.

Section 2.5 — Term

The Company shall have perpetual existence, continuing until dissolved in accordance with the provisions of this Agreement or the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation in accordance with Section 8.3 hereof.

Section 2.6 — Purpose and Powers (Limited Purpose)

(a) The Company is formed for the following limited purposes:

(i) serving as the sole member of Ardent Capital GP III LLC, the General Partner of the Fund;

(ii) holding, managing, and exercising all rights and obligations as the sole member of the General Partner, including without limitation the General Partner's 1.5% general partner commitment to the Fund (which general partner commitment is $42,000,000 in total, based on total Fund commitments of $2,800,000,000, with approximately $1,960,000,000 in capital called to date, representing approximately 70% of total Fund commitments);

(iii) receiving and passing through distributions from the General Partner to the Member, including distributions of carried interest (which carried interest entitles the General Partner to 20% of the net profits of the Fund, subject to an 8% preferred return to the limited partners and a full catch-up allocation to the General Partner) and returns of GP capital contributions;

(iv) performing all obligations under the Second Amended and Restated LLC Agreement of Ardent Capital GP III LLC, the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, and any related Fund documents, subscription agreements, side letters, or ancillary agreements to which the Company may become a party or by which it may become bound; and

(v) engaging in any activities incidental or ancillary to the foregoing, including without limitation opening and maintaining bank accounts, entering into contracts, engaging professional advisors, and taking such other actions as may be necessary or appropriate in furtherance of the foregoing purposes.

(b) The Company shall not engage in any business or activity other than the foregoing limited purposes without the prior written consent of the Member. The Company shall not acquire, own, hold, manage, operate, or dispose of any assets other than its membership interest in the General Partner and any cash, cash equivalents, or other property received in connection with such membership interest, except as otherwise approved by the Member.

(c) Separateness Covenants. In furtherance of the foregoing, and in order to maintain the Company's existence as a separate legal entity, the Company shall at all times:

(i) maintain its existence as a limited liability company separate and apart from the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;

(ii) maintain separate books, records, and accounts from those of the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;

(iii) not commingle its assets or funds with the assets or funds of the Member, the General Partner, the Fund, the Management Company, or any other Affiliate, except as expressly contemplated by this Agreement or the governing documents of the General Partner;

(iv) hold itself out to the public and to all other Persons as a legal entity separate and distinct from the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;

(v) conduct its business in its own name and through its own Authorized Persons and Officers;

(vi) maintain separate stationery, invoices, and checks from those of the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;

(vii) pay its own liabilities and expenses from its own funds; and

(viii) observe all limited liability company formalities required by the Act and applicable law.

Section 2.7 — Qualification in Other Jurisdictions

The Member may cause the Company to be qualified, formed, or registered to conduct business under the laws of any state, territory, or jurisdiction, domestic or foreign, in which the Company may wish to conduct business or in which such qualification, formation, or registration is required or advisable. The Member or any Authorized Person is hereby authorized to execute, deliver, and file any certificates, notices, or other documents and to take any other actions as may be necessary or appropriate in connection with any such qualification, formation, or registration.

ARTICLE III — MEMBER; CAPITAL CONTRIBUTIONS

Section 3.1 — Sole Member

Ardent Capital Holdings LLC is the sole member of the Company and holds 100% of the membership interests in the Company. The Company shall have one class of membership interests, and all such interests are held by the Member. For informational purposes, the membership interests in HoldCo are held by the following individuals in the following percentages: Marcus Aldridge (42%), Priya Narayanan (36%), Robert Hsiao (14%), Elena Marchetti (4%), and Samuel Okonkwo (4%). The foregoing informational disclosure regarding HoldCo's members shall not be deemed to create any rights in favor of, or obligations to, any such individuals in their individual capacities under this Agreement.

Section 3.2 — Capital Contributions

(a) Initial Capital Contribution. The Member shall make an initial capital contribution to the Company consisting of the Member's contribution of all of its membership interests in Ardent Capital GP III LLC, or such cash or other property as the Member determines in its sole discretion to be necessary or appropriate to capitalize the Company and enable the Company to fulfill its purposes as set forth in Section 2.6 hereof.

(b) Additional Capital Contributions. The Member shall fund such additional capital contributions as may be required from time to time to satisfy the Company's obligations, including without limitation the GP commitment obligations to the Fund. In connection with the restructuring described in the recitals hereto, and without limiting the generality of the foregoing, the members of HoldCo have assumed the combined unfunded departing GP commitment in the aggregate amount of $3,402,000 (consisting of David Kellner's unfunded GP commitment of $1,890,000 and Joanna Trask's unfunded GP commitment of $1,512,000), which amounts have been allocated among the members of HoldCo pro rata in accordance with their respective percentage interests in HoldCo. Such amounts shall be funded by HoldCo to the Company, and by the Company to the General Partner, as and when capital calls are issued by the Fund.

(c) No Obligation of the Company. The Company shall have no obligation to fund any capital contribution to the General Partner in excess of the amounts funded to it by the Member.

Section 3.3 — No Right of Return

Except as otherwise expressly provided in this Agreement or as required by applicable law, the Member shall not have the right to withdraw or demand the return of any Capital Contribution or any portion thereof. Under circumstances requiring a return of the Member's Capital Contribution, the Member shall not have the right to receive property other than cash, except as the Member may otherwise determine.

Section 3.4 — Capital Account

A single capital account shall be maintained for the Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code"). The capital account of the Member shall be increased by (i) the amount of any Capital Contributions made by the Member to the Company and (ii) allocations to the Member of the Company's items of income and gain. The capital account of the Member shall be decreased by (i) the amount of any distributions made by the Company to the Member and (ii) allocations to the Member of the Company's items of loss and deduction. The capital account shall be further adjusted in accordance with the applicable provisions of the Treasury Regulations.

ARTICLE IV — ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 — Allocations of Profits and Losses

All items of income, gain, loss, deduction, and credit of the Company for each fiscal year (and each other period for which an allocation is required under the Code or the Treasury Regulations) shall be allocated solely to the Member. The Company is a disregarded entity for federal income tax purposes by virtue of having a single member, and accordingly all items of income, gain, loss, deduction, and credit of the Company shall be treated as items of the Member for purposes of federal income taxation. The Member shall report all such items on its federal income tax return (or, if the Member is itself a disregarded entity or a pass-through entity, on the returns of its members or partners, as applicable).

Section 4.2 — Distributions

(a) General. The Member may cause the Company to make distributions of Distributable Cash at such times and in such amounts as the Member determines in its sole discretion.

(b) Pass-Through Economics. All distributions received by the Company from the General Partner, including without limitation distributions of carried interest, returns of GP capital contributions, and any other amounts received by the Company in its capacity as the sole member of the General Partner, shall be distributed promptly to the Member, net of any amounts required to satisfy the Company's obligations or to maintain such reserves as the Member determines to be reasonable and appropriate.

