1001-00002 · Ardent Capital Management LLC · LP Consent & Notification

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FORM OF WRITTEN CONSENT IN LIEU OF MEETING OF THE LIMITED PARTNER ADVISORY COMMITTEE OF ARDENT CAPITAL PARTNERS III LP

Adopted Pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of April 15, 2019

Effective as of February 14, 2024

RECITALS

This Written Consent (this "Consent") is executed by the undersigned members of the Limited Partner Advisory Committee (the "LPAC") of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund" or "Ardent Capital Partners III LP"). The LPAC is duly constituted pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of the Fund, dated as of April 15, 2019 (as amended, supplemented, or otherwise modified from time to time, the "LPA"). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the LPA.

Section 9.4 of the LPA authorizes the LPAC to act by written consent in lieu of a meeting, provided that such written consent is executed by all members of the LPAC then serving and is delivered to the General Partner in accordance with the notice provisions of the LPA. Section 9.4 further requires the prior written consent of the LPAC for certain material actions proposed to be taken by the General Partner, including, without limitation, material changes to the management structure of the Fund, material amendments to the organizational documents of the General Partner or the Management Company, changes to the carried interest allocation among the principals of the Fund's management platform, and the departure or replacement of senior investment professionals (other than Key Persons, whose departure is separately addressed under Section 5.2 of the LPA).

The matters set forth herein were presented to, discussed by, and reviewed by the members of the LPAC at a virtual meeting of the LPAC held on February 14, 2024, at which representatives of the General Partner and its legal counsel were present and responded to questions from the LPAC members. Following such discussion and review, the undersigned members of the LPAC hereby adopt the following recitals and resolutions by written consent effective as of the date first written above.

Identification of the General Partner

Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner" or "GP"), is the sole general partner of the Fund, having been admitted as such upon the formation of the Fund. The principal office of the General Partner is located at 590 Madison Avenue, 28th Floor, New York, New York 10022.

Background on the Proposed Restructuring

WHEREAS, the General Partner has proposed a comprehensive restructuring of the management company and realignment of economics among the principals of the Fund's management platform (the "Restructuring"), as more fully described in the materials provided to the LPAC and summarized herein;

WHEREAS, the General Partner notified the LPAC of the Restructuring by letter dated February 5, 2024 (the "Notification Letter"), and has provided the LPAC with a detailed presentation memorandum summarizing the Restructuring, including the proposed entity structure, ownership realignment, economic reallocation, and departure arrangements (the "LPAC Presentation Memorandum"), copies of which have been made available to each LPAC member through the Fund's secure data room;

WHEREAS, as of the date hereof, the Fund has total capital commitments of Two Billion Eight Hundred Million Dollars ($2,800,000,000) from forty-seven (47) limited partners, with the General Partner having made a commitment of Forty-Two Million Dollars ($42,000,000), representing approximately 1.5% of total commitments to the Fund;

WHEREAS, Ardent Capital Management LLC, a Delaware limited liability company and investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (CRD #298417) (the "Management Company" or "ManCo"), currently serves as the investment adviser and manager of the Fund, providing investment management, portfolio monitoring, and administrative services to the Fund pursuant to the terms of the Investment Management Agreement, dated as of April 15, 2019, between the Fund and the Management Company;

WHEREAS, the current members and principals of the General Partner and the Management Company are Marcus Aldridge, Managing Member and Chief Investment Officer; Priya Narayanan, Managing Member and President; David Kellner, Senior Partner; Joanna Trask, Partner; and Robert Hsiao, Partner (collectively, the "Current Principals"), each of whom currently holds membership interests in the General Partner and the Management Company and participates in the carried interest and management fee economics of the Fund;

Background on Entity Restructuring

WHEREAS, the General Partner proposes to form Ardent Capital Holdings LLC, a new Delaware limited liability company ("HoldCo"), as a parent holding company of both the General Partner and the Management Company, in order to streamline the organizational structure of the Fund's management platform, facilitate the orderly transition of economics and governance, and provide a unified holding structure for the management of current and future Ardent-sponsored investment vehicles;

WHEREAS, the General Partner further proposes to form Ardent GP Intermediate LLC, a new Delaware limited liability company ("GP Intermediate"), as an intermediate holding entity between HoldCo and the General Partner, in order to provide structural flexibility for the management of the General Partner's obligations and liabilities, including the General Partner's capital commitment to the Fund and its clawback and indemnification obligations under the LPA;

WHEREAS, following the completion of the Restructuring, HoldCo will be the sole member of both the Management Company (directly) and GP Intermediate (directly), and GP Intermediate will be the sole member of the General Partner, and the individual principals will hold their economic and governance interests at the HoldCo level, thereby consolidating ownership and control at a single holding company tier;

Background on Departures

WHEREAS, David Kellner, Senior Partner, has informed the General Partner of his intention to retire from the Ardent platform effective as of March 31, 2024, and, following such retirement, Mr. Kellner will transition to a Senior Advisor role pursuant to a Senior Advisor Agreement to be entered into between Mr. Kellner and the Management Company, under which Mr. Kellner will provide transitional advisory services to the Fund's investment team on a part-time, non-exclusive basis for a period of up to twelve (12) months following his departure;

WHEREAS, Joanna Trask, Partner, has informed the General Partner of her intention to depart from the Ardent platform effective as of April 15, 2024, and Ms. Trask will not assume any continuing advisory or consultative role with the Fund, the General Partner, or the Management Company following her departure;

WHEREAS, the LPAC has been informed and acknowledges that neither Mr. Kellner nor Ms. Trask is a "Key Person" as defined in Section 5.2 of the LPA (the designated Key Persons being Marcus Aldridge and Priya Narayanan), and accordingly the departures of Mr. Kellner and Ms. Trask, individually or in the aggregate, do not constitute a "Key Person Event" under Section 5.2 of the LPA and do not trigger the suspension of the investment period, the Key Person cure period, or any other remedial provisions set forth in Section 5.2;

