Contract analysis

1. Executive Summary This memorandum summarizes the findings of Calderwood & Harkness LLP's litigation and regulatory due diligence review of Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Company") and its subsidiaries (collectively, the "Luminex Group") in connection with the proposed acquisition of Luminex Holdings by Ardent Capital Partners III LP ("Ardent" or the "Buyer") for an aggregate enterprise v

2. Scope and Methodology 2.1 Documents Reviewed Our litigation and regulatory due diligence review encompassed the following categories of documents and information, organized by reference to our Request List categories (cross-referenced in Exhibit F): Litigation Files and Court Records. We reviewed all litigation dockets, court filings, and related correspondence for each pending case involving any Luminex Group ent

3. Pending Litigation 3.1 United States Litigation 3.1.1 Commercial Contract Disputes. We identified three pending commercial contract disputes involving Luminex US. Each is summarized below, with additional detail provided in Exhibit A. Paragon Procurement Solutions Inc. v. Luminex Systems Inc. (E.D. Va., Case No. 1:24-cv-01387-TSE, filed September 6, 2024). Paragon Procurement Solutions Inc. ("Paragon"), a former c

4. Threatened Litigation and Pre-Litigation Disputes 4.1 Demand Letters and Cease-and-Desist Notices Our review of the VDR materials and the Company's Litigation Log identified the following demand letters, cease-and-desist notices, and pre-litigation communications received by Luminex Group entities within the past 24 months: Cascade Data Solutions LLC — Demand Letter (December 6, 2024). Luminex US received a demand

5. Governmental Investigations and Regulatory Proceedings 5.1 U.S. Federal Agencies 5.1.1 Department of Justice / Federal Trade Commission. We did not identify any pending investigation of any Luminex Group entity by the U.S. Department of Justice or the Federal Trade Commission. Our review of the VDR materials, management questionnaires, and auditor communications did not reveal any current or prior DOJ or FTC subpo