(c) Carried Interest Distributions. The Company shall pass through to the Member any carried interest distributions received from the General Partner. On a notional basis, as of September 30, 2023, the accrued carried interest at the Fund level attributable to the General Partner amounts to approximately $87,600,000. Distributions of carried interest shall be made in accordance with the terms and conditions set forth in the Amended and Restated Agreement of Limited Partnership of the Fund, the Second Amended and Restated LLC Agreement of the General Partner, and any applicable allocation schedules or waterfall provisions contained therein.

(d) Departing Principal Carry. Distributions attributable to the vested carried interest retained by David Kellner (in the estimated amount of $13,140,000) and Joanna Trask (in the estimated amount of $6,307,200) shall be paid through the Company and the General Partner in accordance with the terms and conditions of the applicable Carry Retention and Clawback Side Letters entered into between each such departing principal and the General Partner. The Company's sole obligation with respect to such amounts shall be to facilitate the flow of such distributions from the General Partner to the applicable departing principals or their designees, as directed by the Member.

Section 4.3 — Tax Distributions

The Member may cause the Company to make tax distributions in such amounts as the Member determines in its sole discretion to be sufficient to cover the Member's (and its members') anticipated tax liability arising from allocations of the Company's items of income, gain, loss, deduction, and credit. Any tax distributions made pursuant to this Section 4.3 shall be treated as advances against, and shall reduce, subsequent distributions to the Member under Section 4.2 hereof.

ARTICLE V — MANAGEMENT AND GOVERNANCE

Section 5.1 — Management by the Member

The business and affairs of the Company shall be managed exclusively by the Member. The Member shall have full power and authority to do all things necessary or appropriate to carry out the purposes of the Company as set forth in Section 2.6 hereof, including without limitation the power and authority to execute, deliver, and perform any agreements, instruments, documents, or certificates on behalf of the Company. No board of managers or board of directors shall be required, and the governance of the Company is hereby vested exclusively in the sole Member. The Member shall not be required to hold any meetings or take any votes in connection with the management of the Company, and any action required or permitted to be taken by the Member may be taken by written consent of the Member executed and delivered in accordance with this Agreement.

Section 5.2 — Authorized Persons

The Member hereby designates Marcus Aldridge and Priya Narayanan as Authorized Persons of the Company. Each Authorized Person, acting individually and without the joinder or consent of any other Authorized Person, shall have the power and authority to execute and deliver any documents, agreements, instruments, or certificates, and to take any and all actions, on behalf of the Company as may be necessary or appropriate to carry out the purposes of the Company, including without limitation: (a) executing and delivering amendments to the Certificate of Formation; (b) executing and delivering agreements, instruments, and documents in connection with the Company's membership interest in the General Partner; (c) opening and maintaining bank accounts and directing disbursements therefrom; and (d) taking any other actions that the Member may authorize from time to time. The Member may designate additional or substitute Authorized Persons from time to time by written instrument delivered to the Company, without any amendment to this Agreement being required.

Section 5.3 — Officers

The Member may, from time to time, appoint one or more Officers of the Company, including without limitation a President, a Secretary, a Treasurer, and such other officers as the Member may determine, with such titles, duties, authority, and compensation as the Member may prescribe. The initial Officers of the Company shall be as follows: (a) Marcus Aldridge, as President; and (b) Priya Narayanan, as Secretary. Any Officer may be removed by the Member at any time, with or without cause, and any vacancy in any office may be filled by the Member. Any Officer may resign at any time by delivering written notice to the Member. The Officers shall have such authority to act on behalf of the Company as may be delegated to them by the Member, but no Officer shall have the authority to take any action that is reserved to the Member under this Agreement without the prior written consent of the Member.

Section 5.4 — Actions Requiring Member Consent

Notwithstanding any other provision of this Agreement, the following actions shall require the prior written consent of the Member:

(a) any amendment, modification, restatement, or waiver of any provision of this Agreement;

(b) the dissolution or winding up of the Company;

(d) the admission of any additional member to the Company;

(e) the issuance of any additional membership interests in the Company, whether of the same or a different class;

(f) any action outside the limited purposes set forth in Section 2.6 hereof;

(g) the incurrence of any indebtedness or the creation of any lien, security interest, pledge, charge, or other encumbrance on any asset of the Company;

(h) any amendment, modification, restatement, or waiver of any provision of the governing documents of the General Partner, including the Second Amended and Restated LLC Agreement of Ardent Capital GP III LLC; and

(i) any action relating to the removal, withdrawal, or transfer of the General Partner's interest in the Fund, including without limitation any action under Section 8.3 (Transfer of General Partner Interest) or Section 9.7 (Removal of the General Partner) of the Amended and Restated Agreement of Limited Partnership of the Fund.

Section 5.5 — No Authority of Others

No Person other than the Member, the Authorized Persons (to the extent of their authority as set forth in Section 5.2 hereof), and the Officers (to the extent of any authority delegated to them by the Member pursuant to Section 5.3 hereof) shall have any authority to bind the Company, act on its behalf, or incur any obligation or liability in the name of or on behalf of the Company. No limited partner of the Fund, no member of the General Partner (other than the Company), no creditor of the Company, and no other Person shall have any right to participate in the management or control of the Company's business or affairs or to act for or bind the Company.

ARTICLE VI — BOOKS, RECORDS, AND ACCOUNTING

Section 6.1 — Books and Records

The Company shall maintain complete and accurate books and records of the Company's business and affairs at its principal office located at 590 Madison Avenue, 28th Floor, New York, New York 10022, or at such other location as the Member may determine from time to time. Such books and records shall include, without limitation: (a) a copy of the Certificate of Formation, as amended or restated from time to time; (b) a copy of this Agreement, as amended or restated from time to time; (c) financial statements of the Company; (d) federal, state, and local income tax returns and reports of the Company, if any; (e) records of all Capital Contributions made by the Member; (f) records of all distributions made by the Company to the Member; and (g) such other books, records, and documents as may be required by the Act or as the Member may determine to be necessary or appropriate. The Member shall have the right to inspect and copy any of the foregoing books and records at any time during ordinary business hours.

Section 6.2 — Fiscal Year

The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year (or, for the first fiscal year, commencing on the date of formation of the Company and ending on December 31 of such year, and for the final fiscal year, commencing on January 1 and ending on the date on which the winding up of the Company is completed).

Section 6.3 — Tax Matters

(a) Disregarded Entity Status. The Company is intended to be treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, by virtue of having a single owner. Neither the Company nor the Member shall file any election or take any action that is inconsistent with the treatment of the Company as a disregarded entity for federal income tax purposes, unless otherwise determined by the Member.

(b) Tax Reporting. All items of income, gain, loss, deduction, and credit of the Company shall be reported on the Member's federal income tax return (or, to the extent the Member is itself a pass-through entity for federal income tax purposes, on the returns of its members, partners, or beneficial owners, as applicable). The Member shall be responsible for all tax filings and elections relating to the Company, including without limitation any state and local tax filings and any elections under Section 754, Section 761, or any other provision of the Code, to the extent applicable.

