1001-00004 · Ardent Capital Partners · Engagement & Administrative

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

Attorneys at Law

7 Times Square New York, NY 10036 Tel: (212) 506-7000	Fax: (212) 506-7001 www.calderwoodharkness.com
New York	San Francisco	London 555 California Street, Suite 3200, San Francisco, CA 94104 1 Angel Court, London EC2R 7HJ, United Kingdom

March 10, 2025

Theodore "Ted" Hargrove Co-Founder & Managing Partner

Victoria Langford Co-Founder & Managing Partner

Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022

Re: Engagement of Calderwood & Harkness LLP in connection with the proposed acquisition of Luminex Systems Holdings Inc. by Ardent Capital Partners III LP

Calderwood & Harkness Matter No. 1001-00004

Dear Mr. Hargrove and Ms. Langford:

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" or "Luminex Holdings"), for an aggregate equity value of $2,800,000,000 (Two Billion Eight Hundred Million Dollars). This letter sets forth the terms and conditions of our engagement, including the scope of representation, the engagement team, fee arrangements, and certain other matters. We ask that you review this letter carefully, and we are available to discuss any questions you may have before signing.

The Transaction is structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"), pursuant to which a newly formed, wholly owned subsidiary of the Client's intermediate holding company, Ardent Apex Holdings Inc., a Delaware corporation ("Apex Holdings" or "Parent"), will merge with and into the Target, with the Target surviving as a wholly owned subsidiary of Apex Holdings. The merger subsidiary is Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), which was incorporated on March 7, 2025, solely for the purpose of effectuating the Transaction. Upon consummation of the merger, the separate corporate existence of Merger Sub will cease, and the Target will continue its corporate existence under the laws of the State of Delaware as the surviving corporation and a wholly owned subsidiary of Apex Holdings.

The Target is the U.S. holding company of Luminex Systems AG, a Swiss Aktiengesellschaft headquartered in Zürich, Switzerland, which operates a cloud-based enterprise software-as-a-service ("SaaS") platform with global operations spanning the United States, the European Union, and the Asia-Pacific region. The Target's subsidiaries include operating entities in the United States, Switzerland, the United Kingdom, Germany, and Singapore, as further described in Section 2.2 below. Luminex Holdings' enterprise SaaS platform serves Fortune 500 and mid-market clients across multiple industry verticals, including financial services, healthcare, manufacturing, and government.

The sell-side shareholders of Luminex Holdings (collectively, the "Selling Stockholders") comprise: (a) Ridgeline Growth Equity Fund II LP, which holds approximately 52% of the outstanding shares of common stock of the Target; (b) Meridian Venture Partners IV LP, which holds approximately 20% of the outstanding shares of common stock of the Target; and (c) members of the Target's management team and employees, who collectively hold approximately 28% of the outstanding shares of common stock of the Target (inclusive of vested stock options and restricted stock units). The Client's legal team at Tovance, Kessler & Whitfield LLP, acting on behalf of the Selling Stockholders, has indicated that a definitive merger agreement is targeted for execution during the second quarter of 2025, with closing expected to occur in the fourth quarter of 2025, subject to the receipt of all required regulatory approvals.

This engagement letter, together with the enclosures referenced herein, constitutes the entire agreement between the Client and the Firm concerning this engagement and supersedes all prior oral or written communications regarding the same.

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 structuring, negotiation, drafting, and execution of the definitive Agreement and Plan of Merger (the "Merger Agreement") and all ancillary transaction documents. This scope of work includes, without limitation:

(a) Drafting, review, and negotiation of the Merger Agreement, including all representations and warranties, covenants, conditions to closing, termination provisions, indemnification mechanics, and related provisions;

(b) Preparation and filing of the certificate of merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL;

(c) Preparation of the disclosure schedules to the Merger Agreement, in coordination with the Client's deal team and the Target's counsel;

(d) Negotiation and drafting of the escrow agreement governing the indemnification escrow and, if applicable, any working capital adjustment escrow, including the selection and engagement of the escrow agent;

(e) Negotiation and drafting of the paying agent agreement with a nationally recognized financial institution to facilitate the payment of merger consideration to the Selling Stockholders;

(f) Preparation of letters of transmittal and related stockholder communications;

(g) Advising the Client on the mechanics of the reverse triangular merger under the DGCL, including compliance with Sections 251, 252, and 259 of the DGCL, the treatment of dissenting stockholders under Section 262 (appraisal rights), and all required corporate authorizations;

(h) Structuring and documentation of management rollover arrangements, including rollover agreements pursuant to which certain members of the Target's management team will contribute a portion of their merger consideration to Apex Holdings in exchange for equity interests therein, the stockholders agreement governing the rights and obligations of holders of Apex Holdings equity, registration rights agreements providing for customary demand and piggyback registration rights, and the management equity incentive plan for Apex Holdings (including stock option, restricted stock unit, and profits interest award agreements); and

(i) Such other transaction documentation as may be required or appropriate in connection with the consummation of the Acquisition.

2.2 Due Diligence

The Firm will coordinate and conduct comprehensive legal due diligence on the Target and its direct and indirect subsidiaries, including the following entities:

(a) Luminex Systems AG, a Swiss Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 45, 8001 Zürich, Switzerland;

(b) Luminex Systems Inc., a Delaware corporation and the Target's principal U.S. operating subsidiary;

(c) Luminex Systems UK Ltd., a private company limited by shares organized under the laws of England and Wales, with its registered office in London, United Kingdom;

(d) Luminex Systems GmbH, a German Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office in Munich, Germany; and

(e) Luminex Systems Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore, with its registered office in Singapore.

The due diligence review will encompass, among other matters: corporate organizational documents and formation records; capitalization tables and equity records; material commercial contracts, customer agreements, and supplier agreements; intellectual property portfolios (including patents, trademarks, copyrights, trade secrets, and software licenses); employment and employee benefits matters (including executive compensation arrangements, pension plans, and equity incentive plans); pending and threatened litigation, arbitrations, and governmental investigations; regulatory compliance (including data privacy, export controls, and government contracting regulations); real property and lease agreements; environmental matters; insurance policies; and tax matters. The Firm will prepare and deliver a comprehensive due diligence report to the Client summarizing its findings and identifying material risks and issues.

2.3 Financing Documentation

The Firm will review and negotiate the financing documentation for the Transaction on behalf of the Client, including:

(a) The $1,400,000,000 senior secured credit facility (consisting of a $1,200,000,000 Term Loan B tranche and a $200,000,000 revolving credit facility), to be arranged by Stonebridge Credit Partners LLC (as lead arranger and administrative agent), Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, including commitment letters, fee letters, the definitive credit agreement, guarantee and collateral agreements (including pledge agreements, security agreements, and intellectual property security agreements), and intercreditor agreements;

(b) The $300,000,000 subordinated note purchase agreement and mezzanine warrant agreement with Crestline Mezzanine Partners II LP, including all related security documents, subordination agreements, and equity-linked instruments;

(c) Equity commitment letters and co-investment agreements with Northvale Sovereign Holdings Ltd. (commitment amount: $200,000,000) and Summit Ridge Capital Partners LP (commitment amount: $100,000,000), including side letters, management fee and carry arrangements (to the extent applicable), and co-investment allocation provisions; and

(d) Coordination of the "certain funds" and "SunGard" provisions in the Merger Agreement with the conditionality provisions in the financing commitments to ensure alignment between the merger agreement and the financing documentation.

2.4 Antitrust and Competition Law

The Firm will advise the Client on all antitrust and competition law matters arising in connection with the Transaction, including:

(a) Preparation and filing of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), premerger notification form with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"), including preparation of all required documentary attachments and Item 4(c) and 4(d) documents;

(b) Preparation for and response to any Second Request for additional information and documentary material issued by the reviewing agency, including development of a Second Request compliance strategy, coordination of document collection and review, preparation of privilege logs, and advocacy before the FTC or DOJ staff;

(c) Coordination with the Client's retained local counsel on foreign competition filings, including (i) notification to the Swiss Competition Authority (Wettbewerbskommission) under the Swiss Federal Act on Cartels and Other Restraints of Competition ("KartG"), (ii) notification to the German Federal Cartel Office (Bundeskartellamt) under Section 35 of the Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB"), and (iii) any required notifications under the European Union Foreign Subsidies Regulation (Regulation (EU) 2022/2560);

(d) Detailed analysis of the competitive overlap between the Target and Vectis Solutions LLC ("Vectis Solutions"), a Delaware limited liability company and portfolio company of Ardent Capital Partners II LP (a prior fund of the Client's sponsor), in the procurement-automation SaaS market, including an assessment of combined market share (currently estimated at approximately 25% based on publicly available data), product overlap, customer overlap, and the potential competitive effects of common private-equity ownership; and

(e) Development of remedies strategy, including analysis of potential divestiture scenarios, behavioral remedies, and consent decree structures, in the event the reviewing agency identifies competitive concerns.

2.5 Foreign Investment and National Security Review

The Firm will advise the Client on foreign investment and national security matters arising in connection with the Transaction, including:

(a) Preparation and filing of the voluntary joint notice with the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations at 31 C.F.R. Parts 800 and 802, in connection with Luminex Systems Inc.'s U.S. government contracts with the Department of Defense ("DoD"), the Department of Energy ("DOE"), and the General Services Administration ("GSA"), and any access to controlled unclassified information ("CUI") or other sensitive government data;

(b) Advising the Client on potential mitigation measures that CFIUS may require as a condition of clearance, including the negotiation and execution of a National Security Agreement ("NSA") or other mitigation agreement, the establishment of a Government Security Committee, and the appointment of a third-party security monitor;

(c) Coordination with Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld) on Swiss foreign-investment review matters, including any applicable provisions of the Federal Act on the Acquisition of Real Estate by Persons Abroad (Lex Koller) and the Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA), to the extent relevant to the Transaction structure; and

(d) Monitoring and advising on any changes to the regulatory landscape during the pendency of the Transaction, including any new executive orders or proposed legislation that may affect the CFIUS review process.

2.6 Tax Structuring

The Firm will provide tax structuring advice in connection with the Transaction, including:

(a) Analysis of the potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and corresponding state and local tax elections, including the quantification of the tax basis step-up and the allocation of purchase price among the Target's assets;

(b) Swiss withholding tax analysis, including the application of the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income (the "U.S.-Switzerland Income Tax Treaty") and the availability of treaty-rate reductions on distributions and intercompany payments;

(c) Transfer pricing restructuring advice for the intercompany intellectual property licensing arrangements between Luminex Systems AG (as licensor) and Luminex Systems Inc. (as licensee), including analysis of arm's length pricing under Section 482 of the Code, the OECD Transfer Pricing Guidelines, and applicable Swiss and German transfer pricing rules;

(d) Analysis under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") and the nonresident alien withholding provisions of Sections 1441–1446 of the Code, as applicable to the Selling Stockholders and the structure of the Transaction;

(e) State and local tax considerations, including nexus analysis, apportionment, and any state-level merger or transfer taxes applicable to the Transaction; and

(f) Review and negotiation of the tax provisions in the Merger Agreement, including tax representations and warranties, interim-period covenants, indemnification for pre-closing tax liabilities, and the allocation of responsibility for the preparation and filing of pre-closing and straddle-period tax returns.

2.7 Insurance. The Firm will coordinate with the Client's insurance broker, Ashbury Risk Advisors LLC, on the placement of insurance products in connection with the Transaction, including:

(a) Representations and warranties insurance ("RWI"), including coordination of the underwriting process, review and negotiation of the RWI policy with Grandview Specialty Insurance Company (as lead underwriter), and integration of the RWI policy with the indemnification provisions of the Merger Agreement; and

(b) Directors' and officers' liability insurance tail policy for the pre-closing directors and officers of the Target, including coordination with Palisade Mutual Insurance Co. on the terms, duration, and coverage limits of the tail policy.

2.8 Closing and Post-Closing

The Firm will manage all aspects of the closing of the Transaction, including:

(a) Preparation and coordination of the comprehensive closing checklist, including all conditions precedent, required consents and approvals, and deliverables;

(b) Preparation of the funds flow memorandum, setting forth the sources and uses of funds and the wire transfer instructions for the distribution of merger consideration;

(c) Preparation of officer's certificates, secretary's certificates, good standing certificates, and incumbency certificates for the Client, Apex Holdings, and Merger Sub;

(d) Preparation and delivery of legal opinions of the Firm, including customary opinions as to corporate authorization, enforceability, no conflicts, and such other opinions as may be required by the financing sources;

(e) Preparation of solvency certificates and FIRPTA certificates;

(f) Coordination with the paying agent, escrow agent, and all parties on the mechanics of the closing; and

(g) Post-closing support, including assistance with the working capital adjustment process (including any disputes submitted to the independent accounting firm), preparation and filing of any post-closing regulatory notices, and such post-closing integration legal advice as the Client may reasonably request from time to time.

2.9 Coordination with Local Counsel

In connection with the Transaction, the Client has retained the following local counsel firms to advise on jurisdiction-specific matters:

(a) Breitfeld Hess & Partner AG (lead partner: Dr. Lukas Breitfeld), Talstrasse 62, 8001 Zürich, Switzerland — Swiss and EU regulatory matters, Swiss competition law, Swiss corporate law, and Swiss foreign-investment review;

(b) Wendt Schäfer Rechtsanwälte PartG mbB (lead partner: Dr. Katarina Wendt), Maximilianstrasse 35, 80539 Munich, Germany — German corporate law, employment and labor law, and data privacy matters (including compliance with the General Data Protection Regulation and the German Federal Data Protection Act (Bundesdatenschutzgesetz)); and

(c) Tan Liang & Associates LLP (lead partner: Kelvin Tan), 80 Raffles Place, #32-01, Singapore 048624 — Singapore corporate and regulatory matters, including compliance with the Singapore Companies Act 1967 and applicable regulatory requirements.

Calderwood & Harkness will serve as lead coordinating counsel for the Transaction, responsible for integrating the advice of local counsel into the overall transaction documentation and execution strategy. However, the Firm shall not be responsible for, and does not undertake to supervise or guarantee, the legal advice rendered by such local counsel in their respective jurisdictions. Each local counsel firm has been independently retained by the Client and will issue its own engagement letters, billing arrangements, and legal opinions.

2.10 Exclusions and Limitations

The scope of this engagement is limited to the matters described in Sections 2.1 through 2.9 above. For the avoidance of doubt:

(a) This engagement does not include the representation of Ardent Apex Holdings Inc. or Ardent Apex Merger Sub Inc. as separate clients of the Firm. Those entities are represented by the Firm solely in their capacity as affiliates and instrumentalities of the Client formed for the purpose of effectuating the Transaction, and no independent attorney-client relationship exists between the Firm and such entities except as incidental to the Firm's representation of the Client.

(b) This engagement does not encompass regulatory compliance advice unrelated to the Transaction (including, without limitation, ongoing securities law compliance, investment adviser registration, or general corporate governance matters), post-closing litigation (unless the Client separately engages the Firm for such purpose), or any matters relating to Ardent Capital's fund-level operations, investor relations, limited partner advisory committee matters, or other portfolio company matters.

(c) The Client's financial advisor for the Transaction is Whitfield Partners LLC (Christopher Brennan, Managing Director), 280 Park Avenue, New York, NY 10017. The Firm does not provide financial advisory, investment banking, valuation, accounting, or tax return preparation services, and the Client should not rely on the Firm for any such services.

(d) Nothing in this engagement letter shall be construed to create an attorney-client relationship between the Firm and any limited partner, co-investor, lender, or other third party involved in the Transaction.

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 partner for the Client. Mr. Prentice has over 25 years of experience representing private equity sponsors in leveraged buyouts, growth equity investments, and complex cross-border mergers and acquisitions.

3.2 Billing Partner

Sandra Tung, Partner, Mergers & Acquisitions, New York office. Ms. Tung will be responsible for all billing, invoicing, and fee-related communications with the Client. All billing inquiries, including questions regarding invoices, expense reimbursement, and budgeting, should be directed to Ms. Tung.

3.3 Lead Associate

Ryan Kowalski, Associate, Mergers & Acquisitions, New York office. Mr. Kowalski will be responsible for the day-to-day coordination of deal execution, including the management of the due diligence process, drafting and negotiation of transaction documents, coordination with local counsel and the Client's other advisors, and preparation for closing.

3.4 Working Associate

Megan Chu, Associate, Mergers & Acquisitions, New York office. Ms. Chu will support Mr. Kowalski and the broader deal team on due diligence, regulatory filings, ancillary document preparation, and closing-related work.

3.5 Specialist Partners

(a) Sylvia Hartwell, Partner, Tax, New York office. Ms. Hartwell will advise on all tax structuring matters, including the Section 338(h)(10) election analysis, Swiss withholding tax analysis and treaty-rate reduction, transfer pricing restructuring for intercompany IP licensing arrangements, FIRPTA and nonresident alien withholding analysis, and state and local tax considerations.

(b) Elaine Forsythe, Partner, Antitrust & Competition, New York and Washington offices. Ms. Forsythe will lead the antitrust and competition law workstream, including preparation and filing of the HSR premerger notification, development of Second Request response strategy, engagement with the FTC and DOJ, coordination of foreign competition filings, and remedies analysis (including the Vectis Solutions competitive overlap assessment).

3.6 Additional Personnel

The Firm may from time to time assign additional associates, counsel, paralegals, and other paraprofessionals to this engagement as the needs of the matter require. The Firm will notify the Client of any material additions to the engagement team. Any additions at the partner or senior counsel level will be subject to the Client's prior written approval, which shall not be unreasonably withheld or delayed. The hourly rates for any additional personnel will be set forth on updated Billing Rate Schedules provided to the Client promptly upon assignment.

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, Sylvia Hartwell, Elaine Forsythe, Ryan Kowalski, Megan Chu, and paralegal staff assigned to the engagement). The Client should review the Billing Rate Schedule carefully and direct any questions to Sandra Tung.

The Firm's hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. In the event of any mid-engagement rate increase, the Firm will communicate such adjustment to the Client in writing at least thirty (30) days in advance of its effective date. No rate increase will be applied retroactively to time previously recorded.

4.2 Fee Estimates

Based on the current scope of the Transaction as described herein, the Firm estimates that its total legal fees and expenses for this engagement will be approximately $12,000,000 to $15,000,000. This range reflects the Firm's current assessment of the work required and takes into account, among other factors, the anticipated complexity and duration of the regulatory review process (including the possibility of a Second Request), the scope of due diligence across multiple jurisdictions, and the extent of negotiation expected on the Merger Agreement, financing documentation, and ancillary transaction documents.

This estimate forms part of the Client's overall estimated buyer transaction expenses of approximately $62,000,000, which includes all legal, financial advisory, accounting, insurance, regulatory, and other fees and costs anticipated in connection with the Transaction. The Firm understands that the Client is separately tracking its overall transaction expense budget and will endeavor to provide periodic updates on accrued fees and projected costs to assist the Client in managing its budget.

This estimate is provided for budgeting purposes only and does not constitute a cap, a fixed fee, or a guarantee of total costs. Actual fees will depend on the scope and duration of the work performed, the complexity of issues that arise during the engagement, and other factors that cannot be predicted with certainty at this time. If at any point during the engagement the Firm believes that actual fees are likely to materially exceed the estimated range, the Firm will promptly notify the Client and discuss the reasons for the variance.

4.3 Expenses and Disbursements

In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this matter. Such expenses include, but are not limited to:

(a) Travel expenses, including airfare, ground transportation, hotel accommodations, and meals, incurred in connection with due diligence site visits, regulatory meetings, closing, and other Transaction-related travel;

(b) Filing fees, including the HSR Act filing fee of $2,390,000 (based on the Transaction value and the applicable fee tier under the HSR Act, as amended by the Merger Filing Fee Modernization Act of 2022), which will be passed through to the Client at cost;

(c) Filing fees for foreign regulatory filings (Swiss Competition Authority, German Bundeskartellamt, EU Foreign Subsidies Regulation), which will be invoiced as incurred;

(d) Courier and delivery charges, including overnight delivery, messenger services, and international shipping;

(e) Document reproduction and printing costs, including bulk printing for due diligence, closing binders, and regulatory filings;

(f) Computerized legal research and database costs, including charges for Westmark Data Systems, Sundial Solutions, and other electronic research platforms;

(g) Long-distance communications charges, including international telephone and video conference charges; and

(h) Such other reasonable expenses as may be incurred in the ordinary course of the engagement.

4.4 Billing and Payment

The Firm will render monthly invoices to the Client for fees and expenses incurred during the preceding calendar month. Invoices will provide reasonable detail regarding the nature of the services performed, the timekeepers involved, the hours expended, and the expenses incurred.

All invoices are due and payable within thirty (30) days of the date of the invoice. The Firm reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (or the maximum rate permitted by applicable law, if less), accruing from the date the invoice becomes past due.

The Firm reserves the right to request an advance retainer from the Client at any time during the engagement; however, at this time, no retainer is being requested. If a retainer is subsequently requested, the Firm will provide written notice to the Client specifying the amount and the reasons for the request.

All billing inquiries should be directed to Sandra Tung, Partner, at the contact information provided at the end of this letter.

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 liability company that is a portfolio company of Ardent Capital Partners II LP, a prior fund of the Client's sponsor. Vectis Solutions is active in the procurement-automation SaaS market and has been identified by the Client's deal team and antitrust advisors as a source of potential competitive overlap with the Target. Based on publicly available market data and preliminary internal analysis, the combined market share of the Target and Vectis Solutions in the procurement-automation SaaS segment is estimated at approximately 25%. This overlap may give rise to antitrust scrutiny by the FTC or DOJ and could result in remedies discussions, including potential divestiture of certain Vectis Solutions assets or business lines.

A separate Conflict Waiver Letter addressing this overlap in greater detail is being provided to the Client concurrently with this engagement letter as Enclosure 2 (conflict-waiver-letter-vectis.docx). The Conflict Waiver Letter describes the nature and scope of the potential conflict, the Firm's proposed mitigation measures (including the establishment of an ethical screen between the team representing the Client in the Transaction and any personnel who have previously advised Vectis Solutions), and the Client's consent to the Firm's continued representation notwithstanding the identified conflict.

The Client's execution of this engagement letter constitutes acknowledgment of this disclosed matter. The Client's formal, informed consent to the Firm's representation notwithstanding the potential conflict is set forth in the separate Conflict Waiver Letter, which must also be executed by the Client.

5.2 Future Conflicts

The Client acknowledges that Calderwood & Harkness is a large international law firm with offices in multiple jurisdictions and that the Firm represents a significant number of other clients in a range matters. It is possible that the Firm may, from time to time, represent other clients whose interests are or may become adverse to the Client in matters unrelated to this engagement. The Client agrees that the Firm may continue to represent such other clients in matters unrelated to this engagement, provided that the Firm will not represent any party adverse to the Client in the Transaction or in any matter substantially related to the Transaction without the Client's prior written consent.

Nothing in this engagement letter shall be construed to prevent the Firm from representing other private equity sponsors or their portfolio companies in transactions or matters unrelated to the Transaction, even if such transactions involve companies that compete with the Client's portfolio companies (other than the Target and its subsidiaries).

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, or court order, or as necessary to carry out the purposes of this engagement (including, without limitation, disclosure to local counsel, regulatory authorities, and the Client's other advisors in connection with the Transaction).

The Firm acknowledges that, in the course of this engagement, it and its personnel may receive material nonpublic information ("MNPI") concerning the Target, its subsidiaries, and the Transaction. The Firm and all personnel assigned to this matter will comply with all applicable securities laws and regulations, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and the Firm's internal information-barrier policies, trading restrictions, and watch-list/restricted-list procedures. All such MNPI will be maintained on a strictly need-to-know basis within the Firm.

All confidential information, documents, and communications will be handled, stored, and transmitted in accordance with the Firm's data-security policies, including the Firm's policies regarding the use of encrypted email, secure file-sharing platforms, and password-protected virtual data rooms.

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, research notes, and other work product generated by the Firm's attorneys and staff in the course of the engagement are the property of the Firm. Final executed documents, deliverables, and original documents provided by the Client to the Firm in connection with the engagement are the property of the Client and will be returned to the Client upon request.

The Client may request the return of its files at any time during or after the engagement. Following the expiration of the Firm's document retention period, files may be destroyed without further notice to the Client unless the Client has previously requested their return or the Firm has received specific instructions to the contrary.

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 termination, in accordance with the terms set forth in Section 4 above. Any outstanding invoices will become immediately due and payable upon termination.

Following termination, the Firm will take all reasonable steps to protect the Client's interests, including cooperating in an orderly transition of the matter to successor counsel designated by the Client, providing copies of relevant files and documents, and taking such other steps as may be necessary or appropriate to avoid prejudice to the Client's interests.

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 cases of the Firm's willful misconduct or gross negligence, nor shall it apply to any claims for breach of confidentiality or breach of the Firm's fiduciary duties.

This limitation of liability does not extend to third-party claims. Nothing in this Section 9 shall limit or affect the Client's right to assert claims against the Firm to the extent required by applicable rules of professional conduct or public policy, nor shall it limit the Firm's obligations under applicable disciplinary rules.

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, or validity thereof, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA's rules. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including injunctive and declaratory relief. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, except that the arbitrator may, in his or her discretion, award reasonable attorneys' fees and costs to the prevailing party.

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

(d) General Partner: Ardent Capital GP III LLC, a Delaware limited liability company

(e) Co-Managing Partners: Theodore "Ted" Hargrove and Victoria Langford

(f) Employer Identification Number (EIN): 87-3941026

(g) Registered Agent: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904

(h) Principal Place of Business: 399 Park Avenue, 42nd Floor, New York, NY 10022

(i) Fund Vintage: 2023 (Fund III)

(j) Fund Size: $12.5 billion in committed capital

(k) Firm-Wide Assets Under Management: Approximately $31.4 billion

(l) Investment Focus: Growth and buyout investments in enterprise technology, financial infrastructure, and healthcare IT

The Client agrees to promptly notify the Firm of any material changes to the foregoing information during the term of this engagement. The Client further represents that neither it, nor its general partner, nor any of its beneficial owners identified above, is a person or entity identified on the Specially Designated Nationals and blocked Persons List maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or otherwise subject to sanctions administered by OFAC, the European Union, the United Kingdom, or the United Nations Security Council.

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 convenience. This engagement letter shall become effective upon execution by both parties.

If you have any questions or wish to discuss any aspect of this letter, please do not hesitate to contact James Prentice or Sandra Tung at the contact information provided below.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner, Mergers & Acquisitions (Responsible Partner)

Date: ________

By: ________

Name: Sandra Tung

Title: Partner, Mergers & Acquisitions (Billing Partner)

Date: ________

ACKNOWLEDGED AND AGREED:

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital GP III LLC, its General Partner

By: ________

Name: Theodore "Ted" Hargrove

Title: Co-Founder & Managing Partner

Date: ________

By: ________

Name: Victoria Langford

Title: Co-Founder & Managing Partner

Date: ________

Enclosures

The following enclosures are provided concurrently with this engagement letter:

Enclosure 1: Billing Rate Schedule (billing-rate-schedule.xlsx) — Setting forth the current hourly rates for each named timekeeper assigned to this engagement.

Enclosure 2: Conflict Waiver Letter — Vectis Solutions LLC Overlap (conflict-waiver-letter-vectis.docx) — Addressing the potential conflict arising from the Firm's prior representation of Vectis Solutions LLC and requesting the Client's informed, written consent to the Firm's continued representation in light of the identified competitive overlap.

Contact Information

All communications regarding this engagement should be directed to:

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP
Attorneys at Law
7 Times Square New York, NY 10036 Tel: (212) 506-7000 | Fax: (212) 506-7001 www.calderwoodharkness.com
New York | San Francisco | London 555 California Street, Suite 3200, San Francisco, CA 94104 1 Angel Court, London EC2R 7HJ, United Kingdom
March 10, 2025
Theodore "Ted" Hargrove Co-Founder & Managing Partner
Victoria Langford Co-Founder & Managing Partner
Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022
Re: Engagement of Calderwood & Harkness LLP in connection with the proposed acquisition of Luminex Systems Holdings Inc. by Ardent Capital Partners III LP
Calderwood & Harkness Matter No. 1001-00004
Dear Mr. Hargrove and Ms. Langford:
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" or "Luminex Holdings"), for an aggregate equity value of $2,800,000,000 (Two Billion Eight Hundred Million Dollars). This letter sets forth the terms and conditions of our engagement, including the scope of representation, the engagement team, fee arrangements, and certain other matters. We ask that you review this letter carefully, and we are available to discuss any questions you may have before signing.
The Transaction is structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"), pursuant to which a newly formed, wholly owned subsidiary of the Client's intermediate holding company, Ardent Apex Holdings Inc., a Delaware corporation ("Apex Holdings" or "Parent"), will merge with and into the Target, with the Target surviving as a wholly owned subsidiary of Apex Holdings. The merger subsidiary is Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), which was incorporated on March 7, 2025, solely for the purpose of effectuating the Transaction. Upon consummation of the merger, the separate corporate existence of Merger Sub will cease, and the Target will continue its corporate existence under the laws of the State of Delaware as the surviving corporation and a wholly owned subsidiary of Apex Holdings.
The Target is the U.S. holding company of Luminex Systems AG, a Swiss Aktiengesellschaft headquartered in Zürich, Switzerland, which operates a cloud-based enterprise software-as-a-service ("SaaS") platform with global operations spanning the United States, the European Union, and the Asia-Pacific region. The Target's subsidiaries include operating entities in the United States, Switzerland, the United Kingdom, Germany, and Singapore, as further described in Section 2.2 below. Luminex Holdings' enterprise SaaS platform serves Fortune 500 and mid-market clients across multiple industry verticals, including financial services, healthcare, manufacturing, and government.
The sell-side shareholders of Luminex Holdings (collectively, the "Selling Stockholders") comprise: (a) Ridgeline Growth Equity Fund II LP, which holds approximately 52% of the outstanding shares of common stock of the Target; (b) Meridian Venture Partners IV LP, which holds approximately 20% of the outstanding shares of common stock of the Target; and (c) members of the Target's management team and employees, who collectively hold approximately 28% of the outstanding shares of common stock of the Target (inclusive of vested stock options and restricted stock units). The Client's legal team at Tovance, Kessler & Whitfield LLP, acting on behalf of the Selling Stockholders, has indicated that a definitive merger agreement is targeted for execution during the second quarter of 2025, with closing expected to occur in the fourth quarter of 2025, subject to the receipt of all required regulatory approvals.
This engagement letter, together with the enclosures referenced herein, constitutes the entire agreement between the Client and the Firm concerning this engagement and supersedes all prior oral or written communications regarding the same.
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 structuring, negotiation, drafting, and execution of the definitive Agreement and Plan of Merger (the "Merger Agreement") and all ancillary transaction documents. This scope of work includes, without limitation:
(a) Drafting, review, and negotiation of the Merger Agreement, including all representations and warranties, covenants, conditions to closing, termination provisions, indemnification mechanics, and related provisions;
(b) Preparation and filing of the certificate of merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL;
(c) Preparation of the disclosure schedules to the Merger Agreement, in coordination with the Client's deal team and the Target's counsel;
(d) Negotiation and drafting of the escrow agreement governing the indemnification escrow and, if applicable, any working capital adjustment escrow, including the selection and engagement of the escrow agent;
(e) Negotiation and drafting of the paying agent agreement with a nationally recognized financial institution to facilitate the payment of merger consideration to the Selling Stockholders;
(f) Preparation of letters of transmittal and related stockholder communications;
(g) Advising the Client on the mechanics of the reverse triangular merger under the DGCL, including compliance with Sections 251, 252, and 259 of the DGCL, the treatment of dissenting stockholders under Section 262 (appraisal rights), and all required corporate authorizations;
(h) Structuring and documentation of management rollover arrangements, including rollover agreements pursuant to which certain members of the Target's management team will contribute a portion of their merger consideration to Apex Holdings in exchange for equity interests therein, the stockholders agreement governing the rights and obligations of holders of Apex Holdings equity, registration rights agreements providing for customary demand and piggyback registration rights, and the management equity incentive plan for Apex Holdings (including stock option, restricted stock unit, and profits interest award agreements); and
(i) Such other transaction documentation as may be required or appropriate in connection with the consummation of the Acquisition.
2.2 Due Diligence
The Firm will coordinate and conduct comprehensive legal due diligence on the Target and its direct and indirect subsidiaries, including the following entities:
(a) Luminex Systems AG, a Swiss Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 45, 8001 Zürich, Switzerland;
(b) Luminex Systems Inc., a Delaware corporation and the Target's principal U.S. operating subsidiary;
(c) Luminex Systems UK Ltd., a private company limited by shares organized under the laws of England and Wales, with its registered office in London, United Kingdom;
(d) Luminex Systems GmbH, a German Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office in Munich, Germany; and
(e) Luminex Systems Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore, with its registered office in Singapore.
The due diligence review will encompass, among other matters: corporate organizational documents and formation records; capitalization tables and equity records; material commercial contracts, customer agreements, and supplier agreements; intellectual property portfolios (including patents, trademarks, copyrights, trade secrets, and software licenses); employment and employee benefits matters (including executive compensation arrangements, pension plans, and equity incentive plans); pending and threatened litigation, arbitrations, and governmental investigations; regulatory compliance (including data privacy, export controls, and government contracting regulations); real property and lease agreements; environmental matters; insurance policies; and tax matters. The Firm will prepare and deliver a comprehensive due diligence report to the Client summarizing its findings and identifying material risks and issues.
2.3 Financing Documentation
The Firm will review and negotiate the financing documentation for the Transaction on behalf of the Client, including:
(a) The $1,400,000,000 senior secured credit facility (consisting of a $1,200,000,000 Term Loan B tranche and a $200,000,000 revolving credit facility), to be arranged by Stonebridge Credit Partners LLC (as lead arranger and administrative agent), Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, including commitment letters, fee letters, the definitive credit agreement, guarantee and collateral agreements (including pledge agreements, security agreements, and intellectual property security agreements), and intercreditor agreements;
(b) The $300,000,000 subordinated note purchase agreement and mezzanine warrant agreement with Crestline Mezzanine Partners II LP, including all related security documents, subordination agreements, and equity-linked instruments;
(c) Equity commitment letters and co-investment agreements with Northvale Sovereign Holdings Ltd. (commitment amount: $200,000,000) and Summit Ridge Capital Partners LP (commitment amount: $100,000,000), including side letters, management fee and carry arrangements (to the extent applicable), and co-investment allocation provisions; and
(d) Coordination of the "certain funds" and "SunGard" provisions in the Merger Agreement with the conditionality provisions in the financing commitments to ensure alignment between the merger agreement and the financing documentation.
