1001-00004 · Ardent Capital Partners · Engagement & Administrative

conflict-waiver-letter-vectis.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

7 Times Square New York, New York 10036

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

March 10, 2025

VIA HAND DELIVERY AND EMAIL

Theodore "Ted" Hargrove Co-Founder & Managing Partner Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022

Victoria Langford Co-Founder & Managing Partner Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022

Michael Parekh Chief Executive Officer Vectis Solutions LLC 4000 Shoreline Court, Suite 300 South San Francisco, California 94080

Re: Conflict Waiver — Concurrent Representation of Ardent Capital Partners III LP and Vectis Solutions LLC in Connection with the Proposed Acquisition of Luminex Systems Holdings Inc.

Calderwood & Harkness LLP Matter No. 1001-00004

Dear Mr. Hargrove, Ms. Langford, and Mr. Parekh:

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 representation in light of that potential conflict. We are sending this letter to both clients simultaneously, and each recipient is receiving an identical, unredacted copy of this letter in full so that both parties may evaluate the disclosure on an equal informational footing.

The potential conflict arises in connection with our engagement by Ardent Capital to serve as lead outside counsel in the proposed acquisition of Luminex Systems Holdings Inc., a Delaware corporation ("Luminex Holdings" or the "Target"), for an aggregate equity value of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) to be effected by means of a reverse triangular merger (the "Transaction"), which engagement has been assigned Calderwood & Harkness Matter No. 1001-00004. Concurrently, Calderwood & Harkness currently represents, and has previously represented, Vectis Solutions LLC, a Delaware limited liability company (EIN: 82-4910337), in various corporate and commercial matters. Vectis is a portfolio company of Ardent Capital Partners Fund II, LP (a predecessor fund to Fund III), and its Chief Executive Officer is Michael Parekh. Vectis's principal offices are located at 4000 Shoreline Court, Suite 300, South San Francisco, California 94080.

As more fully described below, both Vectis and the Target's subsidiary, Luminex Systems AG, operate in the procurement-automation software-as-a-service ("SaaS") market, and the Transaction may give rise to antitrust scrutiny that directly implicates Vectis's business, market position, and potentially its ownership structure. Because our firm owes duties of loyalty and confidentiality to both Ardent Capital and Vectis, this overlap creates a potential concurrent conflict of interest that we are obligated to disclose and for which we must obtain each client's informed, written consent before proceeding.

This letter is intended to satisfy our obligations under the New York Rules of Professional Conduct and to provide each of you with the information necessary to make an informed decision regarding whether to consent to our continued representation. We urge both parties to review this letter carefully and to consult with independent legal counsel before executing the consent and acknowledgment set forth in Section 8 below.

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 March 10, 2025, concurrent with the date of this conflict waiver letter.

The Transaction involves the acquisition of Luminex Systems Holdings Inc., a Delaware corporation originally incorporated on June 14, 2021, with its principal offices located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. The Transaction is structured as a reverse triangular merger under the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) ("DGCL"). Pursuant to the transaction structure, Ardent Apex Merger Sub Inc. ("Merger Sub"), a Delaware corporation incorporated on March 7, 2025, and a wholly owned subsidiary of Ardent Apex Holdings Inc. ("Apex Holdings" or "Parent"), a Delaware corporation incorporated on March 5, 2025, will merge with and into Luminex Holdings. Upon consummation of the merger, Merger Sub will cease to exist and Luminex Holdings will survive as a wholly owned subsidiary of Apex Holdings. The Agreement and Plan of Merger (the "Merger Agreement") was executed on March 24, 2025 by and among Apex Holdings, Merger Sub, and Luminex Holdings.

Our engagement on behalf of Ardent Capital encompasses the full range of legal workstreams necessary to negotiate, document, obtain regulatory clearance for, and consummate the Transaction. These workstreams include, without limitation: (a) transaction structuring and corporate governance; (b) negotiation, drafting, and interpretation of the Merger Agreement and related ancillary agreements; (c) antitrust review, including the preparation and filing of the premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the response to any Second Request or civil investigative demand issued by the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice ("DOJ"); (d) review under the Committee on Foreign Investment in the United States ("CFIUS") and preparation of any voluntary notice or declaration; (e) Swiss foreign-investment review under the applicable FINMA and SECO regulatory frameworks; (f) analysis of filings required under the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, or "GWB") and coordination with the German Federal Cartel Office (Bundeskartellamt); (g) tax structuring, including analysis of Section 368 reorganization treatment and cross-border tax optimization; (h) review and negotiation of debt and equity financing documentation; and (i) management of the closing process, including satisfaction of conditions precedent and preparation of closing deliverables.