(c) Tax Advisor Coordination. The Member shall coordinate with Heathrow Whitman & Co., the Fund's independent auditor and tax advisor (engagement partner: Paul Devereux), for proper K-1 reporting, entity-level filings, and the preparation and review of any tax-related schedules, workpapers, or analyses relating to the Company, the General Partner, or the Fund, as applicable.

Section 6.4 — Bank Accounts

The Company may open and maintain one or more bank accounts, investment accounts, or other deposit accounts at such financial institutions as the Member or the Authorized Persons may determine from time to time. Funds of the Company shall be deposited in such accounts and withdrawals shall be made therefrom as authorized by the Member or any Authorized Person.

ARTICLE VII — TRANSFER OF MEMBERSHIP INTERESTS

Section 7.1 — Restriction on Transfer

The Member may not transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in the Company, whether voluntarily or by operation of law, except with the prior written consent of the Member (which consent may be given or withheld in the Member's sole and absolute discretion, it being understood that the Member is the sole member and accordingly such consent mechanism is included for documentary purposes and to preserve the formality of the consent requirement in the event of any future admission of additional members). Any purported transfer made in violation of this Section 7.1 shall be null and void and of no force or effect. Any transfer of the Member's membership interest in the Company must comply with all applicable federal and state securities laws and with the terms and conditions of the Fund's Amended and Restated Agreement of Limited Partnership, including without limitation Section 8.3 thereof (Transfer of General Partner Interest), to the extent such transfer would constitute or result in a direct or indirect transfer of the General Partner's interest in the Fund.

Section 7.2 — Admission of Substitute Members

No Person shall be admitted as a substitute member or an additional member of the Company without the prior written consent of the Member and compliance with all applicable provisions of the Act and applicable law. Any such admission shall be conditioned upon the execution and delivery by the Person to be admitted of a written instrument agreeing to be bound by the terms and conditions of this Agreement. Upon the admission of any additional member, this Agreement shall be amended to reflect such admission, and the Company shall cease to be treated as a disregarded entity for federal income tax purposes, unless only one member remains following any such restructuring.

ARTICLE VIII — DISSOLUTION AND WINDING UP

Section 8.1 — Events of Dissolution

The Company shall be dissolved upon the earliest to occur of the following:

(a) a written determination by the Member to dissolve the Company;

(b) the entry of a judicial decree of dissolution of the Company under Section 18-802 of the Act;

(c) the sale or other disposition of all of the Company's assets, including its membership interest in Ardent Capital GP III LLC, and the receipt by the Company of all consideration therefor; or

(d) the termination or dissolution of Ardent Capital Partners III LP (the Fund term is scheduled to expire on December 31, 2029, subject to two successive one-year extensions at the election of the General Partner, which extensions may be exercised pursuant to the terms and conditions set forth in the Amended and Restated Agreement of Limited Partnership of the Fund).

The death, retirement, resignation, expulsion, bankruptcy, dissolution, or other cessation of existence of the Member shall not, in and of itself, cause a dissolution of the Company, provided that a successor or assignee of the Member's interest is admitted as a member of the Company within ninety (90) days of such event in accordance with the Act.

Section 8.2 — Winding Up

Upon the dissolution of the Company, the Authorized Persons or a liquidating agent designated by the Member (or, if no Authorized Persons or Member is available, a liquidating agent appointed by a court of competent jurisdiction) shall wind up the Company's affairs and liquidate the Company's assets. The assets of the Company shall be applied and distributed in the following order of priority:

(i) first, to the payment and discharge of all of the Company's debts and liabilities, including any debts and liabilities owed to the Member (other than on account of the Member's Capital Contributions or distributions), in the order of priority provided by law;

(ii) second, to the establishment of such reserves as the liquidating agent or the Authorized Persons may determine to be reasonably necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Company, which reserves shall be held for such period as the liquidating agent or the Authorized Persons deem advisable and, upon the expiration of such period, shall be distributed in accordance with clause (iii) below; and

(iii) third, to the distribution of the remaining assets to the Member, in cash or in kind (as determined by the liquidating agent or the Authorized Persons), in accordance with the Member's positive capital account balance.

Section 8.3 — Certificate of Cancellation

Upon the completion of the winding up and liquidation of the Company, the Authorized Persons, the liquidating agent, or any other Person authorized by the Member shall execute and file a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Act. Upon the filing of such Certificate of Cancellation, the existence of the Company as a separate legal entity shall cease.

ARTICLE IX — EXCULPATION AND INDEMNIFICATION

Section 9.1 — Exculpation

No Member, Authorized Person, or Officer shall be liable, responsible, or accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Person in good faith and in a manner reasonably believed by such Person to be in, or not opposed to, the best interests of the Company, unless such act or omission constitutes fraud, willful misconduct, or a knowing violation of law. To the fullest extent permitted by the Act, no Member, Authorized Person, or Officer shall have any personal liability to the Company or to any other Person for monetary damages for breach of any duty owed to the Company as a member, authorized person, or officer of the Company, except for liability resulting from such Person's fraud, willful misconduct, or knowing violation of law. The provisions of this Section 9.1 shall not limit or eliminate the right of the Company or the Member to pursue equitable remedies, including injunctive relief or a decree of specific performance.

Section 9.2 — Indemnification

The Company shall indemnify, defend, and hold harmless the Member, each Authorized Person, each Officer, and their respective Affiliates, members, partners, shareholders, managers, directors, officers, employees, and agents (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses, court costs, and costs of investigation and settlement) arising out of or relating to the business and affairs of the Company or the performance by such Indemnified Person of its duties and responsibilities hereunder or under applicable law, except to the extent that such losses, claims, damages, liabilities, costs, or expenses are determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from the fraud, willful misconduct, or knowing violation of law by such Indemnified Person. Indemnification pursuant to this Section 9.2 shall be to the fullest extent permitted by the Act, as the same may be amended from time to time. The indemnification provided by this Section 9.2 shall be in addition to, and not exclusive of, any other rights to which any Indemnified Person may be entitled under any other agreement, as a matter of law, or otherwise.

Section 9.3 — Advancement of Expenses

Expenses (including reasonable attorneys' fees and expenses) incurred by an Indemnified Person in connection with any proceeding for which indemnification may be sought under Section 9.2 hereof shall be advanced by the Company to such Indemnified Person prior to the final disposition of such proceeding, upon receipt by the Company of a written undertaking by or on behalf of such Indemnified Person to repay all such advanced amounts if it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Article IX.

ARTICLE X — MISCELLANEOUS

Section 10.1 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including the Act), without regard to the principles of conflict of laws thereof that would require the application of the laws of any other jurisdiction.

Section 10.2 — Amendments

This Agreement may be amended, modified, supplemented, restated, or waived only by a written instrument executed and delivered by the Member. No amendment, modification, supplement, restatement, or waiver shall be effective unless set forth in a written instrument that specifically references this Agreement and is signed by the Member.