2.4 Antitrust and Competition Law
The Firm will advise the Client on all antitrust and competition law matters arising in connection with the Transaction, including:
(a) Preparation and filing of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), premerger notification form with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"), including preparation of all required documentary attachments and Item 4(c) and 4(d) documents;
(b) Preparation for and response to any Second Request for additional information and documentary material issued by the reviewing agency, including development of a Second Request compliance strategy, coordination of document collection and review, preparation of privilege logs, and advocacy before the FTC or DOJ staff;
(c) Coordination with the Client's retained local counsel on foreign competition filings, including (i) notification to the Swiss Competition Authority (Wettbewerbskommission) under the Swiss Federal Act on Cartels and Other Restraints of Competition ("KartG"), (ii) notification to the German Federal Cartel Office (Bundeskartellamt) under Section 35 of the Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB"), and (iii) any required notifications under the European Union Foreign Subsidies Regulation (Regulation (EU) 2022/2560);
(d) Detailed analysis of the competitive overlap between the Target and Vectis Solutions LLC ("Vectis Solutions"), a Delaware limited liability company and portfolio company of Ardent Capital Partners II LP (a prior fund of the Client's sponsor), in the procurement-automation SaaS market, including an assessment of combined market share (currently estimated at approximately 25% based on publicly available data), product overlap, customer overlap, and the potential competitive effects of common private-equity ownership; and
(e) Development of remedies strategy, including analysis of potential divestiture scenarios, behavioral remedies, and consent decree structures, in the event the reviewing agency identifies competitive concerns.
2.5 Foreign Investment and National Security Review
The Firm will advise the Client on foreign investment and national security matters arising in connection with the Transaction, including:
(a) Preparation and filing of the voluntary joint notice with the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations at 31 C.F.R. Parts 800 and 802, in connection with Luminex Systems Inc.'s U.S. government contracts with the Department of Defense ("DoD"), the Department of Energy ("DOE"), and the General Services Administration ("GSA"), and any access to controlled unclassified information ("CUI") or other sensitive government data;
(b) Advising the Client on potential mitigation measures that CFIUS may require as a condition of clearance, including the negotiation and execution of a National Security Agreement ("NSA") or other mitigation agreement, the establishment of a Government Security Committee, and the appointment of a third-party security monitor;
(c) Coordination with Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld) on Swiss foreign-investment review matters, including any applicable provisions of the Federal Act on the Acquisition of Real Estate by Persons Abroad (Lex Koller) and the Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA), to the extent relevant to the Transaction structure; and
(d) Monitoring and advising on any changes to the regulatory landscape during the pendency of the Transaction, including any new executive orders or proposed legislation that may affect the CFIUS review process.
2.6 Tax Structuring
The Firm will provide tax structuring advice in connection with the Transaction, including:
(a) Analysis of the potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and corresponding state and local tax elections, including the quantification of the tax basis step-up and the allocation of purchase price among the Target's assets;
(b) Swiss withholding tax analysis, including the application of the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income (the "U.S.-Switzerland Income Tax Treaty") and the availability of treaty-rate reductions on distributions and intercompany payments;
(c) Transfer pricing restructuring advice for the intercompany intellectual property licensing arrangements between Luminex Systems AG (as licensor) and Luminex Systems Inc. (as licensee), including analysis of arm's length pricing under Section 482 of the Code, the OECD Transfer Pricing Guidelines, and applicable Swiss and German transfer pricing rules;
(d) Analysis under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") and the nonresident alien withholding provisions of Sections 1441–1446 of the Code, as applicable to the Selling Stockholders and the structure of the Transaction;
(e) State and local tax considerations, including nexus analysis, apportionment, and any state-level merger or transfer taxes applicable to the Transaction; and
(f) Review and negotiation of the tax provisions in the Merger Agreement, including tax representations and warranties, interim-period covenants, indemnification for pre-closing tax liabilities, and the allocation of responsibility for the preparation and filing of pre-closing and straddle-period tax returns.
2.7 Insurance.  The Firm will coordinate with the Client's insurance broker, Ashbury Risk Advisors LLC, on the placement of insurance products in connection with the Transaction, including:
(a) Representations and warranties insurance ("RWI"), including coordination of the underwriting process, review and negotiation of the RWI policy with Grandview Specialty Insurance Company (as lead underwriter), and integration of the RWI policy with the indemnification provisions of the Merger Agreement; and
(b) Directors' and officers' liability insurance tail policy for the pre-closing directors and officers of the Target, including coordination with Palisade Mutual Insurance Co. on the terms, duration, and coverage limits of the tail policy.
2.8 Closing and Post-Closing
The Firm will manage all aspects of the closing of the Transaction, including:
(a) Preparation and coordination of the comprehensive closing checklist, including all conditions precedent, required consents and approvals, and deliverables;
(b) Preparation of the funds flow memorandum, setting forth the sources and uses of funds and the wire transfer instructions for the distribution of merger consideration;
(c) Preparation of officer's certificates, secretary's certificates, good standing certificates, and incumbency certificates for the Client, Apex Holdings, and Merger Sub;
(d) Preparation and delivery of legal opinions of the Firm, including customary opinions as to corporate authorization, enforceability, no conflicts, and such other opinions as may be required by the financing sources;
(e) Preparation of solvency certificates and FIRPTA certificates;
(f) Coordination with the paying agent, escrow agent, and all parties on the mechanics of the closing; and
(g) Post-closing support, including assistance with the working capital adjustment process (including any disputes submitted to the independent accounting firm), preparation and filing of any post-closing regulatory notices, and such post-closing integration legal advice as the Client may reasonably request from time to time.
2.9 Coordination with Local Counsel
In connection with the Transaction, the Client has retained the following local counsel firms to advise on jurisdiction-specific matters:
(a) Breitfeld Hess & Partner AG (lead partner: Dr. Lukas Breitfeld), Talstrasse 62, 8001 Zürich, Switzerland — Swiss and EU regulatory matters, Swiss competition law, Swiss corporate law, and Swiss foreign-investment review;
(b) Wendt Schäfer Rechtsanwälte PartG mbB (lead partner: Dr. Katarina Wendt), Maximilianstrasse 35, 80539 Munich, Germany — German corporate law, employment and labor law, and data privacy matters (including compliance with the General Data Protection Regulation and the German Federal Data Protection Act (Bundesdatenschutzgesetz)); and
(c) Tan Liang & Associates LLP (lead partner: Kelvin Tan), 80 Raffles Place, #32-01, Singapore 048624 — Singapore corporate and regulatory matters, including compliance with the Singapore Companies Act 1967 and applicable regulatory requirements.
Calderwood & Harkness will serve as lead coordinating counsel for the Transaction, responsible for integrating the advice of local counsel into the overall transaction documentation and execution strategy. However, the Firm shall not be responsible for, and does not undertake to supervise or guarantee, the legal advice rendered by such local counsel in their respective jurisdictions. Each local counsel firm has been independently retained by the Client and will issue its own engagement letters, billing arrangements, and legal opinions.
2.10 Exclusions and Limitations
The scope of this engagement is limited to the matters described in Sections 2.1 through 2.9 above. For the avoidance of doubt:
