Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") acts as lead transaction counsel to 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")

2. Transaction Overview 2.1 Deal Structure The Transaction is structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). Specifically: (a) Ardent Apex Merger Sub Inc., a newly formed Delaware corporation incorporated on March 7, 2025 ("Merger Sub"), which is wholly owned by Ardent Apex Holdings Inc., a Delaware corporation incorporated on March 5, 2025 ("Apex Holdings" or "Pare

3. Swiss Merger Control Notification (KartG) 3.1 Legal Basis and Jurisdictional Thresholds The COMCO Notification is required under Article 9 of the Swiss Federal Act on Cartels and Other Restraints of Competition (Kartellgesetz, SR 251) and the Merger Control Ordinance (Verordnung über die Kontrolle von Unternehmenszusammenschlüssen, VKU, SR 251.4). Under Article 9(1) KartG, a concentration must be notified to COMCO

4. SECO / Lex Koller Notification 4.1 Legal Basis — Lex Koller The Federal Act on the Acquisition of Real Estate by Persons Abroad (Bundesgesetz über den Erwerb von Grundstücken durch Personen im Ausland, BewG / "Lex Koller," SR 211.412.41) restricts the acquisition of Swiss real estate by "persons abroad" (Personen im Ausland), a category that includes foreign-domiciled entities such as Ardent Capital Partners III L

5. Information and Documents to Be Provided 5.1 Documents Enclosed with this Letter The following documents are enclosed with this Instruction Letter for Breitfeld Hess's use in preparing the Swiss regulatory filings:

1. Enclosure 1: Execution version of the Agreement and Plan of Merger dated March 24, 2025 (English language).

2. Enclosure 2: Organizational chart of the Buyer group, showing the relationships among Ardent Capital Partners III LP, Ardent Capital GP III LLC, Ardent Apex Holdings Inc. (Parent), and Ardent Apex Merger Sub Inc. (Merger Sub).

3. Enclosure 3: Organizational chart of the Target group, showing the relationships among Luminex Systems Holdings Inc. (Luminex Holdings), Luminex Systems AG (Switzerland), Luminex Systems GmbH (Germany), Luminex Systems UK Ltd. (United Kingdom), Luminex Systems Pte. Ltd. (Singapore), and Luminex Systems Inc. (United States).

4. Enclosure 4: Summary of Sources & Uses for the Transaction. Total sources are approximately $2,901,000,000, comprising: (a) equity contributions from Ardent Capital Partners III LP (including co-investors), (b) rollover equity from management and employees ($405,020,000), (c) Term Loan B ($1,200,000,000), (d) Revolver (undrawn at closing), and (e) Mezzanine Financing ($300,000,000). Total uses include: (a) cash co

5. Enclosure 5: Ardent Capital Partners III LP — Fact Sheet, including fund details, AUM, investment focus, and managing partner biographies.

6. Enclosure 6: Luminex Systems AG — Financial Summary (2024), including revenue ($487,000,000), Adjusted EBITDA ($121,800,000), employee count (~4,200), and product description of the Luminex One platform.

7. Enclosure 7: Vectis Solutions LLC — Fact Sheet, including 2024 revenue ($68,000,000), description of procurement SaaS business, and key personnel (CEO: Michael Parekh).

8. Enclosure 8: Regulatory Filing Timetable (internal working document excerpt), showing the status and target dates for all Transaction-related regulatory filings across jurisdictions. 5.2 Information Requested from Breitfeld Hess In order to finalize the COMCO Notification and the Lex Koller assessment, and to ensure that the filings are complete and accurate, we request that Breitfeld Hess obtain and provide the f

6. Coordination with Other Filings and Counsel The Transaction is subject to regulatory review in multiple jurisdictions, and it is critical that the Swiss filings be coordinated with parallel filings to ensure consistency in the description of the Transaction, the relevant markets, competitive conditions, and the parties involved. We request that Breitfeld Hess coordinate the timing and substance of the Swiss filing

7. Timing, Deliverables, and Next Steps Given the target filing date of April 7, 2025, we set forth the following timetable for the preparation and filing of the Swiss regulatory submissions: Ongoing Communication: Breitfeld Hess shall provide weekly status updates to Calderwood & Harkness and to the Ardent Capital deal team (Ted Hargrove, Victoria Langford, and David Ng) regarding the progress of the Swiss regulator

8. Fee Arrangements and Billing The fee arrangements between Ardent Capital and Breitfeld Hess are governed by a separate engagement letter executed between the parties, the terms of which are incorporated herein by reference. All fees and disbursements incurred by Breitfeld Hess in connection with the Swiss regulatory filings described in this Instruction Letter are to be included within the estimated buyer transact

9. Confidentiality All information provided to Breitfeld Hess in connection with this Instruction Letter, the enclosed documents, and the Transaction generally is strictly confidential and is subject to the protections of attorney-client privilege and the attorney work-product doctrine under applicable law. Breitfeld Hess shall treat all such information with the highest degree of confidentiality and shall not disclo

1. Execution version — Agreement and Plan of Merger (March 24, 2025)

2. Buyer Group Organizational Chart

3. Tarvex Group Organizational Chart

5. Ardent Capital Partners III LP — Fact Sheet

6. Luminex Systems AG — Financial Summary (2024)

7. Vectis Solutions LLC — Fact Sheet

8. Regulatory Filing Timetable (internal working document excerpt) Undertaking | Est. Global Market Share (Procurement-Automation SaaS) | Swiss Market Share (TBD) Luminex Systems AG | ~18% | To be confirmed Vectis Solutions LLC (Ardent Fund II portfolio) | ~7% | To be confirmed Combined (Luminex + Vectis) | ~25% | To be confirmed Filing | Jurisdiction | Agency | Status / Date | Reference No. HSR Act Pre-Merger Notifi