Background on Economics Realignment

WHEREAS, the Restructuring involves the reallocation of carried interest and management fee profit share economics among the remaining principals and two next-generation principals, namely Elena Marchetti, Vice President, and Samuel Okonkwo, Vice President (together with the remaining Current Principals, the "Continuing Principals"), in order to incentivize and retain the investment professionals responsible for the ongoing management of the Fund's portfolio and the successful realization of the Fund's remaining investments;

WHEREAS, following the completion of the Restructuring, membership interests in HoldCo and the allocable carried interest with respect to the Fund (as a percentage of the aggregate carried interest pool) will be held as follows:

WHEREAS, Mr. Kellner will retain one hundred percent (100%) of his vested carried interest in the Fund as of his departure date, and Ms. Trask will retain sixty percent (60%) of her vested carried interest in the Fund as of her departure date and will forfeit forty percent (40%) of her vested carried interest and one hundred percent (100%) of her unvested carried interest, in each case subject to clawback obligations as set forth in their respective separation and release agreements, and the forfeited carried interest will be reallocated among the Continuing Principals in accordance with the Amended and Restated Carried Interest Allocation Agreement;

Background on LPA Amendment

WHEREAS, the Restructuring requires the adoption and execution of Amendment No. 1 to the LPA (the "LPA Amendment") to reflect, among other things, (a) the restructured ownership of the General Partner through the HoldCo and GP Intermediate structure, (b) updated defined terms, including revised definitions of "General Partner," "Management Company," "Principals," and related terms, (c) updated GP commitment provisions to reflect the assumption of the departing principals' unfunded capital commitments, aggregating Three Million Four Hundred Two Thousand Dollars ($3,402,000), by the remaining HoldCo members on a pro rata basis in accordance with their respective HoldCo membership interests, and (d) conforming amendments to Section 5.2 (Key Person), Section 8.3 (Transfer of GP Interest), and Section 9.4 (LPAC Consent) of the LPA;

Background on Governance Documents

WHEREAS, the Restructuring requires the negotiation, execution, and delivery of the following documents (collectively, the "Restructuring Documents"):

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

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

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

(iv) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC;

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

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

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

(viii) the Separation and Release Agreement between the General Partner, the Management Company, and David Kellner, together with the related Senior Advisor Agreement;

(ix) the Separation and Release Agreement between the General Partner, the Management Company, and Joanna Trask; and

(x) all related ancillary documents, certificates, instruments, and agreements as may be necessary or advisable to effectuate the Restructuring;

Confirmation of No Material Impact on Fund

WHEREAS, the General Partner has represented to the LPAC, both in the Notification Letter and in the LPAC Presentation Memorandum and at the virtual LPAC meeting held on February 14, 2024, that the Restructuring will not result in any change to:

(i) the Fund's investment strategy, investment objectives, or investment guidelines as set forth in Section 3.1 of the LPA;

(ii) the management fee rates applicable to the Fund, which shall continue to be one and three-quarters percent (1.75%) per annum on committed capital during the investment period and one and one-half percent (1.50%) per annum on invested capital (less the cost basis of realized and written-off investments) thereafter, as set forth in Section 7.1 of the LPA;

(iii) the carried interest rate applicable to the Fund, which shall continue to be twenty percent (20%) of net profits, subject to an eight percent (8%) per annum preferred return to limited partners and a full catch-up allocation to the General Partner, as set forth in Section 6.2 of the LPA;

(iv) the term of the Fund, which shall continue to expire on December 31, 2029, subject to two successive one-year extensions at the sole discretion of the General Partner, as set forth in Section 10.1 of the LPA; or

(v) the designation of the Key Persons under Section 5.2 of the LPA, which shall continue to be Marcus Aldridge and Priya Narayanan;

NOW, THEREFORE, in consideration of the foregoing recitals and upon the representations made by the General Partner to the LPAC, the undersigned members of the LPAC hereby adopt the following resolutions by written consent effective as of the date first written above:

CONSENT RESOLUTIONS

Resolution 1: Consent to Formation of HoldCo

RESOLVED, that the LPAC hereby consents to the formation of Ardent Capital Holdings LLC as a Delaware limited liability company to serve as the parent holding company of the General Partner (through GP Intermediate) and the Management Company, with membership interests in HoldCo to be held by Marcus Aldridge (42%), Priya Narayanan (36%), Robert Hsiao (14%), Elena Marchetti (4%), and Samuel Okonkwo (4%), and with governance, voting, and distribution rights as set forth in the Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC, a summary of which has been provided to the LPAC as part of the LPAC Presentation Memorandum.

Resolution 2: Consent to Formation of GP Intermediate

RESOLVED, that the LPAC hereby consents to the formation of Ardent GP Intermediate LLC as a Delaware limited liability company to serve as an intermediate holding entity between HoldCo (as its sole member) and the General Partner, and that the LPAC further consents to the admission of GP Intermediate as the sole member of the General Partner following the withdrawal of the Current Principals as individual members thereof, all as set forth in the applicable Restructuring Documents.

Resolution 3: Consent to Amendment of GP LLC Agreement

RESOLVED, that the LPAC hereby consents to the execution and delivery of the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, in substantially the form summarized in the LPAC Presentation Memorandum, providing for, among other things:

(i) the withdrawal of David Kellner and Joanna Trask as members of the General Partner, effective as of their respective departure dates;

(ii) the admission of Ardent GP Intermediate LLC as the sole member of the General Partner;

(iii) updated GP commitment allocation provisions reflecting the assumption of Three Million Four Hundred Two Thousand Dollars ($3,402,000) in aggregate unfunded capital commitments of the departing principals by the remaining HoldCo members on a pro rata basis in accordance with their respective HoldCo membership interests; and

(iv) updated indemnification, removal, and transfer provisions consistent with Sections 8.3 and 9.7 of the LPA, including provisions governing the circumstances under which the General Partner may be removed or replaced by the limited partners;

and the LPAC further confirms that the adoption of such Second Amended and Restated Limited Liability Company Agreement shall be consistent with the obligations and protections of the limited partners under the LPA.