(a) This engagement does not include the representation of Ardent Apex Holdings Inc. or Ardent Apex Merger Sub Inc. as separate clients of the Firm. Those entities are represented by the Firm solely in their capacity as affiliates and instrumentalities of the Client formed for the purpose of effectuating the Transaction, and no independent attorney-client relationship exists between the Firm and such entities except as incidental to the Firm's representation of the Client.
(b) This engagement does not encompass regulatory compliance advice unrelated to the Transaction (including, without limitation, ongoing securities law compliance, investment adviser registration, or general corporate governance matters), post-closing litigation (unless the Client separately engages the Firm for such purpose), or any matters relating to Ardent Capital's fund-level operations, investor relations, limited partner advisory committee matters, or other portfolio company matters.
(c) The Client's financial advisor for the Transaction is Whitfield Partners LLC (Christopher Brennan, Managing Director), 280 Park Avenue, New York, NY 10017. The Firm does not provide financial advisory, investment banking, valuation, accounting, or tax return preparation services, and the Client should not rely on the Firm for any such services.
(d) Nothing in this engagement letter shall be construed to create an attorney-client relationship between the Firm and any limited partner, co-investor, lender, or other third party involved in the Transaction.
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 partner for the Client. Mr. Prentice has over 25 years of experience representing private equity sponsors in leveraged buyouts, growth equity investments, and complex cross-border mergers and acquisitions.
3.2 Billing Partner
Sandra Tung, Partner, Mergers & Acquisitions, New York office. Ms. Tung will be responsible for all billing, invoicing, and fee-related communications with the Client. All billing inquiries, including questions regarding invoices, expense reimbursement, and budgeting, should be directed to Ms. Tung.
3.3 Lead Associate
Ryan Kowalski, Associate, Mergers & Acquisitions, New York office. Mr. Kowalski will be responsible for the day-to-day coordination of deal execution, including the management of the due diligence process, drafting and negotiation of transaction documents, coordination with local counsel and the Client's other advisors, and preparation for closing.
3.4 Working Associate
Megan Chu, Associate, Mergers & Acquisitions, New York office. Ms. Chu will support Mr. Kowalski and the broader deal team on due diligence, regulatory filings, ancillary document preparation, and closing-related work.
3.5 Specialist Partners
(a) Sylvia Hartwell, Partner, Tax, New York office. Ms. Hartwell will advise on all tax structuring matters, including the Section 338(h)(10) election analysis, Swiss withholding tax analysis and treaty-rate reduction, transfer pricing restructuring for intercompany IP licensing arrangements, FIRPTA and nonresident alien withholding analysis, and state and local tax considerations.
(b) Elaine Forsythe, Partner, Antitrust & Competition, New York and Washington offices. Ms. Forsythe will lead the antitrust and competition law workstream, including preparation and filing of the HSR premerger notification, development of Second Request response strategy, engagement with the FTC and DOJ, coordination of foreign competition filings, and remedies analysis (including the Vectis Solutions competitive overlap assessment).
3.6 Additional Personnel
The Firm may from time to time assign additional associates, counsel, paralegals, and other paraprofessionals to this engagement as the needs of the matter require. The Firm will notify the Client of any material additions to the engagement team. Any additions at the partner or senior counsel level will be subject to the Client's prior written approval, which shall not be unreasonably withheld or delayed. The hourly rates for any additional personnel will be set forth on updated Billing Rate Schedules provided to the Client promptly upon assignment.
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, Sylvia Hartwell, Elaine Forsythe, Ryan Kowalski, Megan Chu, and paralegal staff assigned to the engagement). The Client should review the Billing Rate Schedule carefully and direct any questions to Sandra Tung.
The Firm's hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. In the event of any mid-engagement rate increase, the Firm will communicate such adjustment to the Client in writing at least thirty (30) days in advance of its effective date. No rate increase will be applied retroactively to time previously recorded.
4.2 Fee Estimates
Based on the current scope of the Transaction as described herein, the Firm estimates that its total legal fees and expenses for this engagement will be approximately $12,000,000 to $15,000,000. This range reflects the Firm's current assessment of the work required and takes into account, among other factors, the anticipated complexity and duration of the regulatory review process (including the possibility of a Second Request), the scope of due diligence across multiple jurisdictions, and the extent of negotiation expected on the Merger Agreement, financing documentation, and ancillary transaction documents.
This estimate forms part of the Client's overall estimated buyer transaction expenses of approximately $62,000,000, which includes all legal, financial advisory, accounting, insurance, regulatory, and other fees and costs anticipated in connection with the Transaction. The Firm understands that the Client is separately tracking its overall transaction expense budget and will endeavor to provide periodic updates on accrued fees and projected costs to assist the Client in managing its budget.
This estimate is provided for budgeting purposes only and does not constitute a cap, a fixed fee, or a guarantee of total costs. Actual fees will depend on the scope and duration of the work performed, the complexity of issues that arise during the engagement, and other factors that cannot be predicted with certainty at this time. If at any point during the engagement the Firm believes that actual fees are likely to materially exceed the estimated range, the Firm will promptly notify the Client and discuss the reasons for the variance.
4.3 Expenses and Disbursements
In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this matter. Such expenses include, but are not limited to:
(a) Travel expenses, including airfare, ground transportation, hotel accommodations, and meals, incurred in connection with due diligence site visits, regulatory meetings, closing, and other Transaction-related travel;
(b) Filing fees, including the HSR Act filing fee of $2,390,000 (based on the Transaction value and the applicable fee tier under the HSR Act, as amended by the Merger Filing Fee Modernization Act of 2022), which will be passed through to the Client at cost;
(c) Filing fees for foreign regulatory filings (Swiss Competition Authority, German Bundeskartellamt, EU Foreign Subsidies Regulation), which will be invoiced as incurred;
(d) Courier and delivery charges, including overnight delivery, messenger services, and international shipping;
(e) Document reproduction and printing costs, including bulk printing for due diligence, closing binders, and regulatory filings;
(f) Computerized legal research and database costs, including charges for Westmark Data Systems, Sundial Solutions, and other electronic research platforms;
(g) Long-distance communications charges, including international telephone and video conference charges; and
(h) Such other reasonable expenses as may be incurred in the ordinary course of the engagement.
4.4 Billing and Payment
The Firm will render monthly invoices to the Client for fees and expenses incurred during the preceding calendar month. Invoices will provide reasonable detail regarding the nature of the services performed, the timekeepers involved, the hours expended, and the expenses incurred.
All invoices are due and payable within thirty (30) days of the date of the invoice. The Firm reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (or the maximum rate permitted by applicable law, if less), accruing from the date the invoice becomes past due.
The Firm reserves the right to request an advance retainer from the Client at any time during the engagement; however, at this time, no retainer is being requested. If a retainer is subsequently requested, the Firm will provide written notice to the Client specifying the amount and the reasons for the request.
All billing inquiries should be directed to Sandra Tung, Partner, at the contact information provided at the end of this letter.
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 liability company that is a portfolio company of Ardent Capital Partners II LP, a prior fund of the Client's sponsor. Vectis Solutions is active in the procurement-automation SaaS market and has been identified by the Client's deal team and antitrust advisors as a source of potential competitive overlap with the Target. Based on publicly available market data and preliminary internal analysis, the combined market share of the Target and Vectis Solutions in the procurement-automation SaaS segment is estimated at approximately 25%. This overlap may give rise to antitrust scrutiny by the FTC or DOJ and could result in remedies discussions, including potential divestiture of certain Vectis Solutions assets or business lines.