The engagement team assigned to the Transaction includes the following Calderwood & Harkness professionals:

• James Prentice, Partner — Responsible Partner (Mergers & Acquisitions)

• Sandra Tung, Partner — Billing Partner (Mergers & Acquisitions)

• Ryan Kowalski, Associate — Lead Associate (Mergers & Acquisitions)

• Megan Chu, Associate — Working Associate (Mergers & Acquisitions)

• Sylvia Hartwell, Partner — Specialist Partner (Tax)

• Elaine Forsythe, Partner — Specialist Partner (Antitrust & Competition)

Additional attorneys and professional staff may be assigned to the Transaction team as the engagement progresses.

2.2 Representation of Vectis Solutions LLC

Calderwood & Harkness has represented Vectis Solutions LLC in range corporate, commercial, and regulatory matters over the course of the firm's relationship with Vectis. Our prior and ongoing representation of Vectis has included, among other things, general corporate advisory services, the negotiation and drafting of commercial contracts (including enterprise SaaS subscription agreements, vendor agreements, and strategic partnership arrangements), corporate governance counseling, and advice in connection with certain employment and intellectual property matters. The scope and nature of these engagements have been memorialized in separate engagement letters between Calderwood & Harkness and Vectis.

Vectis Solutions LLC is a Delaware limited liability company and is a portfolio company of Ardent Capital Partners Fund II, LP, a fund of prior vintage to the Ardent Capital Partners III LP fund that is the client in the Transaction. Vectis operates in the procurement-automation SaaS market, offering a cloud-based platform for enterprise procurement workflow management, supplier collaboration, and spend analytics. In fiscal year 2024, Vectis reported consolidated revenue of approximately Sixty-Eight Million Dollars ($68,000,000). Vectis maintains a German subsidiary, Vectis GmbH, organized under the laws of the Federal Republic of Germany, which reported 2024 German revenue of approximately Twelve Million Euros (€12,000,000). Industry analyses estimate that Vectis holds an approximately seven percent (7%) share of the procurement-automation SaaS market globally.

It is important for both parties to understand that Vectis's relationship with our firm predates the Transaction and was established in connection with matters wholly unrelated to the proposed acquisition of Luminex Holdings.

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-automation SaaS space. Based on publicly available industry data and information obtained in the course of due diligence on the Transaction, Luminex holds an estimated approximately eighteen percent (18%) market share in the procurement-automation SaaS market globally. As noted above, Vectis holds an estimated approximately seven percent (7%) share of the same market.

Upon consummation of the Transaction, Ardent Capital — through its Fund III investment in Luminex Holdings (via Apex Holdings) and its Fund II investment in Vectis — would have a controlling ownership interest, directly or indirectly, in entities with a combined approximately twenty-five percent (25%) market share in the procurement-automation SaaS market. This degree of combined market concentration in a single product market, held under common private-equity sponsorship, is material to the antitrust analysis of the Transaction and is expected to be a focal point of regulatory review, as described in greater detail in Section 3.2 below.

The competitive overlap between Vectis and Luminex means that our firm's representation of Ardent Capital in the Transaction — and specifically, our advice regarding antitrust strategy, remedies, and market analysis — necessarily involves the analysis of a market in which another client of the firm, Vectis, is a direct participant and competitor. This creates a tension between our duty to provide zealous and comprehensive advice to Ardent Capital regarding the Transaction (including the full range of potential antitrust remedies) and our duty of loyalty and confidentiality to Vectis as a current client.

3.2 Antitrust and Regulatory Risk — HSR Act and Multi-Jurisdictional Filings

The competitive overlap described in Section 3.1 has concrete regulatory implications for the Transaction. Calderwood & Harkness, on behalf of Ardent Capital, has already initiated or anticipates initiating the following regulatory filings, each of which is relevant to the potential conflict:

Hart-Scott-Rodino Act — United States. The HSR Act premerger notification for the Transaction was filed with the FTC and the DOJ on March 28, 2025, and was assigned Transaction No. HSR-20250328-4192. The applicable HSR filing fee, based on the Transaction's aggregate equity value of $2,800,000,000, was Two Million Three Hundred Ninety Thousand Dollars ($2,390,000). The initial thirty (30) day waiting period under the HSR Act is scheduled to expire on April 27, 2025. However, based on the combined market concentration resulting from Ardent Capital's common ownership of both Luminex and Vectis, we anticipate that the FTC — which was cleared by the DOJ on April 2, 2025 to take the lead in reviewing the Transaction — will issue a Request for Additional Information and Documentary Material (a "Second Request") on or about April 25, 2025, prior to the expiration of the initial waiting period. The combined approximately twenty-five percent (25%) market share in procurement-automation SaaS is expected to be a central focus of the FTC's investigation.

Bundeskartellamt — Germany. A merger control notification was filed with the German Federal Cartel Office (Bundeskartellamt) on April 9, 2025, and assigned File No. B6-34/25. The filing reflects, among other things, that Veltronix GmbH (the German subsidiary of the Target) reported 2024 German revenue of approximately Sixty-Seven Million Euros (€67,000,000) and that Vectis GmbH (the German subsidiary of Vectis Solutions LLC) reported 2024 German revenue of approximately Twelve Million Euros (€12,000,000). These revenue figures, together with the global combined revenues of the parties, trigger the mandatory notification thresholds under Section 35 of the GWB. The Bundeskartellamt's review is expected to focus, in part, on the competitive overlap between the Luminex One platform and Vectis's procurement-automation offerings in the German market.

Other Regulatory Filings. Additional regulatory filings in connection with the Transaction are pending or contemplated, including a voluntary CFIUS filing (anticipated to address certain government contracts held by Luminex's U.S. subsidiaries), a Swiss foreign-investment review under the applicable FINMA and SECO frameworks (in light of Luminex's Swiss operations), and analysis of potential obligations under the EU Foreign Subsidies Regulation. While each of these filings raises distinct legal and strategic considerations, the antitrust overlap between Luminex and Vectis in the procurement-automation SaaS market is the primary source of the potential conflict of interest that is the subject of this letter.

3.3 Potential Remedies and Divestiture Scenarios

If the FTC, the Bundeskartellamt, or any other competition authority determines that the combined market share of Luminex and Vectis in the procurement-automation SaaS market raises competitive concerns — whether under the Horizontal Merger Guidelines in the United States, the Guidelines on the Assessment of Horizontal Mergers under the Council Regulation on the Control of Concentrations in the EU, or analogous frameworks in other jurisdictions — such authority may require remedies as a condition to clearing the Transaction.

Potential remedies could include behavioral commitments (such as firewalling obligations, non-discrimination requirements, interoperability mandates, or restrictions on the sharing of competitively sensitive information between Luminex and Vectis) or structural remedies. Structural remedies could include, among other possibilities, the divestiture of all or a portion of Vectis Solutions LLC, the divestiture of a particular Luminex business line (such as the Luminex One platform or a geographic segment thereof), or the divestiture of specific assets, customer contracts, or intellectual property of either Vectis or Luminex.

It is in the context of potential structural remedies — and divestiture scenarios in particular — that the interests of Ardent Capital and Vectis could diverge most materially. From Ardent Capital's perspective, the paramount objective in the Transaction is to obtain regulatory clearance and consummate the acquisition of Luminex Holdings on the most favorable terms possible. If a divestiture is required to secure clearance, Ardent Capital's interest lies in selecting the remedy package that minimizes disruption to the combined enterprise, preserves the maximum strategic value of the Transaction, and satisfies the applicable competition authority's requirements at the lowest possible cost. In certain scenarios, this could involve recommending or agreeing to the divestiture of Vectis or a significant portion of Vectis's business.

From Vectis's perspective, a divestiture scenario could result in a forced sale of the company (or its key assets) on terms and a timeline not of Vectis's choosing, potentially at a valuation that does not reflect the full strategic value of Vectis's business. A divestiture could also result in Vectis being acquired by a buyer selected by a regulatory authority (or approved by a regulatory authority under a "fix-it-first" or "up-front buyer" remedy framework), or in operational restrictions that constrain Vectis's ability to compete effectively pending the completion of a divestiture.