Section 10.3 — Entire Agreement

This Agreement, together with the Certificate of Formation and the Exhibits attached hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect thereto. There are no representations, warranties, covenants, or agreements among the parties hereto relating to the subject matter hereof other than those set forth or referred to herein.

Section 10.4 — Severability

If any provision of this Agreement or the application thereof to any Person or circumstance is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other Persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are declared to be severable. In the event any provision is so held to be invalid, illegal, or unenforceable, the parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 10.5 — Waiver

No waiver of any provision of this Agreement, or of any breach thereof, shall be effective unless in writing and signed by the Member. No waiver by the Member of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or a similar nature. The failure of the Member to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

Section 10.6 — Notices

All notices, requests, consents, approvals, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by electronic mail (with confirmation of receipt), (c) sent by nationally recognized overnight courier service (with proof of delivery), or (d) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to the Company:

Ardent GP Intermediate LLC 590 Madison Avenue, 28th Floor New York, New York 10022

Attention: Marcus Aldridge and Priya Narayanan

If to the Member:

Ardent Capital Holdings LLC 590 Madison Avenue, 28th Floor New York, New York 10022

Attention: Marcus Aldridge and Priya Narayanan

With a copy to (which copy shall not constitute notice):

Calderwood & Harkness LLP One Vanderbilt Avenue, 44th Floor New York, New York 10017

Attention: Nicholas Stern

Section 10.7 — Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission (including by .pdf or other electronic format) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.8 — No Third-Party Beneficiaries

Except for Indemnified Persons entitled to indemnification and advancement of expenses under Article IX hereof, no Person other than the Member shall be deemed a third-party beneficiary of this Agreement, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Member (and, to the extent expressly provided herein, the Indemnified Persons) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.9 — Creditors

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company, of the Member, or of any other Person. No creditor who makes a loan to the Company, the Member, or any other Person shall have or acquire, as a result of making such loan, any direct or indirect interest in the Company's profits, losses, or distributions.

Section 10.10 — Filings

The Member or the Authorized Persons shall execute, acknowledge, and file, or cause to be executed, acknowledged, and filed, any and all certificates, documents, instruments, and other filings as may be required or advisable under applicable law in connection with the formation, organization, qualification, operation, dissolution, or termination of the Company.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first written above.

SOLE MEMBER:

ARDENT CAPITAL HOLDINGS LLC

By: ________

Name: Marcus Aldridge

Title: Managing Member

By: ________

Name: Priya Narayanan

Title: Managing Member

Date: February 28, 2024

EXHIBIT A

MEMBER INFORMATION

HoldCo EIN: 93-1847225

Company EIN: 93-1847231

HoldCo Members and Respective HoldCo Interests:

The foregoing information regarding HoldCo members is provided for informational and reference purposes only and does not confer any rights upon such individuals under this Agreement.

