Contract analysis

I. Purpose of This Memorandum The purpose of this memorandum is to document the filing, on March 28, 2025, of the Premerger Notification and Report Form (the "HSR Notification Form" or "Filing") pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the "HSR Act"), and the implementing rules promulgated thereunder by the Federal Trade Commission (16 C.F.R. Parts 801–803) (

1. Filing Record. Memorialize the key filing details, including the filing date, HSR Transaction Number, filing fee calculation and payment, filing persons, notification form content, and initial waiting period calculation.

2. Transaction Description. Summarize the structure, consideration, parties, and key terms of the Proposed Acquisition as relevant to the HSR filing and associated antitrust analysis.

3. Competitive Analysis. Set forth the relevant market definitions, market share estimates, competitive overlap analysis, and Herfindahl-Hirschman Index ("HHI") concentration analysis underlying the engagement team's assessment of the likely regulatory posture of the reviewing agency.

4. Second Request Anticipation. Preserve a contemporaneous record of the antitrust analysis supporting the engagement team's expectation that the Federal Trade Commission (the "FTC") is likely to issue a Request for Additional Information and Documentary Material (a "Second Request") prior to the expiration of the initial 30-day waiting period, and to cross-reference the separately filed Second Request Preparation Me

5. Coordination Record. Document the advisory team, inter-firm coordination arrangements, and parallel regulatory filings for the Transaction.

6. Privilege Preservation. Ensure that all internal memoranda, analyses, and communications regarding the HSR filing, competitive analysis, Second Request preparation, and remedy scenarios are properly documented as having been prepared by and at the direction of counsel and are protected by the attorney-client privilege and the attorney work product doctrine. This memorandum will be supplemented as material developm

II. Transaction Summary A. Parties to the Transaction

1. Acquiring Person (Ultimate Parent Entity) The acquiring person for purposes of the HSR Act is Ardent Capital Partners III LP ("Ardent Fund III"), a Delaware limited partnership with its principal offices at 399 Park Avenue, 42nd Floor, New York, NY 10022. Ardent Fund III's employer identification number is 87-3941026. Ardent Fund III is managed by its general partner, Ardent Capital GP III LLC, a Delaware limited

2. Acquired Person (Ultimate Parent Entity / Filing Person) The acquired person for purposes of the HSR Act is Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Company"), a Delaware corporation with its principal offices at 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191. Luminex Holdings' employer identification number is 86-2547193. The Company was incorporated under the laws of the State of Delawar

3. Filing Entities The HSR Notification Form was filed by the following persons: • Acquiring entity: Ardent Apex Holdings Inc., a Delaware corporation incorporated on March 5, 2025, with employer identification number 93-2178435. Ardent Apex is the direct parent of the Merger Sub (defined below) and will be the direct parent of Luminex Holdings following the closing of the Transaction. Ardent Apex is a wholly owned s

1. Ridgeline Growth Equity Fund II LP — a Delaware limited partnership with principal offices at 200 Clarendon Street, 52nd Floor, Boston, MA 02116. Managing Partner: Jonathan Ashford. Ridgeline holds approximately 52% of the fully diluted equity of Luminex Holdings and is expected to receive aggregate cash merger consideration of approximately $1,456,000,000 (52% × $2,800,000,000).

2. Meridian Venture Partners IV LP — a Delaware limited partnership with principal offices at 600 Montgomery Street, Suite 2800, San Francisco, CA 94111. Managing Partner: Claire Fujimoto. Meridian holds approximately 20% of the fully diluted equity of Luminex Holdings and is expected to receive aggregate cash merger consideration of approximately $560,000,000 (20% × $2,800,000,000).

3. Management and employee holders — Management and employee shareholders (including holders of vested and unvested stock options and restricted stock units) collectively hold approximately 28% of the fully diluted equity of Luminex Holdings, representing aggregate equity value of approximately $784,000,000. Of this amount, certain members of Luminex senior management have entered into rollover agreements pursuant to

III. HSR Filing Details A. Filing Date and Transaction Number The HSR Notification Form was filed electronically via the FTC's efile system on March 28, 2025. The FTC assigned the filing HSR Transaction No. HSR-20250328-4192. Both the acquiring person's and the acquired person's notification forms were submitted simultaneously on March 28, 2025. Confirmation of receipt was obtained from the FTC's Premerger Notificati