Calderwood & Harkness's advice to Ardent Capital in the Transaction — including our analysis of antitrust strategy, our assessment of the likelihood and scope of remedies, our evaluation of divestiture candidates and remedy packages, and our negotiation of consent decree or commitment terms with competition authorities — could involve matters that directly and materially affect Vectis's business, enterprise value, operations, competitive position, and future ownership. This is the core of the potential conflict that we are disclosing.

3.4 Information Asymmetry Risk

In addition to the divergence-of-interest risk described in Section 3.3, the concurrent representations give rise to a risk of information asymmetry.

In the course of representing Ardent Capital in the Transaction, Calderwood & Harkness may receive, develop, or analyze confidential information regarding Vectis's market position, competitive dynamics, financial performance, product roadmap, customer base, technology stack, and strategic value — particularly in the context of remedies analysis, market definition proceedings, and divestiture planning. Such information may be obtained from Ardent Capital (as the common sponsor with portfolio-level visibility into Vectis's operations), from public or semi-public industry sources, or from the FTC or other regulatory authorities in the course of their investigation.

Conversely, information obtained by Calderwood & Harkness in the course of representing Vectis in unrelated matters — including information about Vectis's financial condition, strategic priorities, contractual commitments, technology capabilities, or competitive positioning — could be relevant to Calderwood & Harkness's advice to Ardent Capital regarding remedies strategy, divestiture valuation, or market analysis. Absent appropriate safeguards, there is a risk that confidential information of one client could be used, even inadvertently, to the benefit of the other client or to the detriment of the client from whom the information was obtained.

To mitigate these risks, Calderwood & Harkness proposes to implement ethical screens and information barriers as described in Section 5.3 below.

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 Professional Conduct, a concurrent conflict of interest exists when (1) the representation of one client will be directly adverse to another client, or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. In our assessment, the circumstances described in this letter give rise to a significant risk that Calderwood & Harkness's representation of Ardent Capital in the Transaction could be materially limited by the firm's responsibilities to Vectis, and that the firm's continued representation of Vectis could be materially limited by its responsibilities to Ardent Capital. Accordingly, a concurrent conflict of interest exists within the meaning of Rule 1.7(a)(2).

Notwithstanding the existence of a concurrent conflict, Rule 1.7(b) of the New York Rules of Professional Conduct permits a lawyer to represent both clients if each of the following conditions is satisfied:

(a) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;

(b) the representation is not prohibited by law;

(c) the representation does not involve the assertion of a claim by one client against the other client in the same litigation or other proceeding before a tribunal; and

(d) each affected client gives informed consent, confirmed in writing.

Calderwood & Harkness has carefully evaluated the circumstances and believes, in its professional judgment, that all four conditions for consent are met at this time, subject to the limitations and conditions described in Section 5 below. Specifically:

With respect to condition (a), we reasonably believe that we can provide competent and diligent representation to both Ardent Capital in the Transaction and Vectis in its unrelated matters, provided that the ethical screens and information barriers described in Section 5.3 are implemented and maintained, and provided that Vectis retains separate, independent counsel for any matters arising from or related to the Transaction.

With respect to condition (b), we are not aware of any statute, regulation, or rule of law that would prohibit our concurrent representation of both clients under the circumstances described herein.

With respect to condition (c), the concurrent representations do not involve the assertion of a claim by one client against the other in the same litigation or proceeding before a tribunal. While the interests of the two clients may diverge in the context of potential antitrust remedies, neither client is asserting a claim against the other in a pending proceeding.

With respect to condition (d), this letter is intended to provide both clients with the information necessary to give informed consent, and the consent blocks in Section 8 below are designed to confirm that consent in writing.

We also note our obligations under Rule 1.6 (Confidentiality of Information), which requires that information relating to the representation of a client be kept confidential and not revealed to others without the client's informed consent, except as otherwise permitted or required by the Rules. The information-barrier protocols described in Section 5.3 are designed to ensure compliance with Rule 1.6 in the context of this concurrent representation.