Resolution 4: Consent to Amendment of ManCo LLC Agreement

RESOLVED, that the LPAC hereby consents to the execution and delivery of the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, in substantially the form summarized in the LPAC Presentation Memorandum, providing for, among other things:

(i) the admission of Ardent Capital Holdings LLC as the sole member of the Management Company, replacing the Current Principals as individual members thereof;

(ii) revised management fee profit distribution provisions, including the allocation of management fee profits among the HoldCo members in accordance with their respective membership interests and subject to such priority distributions, reserves, and expense allocations as may be set forth therein; and

(iii) updated key-personnel provisions and regulatory compliance provisions, including provisions relating to the Management Company's obligations as a registered investment adviser under the Investment Advisers Act of 1940, as amended, and the maintenance of the Management Company's Form ADV and compliance policies and procedures;

and the LPAC further acknowledges that the restructuring of the Management Company's membership and governance shall not affect the Management Company's obligations to the Fund under the Investment Management Agreement or otherwise modify the duties owed by the Management Company to the Fund and its limited partners.

Resolution 5: Consent to LPA Amendment No. 1

RESOLVED, that the LPAC hereby consents to Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, in substantially the form to be circulated to the limited partners for their consent or acknowledgment in accordance with the amendment provisions of the LPA, providing for, among other things:

(i) amended defined terms reflecting the restructured ownership of the General Partner through the HoldCo/GP Intermediate structure, including revised definitions of "General Partner," "Principals," "Management Company," and related terms;

(ii) updated GP commitment provisions to reflect the assumption of the departing principals' unfunded capital commitments, aggregating Three Million Four Hundred Two Thousand Dollars ($3,402,000), by the remaining HoldCo members on a pro rata basis in accordance with their respective HoldCo membership interests, such that the total GP commitment of Forty-Two Million Dollars ($42,000,000) shall remain unchanged; and

(iii) conforming amendments to Section 5.2 (Key Person) to clarify that the designated Key Persons remain Marcus Aldridge and Priya Narayanan, to Section 8.3 (Transfer of GP Interest) to reflect the indirect holding of the General Partner's interest through GP Intermediate and HoldCo, and to Section 9.4 (LPAC Consent) to update cross-references and ensure consistency with the restructured organizational structure;

and the LPAC further acknowledges that the LPA Amendment shall be subject to such additional limited partner consent or acknowledgment requirements as may be set forth in the amendment provisions of the LPA and shall not become effective until all such requirements have been satisfied.

Resolution 6: Consent to Carried Interest Reallocation

RESOLVED, that the LPAC hereby consents to the Amended and Restated Carried Interest Allocation Agreement, providing for the reallocation of the carried interest pool (twenty percent (20%) of net profits) among the Continuing Principals and next-generation principals as follows:

Marcus Aldridge — 42%; Priya Narayanan — 36%; Robert Hsiao — 14%; Elena Marchetti — 4%; and Samuel Okonkwo — 4%;

with appropriate carve-outs and reserves for (a) David Kellner's retained vested carried interest (100% of vested carry as of March 31, 2024) and (b) Joanna Trask's retained vested carried interest (60% of vested carry as of April 15, 2024), in each case subject to clawback obligations as set forth in their respective Separation and Release Agreements and in accordance with the clawback provisions of Section 6.4 of the LPA; and the LPAC further acknowledges that the aggregate carried interest payable by the Fund to the General Partner and its affiliates shall not be increased as a result of the reallocation and that the reallocation is solely an internal matter among the principals of the Fund's management platform.

Resolution 7: Consent to Departure of David Kellner

RESOLVED, that the LPAC hereby consents to the departure of David Kellner as a member of the General Partner and the Management Company, effective as of March 31, 2024, and the LPAC hereby acknowledges that:

(i) Mr. Kellner is not a designated Key Person under Section 5.2 of the LPA, and his departure does not constitute a Key Person Event;

(ii) Mr. Kellner will transition to a Senior Advisor role pursuant to a Senior Advisor Agreement with the Management Company, under which he will provide transitional advisory services on a part-time, non-exclusive basis for a period of up to twelve (12) months;

(iii) Mr. Kellner will retain one hundred percent (100%) of his vested carried interest in the Fund as of his departure date, subject to clawback obligations; and

(iv) the terms of Mr. Kellner's separation, including all economic, restrictive covenant, non-solicitation, and confidentiality arrangements, are set forth in the Separation and Release Agreement between the General Partner, the Management Company, and Mr. Kellner, and the related Senior Advisor Agreement, summaries of which have been provided to the LPAC;

and the LPAC further acknowledges that it has had the opportunity to review and discuss the terms of Mr. Kellner's departure with the General Partner and its legal counsel.

Resolution 8: Consent to Departure of Joanna Trask

RESOLVED, that the LPAC hereby consents to the departure of Joanna Trask as a member of the General Partner and the Management Company, effective as of April 15, 2024, and the LPAC hereby acknowledges that:

(i) Ms. Trask is not a designated Key Person under Section 5.2 of the LPA, and her departure does not constitute a Key Person Event;

(ii) Ms. Trask will retain sixty percent (60%) of her vested carried interest in the Fund as of her departure date, subject to clawback obligations, and will forfeit forty percent (40%) of her vested carried interest and one hundred percent (100%) of her unvested carried interest, which forfeited amounts will be reallocated among the Continuing Principals in accordance with the Amended and Restated Carried Interest Allocation Agreement; and

(iii) the terms of Ms. Trask's separation, including all economic, restrictive covenant, non-solicitation, and confidentiality arrangements, are set forth in the Separation and Release Agreement between the General Partner, the Management Company, and Ms. Trask, a summary of which has been provided to the LPAC;

and the LPAC further acknowledges that it has had the opportunity to review and discuss the terms of Ms. Trask's departure with the General Partner and its legal counsel.