IV. Agency Assignment On April 2, 2025, the engagement team received notification that the Transaction was cleared to the Federal Trade Commission (FTC) for review. The DOJ/FTC clearance allocation process, pursuant to the inter-agency agreement governing the division of merger review responsibilities, resulted in the FTC assuming jurisdiction over the Transaction. The FTC's assumption of review authority over this T

V. Relevant Market Analysis A. Product Market Definition

1. Primary Product Market: Procurement-Automation SaaS The engagement team has identified the primary relevant product market as procurement-automation SaaS — that is, cloud-based software-as-a-service solutions that enable enterprise customers to automate and manage procurement processes, including sourcing, supplier management, purchase order generation, invoice processing, contract lifecycle management, and spend

2. Broader Product Market Alternative: Enterprise Resource Planning (ERP) SaaS As an alternative or broader product market definition, the engagement team has considered the market for enterprise resource planning (ERP) SaaS, which encompasses broader software suites that include not only procurement modules but also financial management, human capital management, supply-chain management, manufacturing execution, and

VI. Anticipated Second Request A. Basis for Anticipation Based on the competitive overlap analysis set forth in Section V above, the engagement team expects that the FTC will issue a Second Request in connection with the Transaction. This expectation is based on the following considerations: First, the combined approximately 25% market share in the procurement-automation SaaS market resulting from the common Ardent c

1. Document-Hold and Custodian Identification. Litigation hold notices have been prepared and will be issued to all anticipated custodians promptly upon receipt of the Second Request (or, in the case of key custodians, in advance of receipt). A preliminary custodian list has been developed in coordination with the Client and the Company.

2. Data Collection Plan. A plan for the collection, processing, and production of responsive documents and data (including electronically stored information, structured data, and business records) is under development. The plan addresses document collection from Ardent Capital investment professionals, Luminex senior management, and Vectis Solutions management and employees.

3. Timeline for Compliance. A preliminary timeline for substantial compliance with a Second Request has been developed, taking into account the volume of anticipated document production, the number of custodians, and the complexity of the data collection process. The timeline contemplates a compliance period of approximately 60 to 90 days from the date of Second Request issuance, subject to negotiation with the FTC s

4. Coordination with Client and Portfolio Company. The engagement team is coordinating Second Request preparation with the following individuals: • Ardent Capital Partners: Ted Hargrove (Co-Founder & Managing Partner), Victoria Langford (Co-Founder & Managing Partner), and David Ng (Partner, Deal Team Lead for the Transaction); • Vectis Solutions LLC: Michael Parekh (CEO), as the principal executive responsible for c

5. Anticipated Custodians. The preliminary list of anticipated custodians for the Second Request includes, but is not limited to: • Key Ardent Capital investment professionals involved in the Transaction and/or the management of Vectis Solutions; • Luminex senior management, including Dr. Stefan Kessler (Chief Executive Officer), Annelise Gruber (Chief Financial Officer), and Dr. Markus Vogt (Chief Technology Officer

VII. Other Pending Regulatory Filings The Transaction is subject to multiple regulatory approvals in addition to HSR Act clearance. The following parallel regulatory filings have been made or are in process, each of which is documented in separate memoranda maintained in the matter file:

1. CFIUS Voluntary Joint Notice. A voluntary joint notice was filed with the Committee on Foreign Investment in the United States ("CFIUS") on April 4, 2025, under Tracking No. CFIUS-2025-0087. The CFIUS filing was made in light of Luminex Holdings' U.S. government and critical infrastructure customer base, as well as the involvement of Luminex Systems AG (a Swiss entity) in the Transaction structure. The initial 45-

2. Swiss FINMA/SECO Notification. A notification was filed with the Swiss Financial Market Supervisory Authority (FINMA) and the State Secretariat for Economic Affairs (SECO) on April 7, 2025, under File No. 32-0973. The filing is currently in Phase I review. This notification was required in light of the change of control of Luminex Systems AG, the Swiss parent operating company within the Luminex group. A separate

3. Bundeskartellamt Filing (Germany). A merger notification was filed with the German Federal Cartel Office (Bundeskartellamt) on April 9, 2025, under File No. B6-34/25. The filing is currently in Phase I review, with the standard one-month review period applicable to Phase I proceedings. The filing was required because the Transaction meets the jurisdictional thresholds under Section 35 of the German Act Against Res