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 seeks consent from both clients to the following:

(a) Representation of Ardent Capital in the Transaction. Calderwood & Harkness seeks consent to represent Ardent Capital Partners III LP in all aspects of the Transaction (Matter No. 1001-00004), including, without limitation, transaction structuring, Merger Agreement negotiation and interpretation, antitrust strategy, HSR Act compliance and Second Request response preparation, Bundeskartellamt notification and review, CFIUS and Swiss foreign-investment review, remedies analysis and negotiation (including the analysis of potential divestiture of Vectis assets or business lines as a potential remedy), tax structuring, financing documentation, and closing. This representation extends to any and all regulatory proceedings, investigations, consent decree or commitment negotiations, and litigation arising from or related to the Transaction.

(b) Continued Representation of Vectis in Unrelated Matters. Calderwood & Harkness seeks consent to continue any existing representation of Vectis Solutions LLC in matters that are unrelated to the Transaction, including general corporate advisory, commercial contracts, and other engagements that do not involve the Transaction or its antitrust implications.

5.2 Limitations and Conditions

The waiver requested herein is subject to the following important limitations and conditions, which both parties should read carefully:

(a) No Representation of Vectis in the Transaction. Calderwood & Harkness will NOT represent Vectis Solutions LLC in connection with the Transaction itself, nor will Calderwood & Harkness advise Vectis with respect to any divestiture, remedies, operational restrictions, or other matters arising out of or relating to the Transaction or its antitrust implications. Calderwood & Harkness's engagement on behalf of Vectis is and will remain limited to matters that are unrelated to the Transaction.

(b) Recommendation to Retain Separate Counsel. If Vectis requires legal advice regarding the Transaction, antitrust remedies, a potential divestiture of Vectis or its assets, changes in Vectis's ownership or control resulting from the Transaction, or any other matter arising from the Transaction that could affect Vectis's interests, Vectis should retain separate, independent counsel for those matters. Calderwood & Harkness strongly recommends that Vectis engage independent antitrust counsel as promptly as practicable, given the anticipated timeline for the FTC's review and the possibility of a Second Request.

(c) Reservation of Right to Withdraw. If circumstances change such that Calderwood & Harkness reasonably determines, in its professional judgment, that it can no longer provide competent and diligent representation to both Ardent Capital and Vectis — or if an actual (as opposed to potential) conflict of interest materializes that cannot be managed through appropriate safeguards, including the information barriers described in Section 5.3 — Calderwood & Harkness reserves the right to withdraw from one or both representations after providing reasonable notice to the affected client(s). In such event, Calderwood & Harkness will cooperate in the orderly transition of the affected representation to successor counsel.

(d) Divestiture of Vectis. In the event that a divestiture of Vectis Solutions LLC, or a material portion of its assets or business, becomes a concrete remedies proposal in connection with the Transaction — whether proposed by the FTC, the Bundeskartellamt, or any other competition authority, or offered by Ardent Capital as a voluntary remedy — Calderwood & Harkness will represent Ardent Capital Partners III LP in that divestiture process and will not represent Vectis Solutions LLC. Vectis would need to engage separate, independent counsel to represent its interests in any such divestiture process, including in the negotiation of any divestiture agreement, the evaluation of any proposed buyer, and the protection of Vectis's interests in the transition of assets, employees, and customer relationships.

(e) Scope of Waiver Not Unlimited. This waiver does not constitute a blanket waiver of all future conflicts between Ardent Capital and Vectis. The consent requested herein is limited to the specific circumstances described in this letter. If new or different conflicts arise that are not contemplated by this letter, Calderwood & Harkness will disclose such conflicts and seek additional consent as required by the applicable Rules of Professional Conduct.

5.3 Ethical Screens and Information Barriers

To mitigate the risks associated with the concurrent representations, Calderwood & Harkness will implement and maintain appropriate information barriers (commonly referred to as "ethical screens" or "Chinese walls") between the team advising Ardent Capital on the Transaction and any firm personnel providing legal services to Vectis on unrelated matters. These information barriers will be structured as follows:

(a) Identification of Screened Personnel. The following attorneys and staff have been identified as members of the Transaction team and will be screened from any involvement in the Vectis representation: James Prentice (Partner), Sandra Tung (Partner), Ryan Kowalski (Associate), Megan Chu (Associate), Sylvia Hartwell (Partner, Tax), and Elaine Forsythe (Partner, Antitrust & Competition). Any additional personnel subsequently assigned to the Transaction will also be subject to the screen.

