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Extract to table / kellner-carry-retention-side-letter.docx
kellner-carry-retention-side-letter.docx
Parties
ARDENT CAPITAL GP III LLC
Ardent Capital Management LLC
Ardent Capital Partners III LP
Ardent Capital Holdings LLC
Ardent GP Intermediate LLC
The LP
Chase LLP
Harkness LLP
Dates
February 28, 2024
March 31, 2024
December 31, 2029
March 1, 2024
September 30, 2023
December 31, 2031
March 31, 2027
February 14, 2024
March 30, 2026
September 30, 2025
Amounts
$2,800,000,000
$1,960,000,000
$1,880,000,000
$42,000,000
$87,600,000
$13,140,000
$3,942,000
$10,000,000,000
$6,300,000
$4,410,000
Obligations
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 Parties agree as follows: ARTICLE I — DEFINITIONS For purposes of this Side Letter, the following terms shall have the meanings ascribed to them below
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LPA, the Carry Allocation Agreement, or the Separation Agreement, as the context requires
The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation
1 — Retention of Vested Carried Interest Kellner shall retain one hundred percent (100%) of his vested carried interest in the Fund (the "Kellner Vested Carry")
The retention of the Kellner Vested Carry shall not be conditioned upon or subject to Kellner's continued provision of advisory services under the Advisory Agreement
Accordingly, no forfeiture of carried interest applies to Kellner, and the Kellner Vested Carry shall not be subject to any vesting schedule, time-based forfeiture, or performance-based forfeiture of any kind