Resolution 9: Authorization to Execute Restructuring Documents

RESOLVED, that the LPAC hereby consents to the execution and delivery by the General Partner, on behalf of the Fund (to the extent applicable), and by the Management Company and the other parties thereto, of all Restructuring Documents, including without limitation all certificates of formation, certificates of amendment, operating agreements, amendments, separation agreements, advisory agreements, carried interest allocation agreements, management fee sharing agreements, and all other certificates, instruments, and agreements contemplated thereby or otherwise necessary or advisable to effectuate the Restructuring, in each case in substantially the form described in or consistent with the LPAC Presentation Memorandum, subject to such modifications as the General Partner may determine in good faith to be necessary or appropriate and that are not materially adverse to the interests of the limited partners of the Fund.

Resolution 10: General Authorization

RESOLVED, that the LPAC hereby authorizes the General Partner and each of its authorized officers, members, managers, and representatives to take all such further actions and to negotiate, execute, and deliver all such further documents, instruments, certificates, and agreements as may be necessary or desirable to carry out the purposes and intent of the foregoing resolutions, including without limitation the filing of any certificates or other documents with any governmental authority, the engagement of legal counsel, accountants, and other advisors, and the making of any notices, disclosures, or filings required by applicable law, regulation, or the terms of the LPA or any side letter.

ACKNOWLEDGMENTS AND LIMITATIONS

The undersigned members of the LPAC hereby acknowledge receipt and review of the following materials in connection with the Restructuring:

(i) the LPAC Notification and Consent Solicitation Letter dated February 5, 2024, from the General Partner to the members of the LPAC;

(ii) the LPAC Presentation Memorandum, including all exhibits and appendices thereto, summarizing the Restructuring, the proposed entity structure, the economic realignment, and the departure arrangements; and

(iii) summaries of each of the Restructuring Documents, including summary term sheets for the organizational documents, the LPA Amendment, the Carried Interest Allocation Agreement, the Management Fee Sharing and Profit Allocation Agreement, and the Separation and Release Agreements.

The LPAC's consent set forth herein is given solely pursuant to Section 9.4 of the LPA and in respect of the specific matters described in the resolutions above. This Consent shall not be deemed to constitute a waiver of any other rights of the LPAC or any individual LPAC member under the LPA, nor shall it be deemed a waiver of any rights, claims, or remedies of any limited partner of the Fund under the LPA, any side letter, or applicable law.

Nothing in this Consent shall modify, limit, or waive any rights, obligations, or protections of any limited partner under any side letter or supplemental agreement executed in connection with such limited partner's subscription to the Fund, including without limitation any most-favored-nation ("MFN") rights, expanded key-person provisions, enhanced fee transparency or fee reduction provisions, co-investment rights or obligations, information rights, restructuring consent or notification provisions, or any other supplemental or protective provisions contained in any such side letter or supplemental agreement. The General Partner shall comply with any notification, consent, or other requirements applicable to the Restructuring under any such side letter or supplemental agreement.

The LPAC reserves all rights to request additional information from the General Partner regarding the implementation and consummation of the Restructuring, including without limitation the right to request copies of executed Restructuring Documents (subject to any applicable confidentiality restrictions), updates on the transition of Mr. Kellner and Ms. Trask, and confirmation of the completion of the Restructuring and the effectiveness of the LPA Amendment.

GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction, consistent with Section 14.8 of the LPA.

COUNTERPARTS

This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Consent by facsimile or electronic transmission (including portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be deemed delivery of an original executed counterpart and shall be effective as an original signature for all purposes.

IN WITNESS WHEREOF, the undersigned members of the LPAC have executed this Written Consent effective as of February 14, 2024.

LPAC MEMBERS. RIDGELINE PUBLIC EMPLOYEES' RETIREMENT SYSTEM Commitment to Fund: $225,000,000

RIDGELINE PUBLIC EMPLOYEES' RETIREMENT SYSTEM

By: ________

Name: Thomas Engström

Title: Chief Investment Officer

Date: ________

CRESTWOOD ENDOWMENT PARTNERS Commitment to Fund: $150,000,000

CRESTWOOD ENDOWMENT PARTNERS

By: ________

Name: Annika Johansson

Title: Director of Private Equity

Date: ________

PINNACLE INSURANCE GROUP Commitment to Fund: $175,000,000

PINNACLE INSURANCE GROUP

By: ________

Name: Derek Mallinson

Title: Head of Alternatives

Date: ________

GRAYSTONE FAMILY OFFICE LLC Commitment to Fund: $50,000,000

GRAYSTONE FAMILY OFFICE LLC

By: ________

Name: Catherine Whitfield

Title: Managing Director

Date: ________

ACKNOWLEDGED AND RECEIVED BY THE GENERAL PARTNER

The undersigned, in its capacity as sole general partner of the Fund, hereby acknowledges receipt of the foregoing Written Consent of the LPAC, confirms that the Written Consent has been executed by all members of the LPAC then serving, and agrees that the Restructuring shall be implemented in accordance with the terms and conditions described herein and in the Restructuring Documents.

ARDENT CAPITAL GP III LLC, in its capacity as General Partner of Ardent Capital Partners III LP

By: ________

Name: Marcus Aldridge

Title: Managing Member

Date: ________

Address:

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

Principal	HoldCo Membership Interest	Carried Interest Allocation
Marcus Aldridge	42%	42%
Priya Narayanan	36%	36%
Robert Hsiao	14%	14%
Elena Marchetti	4%	4%
Samuel Okonkwo	4%	4%
Total	100%	100%