(b) Restriction on Sharing Vectis Confidential Information. Confidential information of Vectis Solutions LLC obtained in the course of representing Vectis in unrelated matters will not be shared with, disclosed to, or made accessible to any member of the Transaction team without the express, prior written consent of Vectis. Firm personnel working on Vectis matters will be instructed in writing regarding this restriction.

(c) Restriction on Sharing Transaction Confidential Information. Confidential information of Ardent Capital Partners III LP related to the Transaction — including, without limitation, remedies strategy, antitrust analysis, divestiture planning, market studies, competitive assessments, and internal communications relating to Vectis — will not be shared with, disclosed to, or made accessible to any firm personnel advising Vectis on unrelated matters.

(d) Physical and Electronic Separation. To the extent practicable, Transaction-related files (both physical and electronic) will be maintained on separate systems or in separate repositories with access controls limiting access to authorized Transaction team members. Vectis-related files will be similarly segregated.

(e) Periodic Compliance Review. Calderwood & Harkness's General Counsel and conflicts committee will conduct periodic reviews to confirm that the information barriers are being maintained and that no inadvertent disclosure has occurred.

While we believe these measures are appropriate and effective, we wish to be transparent that no information-barrier protocol can guarantee the absolute prevention of inadvertent information transfer within a single law firm. Both clients should take this inherent limitation into account in deciding whether to consent to the concurrent representations.

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 limit the scope, candor, or vigor of the advice Calderwood & Harkness provides to Ardent Capital regarding remedies scenarios that directly involve Vectis. For example, our firm's duty of loyalty to Vectis could create an unconscious reluctance to recommend, with full force, a divestiture of Vectis as a remedy to obtain regulatory clearance for the Transaction — even if such a recommendation would be in Ardent Capital's best interest. Although we will endeavor at all times to provide our best professional judgment to Ardent Capital, uninfluenced by our relationship with Vectis, we cannot guarantee that the existence of the concurrent representation will have no effect, however subtle, on our advice.

Ardent Capital should understand that it retains the right to consult with independent counsel at any time if it has any concerns about the adequacy, completeness, or independence of Calderwood & Harkness's advice as it pertains to remedies scenarios involving Vectis. Ardent Capital may also wish to engage a separate antitrust advisor to provide a "second opinion" on remedies strategy, particularly in the event that a divestiture of Vectis becomes a realistic possibility.

6.2 Risks to Vectis Solutions LLC

Vectis should carefully consider the following risks before deciding whether to consent to the concurrent representations:

(a) Adverse Recommendations. Calderwood & Harkness's primary engagement in the Transaction is on behalf of Ardent Capital Partners III LP. Our firm owes a duty to zealously and diligently represent Ardent Capital's interests in the Transaction. This duty could result in strategic recommendations by Calderwood & Harkness that adversely affect Vectis — including, without limitation, a recommendation that Ardent Capital offer to divest all or a portion of Vectis's business as a remedy to obtain regulatory clearance for the Transaction. In such a scenario, Calderwood & Harkness's advice would be given in furtherance of Ardent Capital's interests, not Vectis's interests.

(b) Remedies Analysis Involving Vectis. Calderwood & Harkness's advice to Ardent Capital may include detailed analysis of the strategic value, marketability, competitive position, customer relationships, technology assets, and financial performance of Vectis in the context of remedies planning. This analysis will be conducted for the benefit of Ardent Capital, and Vectis will not have access to such analysis (which will be maintained behind the information barriers described in Section 5.3).

(c) No Representation in Transaction-Related Matters. As stated in Section 5.2(a), Calderwood & Harkness will not represent Vectis in connection with the Transaction or any matters arising therefrom. If the Transaction results in antitrust remedies, divestiture proceedings, operational restrictions, or ownership changes that affect Vectis, Vectis will need to be represented by separate, independent counsel in those matters. Calderwood & Harkness will not be in a position to protect or advance Vectis's interests in any such proceedings.

(d) Loss of Preferred Counsel. If circumstances develop such that the concurrent representations become untenable and Calderwood & Harkness is required to withdraw from one representation, there is a possibility that the firm would withdraw from the Vectis representation in order to continue representing Ardent Capital in the Transaction, given the scale and complexity of the Transaction engagement. In such event, Vectis would need to transition its ongoing matters to new counsel, with the associated disruption and expense.