EXHIBIT B

LIMITED LIABILITY COMPANY AGREEMENT
OF
ARDENT GP INTERMEDIATE LLC
A Delaware Limited Liability Company
Effective as of February 28, 2024
Sole Member: Ardent Capital Holdings LLC
LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT GP INTERMEDIATE LLC
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LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT GP INTERMEDIATE LLC
This Limited Liability Company Agreement (this "Agreement") of Ardent GP Intermediate LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of February 28, 2024, by Ardent Capital Holdings LLC, a Delaware limited liability company ("HoldCo" or the "Member"), as the sole member of the Company.
WHEREAS, Ardent Capital Holdings LLC desires to form the Company as an intermediate holding entity within the broader organizational structure of the Ardent Capital platform;
WHEREAS, the Company will serve as the sole member of Ardent Capital GP III LLC (the "General Partner"), a Delaware limited liability company that serves as the sole general partner of Ardent Capital Partners III LP (the "Fund"), a Delaware limited partnership with approximately $2.8 billion in total commitments;
WHEREAS, the formation of the Company is part of a broader restructuring of the management company and general partner structure of the Fund, which restructuring has been approved by the members of Ardent Capital GP III LLC and consented to by the Limited Partner Advisory Committee of the Fund pursuant to Section 9.4 of the Fund's Amended and Restated Agreement of Limited Partnership;
WHEREAS, the Member desires to set forth the terms and conditions governing the Company, including the Company's limited purposes, the Member's rights and obligations with respect to the Company, and the management and governance of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" (including the correlative terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other equity interests, by contract, or otherwise.
"Agreement" means this Limited Liability Company Agreement of the Company, as the same may be amended, modified, supplemented, or restated from time to time in accordance with the terms hereof.
"Authorized Person" means each of Marcus Aldridge and Priya Narayanan, as designated by the Member pursuant to Section 5.2 hereof, and any additional or substitute persons so designated by the Member from time to time.
"Capital Contribution" means any contribution of cash, property, services, or other consideration made by the Member to the capital of the Company, including any initial capital contribution and any additional capital contributions made in accordance with Article III hereof.
"Certificate of Formation" means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on March 1, 2024, under File No. 7948237, as the same may be amended or restated from time to time.
"Company" means Ardent GP Intermediate LLC, a Delaware limited liability company.
"Distributable Cash" means, as of any date of determination, the net cash of the Company available for distribution to the Member after (a) payment or provision for payment of all debts, liabilities, and obligations of the Company then due and payable, (b) establishment of such reserves as the Member may determine in its sole discretion to be reasonably necessary or appropriate for the operations and obligations of the Company, and (c) satisfaction of any other obligations of the Company.
"Fund" means Ardent Capital Partners III LP, a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., governed by that certain Amended and Restated Agreement of Limited Partnership, as amended, supplemented, or restated from time to time.
"General Partner" means Ardent Capital GP III LLC, a Delaware limited liability company, in its capacity as the sole general partner of the Fund, governed by that certain Second Amended and Restated LLC Agreement of Ardent Capital GP III LLC, effective as of February 28, 2024, as amended, supplemented, or restated from time to time.
"HoldCo" or "Member" means Ardent Capital Holdings LLC, a Delaware limited liability company, in its capacity as the sole member of the Company.
"Management Company" or "ManCo" means Ardent Capital Management LLC, a Delaware limited liability company, which is registered with the United States Securities and Exchange Commission as an investment adviser (CRD #298417).
"Officers" means any officers of the Company appointed by the Member from time to time in accordance with Section 5.3 hereof.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof, or any other entity of any kind.
"Subsidiary" means the General Partner and any other entity directly owned by the Company from time to time.
Section 1.2 — Interpretation
Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement:
(a) The headings of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not be considered in interpreting this Agreement.
(b) Words importing the singular number shall include the plural number and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa.
(c) References herein to "Articles," "Sections," "Exhibits," and other subdivisions refer to the corresponding Articles, Sections, Exhibits, and other subdivisions of or attached to this Agreement unless expressly provided otherwise.
(d) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement.
(e) The terms "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(f) References to any statute or statutory provision shall include any statute or statutory provision that amends, extends, consolidates, or replaces the same, and shall include all rules, regulations, orders, and other instruments promulgated thereunder.
(g) References to any agreement or document shall be deemed to include references to such agreement or document as amended, modified, supplemented, or restated from time to time in accordance with its terms.
(h) No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by reason of such party having or being deemed to have drafted or dictated such provision.
ARTICLE II — ORGANIZATION
Section 2.1 — Formation
The Company has been formed as a Delaware limited liability company pursuant to the Act by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on March 1, 2024, under File No. 7948237. This Agreement is effective as of February 28, 2024, with the Certificate of Formation to be filed promptly thereafter. The Company has been assigned Employer Identification Number 93-1847231 by the Internal Revenue Service. The rights, powers, duties, obligations, and liabilities of the Member shall be as provided in the Act, except as otherwise provided in this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of the Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.
Section 2.2 — Name
The name of the Company is "Ardent GP Intermediate LLC." The business of the Company may be conducted under such name or under any other name or names as may be approved by the Member from time to time. The Member or any Authorized Person shall file or cause to be filed any fictitious name certificates and similar filings, and any amendments thereto, that the Member considers appropriate or advisable in connection with the conduct of the Company's business.
Section 2.3 — Registered Office and Registered Agent
The registered office of the Company in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered agent of the Company for service of process at such address is Prestige Registered Agents LLC. The Member may change the registered office and the registered agent of the Company from time to time in accordance with the Act by filing or causing to be filed appropriate amendments to the Certificate of Formation with the Secretary of State of the State of Delaware.
Section 2.4 — Principal Office
The principal office of the Company is located at 590 Madison Avenue, 28th Floor, New York, New York 10022. The Member may change the principal office of the Company from time to time, and the Company may maintain such additional offices as the Member deems necessary or appropriate.
Section 2.5 — Term
The Company shall have perpetual existence, continuing until dissolved in accordance with the provisions of this Agreement or the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation in accordance with Section 8.3 hereof.
Section 2.6 — Purpose and Powers (Limited Purpose)
(a) The Company is formed for the following limited purposes:
(i) serving as the sole member of Ardent Capital GP III LLC, the General Partner of the Fund;
(ii) holding, managing, and exercising all rights and obligations as the sole member of the General Partner, including without limitation the General Partner's 1.5% general partner commitment to the Fund (which general partner commitment is $42,000,000 in total, based on total Fund commitments of $2,800,000,000, with approximately $1,960,000,000 in capital called to date, representing approximately 70% of total Fund commitments);
(iii) receiving and passing through distributions from the General Partner to the Member, including distributions of carried interest (which carried interest entitles the General Partner to 20% of the net profits of the Fund, subject to an 8% preferred return to the limited partners and a full catch-up allocation to the General Partner) and returns of GP capital contributions;
(iv) performing all obligations under the Second Amended and Restated LLC Agreement of Ardent Capital GP III LLC, the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, and any related Fund documents, subscription agreements, side letters, or ancillary agreements to which the Company may become a party or by which it may become bound; and
(v) engaging in any activities incidental or ancillary to the foregoing, including without limitation opening and maintaining bank accounts, entering into contracts, engaging professional advisors, and taking such other actions as may be necessary or appropriate in furtherance of the foregoing purposes.
(b) The Company shall not engage in any business or activity other than the foregoing limited purposes without the prior written consent of the Member. The Company shall not acquire, own, hold, manage, operate, or dispose of any assets other than its membership interest in the General Partner and any cash, cash equivalents, or other property received in connection with such membership interest, except as otherwise approved by the Member.