FORM OF WRITTEN CONSENT IN LIEU OF MEETING OF THE LIMITED PARTNER ADVISORY COMMITTEE OF ARDENT CAPITAL PARTNERS III LP
Adopted Pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of April 15, 2019
Effective as of February 14, 2024
RECITALS
This Written Consent (this "Consent") is executed by the undersigned members of the Limited Partner Advisory Committee (the "LPAC") of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund" or "Ardent Capital Partners III LP"). The LPAC is duly constituted pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of the Fund, dated as of April 15, 2019 (as amended, supplemented, or otherwise modified from time to time, the "LPA"). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the LPA.
Section 9.4 of the LPA authorizes the LPAC to act by written consent in lieu of a meeting, provided that such written consent is executed by all members of the LPAC then serving and is delivered to the General Partner in accordance with the notice provisions of the LPA. Section 9.4 further requires the prior written consent of the LPAC for certain material actions proposed to be taken by the General Partner, including, without limitation, material changes to the management structure of the Fund, material amendments to the organizational documents of the General Partner or the Management Company, changes to the carried interest allocation among the principals of the Fund's management platform, and the departure or replacement of senior investment professionals (other than Key Persons, whose departure is separately addressed under Section 5.2 of the LPA).
The matters set forth herein were presented to, discussed by, and reviewed by the members of the LPAC at a virtual meeting of the LPAC held on February 14, 2024, at which representatives of the General Partner and its legal counsel were present and responded to questions from the LPAC members. Following such discussion and review, the undersigned members of the LPAC hereby adopt the following recitals and resolutions by written consent effective as of the date first written above.
Identification of the General Partner
Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner" or "GP"), is the sole general partner of the Fund, having been admitted as such upon the formation of the Fund. The principal office of the General Partner is located at 590 Madison Avenue, 28th Floor, New York, New York 10022.
Background on the Proposed Restructuring
WHEREAS, the General Partner has proposed a comprehensive restructuring of the management company and realignment of economics among the principals of the Fund's management platform (the "Restructuring"), as more fully described in the materials provided to the LPAC and summarized herein;
WHEREAS, the General Partner notified the LPAC of the Restructuring by letter dated February 5, 2024 (the "Notification Letter"), and has provided the LPAC with a detailed presentation memorandum summarizing the Restructuring, including the proposed entity structure, ownership realignment, economic reallocation, and departure arrangements (the "LPAC Presentation Memorandum"), copies of which have been made available to each LPAC member through the Fund's secure data room;
WHEREAS, as of the date hereof, the Fund has total capital commitments of Two Billion Eight Hundred Million Dollars ($2,800,000,000) from forty-seven (47) limited partners, with the General Partner having made a commitment of Forty-Two Million Dollars ($42,000,000), representing approximately 1.5% of total commitments to the Fund;
WHEREAS, Ardent Capital Management LLC, a Delaware limited liability company and investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (CRD #298417) (the "Management Company" or "ManCo"), currently serves as the investment adviser and manager of the Fund, providing investment management, portfolio monitoring, and administrative services to the Fund pursuant to the terms of the Investment Management Agreement, dated as of April 15, 2019, between the Fund and the Management Company;
WHEREAS, the current members and principals of the General Partner and the Management Company are Marcus Aldridge, Managing Member and Chief Investment Officer; Priya Narayanan, Managing Member and President; David Kellner, Senior Partner; Joanna Trask, Partner; and Robert Hsiao, Partner (collectively, the "Current Principals"), each of whom currently holds membership interests in the General Partner and the Management Company and participates in the carried interest and management fee economics of the Fund;
Background on Entity Restructuring
WHEREAS, the General Partner proposes to form Ardent Capital Holdings LLC, a new Delaware limited liability company ("HoldCo"), as a parent holding company of both the General Partner and the Management Company, in order to streamline the organizational structure of the Fund's management platform, facilitate the orderly transition of economics and governance, and provide a unified holding structure for the management of current and future Ardent-sponsored investment vehicles;
WHEREAS, the General Partner further proposes to form Ardent GP Intermediate LLC, a new Delaware limited liability company ("GP Intermediate"), as an intermediate holding entity between HoldCo and the General Partner, in order to provide structural flexibility for the management of the General Partner's obligations and liabilities, including the General Partner's capital commitment to the Fund and its clawback and indemnification obligations under the LPA;
WHEREAS, following the completion of the Restructuring, HoldCo will be the sole member of both the Management Company (directly) and GP Intermediate (directly), and GP Intermediate will be the sole member of the General Partner, and the individual principals will hold their economic and governance interests at the HoldCo level, thereby consolidating ownership and control at a single holding company tier;
Background on Departures
WHEREAS, David Kellner, Senior Partner, has informed the General Partner of his intention to retire from the Ardent platform effective as of March 31, 2024, and, following such retirement, Mr. Kellner will transition to a Senior Advisor role pursuant to a Senior Advisor Agreement to be entered into between Mr. Kellner and the Management Company, under which Mr. Kellner will provide transitional advisory services to the Fund's investment team on a part-time, non-exclusive basis for a period of up to twelve (12) months following his departure;
WHEREAS, Joanna Trask, Partner, has informed the General Partner of her intention to depart from the Ardent platform effective as of April 15, 2024, and Ms. Trask will not assume any continuing advisory or consultative role with the Fund, the General Partner, or the Management Company following her departure;
WHEREAS, the LPAC has been informed and acknowledges that neither Mr. Kellner nor Ms. Trask is a "Key Person" as defined in Section 5.2 of the LPA (the designated Key Persons being Marcus Aldridge and Priya Narayanan), and accordingly the departures of Mr. Kellner and Ms. Trask, individually or in the aggregate, do not constitute a "Key Person Event" under Section 5.2 of the LPA and do not trigger the suspension of the investment period, the Key Person cure period, or any other remedial provisions set forth in Section 5.2;