Vectis is strongly encouraged to retain separate, independent legal counsel to advise on any matters that may be affected by the Transaction, including potential divestiture, operational restrictions, changes in ownership, and the protection of Vectis's interests in any antitrust proceedings. The retention of independent counsel by Vectis is not merely a recommendation — it is, in our professional judgment, an important safeguard for Vectis's interests in light of the circumstances described in this letter.

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 advice in evaluating whether to consent to the concurrent representations.

Each party has the absolute right to decline to provide the consent requested by this letter. In the event that either Ardent Capital or Vectis declines to consent, Calderwood & Harkness will promptly evaluate whether it is able to continue one or both representations and will advise each party accordingly. We note that, depending on the circumstances, a refusal to consent by one party could result in Calderwood & Harkness's withdrawal from one or both representations in order to comply with its obligations under the applicable Rules of Professional Conduct.

Neither party should feel pressured to consent to this waiver, and neither party's decision regarding consent will affect Calderwood & Harkness's commitment to providing the highest quality legal services in all matters in which the firm is engaged.

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 representations of Ardent Capital Partners III LP and Vectis Solutions LLC, the applicable professional responsibility rules, the scope and limitations of the waiver, the ethical screen and information-barrier protocols, and the risks to Ardent Capital described herein. After having had the opportunity to consult with independent legal counsel regarding this matter, we hereby provide our informed consent to Calderwood & Harkness LLP's continued representation of Vectis Solutions LLC in matters unrelated to the Transaction, notwithstanding the potential concurrent conflict of interest described in this letter. We understand that Calderwood & Harkness LLP will implement the information barriers described in Section 5.3 and that this consent is subject to the limitations and conditions set forth in Section 5.2.

ARDENT CAPITAL PARTNERS III LP

By: ________

Name: Theodore "Ted" Hargrove

Title: Co-Founder & Managing Partner

Date: ________

By: ________

Name: Victoria Langford

Title: Co-Founder & Managing Partner

Date: ________

8.2 Consent — Vectis Solutions LLC

We, Vectis Solutions LLC, by and through our authorized signatory, 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 representations of Ardent Capital Partners III LP and Vectis Solutions LLC, the applicable professional responsibility rules, the scope and limitations of the waiver, the ethical screen and information-barrier protocols, and the risks to Vectis described herein. After having had the opportunity to consult with independent legal counsel regarding this matter, we hereby provide our informed consent to Calderwood & Harkness LLP's representation of Ardent Capital Partners III LP in connection with the Transaction (including, without limitation, antitrust strategy, HSR Act compliance, Second Request response preparation, remedies analysis and negotiation, and potential divestiture planning involving Vectis), notwithstanding the potential concurrent conflict of interest described in this letter. We understand that Calderwood & Harkness LLP will not represent Vectis Solutions LLC in connection with the Transaction or any matters arising therefrom, including any divestiture, remedies, or operational restrictions, and that we may and should retain separate, independent counsel for such matters. We further understand that this consent is subject to the limitations and conditions set forth in Section 5.2.

VECTIS SOLUTIONS LLC

By: ________

Name: Michael Parekh

Title: Chief Executive Officer

Date: ________

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 protective of each client's interests.

We respectfully request that each party execute its respective consent block in Section 8 above and return a fully executed copy of this letter to:

James Prentice, Partner Calderwood & Harkness LLP 7 Times Square New York, New York 10036

Email: jprentice@calderwoodharkness.com

Executed copies may be returned by hand delivery, overnight courier, or email (with a PDF scan of the signed signature page). We ask that executed copies be returned at your earliest convenience, and in any event no later than March 21, 2025, in order to avoid any delay in the progression of the Transaction workstreams.

This conflict waiver letter, together with the executed consent blocks, will be maintained in Calderwood & Harkness's conflict records in accordance with the firm's document retention policies and the applicable Rules of Professional Conduct. A copy of this letter is being provided to each party for its records.

Should you have any questions regarding this letter or the matters described herein, please do not hesitate to contact James Prentice at (212) 506-7100 or Sandra Tung at (212) 506-7215.

Very truly yours,