(c) Separateness Covenants. In furtherance of the foregoing, and in order to maintain the Company's existence as a separate legal entity, the Company shall at all times:
(i) maintain its existence as a limited liability company separate and apart from the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;
(ii) maintain separate books, records, and accounts from those of the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;
(iii) not commingle its assets or funds with the assets or funds of the Member, the General Partner, the Fund, the Management Company, or any other Affiliate, except as expressly contemplated by this Agreement or the governing documents of the General Partner;
(iv) hold itself out to the public and to all other Persons as a legal entity separate and distinct from the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;
(v) conduct its business in its own name and through its own Authorized Persons and Officers;
(vi) maintain separate stationery, invoices, and checks from those of the Member, the General Partner, the Fund, the Management Company, and any other Affiliate;
(vii) pay its own liabilities and expenses from its own funds; and
(viii) observe all limited liability company formalities required by the Act and applicable law.
Section 2.7 — Qualification in Other Jurisdictions
The Member may cause the Company to be qualified, formed, or registered to conduct business under the laws of any state, territory, or jurisdiction, domestic or foreign, in which the Company may wish to conduct business or in which such qualification, formation, or registration is required or advisable. The Member or any Authorized Person is hereby authorized to execute, deliver, and file any certificates, notices, or other documents and to take any other actions as may be necessary or appropriate in connection with any such qualification, formation, or registration.
ARTICLE III — MEMBER; CAPITAL CONTRIBUTIONS
Section 3.1 — Sole Member
Ardent Capital Holdings LLC is the sole member of the Company and holds 100% of the membership interests in the Company. The Company shall have one class of membership interests, and all such interests are held by the Member. For informational purposes, the membership interests in HoldCo are held by the following individuals in the following percentages: Marcus Aldridge (42%), Priya Narayanan (36%), Robert Hsiao (14%), Elena Marchetti (4%), and Samuel Okonkwo (4%). The foregoing informational disclosure regarding HoldCo's members shall not be deemed to create any rights in favor of, or obligations to, any such individuals in their individual capacities under this Agreement.
Section 3.2 — Capital Contributions
(a) Initial Capital Contribution. The Member shall make an initial capital contribution to the Company consisting of the Member's contribution of all of its membership interests in Ardent Capital GP III LLC, or such cash or other property as the Member determines in its sole discretion to be necessary or appropriate to capitalize the Company and enable the Company to fulfill its purposes as set forth in Section 2.6 hereof.
(b) Additional Capital Contributions. The Member shall fund such additional capital contributions as may be required from time to time to satisfy the Company's obligations, including without limitation the GP commitment obligations to the Fund. In connection with the restructuring described in the recitals hereto, and without limiting the generality of the foregoing, the members of HoldCo have assumed the combined unfunded departing GP commitment in the aggregate amount of $3,402,000 (consisting of David Kellner's unfunded GP commitment of $1,890,000 and Joanna Trask's unfunded GP commitment of $1,512,000), which amounts have been allocated among the members of HoldCo pro rata in accordance with their respective percentage interests in HoldCo. Such amounts shall be funded by HoldCo to the Company, and by the Company to the General Partner, as and when capital calls are issued by the Fund.
(c) No Obligation of the Company. The Company shall have no obligation to fund any capital contribution to the General Partner in excess of the amounts funded to it by the Member.
Section 3.3 — No Right of Return
Except as otherwise expressly provided in this Agreement or as required by applicable law, the Member shall not have the right to withdraw or demand the return of any Capital Contribution or any portion thereof. Under circumstances requiring a return of the Member's Capital Contribution, the Member shall not have the right to receive property other than cash, except as the Member may otherwise determine.
Section 3.4 — Capital Account
A single capital account shall be maintained for the Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code"). The capital account of the Member shall be increased by (i) the amount of any Capital Contributions made by the Member to the Company and (ii) allocations to the Member of the Company's items of income and gain. The capital account of the Member shall be decreased by (i) the amount of any distributions made by the Company to the Member and (ii) allocations to the Member of the Company's items of loss and deduction. The capital account shall be further adjusted in accordance with the applicable provisions of the Treasury Regulations.
ARTICLE IV — ALLOCATIONS AND DISTRIBUTIONS
Section 4.1 — Allocations of Profits and Losses
All items of income, gain, loss, deduction, and credit of the Company for each fiscal year (and each other period for which an allocation is required under the Code or the Treasury Regulations) shall be allocated solely to the Member. The Company is a disregarded entity for federal income tax purposes by virtue of having a single member, and accordingly all items of income, gain, loss, deduction, and credit of the Company shall be treated as items of the Member for purposes of federal income taxation. The Member shall report all such items on its federal income tax return (or, if the Member is itself a disregarded entity or a pass-through entity, on the returns of its members or partners, as applicable).
Section 4.2 — Distributions
(a) General. The Member may cause the Company to make distributions of Distributable Cash at such times and in such amounts as the Member determines in its sole discretion.
(b) Pass-Through Economics. All distributions received by the Company from the General Partner, including without limitation distributions of carried interest, returns of GP capital contributions, and any other amounts received by the Company in its capacity as the sole member of the General Partner, shall be distributed promptly to the Member, net of any amounts required to satisfy the Company's obligations or to maintain such reserves as the Member determines to be reasonable and appropriate.
(c) Carried Interest Distributions. The Company shall pass through to the Member any carried interest distributions received from the General Partner. On a notional basis, as of September 30, 2023, the accrued carried interest at the Fund level attributable to the General Partner amounts to approximately $87,600,000. Distributions of carried interest shall be made in accordance with the terms and conditions set forth in the Amended and Restated Agreement of Limited Partnership of the Fund, the Second Amended and Restated LLC Agreement of the General Partner, and any applicable allocation schedules or waterfall provisions contained therein.
(d) Departing Principal Carry. Distributions attributable to the vested carried interest retained by David Kellner (in the estimated amount of $13,140,000) and Joanna Trask (in the estimated amount of $6,307,200) shall be paid through the Company and the General Partner in accordance with the terms and conditions of the applicable Carry Retention and Clawback Side Letters entered into between each such departing principal and the General Partner. The Company's sole obligation with respect to such amounts shall be to facilitate the flow of such distributions from the General Partner to the applicable departing principals or their designees, as directed by the Member.
Section 4.3 — Tax Distributions
The Member may cause the Company to make tax distributions in such amounts as the Member determines in its sole discretion to be sufficient to cover the Member's (and its members') anticipated tax liability arising from allocations of the Company's items of income, gain, loss, deduction, and credit. Any tax distributions made pursuant to this Section 4.3 shall be treated as advances against, and shall reduce, subsequent distributions to the Member under Section 4.2 hereof.
ARTICLE V — MANAGEMENT AND GOVERNANCE
Section 5.1 — Management by the Member
The business and affairs of the Company shall be managed exclusively by the Member. The Member shall have full power and authority to do all things necessary or appropriate to carry out the purposes of the Company as set forth in Section 2.6 hereof, including without limitation the power and authority to execute, deliver, and perform any agreements, instruments, documents, or certificates on behalf of the Company. No board of managers or board of directors shall be required, and the governance of the Company is hereby vested exclusively in the sole Member. The Member shall not be required to hold any meetings or take any votes in connection with the management of the Company, and any action required or permitted to be taken by the Member may be taken by written consent of the Member executed and delivered in accordance with this Agreement.
Section 5.2 — Authorized Persons