4. EU Foreign Subsidies Regulation (FSR) Notification. A notification under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) was filed with the European Commission on April 11, 2025, under Case No. FSR.M.2025-0412. The notification is currently in the preliminary review phase, which has a duration of 25 business days from the date of filing. The FSR notification was required because the Transaction mee

VIII. Key Timing Considerations The following timeline summarizes the key regulatory and contractual milestones for the Transaction: HSR Initial Waiting Period. The initial 30-calendar-day waiting period commenced upon the filing of the HSR Notification Form on March 28, 2025, and is scheduled to expire on April 27, 2025. Anticipated Second Request. As discussed in Section VI above, the engagement team anticipates th

IX. Advisors and Coordination The following professional advisors are engaged in connection with the Transaction and are coordinating on regulatory, competitive, and transactional matters: Buyer's Antitrust Counsel: Calderwood & Harkness LLP 7 Times Square, New York, NY 10036 Elaine Forsythe, Specialist Partner, Antitrust & Competition Tel: (212) 848-7200 Calderwood & Harkness LLP serves as lead antitrust counsel to

X. Document Retention and Privilege All internal memoranda, analyses, communications, draft filings, and related work product regarding the HSR filing, competitive analysis, Second Request preparation, remedies analysis, and regulatory strategy for the Transaction have been prepared by and at the direction of counsel at Calderwood & Harkness LLP and are protected by the attorney-client privilege and the attorney work

1. Filing Materials. All materials related to the HSR filing, including the completed HSR Notification Forms (both acquiring person and acquired person forms), schedules, exhibits, attachments, and supporting documentation, are maintained in the Calderwood & Harkness matter file under Matter No. 1001-00004.

2. Fee Payment Records. Records of the filing fee wire transfer, including wire confirmation, bank statements, and fee calculation worksheets, are maintained in the matter file.

3. Regulatory Workstream Subfolder. Copies of the filed HSR Notification Forms (both acquiring and acquired person forms), FTC correspondence, agency assignment notifications, and all related regulatory documents are maintained in a dedicated regulatory workstream subfolder within the matter file.

4. Privilege Log. A privilege log is being maintained to track all privileged and work product materials generated in connection with the regulatory workstream. The privilege log will be updated on a rolling basis throughout the engagement.

5. Litigation Hold. In anticipation of the Second Request and potential FTC enforcement proceedings, a litigation hold protocol has been prepared and will be implemented promptly upon issuance of the Second Request (or in advance, as to key custodians). The litigation hold protocol is documented in the Second Request Preparation Memorandum. All persons receiving copies of this memorandum or any related privileged mat

XI. Conclusion Based on the foregoing, the engagement team reports the following:

1. Filing Completed. The HSR Premerger Notification filing was completed on March 28, 2025, under HSR Transaction No. HSR-20250328-4192. Both the acquiring person's and the acquired person's notification forms were filed simultaneously via the FTC's efile system. The filing fee of $2,390,000 was paid by wire transfer on the same date.

2. FTC Assignment. The Transaction was cleared to the Federal Trade Commission for review on April 2, 2025, consistent with the FTC's established jurisdiction over technology and software industry transactions.

3. Competitive Overlap. The principal antitrust concern raised by the Transaction is the competitive overlap between Luminex Holdings (~18% market share in procurement-automation SaaS) and Vectis Solutions LLC (~7% market share), both of which will be under common Ardent Capital control following the closing. The combined post-acquisition market share of approximately 25% in the procurement-automation SaaS market, to

4. Second Request Anticipated. Based on the competitive overlap analysis and the FTC's enforcement posture in technology-sector transactions, a Second Request from the FTC is anticipated on or about April 25, 2025, prior to the expiration of the initial 30-day waiting period on April 27, 2025.

5. Preparation Underway. The engagement team is actively preparing for Second Request compliance, including custodian identification, data collection planning, and coordination with the Client, Luminex senior management, and Vectis Solutions management. A separate Second Request Preparation Memorandum has been filed in the matter file.

6. Ongoing Monitoring. The engagement team will continue to monitor the filing status, coordinate with co-counsel and advisors, and prepare for all aspects of the regulatory review process, including Second Request compliance, timing agreement negotiation, and potential remedy discussions. This memorandum will be supplemented as developments occur. PREPARED BY: CALDERWOOD & HARKNESS LLP By: ________ Name: Elaine Fors