Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("we," "our firm," or "Calderwood & Harkness") writes to each of Ardent Capital Partners III LP ("Ardent Capital" or "Ardent CP") and Vectis Solutions LLC ("Vectis") to disclose a potential conflict of interest arising from the firm's professional relationships with both parties, and to request informed written consent from each party to our continued and/or new r

2. Description of the Relevant Representations 2.1 Representation of Ardent Capital Partners III LP Calderwood & Harkness has been engaged by Ardent Capital Partners III LP, a Delaware limited partnership with its principal office at 399 Park Avenue, 42nd Floor, New York, New York 10022, to serve as lead outside counsel in connection with the Transaction. The engagement letter for this matter was executed on or about

3. Nature of the Conflict 3.1 Competitive Overlap in Procurement-Automation SaaS The potential conflict at the center of this disclosure arises from the competitive overlap between Vectis Solutions LLC and Luminex Systems AG, a subsidiary of the Target, in the procurement-automation SaaS market. Luminex Systems AG, operating primarily through its "Luminex One" platform, is a significant competitor in the procurement-

4. Applicable Professional Responsibility Rules This conflict disclosure and waiver request is made pursuant to Calderwood & Harkness's obligations under the New York Rules of Professional Conduct, which govern the conduct of attorneys admitted to practice in the State of New York and are applicable to our firm's practice. Rule 1.7 — Conflict of Interest: Current Clients. Under Rule 1.7(a) of the New York Rules of Pr

5. Scope and Limitations of the Waiver 5.1 Scope of Waiver Requested Calderwood & Harkness respectfully requests that both Ardent Capital Partners III LP and Vectis Solutions LLC consent to Calderwood & Harkness's continued representation of each party in their respective matters, notwithstanding the potential concurrent conflict of interest described in Sections 3 and 4 above. Specifically, Calderwood & Harkness see

6. Risks to Each Client In the interest of full and transparent disclosure, Calderwood & Harkness wishes to identify certain risks that each client should consider in evaluating whether to provide the consent requested by this letter. 6.1 Risks to Ardent Capital Partners III LP Ardent Capital should be aware that Calderwood & Harkness's prior and concurrent representation of Vectis Solutions LLC could theoretically l

7. Right to Consult Independent Counsel Both Ardent Capital Partners III LP and Vectis Solutions LLC are encouraged to consult with independent legal counsel of their choosing before executing the consent and acknowledgment set forth in Section 8 below. This letter addresses complex issues of professional responsibility and potential conflicts of interest, and each party is entitled to the benefit of independent advi

8. Consent and Acknowledgment 8.1 Consent — Ardent Capital Partners III LP We, Ardent Capital Partners III LP, by and through our authorized signatories, hereby acknowledge that we have received, read, and understood the foregoing conflict disclosure letter dated March 10, 2025, including the description of the potential concurrent conflict of interest, the nature and scope of Calderwood & Harkness LLP's representati

9. Closing Calderwood & Harkness deeply appreciates the trust and confidence that both Ardent Capital Partners III LP and Vectis Solutions LLC place in our firm. We take our professional and ethical obligations to each of our clients with the utmost seriousness, and we are committed to ensuring that the concurrent representations described in this letter are conducted in a manner that is fair, transparent, and protec