Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("we," "the Firm," or "Calderwood & Harkness") is pleased to confirm its engagement by Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital," "Ardent CP," or the "Client"), in connection with the Client's proposed acquisition (the "Transaction" or the "Acquisition") of Luminex Systems Holdings Inc., a Delaware corporation (the "Target" o

2. Scope of Representation The Firm's representation of the Client will encompass the following areas in connection with the Transaction. The scope described below is intended to be comprehensive but may be modified or expanded by mutual agreement as the Transaction evolves. 2.1 Transaction Structuring and Merger Documentation The Firm will serve as lead transaction counsel to the Client in connection with the struct

3. Engagement Team The following attorneys and professionals have been assigned to this engagement. The Client's primary points of contact will be the Responsible Partner and the Lead Associate identified below. 3.1 Responsible Partner James Prentice, Partner, Mergers & Acquisitions, New York office. Mr. Prentice will have overall supervision and direction of the engagement and will serve as the primary relationship

4. Fee Arrangements 4.1 Hourly Rates The Firm will bill for its services at its standard hourly rates then in effect for the timekeepers assigned to this matter. A separate Billing Rate Schedule is enclosed concurrently with this letter as Enclosure 1 (billing-rate-schedule.xlsx), which sets forth the current hourly rates for each of the named timekeepers identified in Section 3 above (James Prentice, Sandra Tung, Sy

5. Conflicts of Interest 5.1 Conflict Check The Firm has conducted a comprehensive conflicts check in connection with this engagement, consistent with its obligations under the New York Rules of Professional Conduct and the Firm's internal conflicts policies. As has been disclosed to the Client in prior communications, the Firm has provided legal services to Vectis Solutions LLC (EIN: 82-4910337), a Delaware limited

6. Confidentiality The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement in accordance with the Firm's professional and ethical obligations under the New York Rules of Professional Conduct and applicable law. The Firm will not disclose such information to any third party without the Client's prior written consent, except as required by law, regulation,

7. Document Retention Upon completion of the engagement (whether by closing of the Transaction, termination of the engagement, or otherwise), the Firm will retain client files in accordance with its standard document retention policy, which currently provides for the retention of engagement files for a period of ten (10) years from the date of matter closing or termination. Working papers, internal memoranda, drafts,

8. Termination Either party may terminate this engagement at any time upon written notice to the other party. The Firm's right to terminate is subject to its obligations under the applicable rules of professional conduct, including the obligation to avoid prejudice to the Client's interests. Upon termination, the Client will remain responsible for the payment of all fees and expenses incurred through the date of term

9. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based in contract, tort, negligence, or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered under this engagement letter. This limitation of liability shall not apply in ca

10. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or in connection with this engagement letter, or the breach, termination, o

11. Client Identification and Anti-Money Laundering For purposes of the Firm's "know your client" and anti-money laundering compliance obligations under applicable laws, regulations, and internal policies, the Client confirms that the following information is true and correct as of the date hereof: (a) Client Name: Ardent Capital Partners III LP (b) Jurisdiction of Formation: State of Delaware, United States (c) Date

12. Acceptance and Execution We are grateful for the opportunity to serve as counsel to Ardent Capital Partners III LP in connection with this Transaction, and we look forward to working with you and your team. We trust that this letter accurately reflects the terms of our engagement. Please confirm your agreement to the foregoing by signing and returning a copy of this letter to the undersigned at your earliest conv