The Member hereby designates Marcus Aldridge and Priya Narayanan as Authorized Persons of the Company. Each Authorized Person, acting individually and without the joinder or consent of any other Authorized Person, shall have the power and authority to execute and deliver any documents, agreements, instruments, or certificates, and to take any and all actions, on behalf of the Company as may be necessary or appropriate to carry out the purposes of the Company, including without limitation: (a) executing and delivering amendments to the Certificate of Formation; (b) executing and delivering agreements, instruments, and documents in connection with the Company's membership interest in the General Partner; (c) opening and maintaining bank accounts and directing disbursements therefrom; and (d) taking any other actions that the Member may authorize from time to time. The Member may designate additional or substitute Authorized Persons from time to time by written instrument delivered to the Company, without any amendment to this Agreement being required.
Section 5.3 — Officers
The Member may, from time to time, appoint one or more Officers of the Company, including without limitation a President, a Secretary, a Treasurer, and such other officers as the Member may determine, with such titles, duties, authority, and compensation as the Member may prescribe. The initial Officers of the Company shall be as follows: (a) Marcus Aldridge, as President; and (b) Priya Narayanan, as Secretary. Any Officer may be removed by the Member at any time, with or without cause, and any vacancy in any office may be filled by the Member. Any Officer may resign at any time by delivering written notice to the Member. The Officers shall have such authority to act on behalf of the Company as may be delegated to them by the Member, but no Officer shall have the authority to take any action that is reserved to the Member under this Agreement without the prior written consent of the Member.
Section 5.4 — Actions Requiring Member Consent
Notwithstanding any other provision of this Agreement, the following actions shall require the prior written consent of the Member:
(a) any amendment, modification, restatement, or waiver of any provision of this Agreement;
(b) the dissolution or winding up of the Company;
(c) any merger, consolidation, conversion, or domestication of the Company with or into any other entity;
(d) the admission of any additional member to the Company;
(e) the issuance of any additional membership interests in the Company, whether of the same or a different class;
(f) any action outside the limited purposes set forth in Section 2.6 hereof;
(g) the incurrence of any indebtedness or the creation of any lien, security interest, pledge, charge, or other encumbrance on any asset of the Company;
(h) any amendment, modification, restatement, or waiver of any provision of the governing documents of the General Partner, including the Second Amended and Restated LLC Agreement of Ardent Capital GP III LLC; and
(i) any action relating to the removal, withdrawal, or transfer of the General Partner's interest in the Fund, including without limitation any action under Section 8.3 (Transfer of General Partner Interest) or Section 9.7 (Removal of the General Partner) of the Amended and Restated Agreement of Limited Partnership of the Fund.
Section 5.5 — No Authority of Others
No Person other than the Member, the Authorized Persons (to the extent of their authority as set forth in Section 5.2 hereof), and the Officers (to the extent of any authority delegated to them by the Member pursuant to Section 5.3 hereof) shall have any authority to bind the Company, act on its behalf, or incur any obligation or liability in the name of or on behalf of the Company. No limited partner of the Fund, no member of the General Partner (other than the Company), no creditor of the Company, and no other Person shall have any right to participate in the management or control of the Company's business or affairs or to act for or bind the Company.
ARTICLE VI — BOOKS, RECORDS, AND ACCOUNTING
Section 6.1 — Books and Records
The Company shall maintain complete and accurate books and records of the Company's business and affairs at its principal office located at 590 Madison Avenue, 28th Floor, New York, New York 10022, or at such other location as the Member may determine from time to time. Such books and records shall include, without limitation: (a) a copy of the Certificate of Formation, as amended or restated from time to time; (b) a copy of this Agreement, as amended or restated from time to time; (c) financial statements of the Company; (d) federal, state, and local income tax returns and reports of the Company, if any; (e) records of all Capital Contributions made by the Member; (f) records of all distributions made by the Company to the Member; and (g) such other books, records, and documents as may be required by the Act or as the Member may determine to be necessary or appropriate. The Member shall have the right to inspect and copy any of the foregoing books and records at any time during ordinary business hours.
Section 6.2 — Fiscal Year
The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year (or, for the first fiscal year, commencing on the date of formation of the Company and ending on December 31 of such year, and for the final fiscal year, commencing on January 1 and ending on the date on which the winding up of the Company is completed).
Section 6.3 — Tax Matters
(a) Disregarded Entity Status. The Company is intended to be treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, by virtue of having a single owner. Neither the Company nor the Member shall file any election or take any action that is inconsistent with the treatment of the Company as a disregarded entity for federal income tax purposes, unless otherwise determined by the Member.
(b) Tax Reporting. All items of income, gain, loss, deduction, and credit of the Company shall be reported on the Member's federal income tax return (or, to the extent the Member is itself a pass-through entity for federal income tax purposes, on the returns of its members, partners, or beneficial owners, as applicable). The Member shall be responsible for all tax filings and elections relating to the Company, including without limitation any state and local tax filings and any elections under Section 754, Section 761, or any other provision of the Code, to the extent applicable.
(c) Tax Advisor Coordination. The Member shall coordinate with Heathrow Whitman & Co., the Fund's independent auditor and tax advisor (engagement partner: Paul Devereux), for proper K-1 reporting, entity-level filings, and the preparation and review of any tax-related schedules, workpapers, or analyses relating to the Company, the General Partner, or the Fund, as applicable.
Section 6.4 — Bank Accounts
The Company may open and maintain one or more bank accounts, investment accounts, or other deposit accounts at such financial institutions as the Member or the Authorized Persons may determine from time to time. Funds of the Company shall be deposited in such accounts and withdrawals shall be made therefrom as authorized by the Member or any Authorized Person.
ARTICLE VII — TRANSFER OF MEMBERSHIP INTERESTS
Section 7.1 — Restriction on Transfer
The Member may not transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in the Company, whether voluntarily or by operation of law, except with the prior written consent of the Member (which consent may be given or withheld in the Member's sole and absolute discretion, it being understood that the Member is the sole member and accordingly such consent mechanism is included for documentary purposes and to preserve the formality of the consent requirement in the event of any future admission of additional members). Any purported transfer made in violation of this Section 7.1 shall be null and void and of no force or effect. Any transfer of the Member's membership interest in the Company must comply with all applicable federal and state securities laws and with the terms and conditions of the Fund's Amended and Restated Agreement of Limited Partnership, including without limitation Section 8.3 thereof (Transfer of General Partner Interest), to the extent such transfer would constitute or result in a direct or indirect transfer of the General Partner's interest in the Fund.
Section 7.2 — Admission of Substitute Members
No Person shall be admitted as a substitute member or an additional member of the Company without the prior written consent of the Member and compliance with all applicable provisions of the Act and applicable law. Any such admission shall be conditioned upon the execution and delivery by the Person to be admitted of a written instrument agreeing to be bound by the terms and conditions of this Agreement. Upon the admission of any additional member, this Agreement shall be amended to reflect such admission, and the Company shall cease to be treated as a disregarded entity for federal income tax purposes, unless only one member remains following any such restructuring.
ARTICLE VIII — DISSOLUTION AND WINDING UP
Section 8.1 — Events of Dissolution
The Company shall be dissolved upon the earliest to occur of the following:
(a) a written determination by the Member to dissolve the Company;
(b) the entry of a judicial decree of dissolution of the Company under Section 18-802 of the Act;
(c) the sale or other disposition of all of the Company's assets, including its membership interest in Ardent Capital GP III LLC, and the receipt by the Company of all consideration therefor; or
(d) the termination or dissolution of Ardent Capital Partners III LP (the Fund term is scheduled to expire on December 31, 2029, subject to two successive one-year extensions at the election of the General Partner, which extensions may be exercised pursuant to the terms and conditions set forth in the Amended and Restated Agreement of Limited Partnership of the Fund).
The death, retirement, resignation, expulsion, bankruptcy, dissolution, or other cessation of existence of the Member shall not, in and of itself, cause a dissolution of the Company, provided that a successor or assignee of the Member's interest is admitted as a member of the Company within ninety (90) days of such event in accordance with the Act.
Section 8.2 — Winding Up
Upon the dissolution of the Company, the Authorized Persons or a liquidating agent designated by the Member (or, if no Authorized Persons or Member is available, a liquidating agent appointed by a court of competent jurisdiction) shall wind up the Company's affairs and liquidate the Company's assets. The assets of the Company shall be applied and distributed in the following order of priority:
(i) first, to the payment and discharge of all of the Company's debts and liabilities, including any debts and liabilities owed to the Member (other than on account of the Member's Capital Contributions or distributions), in the order of priority provided by law;
(ii) second, to the establishment of such reserves as the liquidating agent or the Authorized Persons may determine to be reasonably necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Company, which reserves shall be held for such period as the liquidating agent or the Authorized Persons deem advisable and, upon the expiration of such period, shall be distributed in accordance with clause (iii) below; and
(iii) third, to the distribution of the remaining assets to the Member, in cash or in kind (as determined by the liquidating agent or the Authorized Persons), in accordance with the Member's positive capital account balance.
Section 8.3 — Certificate of Cancellation
Upon the completion of the winding up and liquidation of the Company, the Authorized Persons, the liquidating agent, or any other Person authorized by the Member shall execute and file a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Act. Upon the filing of such Certificate of Cancellation, the existence of the Company as a separate legal entity shall cease.
ARTICLE IX — EXCULPATION AND INDEMNIFICATION
Section 9.1 — Exculpation
No Member, Authorized Person, or Officer shall be liable, responsible, or accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Person in good faith and in a manner reasonably believed by such Person to be in, or not opposed to, the best interests of the Company, unless such act or omission constitutes fraud, willful misconduct, or a knowing violation of law. To the fullest extent permitted by the Act, no Member, Authorized Person, or Officer shall have any personal liability to the Company or to any other Person for monetary damages for breach of any duty owed to the Company as a member, authorized person, or officer of the Company, except for liability resulting from such Person's fraud, willful misconduct, or knowing violation of law. The provisions of this Section 9.1 shall not limit or eliminate the right of the Company or the Member to pursue equitable remedies, including injunctive relief or a decree of specific performance.
Section 9.2 — Indemnification
The Company shall indemnify, defend, and hold harmless the Member, each Authorized Person, each Officer, and their respective Affiliates, members, partners, shareholders, managers, directors, officers, employees, and agents (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses, court costs, and costs of investigation and settlement) arising out of or relating to the business and affairs of the Company or the performance by such Indemnified Person of its duties and responsibilities hereunder or under applicable law, except to the extent that such losses, claims, damages, liabilities, costs, or expenses are determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from the fraud, willful misconduct, or knowing violation of law by such Indemnified Person. Indemnification pursuant to this Section 9.2 shall be to the fullest extent permitted by the Act, as the same may be amended from time to time. The indemnification provided by this Section 9.2 shall be in addition to, and not exclusive of, any other rights to which any Indemnified Person may be entitled under any other agreement, as a matter of law, or otherwise.
Section 9.3 — Advancement of Expenses
Expenses (including reasonable attorneys' fees and expenses) incurred by an Indemnified Person in connection with any proceeding for which indemnification may be sought under Section 9.2 hereof shall be advanced by the Company to such Indemnified Person prior to the final disposition of such proceeding, upon receipt by the Company of a written undertaking by or on behalf of such Indemnified Person to repay all such advanced amounts if it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Article IX.
ARTICLE X — MISCELLANEOUS
Section 10.1 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including the Act), without regard to the principles of conflict of laws thereof that would require the application of the laws of any other jurisdiction.
Section 10.2 — Amendments
This Agreement may be amended, modified, supplemented, restated, or waived only by a written instrument executed and delivered by the Member. No amendment, modification, supplement, restatement, or waiver shall be effective unless set forth in a written instrument that specifically references this Agreement and is signed by the Member.
Section 10.3 — Entire Agreement
This Agreement, together with the Certificate of Formation and the Exhibits attached hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect thereto. There are no representations, warranties, covenants, or agreements among the parties hereto relating to the subject matter hereof other than those set forth or referred to herein.
Section 10.4 — Severability
If any provision of this Agreement or the application thereof to any Person or circumstance is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other Persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are declared to be severable. In the event any provision is so held to be invalid, illegal, or unenforceable, the parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.
Section 10.5 — Waiver
No waiver of any provision of this Agreement, or of any breach thereof, shall be effective unless in writing and signed by the Member. No waiver by the Member of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or a similar nature. The failure of the Member to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.
Section 10.6 — Notices
All notices, requests, consents, approvals, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by electronic mail (with confirmation of receipt), (c) sent by nationally recognized overnight courier service (with proof of delivery), or (d) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):
If to the Company:
Ardent GP Intermediate LLC 590 Madison Avenue, 28th Floor New York, New York 10022
Attention: Marcus Aldridge and Priya Narayanan
If to the Member:
Ardent Capital Holdings LLC 590 Madison Avenue, 28th Floor New York, New York 10022
Attention: Marcus Aldridge and Priya Narayanan
With a copy to (which copy shall not constitute notice):
Calderwood & Harkness LLP One Vanderbilt Avenue, 44th Floor New York, New York 10017
Attention: Nicholas Stern
Section 10.7 — Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission (including by .pdf or other electronic format) shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 10.8 — No Third-Party Beneficiaries
Except for Indemnified Persons entitled to indemnification and advancement of expenses under Article IX hereof, no Person other than the Member shall be deemed a third-party beneficiary of this Agreement, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Member (and, to the extent expressly provided herein, the Indemnified Persons) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Section 10.9 — Creditors
None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company, of the Member, or of any other Person. No creditor who makes a loan to the Company, the Member, or any other Person shall have or acquire, as a result of making such loan, any direct or indirect interest in the Company's profits, losses, or distributions.
Section 10.10 — Filings
The Member or the Authorized Persons shall execute, acknowledge, and file, or cause to be executed, acknowledged, and filed, any and all certificates, documents, instruments, and other filings as may be required or advisable under applicable law in connection with the formation, organization, qualification, operation, dissolution, or termination of the Company.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first written above.
SOLE MEMBER:
ARDENT CAPITAL HOLDINGS LLC
By: ________
Name: Marcus Aldridge
Title: Managing Member
By: ________
Name: Priya Narayanan
Title: Managing Member
Date: February 28, 2024
EXHIBIT A
MEMBER INFORMATION
HoldCo EIN: 93-1847225
Company EIN: 93-1847231
HoldCo Members and Respective HoldCo Interests:
The foregoing information regarding HoldCo members is provided for informational and reference purposes only and does not confer any rights upon such individuals under this Agreement.
EXHIBIT B
DESCRIPTION OF SUBSIDIARY
Ardent Capital GP III LLC
The information set forth in this Exhibit B is provided as of the effective date of this Agreement and is subject to change in accordance with the terms of the governing documents of Ardent Capital GP III LLC and the Fund.
Member | Membership Interest | Address
Ardent Capital Holdings LLC | 100% | 590 Madison Avenue, 28th Floor, New York, NY 10022
HoldCo Member | HoldCo Interest (%)
Marcus Aldridge | 42%
Priya Narayanan | 36%
Robert Hsiao | 14%
Elena Marchetti | 4%
Samuel Okonkwo | 4%
Total | 100%
Item | Detail
Entity Name | Ardent Capital GP III LLC
Entity Type | Delaware limited liability company
EIN | 84-3291063
State of Formation | Delaware
Registered Agent | Prestige Registered Agents LLC
Registered Office | 850 New Burton Road, Suite 201, Dover, DE 19904
Role | Sole general partner of Ardent Capital Partners III LP (EIN: 84-3291057)
GP Commitment | $42,000,000 (1.5% of $2,800,000,000 total Fund commitments)
Capital Called to Date | Approximately $1,960,000,000 (approximately 70% of total Fund commitments)
Governing Document | Second Amended and Restated LLC Agreement of Ardent Capital GP III LLC, effective February 28, 2024
Sole Member | Ardent GP Intermediate LLC (the Company)

LIMITED LIABILITY COMPANY AGREEMENT

ARDENT GP INTERMEDIATE LLC

LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT GP INTERMEDIATE LLC

LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT GP INTERMEDIATE LLC

SOLE MEMBER:

ARDENT CAPITAL HOLDINGS LLC

EXHIBIT A

MEMBER INFORMATION

EXHIBIT B

Record

Parties

Dates

Amounts