Background on Economics Realignment
WHEREAS, the Restructuring involves the reallocation of carried interest and management fee profit share economics among the remaining principals and two next-generation principals, namely Elena Marchetti, Vice President, and Samuel Okonkwo, Vice President (together with the remaining Current Principals, the "Continuing Principals"), in order to incentivize and retain the investment professionals responsible for the ongoing management of the Fund's portfolio and the successful realization of the Fund's remaining investments;
WHEREAS, following the completion of the Restructuring, membership interests in HoldCo and the allocable carried interest with respect to the Fund (as a percentage of the aggregate carried interest pool) will be held as follows:
WHEREAS, Mr. Kellner will retain one hundred percent (100%) of his vested carried interest in the Fund as of his departure date, and Ms. Trask will retain sixty percent (60%) of her vested carried interest in the Fund as of her departure date and will forfeit forty percent (40%) of her vested carried interest and one hundred percent (100%) of her unvested carried interest, in each case subject to clawback obligations as set forth in their respective separation and release agreements, and the forfeited carried interest will be reallocated among the Continuing Principals in accordance with the Amended and Restated Carried Interest Allocation Agreement;
Background on LPA Amendment
WHEREAS, the Restructuring requires the adoption and execution of Amendment No. 1 to the LPA (the "LPA Amendment") to reflect, among other things, (a) the restructured ownership of the General Partner through the HoldCo and GP Intermediate structure, (b) updated defined terms, including revised definitions of "General Partner," "Management Company," "Principals," and related terms, (c) updated GP commitment provisions to reflect the assumption of the departing principals' unfunded capital commitments, aggregating Three Million Four Hundred Two Thousand Dollars ($3,402,000), by the remaining HoldCo members on a pro rata basis in accordance with their respective HoldCo membership interests, and (d) conforming amendments to Section 5.2 (Key Person), Section 8.3 (Transfer of GP Interest), and Section 9.4 (LPAC Consent) of the LPA;
Background on Governance Documents
WHEREAS, the Restructuring requires the negotiation, execution, and delivery of the following documents (collectively, the "Restructuring Documents"):
(i) the Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC;
(ii) the Limited Liability Company Agreement of Ardent GP Intermediate LLC;
(iii) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC;
(iv) the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC;
(v) Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP;
(vi) the Amended and Restated Carried Interest Allocation Agreement;
(vii) the Management Fee Sharing and Profit Allocation Agreement;
(viii) the Separation and Release Agreement between the General Partner, the Management Company, and David Kellner, together with the related Senior Advisor Agreement;
(ix) the Separation and Release Agreement between the General Partner, the Management Company, and Joanna Trask; and
(x) all related ancillary documents, certificates, instruments, and agreements as may be necessary or advisable to effectuate the Restructuring;
Confirmation of No Material Impact on Fund
WHEREAS, the General Partner has represented to the LPAC, both in the Notification Letter and in the LPAC Presentation Memorandum and at the virtual LPAC meeting held on February 14, 2024, that the Restructuring will not result in any change to:
(i) the Fund's investment strategy, investment objectives, or investment guidelines as set forth in Section 3.1 of the LPA;
(ii) the management fee rates applicable to the Fund, which shall continue to be one and three-quarters percent (1.75%) per annum on committed capital during the investment period and one and one-half percent (1.50%) per annum on invested capital (less the cost basis of realized and written-off investments) thereafter, as set forth in Section 7.1 of the LPA;
(iii) the carried interest rate applicable to the Fund, which shall continue to be twenty percent (20%) of net profits, subject to an eight percent (8%) per annum preferred return to limited partners and a full catch-up allocation to the General Partner, as set forth in Section 6.2 of the LPA;
(iv) the term of the Fund, which shall continue to expire on December 31, 2029, subject to two successive one-year extensions at the sole discretion of the General Partner, as set forth in Section 10.1 of the LPA; or
(v) the designation of the Key Persons under Section 5.2 of the LPA, which shall continue to be Marcus Aldridge and Priya Narayanan;
NOW, THEREFORE, in consideration of the foregoing recitals and upon the representations made by the General Partner to the LPAC, the undersigned members of the LPAC hereby adopt the following resolutions by written consent effective as of the date first written above:
CONSENT RESOLUTIONS
Resolution 1: Consent to Formation of HoldCo
RESOLVED, that the LPAC hereby consents to the formation of Ardent Capital Holdings LLC as a Delaware limited liability company to serve as the parent holding company of the General Partner (through GP Intermediate) and the Management Company, with membership interests in HoldCo to be held by Marcus Aldridge (42%), Priya Narayanan (36%), Robert Hsiao (14%), Elena Marchetti (4%), and Samuel Okonkwo (4%), and with governance, voting, and distribution rights as set forth in the Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC, a summary of which has been provided to the LPAC as part of the LPAC Presentation Memorandum.
Resolution 2: Consent to Formation of GP Intermediate
RESOLVED, that the LPAC hereby consents to the formation of Ardent GP Intermediate LLC as a Delaware limited liability company to serve as an intermediate holding entity between HoldCo (as its sole member) and the General Partner, and that the LPAC further consents to the admission of GP Intermediate as the sole member of the General Partner following the withdrawal of the Current Principals as individual members thereof, all as set forth in the applicable Restructuring Documents.
Resolution 3: Consent to Amendment of GP LLC Agreement
RESOLVED, that the LPAC hereby consents to the execution and delivery of the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, in substantially the form summarized in the LPAC Presentation Memorandum, providing for, among other things:
(i) the withdrawal of David Kellner and Joanna Trask as members of the General Partner, effective as of their respective departure dates;
(ii) the admission of Ardent GP Intermediate LLC as the sole member of the General Partner;
(iii) updated GP commitment allocation provisions reflecting the assumption of Three Million Four Hundred Two Thousand Dollars ($3,402,000) in aggregate unfunded capital commitments of the departing principals by the remaining HoldCo members on a pro rata basis in accordance with their respective HoldCo membership interests; and