A separate Conflict Waiver Letter addressing this overlap in greater detail is being provided to the Client concurrently with this engagement letter as Enclosure 2 (conflict-waiver-letter-vectis.docx). The Conflict Waiver Letter describes the nature and scope of the potential conflict, the Firm's proposed mitigation measures (including the establishment of an ethical screen between the team representing the Client in the Transaction and any personnel who have previously advised Vectis Solutions), and the Client's consent to the Firm's continued representation notwithstanding the identified conflict.
The Client's execution of this engagement letter constitutes acknowledgment of this disclosed matter. The Client's formal, informed consent to the Firm's representation notwithstanding the potential conflict is set forth in the separate Conflict Waiver Letter, which must also be executed by the Client.
5.2 Future Conflicts
The Client acknowledges that Calderwood & Harkness is a large international law firm with offices in multiple jurisdictions and that the Firm represents a significant number of other clients in a range matters. It is possible that the Firm may, from time to time, represent other clients whose interests are or may become adverse to the Client in matters unrelated to this engagement. The Client agrees that the Firm may continue to represent such other clients in matters unrelated to this engagement, provided that the Firm will not represent any party adverse to the Client in the Transaction or in any matter substantially related to the Transaction without the Client's prior written consent.
Nothing in this engagement letter shall be construed to prevent the Firm from representing other private equity sponsors or their portfolio companies in transactions or matters unrelated to the Transaction, even if such transactions involve companies that compete with the Client's portfolio companies (other than the Target and its subsidiaries).
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, or court order, or as necessary to carry out the purposes of this engagement (including, without limitation, disclosure to local counsel, regulatory authorities, and the Client's other advisors in connection with the Transaction).
The Firm acknowledges that, in the course of this engagement, it and its personnel may receive material nonpublic information ("MNPI") concerning the Target, its subsidiaries, and the Transaction. The Firm and all personnel assigned to this matter will comply with all applicable securities laws and regulations, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and the Firm's internal information-barrier policies, trading restrictions, and watch-list/restricted-list procedures. All such MNPI will be maintained on a strictly need-to-know basis within the Firm.
All confidential information, documents, and communications will be handled, stored, and transmitted in accordance with the Firm's data-security policies, including the Firm's policies regarding the use of encrypted email, secure file-sharing platforms, and password-protected virtual data rooms.
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, research notes, and other work product generated by the Firm's attorneys and staff in the course of the engagement are the property of the Firm. Final executed documents, deliverables, and original documents provided by the Client to the Firm in connection with the engagement are the property of the Client and will be returned to the Client upon request.
The Client may request the return of its files at any time during or after the engagement. Following the expiration of the Firm's document retention period, files may be destroyed without further notice to the Client unless the Client has previously requested their return or the Firm has received specific instructions to the contrary.
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 termination, in accordance with the terms set forth in Section 4 above. Any outstanding invoices will become immediately due and payable upon termination.
Following termination, the Firm will take all reasonable steps to protect the Client's interests, including cooperating in an orderly transition of the matter to successor counsel designated by the Client, providing copies of relevant files and documents, and taking such other steps as may be necessary or appropriate to avoid prejudice to the Client's interests.
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 cases of the Firm's willful misconduct or gross negligence, nor shall it apply to any claims for breach of confidentiality or breach of the Firm's fiduciary duties.
This limitation of liability does not extend to third-party claims. Nothing in this Section 9 shall limit or affect the Client's right to assert claims against the Firm to the extent required by applicable rules of professional conduct or public policy, nor shall it limit the Firm's obligations under applicable disciplinary rules.
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, or validity thereof, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA's rules. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including injunctive and declaratory relief. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, except that the arbitrator may, in his or her discretion, award reasonable attorneys' fees and costs to the prevailing party.
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 of Formation: January 15, 2023
(d) General Partner: Ardent Capital GP III LLC, a Delaware limited liability company
(e) Co-Managing Partners: Theodore "Ted" Hargrove and Victoria Langford
(f) Employer Identification Number (EIN): 87-3941026
(g) Registered Agent: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904
(h) Principal Place of Business: 399 Park Avenue, 42nd Floor, New York, NY 10022
(i) Fund Vintage: 2023 (Fund III)
(j) Fund Size: $12.5 billion in committed capital
(k) Firm-Wide Assets Under Management: Approximately $31.4 billion
(l) Investment Focus: Growth and buyout investments in enterprise technology, financial infrastructure, and healthcare IT
The Client agrees to promptly notify the Firm of any material changes to the foregoing information during the term of this engagement. The Client further represents that neither it, nor its general partner, nor any of its beneficial owners identified above, is a person or entity identified on the Specially Designated Nationals and blocked Persons List maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or otherwise subject to sanctions administered by OFAC, the European Union, the United Kingdom, or the United Nations Security Council.
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 convenience. This engagement letter shall become effective upon execution by both parties.
If you have any questions or wish to discuss any aspect of this letter, please do not hesitate to contact James Prentice or Sandra Tung at the contact information provided below.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions (Responsible Partner)
Date: ________
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions (Billing Partner)
Date: ________
ACKNOWLEDGED AND AGREED:
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital GP III LLC, its General Partner
By: ________
Name: Theodore "Ted" Hargrove
Title: Co-Founder & Managing Partner
Date: ________
By: ________
Name: Victoria Langford
Title: Co-Founder & Managing Partner
Date: ________
Enclosures
The following enclosures are provided concurrently with this engagement letter:
Enclosure 1: Billing Rate Schedule (billing-rate-schedule.xlsx) — Setting forth the current hourly rates for each named timekeeper assigned to this engagement.
Enclosure 2: Conflict Waiver Letter — Vectis Solutions LLC Overlap (conflict-waiver-letter-vectis.docx) — Addressing the potential conflict arising from the Firm's prior representation of Vectis Solutions LLC and requesting the Client's informed, written consent to the Firm's continued representation in light of the identified competitive overlap.
Contact Information
All communications regarding this engagement should be directed to:
Calderwood & Harkness LLP 7 Times Square, New York, NY 10036 Tel: (212) 506-7000 | Fax: (212) 506-7001 www.calderwoodharkness.com
This letter is confidential and is intended solely for the addressees named above. If you have received this letter in error, please notify the sender immediately and destroy all copies. This letter does not constitute an offer or agreement to provide legal services to any person or entity other than the Client identified herein.
Name | Title | Telephone | Email
James Prentice | Partner, Mergers & Acquisitions | (212) 506-7100 | jprentice@calderwoodharkness.com
Sandra Tung | Partner, Mergers & Acquisitions | (212) 506-7245 | stung@calderwoodharkness.com
Ryan Kowalski | Associate, Mergers & Acquisitions | (212) 506-7388 | rkowalski@calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

ARDENT CAPITAL PARTNERS III LP

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