Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP represents Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer"), a Delaware limited partnership headquartered at 399 Park Avenue, 42nd Floor, New York, NY 10022, in connection with the proposed acquisition (the "Transaction") of Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Target"), a Delaware corporation with operational headquarters at 2

2. Transaction Overview We provide below an overview of the Transaction for purposes of preparing the FSR Notification. Additional detail, including the fully executed transaction documents, is provided in the enclosures to this letter and will be supplemented as needed during the drafting process. 2.1 Structure. The Transaction is structured as a reverse triangular merger under the Delaware General Corporation Law (

3. EU FSR Jurisdictional Thresholds Analysis 3.1 Applicable Legal Framework The EU Foreign Subsidies Regulation — Regulation (EU) 2022/2560 of the European Parliament and of the Council of December 14, 2022, on foreign subsidies distorting the internal market — establishes a comprehensive framework for the European Commission to investigate and, where necessary, address distortive foreign subsidies affecting the EU's

Article 20 of the Regulation sets forth the mandatory notification thresholds applicable to concentrations, and Article 21 establishes the notification procedure. The notification must be submitted using Form FS-CO, as specified in Commission Implementing Regulation (EU) 2023/1441 of July 10, 2023, which lays down detailed rules on the form, content, and procedural aspects of notifications under the EU FSR. We analyz

4. Parties to the Notification 4.1 Notifying Party The notifying party for purposes of the FSR Notification is: Ardent Apex Holdings Inc. A Delaware corporation Employer Identification Number (EIN): 93-2178435 Date of Incorporation: March 5, 2025 Registered Agent: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904 Apex Holdings is acting as the direct acquisition vehicle for

5. Scope of Information Required for Form FS-CO We set forth below the principal categories of information required for Form FS-CO and our guidance on the content to be included in each section. Breitfeld Hess should use this as a framework for preparing the draft notification, supplemented by the Commission's Implementing Regulation and any informal guidance received through pre-notification contacts with the Commis

Section C is the critical section of the Form FS-CO and will require the most substantial analytical effort from Breitfeld Hess. This section must contain a detailed inventory of all foreign financial contributions within the meaning of Article 3(2) of the Regulation, covering the three-year lookback period (calendar years 2022, 2023, and 2024). The inventory should be organized by the following categories: (i) Direc

6. Information Gathering and Document Requests The preparation of the FSR Notification will require the collection of substantial information and documents from multiple parties. We outline below the information requests that are being made to each relevant party, and the role of Breitfeld Hess in processing and incorporating this information into the notification. 6.1 From Ardent Capital Calderwood & Harkness will c

7. Timeline and Review Periods 7.1 Filing Timeline The target filing date for the FSR Notification is April 11, 2025. This date has been previously discussed between our respective teams and is now confirmed. Given the compressed timeline — three business days from the date of this letter — we emphasize the importance of prioritizing the preparation of the draft Form FS-CO and request that Breitfeld Hess allocate the

8. Coordination with Other Workstreams 8.1 Antitrust Coordination Elaine Forsythe, Specialist Partner in Calderwood & Harkness's Antitrust & Competition practice group, is leading the overall antitrust strategy for the Transaction, including the HSR filing in the United States and coordination with local counsel on the EU and German competition filings. The FSR Notification, while not a competition filing per se, ove

9. Fees, Costs, and Billing Arrangements We request that Breitfeld Hess provide a fee estimate for the preparation and filing of the FSR Notification, including: (a) professional fees for attorney time associated with the preparation, revision, and finalization of the Form FS-CO and all supporting documentation; (b) any fees for external economic consultants that may be engaged to support the foreign financial contri

10. Requested Deliverables and Next Steps We set forth below the specific deliverables requested from Breitfeld Hess in connection with the FSR Notification. We ask that you confirm your ability to deliver each of these items within the indicated timeframes:

1. Draft Form FS-CO Notification: A complete draft of the FSR Notification in Form FS-CO format, incorporating all available information from the enclosures to this letter and any supplemental materials provided by Calderwood & Harkness, for Calderwood & Harkness's review by April 9, 2025 (two business days before the target filing date).

2. Finalized Notification: The final version of the FSR Notification, incorporating all comments from Calderwood & Harkness and the client, ready for formal submission to the European Commission by April 11, 2025.

3. Northvale Analysis Memorandum: A detailed analysis memorandum addressing whether Northvale Sovereign Holdings Ltd.'s $200,000,000 co-investment constitutes a reportable foreign financial contribution under Article 3(2) of the Regulation, taking into account Northvale's ownership structure, government affiliations, and the nature of its capital commitment. This memorandum should be delivered concurrently with the d

4. Foreign Financial Contributions Inventory: A quantified inventory of all identified foreign financial contributions received by the Ardent Capital group, the Luminex group, and the co-investors during calendar years 2022, 2023, and 2024, organized by category (sovereign LP capital, government subsidies, tax incentives, co-investor contributions, etc.), with amounts, granting authorities, dates, and legal bases for

5. Pre-Notification Contact Advice: Advice on whether pre-notification contact with the Commission's FSR Unit is advisable in advance of the April 11 filing, and confirmation of whether any such contacts have already been initiated by Breitfeld Hess.

6. In-Depth Investigation Risk Assessment: An assessment of the likelihood that the Commission will open an in-depth investigation under Article 25 of the Regulation, and the potential scope of such an investigation, based on the identified foreign financial contributions and the competitive dynamics in the relevant market.

7. Bundeskartellamt Coordination Confirmation: Written confirmation from Breitfeld Hess that the substance and data in the FSR Notification has been coordinated with Dr. Katarina Wendt (Wendt Schäfer Rechtsanwälte PartG mbB, Maximilianstrasse 35, 80539 Munich) to ensure consistency with the Bundeskartellamt filing (File No. B6-34/25), including aligned product market definitions, geographic market definitions, revenu

8. Weekly Status Updates: Commencing upon the filing of the FSR Notification and continuing until the Commission's preliminary review is complete (or, if applicable, until the conclusion of any in-depth investigation), Breitfeld Hess shall provide weekly written status updates to Megan Chu (mchu@calderwoodharkness.com) and Ryan Kowalski (rkowalski@calderwoodharkness.com), with copies to James Prentice and Elaine Fors

11. Confidentiality and Privilege All work product, communications, analyses, memoranda, and documents prepared or exchanged in connection with this instruction and the FSR Notification are attorney-client privileged and subject to the attorney work-product doctrine. These protections apply under the laws of the United States, Switzerland, and the European Union, as applicable, and are asserted to the fullest extent