Contract analysis

1. General Comments Applicable to All Schedules The following comments apply generally to the Disclosure Schedules as a whole and should be read in conjunction with the schedule-specific comments set forth in Section 2 below. 1.1 Cross-References and Incorporation Buyer requests that each Disclosure Schedule include appropriate cross-references to the extent that any item disclosed therein is relevant to the represen

2. Schedule-by-Schedule Comments 2.1 Schedule 3.01 — Organization, Good Standing, and Qualification Buyer notes that Schedule 3.01 lists Luminex Systems Holdings Inc. as a Delaware corporation, incorporated on June 14, 2021, and identifies it as the Company. However, the schedule as delivered does not appear to include a complete and detailed listing of all of the Company's direct and indirect subsidiaries. Buyer req

3. Working Capital and Financial Covenants Buyer notes that Section 2.06 of the Merger Agreement establishes a target net working capital of $48,500,000, with a collar of plus or minus $2,500,000 (such that no purchase price adjustment is made if the closing net working capital falls between $46,000,000 and $51,000,000). In order to ensure that the parties are aligned on the calculation of net working capital and to

4. Update Obligations Buyer reminds the Company of its obligation under Section 6.05 of the Merger Agreement to supplement and update the Disclosure Schedules between the date of the Merger Agreement and the Closing Date to the extent necessary to ensure the accuracy and completeness of the representations and warranties set forth in Article III of the Merger Agreement as of the Closing Date. Any such supplements or

5. Reservation of Rights The comments, requests, and observations set forth in this letter are not exhaustive and do not purport to address every matter that may be relevant to Buyer's review of the Disclosure Schedules. This letter does not constitute, and shall not be construed as, a waiver, release, or limitation of any of Buyer's rights, remedies, or claims under the Merger Agreement, at law, or in equity. Buyer