(iv) updated indemnification, removal, and transfer provisions consistent with Sections 8.3 and 9.7 of the LPA, including provisions governing the circumstances under which the General Partner may be removed or replaced by the limited partners;
and the LPAC further confirms that the adoption of such Second Amended and Restated Limited Liability Company Agreement shall be consistent with the obligations and protections of the limited partners under the LPA.
Resolution 4: Consent to Amendment of ManCo LLC Agreement
RESOLVED, that the LPAC hereby consents to the execution and delivery of the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, in substantially the form summarized in the LPAC Presentation Memorandum, providing for, among other things:
(i) the admission of Ardent Capital Holdings LLC as the sole member of the Management Company, replacing the Current Principals as individual members thereof;
(ii) revised management fee profit distribution provisions, including the allocation of management fee profits among the HoldCo members in accordance with their respective membership interests and subject to such priority distributions, reserves, and expense allocations as may be set forth therein; and
(iii) updated key-personnel provisions and regulatory compliance provisions, including provisions relating to the Management Company's obligations as a registered investment adviser under the Investment Advisers Act of 1940, as amended, and the maintenance of the Management Company's Form ADV and compliance policies and procedures;
and the LPAC further acknowledges that the restructuring of the Management Company's membership and governance shall not affect the Management Company's obligations to the Fund under the Investment Management Agreement or otherwise modify the duties owed by the Management Company to the Fund and its limited partners.
Resolution 5: Consent to LPA Amendment No. 1
RESOLVED, that the LPAC hereby consents to Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, in substantially the form to be circulated to the limited partners for their consent or acknowledgment in accordance with the amendment provisions of the LPA, providing for, among other things:
(i) amended defined terms reflecting the restructured ownership of the General Partner through the HoldCo/GP Intermediate structure, including revised definitions of "General Partner," "Principals," "Management Company," and related terms;
(ii) updated GP commitment provisions to reflect the assumption of the departing principals' unfunded capital commitments, aggregating Three Million Four Hundred Two Thousand Dollars ($3,402,000), by the remaining HoldCo members on a pro rata basis in accordance with their respective HoldCo membership interests, such that the total GP commitment of Forty-Two Million Dollars ($42,000,000) shall remain unchanged; and
(iii) conforming amendments to Section 5.2 (Key Person) to clarify that the designated Key Persons remain Marcus Aldridge and Priya Narayanan, to Section 8.3 (Transfer of GP Interest) to reflect the indirect holding of the General Partner's interest through GP Intermediate and HoldCo, and to Section 9.4 (LPAC Consent) to update cross-references and ensure consistency with the restructured organizational structure;
and the LPAC further acknowledges that the LPA Amendment shall be subject to such additional limited partner consent or acknowledgment requirements as may be set forth in the amendment provisions of the LPA and shall not become effective until all such requirements have been satisfied.
Resolution 6: Consent to Carried Interest Reallocation
RESOLVED, that the LPAC hereby consents to the Amended and Restated Carried Interest Allocation Agreement, providing for the reallocation of the carried interest pool (twenty percent (20%) of net profits) among the Continuing Principals and next-generation principals as follows:
Marcus Aldridge — 42%; Priya Narayanan — 36%; Robert Hsiao — 14%; Elena Marchetti — 4%; and Samuel Okonkwo — 4%;
with appropriate carve-outs and reserves for (a) David Kellner's retained vested carried interest (100% of vested carry as of March 31, 2024) and (b) Joanna Trask's retained vested carried interest (60% of vested carry as of April 15, 2024), in each case subject to clawback obligations as set forth in their respective Separation and Release Agreements and in accordance with the clawback provisions of Section 6.4 of the LPA; and the LPAC further acknowledges that the aggregate carried interest payable by the Fund to the General Partner and its affiliates shall not be increased as a result of the reallocation and that the reallocation is solely an internal matter among the principals of the Fund's management platform.
Resolution 7: Consent to Departure of David Kellner
RESOLVED, that the LPAC hereby consents to the departure of David Kellner as a member of the General Partner and the Management Company, effective as of March 31, 2024, and the LPAC hereby acknowledges that:
(i) Mr. Kellner is not a designated Key Person under Section 5.2 of the LPA, and his departure does not constitute a Key Person Event;
(ii) Mr. Kellner will transition to a Senior Advisor role pursuant to a Senior Advisor Agreement with the Management Company, under which he will provide transitional advisory services on a part-time, non-exclusive basis for a period of up to twelve (12) months;
(iii) Mr. Kellner will retain one hundred percent (100%) of his vested carried interest in the Fund as of his departure date, subject to clawback obligations; and
(iv) the terms of Mr. Kellner's separation, including all economic, restrictive covenant, non-solicitation, and confidentiality arrangements, are set forth in the Separation and Release Agreement between the General Partner, the Management Company, and Mr. Kellner, and the related Senior Advisor Agreement, summaries of which have been provided to the LPAC;
and the LPAC further acknowledges that it has had the opportunity to review and discuss the terms of Mr. Kellner's departure with the General Partner and its legal counsel.
Resolution 8: Consent to Departure of Joanna Trask
RESOLVED, that the LPAC hereby consents to the departure of Joanna Trask as a member of the General Partner and the Management Company, effective as of April 15, 2024, and the LPAC hereby acknowledges that:
(i) Ms. Trask is not a designated Key Person under Section 5.2 of the LPA, and her departure does not constitute a Key Person Event;
(ii) Ms. Trask will retain sixty percent (60%) of her vested carried interest in the Fund as of her departure date, subject to clawback obligations, and will forfeit forty percent (40%) of her vested carried interest and one hundred percent (100%) of her unvested carried interest, which forfeited amounts will be reallocated among the Continuing Principals in accordance with the Amended and Restated Carried Interest Allocation Agreement; and
(iii) the terms of Ms. Trask's separation, including all economic, restrictive covenant, non-solicitation, and confidentiality arrangements, are set forth in the Separation and Release Agreement between the General Partner, the Management Company, and Ms. Trask, a summary of which has been provided to the LPAC;
and the LPAC further acknowledges that it has had the opportunity to review and discuss the terms of Ms. Trask's departure with the General Partner and its legal counsel.
Resolution 9: Authorization to Execute Restructuring Documents
RESOLVED, that the LPAC hereby consents to the execution and delivery by the General Partner, on behalf of the Fund (to the extent applicable), and by the Management Company and the other parties thereto, of all Restructuring Documents, including without limitation all certificates of formation, certificates of amendment, operating agreements, amendments, separation agreements, advisory agreements, carried interest allocation agreements, management fee sharing agreements, and all other certificates, instruments, and agreements contemplated thereby or otherwise necessary or advisable to effectuate the Restructuring, in each case in substantially the form described in or consistent with the LPAC Presentation Memorandum, subject to such modifications as the General Partner may determine in good faith to be necessary or appropriate and that are not materially adverse to the interests of the limited partners of the Fund.
Resolution 10: General Authorization
RESOLVED, that the LPAC hereby authorizes the General Partner and each of its authorized officers, members, managers, and representatives to take all such further actions and to negotiate, execute, and deliver all such further documents, instruments, certificates, and agreements as may be necessary or desirable to carry out the purposes and intent of the foregoing resolutions, including without limitation the filing of any certificates or other documents with any governmental authority, the engagement of legal counsel, accountants, and other advisors, and the making of any notices, disclosures, or filings required by applicable law, regulation, or the terms of the LPA or any side letter.
ACKNOWLEDGMENTS AND LIMITATIONS
The undersigned members of the LPAC hereby acknowledge receipt and review of the following materials in connection with the Restructuring:
(i) the LPAC Notification and Consent Solicitation Letter dated February 5, 2024, from the General Partner to the members of the LPAC;
(ii) the LPAC Presentation Memorandum, including all exhibits and appendices thereto, summarizing the Restructuring, the proposed entity structure, the economic realignment, and the departure arrangements; and
(iii) summaries of each of the Restructuring Documents, including summary term sheets for the organizational documents, the LPA Amendment, the Carried Interest Allocation Agreement, the Management Fee Sharing and Profit Allocation Agreement, and the Separation and Release Agreements.
The LPAC's consent set forth herein is given solely pursuant to Section 9.4 of the LPA and in respect of the specific matters described in the resolutions above. This Consent shall not be deemed to constitute a waiver of any other rights of the LPAC or any individual LPAC member under the LPA, nor shall it be deemed a waiver of any rights, claims, or remedies of any limited partner of the Fund under the LPA, any side letter, or applicable law.
Nothing in this Consent shall modify, limit, or waive any rights, obligations, or protections of any limited partner under any side letter or supplemental agreement executed in connection with such limited partner's subscription to the Fund, including without limitation any most-favored-nation ("MFN") rights, expanded key-person provisions, enhanced fee transparency or fee reduction provisions, co-investment rights or obligations, information rights, restructuring consent or notification provisions, or any other supplemental or protective provisions contained in any such side letter or supplemental agreement. The General Partner shall comply with any notification, consent, or other requirements applicable to the Restructuring under any such side letter or supplemental agreement.
The LPAC reserves all rights to request additional information from the General Partner regarding the implementation and consummation of the Restructuring, including without limitation the right to request copies of executed Restructuring Documents (subject to any applicable confidentiality restrictions), updates on the transition of Mr. Kellner and Ms. Trask, and confirmation of the completion of the Restructuring and the effectiveness of the LPA Amendment.
GOVERNING LAW
This Consent shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction, consistent with Section 14.8 of the LPA.
COUNTERPARTS
This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Consent by facsimile or electronic transmission (including portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be deemed delivery of an original executed counterpart and shall be effective as an original signature for all purposes.
IN WITNESS WHEREOF, the undersigned members of the LPAC have executed this Written Consent effective as of February 14, 2024.
LPAC MEMBERS.  RIDGELINE PUBLIC EMPLOYEES' RETIREMENT SYSTEM Commitment to Fund: $225,000,000
RIDGELINE PUBLIC EMPLOYEES' RETIREMENT SYSTEM
By: ________
Name: Thomas Engström
Title: Chief Investment Officer
Date: ________
CRESTWOOD ENDOWMENT PARTNERS Commitment to Fund: $150,000,000
CRESTWOOD ENDOWMENT PARTNERS
By: ________
Name: Annika Johansson
Title: Director of Private Equity
Date: ________
PINNACLE INSURANCE GROUP Commitment to Fund: $175,000,000
PINNACLE INSURANCE GROUP
By: ________
Name: Derek Mallinson
Title: Head of Alternatives
Date: ________
GRAYSTONE FAMILY OFFICE LLC Commitment to Fund: $50,000,000
GRAYSTONE FAMILY OFFICE LLC
By: ________
Name: Catherine Whitfield
Title: Managing Director
Date: ________
ACKNOWLEDGED AND RECEIVED BY THE GENERAL PARTNER
The undersigned, in its capacity as sole general partner of the Fund, hereby acknowledges receipt of the foregoing Written Consent of the LPAC, confirms that the Written Consent has been executed by all members of the LPAC then serving, and agrees that the Restructuring shall be implemented in accordance with the terms and conditions described herein and in the Restructuring Documents.
ARDENT CAPITAL GP III LLC, in its capacity as General Partner of Ardent Capital Partners III LP
By: ________
Name: Marcus Aldridge
Title: Managing Member
Date: ________
Address:
590 Madison Avenue, 28th Floor New York, New York 10022
Principal | HoldCo Membership Interest | Carried Interest Allocation
Marcus Aldridge | 42% | 42%
Priya Narayanan | 36% | 36%
Robert Hsiao | 14% | 14%
Elena Marchetti | 4% | 4%
Samuel Okonkwo | 4% | 4%
Total | 100% | 100%

FORM OF WRITTEN CONSENT IN LIEU OF MEETING OF THE LIMITED PARTNER ADVISORY COMMITTEE OF ARDENT CAPITAL PARTNERS III LP

RECITALS

CONSENT RESOLUTIONS

ACKNOWLEDGMENTS AND LIMITATIONS

GOVERNING LAW

COUNTERPARTS

RIDGELINE PUBLIC EMPLOYEES' RETIREMENT SYSTEM

CRESTWOOD ENDOWMENT PARTNERS

PINNACLE INSURANCE GROUP

GRAYSTONE FAMILY OFFICE LLC

ACKNOWLEDGED AND RECEIVED BY THE GENERAL PARTNER

Record

Parties

Dates

Amounts