Contract analysis

Section 1. Recitals WHEREAS, the Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, the Merger Agreement requires the Company, as a condition to the obligations of Parent and Merger Sub to consummate the Clo

Section 2. Certification of Non-Foreign Status The Company hereby certifies, under penalties of perjury, as follows: 2.1 Entity Identification. (a) The Company's legal name is Luminex Systems Holdings Inc. (b) The Company's United States employer identification number (EIN) is 86-2547193. (c) The Company's principal office address is: 2100 Reston Gateway Drive Suite 800 Reston, Virginia 20191 (d) The Company is a cor

Section 3. Certification Regarding United States Real Property Holding Corporation Status 3.1 Non-USRPHC Certification. The Company hereby certifies that it is not, and has not been at any time during the five-year period ending on the date of the Merger (or, if shorter, the period during which the Company has been in existence, commencing on the Company's date of incorporation on June 14, 2021 through and including

Section 4. Purpose of Certificate This Certificate is provided by the Company to Parent and Merger Sub for the purpose of establishing, in accordance with the applicable provisions of the Code and the Treasury Regulations, that: (a) No withholding of tax is required under Section 1445 of the Code in connection with the Merger, and neither Parent, Merger Sub, nor any paying agent or exchange agent acting on their beha

Section 5. Obligations Regarding Notice to the Internal Revenue Service The Company acknowledges that this Certificate may be disclosed to the Internal Revenue Service (the "IRS") by Parent, Merger Sub, or any of their respective affiliates, agents, or representatives, and that the IRS may review this Certificate in connection with any audit, examination, or other inquiry relating to the Merger or the tax consequence

Section 6. Acknowledgments and Reliance The Company hereby acknowledges and agrees as follows: (a) Reliance. Parent, Merger Sub, Atlas Shareholder Services Inc. (in its capacity as paying agent and exchange agent under the Merger Agreement) (the "Paying Agent"), and each of their respective affiliates, agents, advisors, successors, and assigns are entitled to rely upon this Certificate for purposes of determining the

Section 7. Authority The undersigned officer of the Company is duly authorized to execute and deliver this Certificate on behalf of the Company, and the execution and delivery of this Certificate have been duly authorized by all necessary corporate action on the part of the Company. The undersigned has examined this Certificate and, to the best of the undersigned's knowledge and belief, after due inquiry and investig

Section 8. Governing Law; Effectiveness This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Certificate is effective as of the C

1. Preparation. This form certificate has been prepared by Calderwood & Harkness LLP (Matter No. 1001-00004) for use in connection with the acquisition of Luminex Systems Holdings Inc. by Ardent Apex Holdings Inc. pursuant to the Merger Agreement dated March 24, 2025. This form should be reviewed and finalized by the Company's counsel and the Company's authorized officers prior to execution.

2. Execution. This Certificate should be executed by a duly authorized officer of the Company — preferably the Chief Financial Officer or the General Counsel — at or immediately prior to the Closing. The executing officer should have sufficient knowledge of the Company's assets and operations to certify as to the Company's non-USRPHC status under penalties of perjury. If the CFO (Jonathan M. Kessler) is unavailable,

3. Dating. This Certificate must be dated as of the Closing Date. The date line in the signature block should be completed at the time of execution with the actual Closing Date. Do not pre-date or post-date this Certificate.

4. Coordination with IRS Form W-9. The delivery of this Certificate should be coordinated with the IRS Form W-9 request letter to be sent to the Company and the holders of Company Common Stock. Confirm that the Company has provided a completed and executed IRS Form W-9 to the Paying Agent (Atlas Shareholder Services Inc.) contemporaneously with the delivery of this Certificate.

5. Coordination with FIRPTA/NRA Withholding Analysis. This Certificate should be reviewed in conjunction with the FIRPTA/NRA Withholding Analysis Memorandum prepared by Sylvia Hartwell (Calderwood & Harkness LLP, Tax Group) dated March 19, 2025, which sets forth the detailed legal analysis supporting the Company's non-USRPHC determination.

6. Scope — Company-Level Analysis Only. This Certificate addresses only the Company-level FIRPTA analysis — i.e., whether the Company is a foreign person and whether the Company is or has been a USRPHC. Individual stockholder-level withholding considerations, including withholding obligations with respect to non-U.S. holders of Company Common Stock (such as management participants, option holders, or investors who ar

7. Confirmation of Asset Composition. Prior to execution, confirm with the Company's management and the Company's counsel that the Company's assets have not materially changed since the date of the Merger Agreement (or since the date of the most recent internal USRPHC analysis) in a manner that would affect the Company's non-USRPHC status. In particular, confirm that the Company has not acquired, directly or indirect

8. Cross-References. This Certificate should be cross-referenced against the following documents in the closing set: • Merger Agreement, Section 7.02(g) (Closing Deliverables — FIRPTA Certificate) • Closing Checklist (Master), Item Nos. 42–44 (FIRPTA Certificate, Form W-9, Withholding Documentation) • Paying Agent Agreement, Section 2.04 (Tax Withholding Procedures) • FIRPTA/NRA Withholding Analysis Memorandum (S. Ha

9. Notarization. The notarization block is included on an optional basis. Confirm with Parent's counsel whether notarization is required. Notarization is not required under Treasury Regulations Section 1.1445-2(c)(3), but may be requested by the Paying Agent or Parent as a matter of practice.

10. Retention. Following execution, copies of this Certificate should be retained by Calderwood & Harkness LLP, the Company, Parent, Parent's counsel, and the Paying Agent. The Company should retain a copy for a minimum of seven (7) years from the Closing Date, or such longer period as may be required under the applicable statute of limitations. CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE