Contract analysis

I. Executive Summary This memorandum summarizes the results of the real property and lease due diligence conducted by Calderwood & Harkness LLP in connection with the proposed acquisition of Luminex Systems Holdings Inc. (the "Target," the "Company," or "Luminex Holdings") by Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc., each a wholly owned subsidiary of Ardent Capital Partners III LP ("Ardent Capital" o

1. No Owned Real Property. Luminex Holdings and its subsidiaries do not own any real property in fee simple or hold any other form of freehold interest in real property anywhere in the world. The Company's entire real property footprint consists of leased office and operational space, which is consistent with the Company's business model as a provider of cloud-based enterprise software (SaaS).

2. Five Primary Leased Locations. The Company and its subsidiaries are tenants under lease agreements at five primary locations: (a) Reston, Virginia (U.S. headquarters); (b) Zürich, Switzerland (global headquarters); (c) Munich, Germany (German operations center); (d) London, United Kingdom (UK and Nordics operations); and (e) Singapore (APAC regional headquarters). In addition, the Company maintains a small number

3. Change of Control / Consent Requirements. Several of the primary leases contain consent-to-assignment or change of control provisions that will be implicated by the reverse triangular merger. Specifically, the Reston, Virginia lease and the Munich, Germany lease each contain a change of control clause that will require affirmative landlord consent prior to or in connection with the closing. The Zürich, Switzerland

4. Singapore Lease Expiration. The Singapore lease expires on June 30, 2025, which may be prior to the anticipated closing date (currently targeted for Q3 2025, July–August 2025). A renewal is under negotiation and must be coordinated with the Merger Agreement's interim operating covenant provisions, as the total renewal value may exceed the $2,000,000 contract commitment threshold requiring Buyer pre-approval.

5. No Material Defaults or Disputes. We have not identified any material defaults, outstanding landlord claims, or pending disputes under any of the five primary leases. All rent payments are current and no arrears have been reported. Local Counsel. In connection with this review, we have received and relied upon memoranda and advice from the following local counsel firms: • Breitfeld Hess & Partner AG (Dr. Lukas Bre

II. Summary of Findings — No Owned Real Property Based on our review of the documents and information provided in the data room, together with the representations and warranties of the Company set forth in Article IV of the Agreement and Plan of Merger dated March 7, 2025 (the "Merger Agreement"), and the officer's certificate delivered by CFO Annelise Gruber dated March 20, 2025, we confirm that neither Luminex Syst

III. Leased Properties — Detailed Summary Set forth below is a detailed summary of each of the five primary leases maintained by the Company and its subsidiaries, including a description of the property, key lease terms, renewal options, change of control and consent-to-assignment provisions, and other notable provisions. Data room references are provided in brackets where applicable. A. Reston, Virginia — U.S. Headq

1. Property Description. The Company's principal U.S. operational headquarters is located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. The tenant under the lease is Luminex Systems Inc. ("Luminex US"), a Delaware corporation and a wholly owned subsidiary of Luminex Systems Holdings Inc. (EIN: 86-2547210). The premises consist of approximately 62,000 rentable square feet, comprising the entirety of

2. Lease Terms. The original lease agreement (the "Reston Lease") was executed as of September 1, 2021, coinciding with the Company's 2021 corporate reorganization and the establishment of Luminex Systems Inc. as the U.S. operating subsidiary. The Reston Lease was subsequently amended by a First Amendment to Lease dated March 15, 2023 (the "First Amendment"), pursuant to which Luminex US expanded into Suite 750, addi

3. Renewal Options. The Reston Lease provides the tenant with two (2) successive five-year renewal options, each exercisable at ninety-five percent (95%) of the then-prevailing fair market rent for comparable office space in the Reston, Virginia submarket. The first renewal option, if exercised, would extend the lease term through August 31, 2036, and the second renewal option, if exercised, would extend the lease te

4. Consent-to-Assignment / Change of Control Provisions. Section 12.1 of the Reston Lease contains a consent-to-assignment clause that is directly relevant to the Transaction. The key provisions are as follows: (a) General Assignment Restriction. The tenant may not assign the lease, sublease the premises (or any portion thereof), or otherwise transfer any interest in the lease or the premises without the prior writte

5. Other Notable Provisions. (a) Right of First Offer. Section 14.3 of the Reston Lease grants the tenant a right of first offer on adjacent space on the seventh floor of the building (approximately 8,000 rentable square feet). If the landlord intends to lease the adjacent space to a third party, the landlord must first offer the space to the tenant on the same terms. The right of first offer is subordinate to rights

1. Property Description. The Company's global headquarters is located at Bahnhofstrasse 71, 8001 Zürich, Switzerland. The tenant under the lease is Luminex Systems AG ("Luminex AG"), a Swiss Aktiengesellschaft registered in the Commercial Register of the Canton of Zürich under registration number CHE-284.391.057. Luminex AG is a direct subsidiary of Luminex Systems Holdings Inc. The premises consist of approximately

2. Lease Terms. The original lease agreement (the "Zürich Lease") was entered into as of January 1, 2015, predating the establishment of the U.S. holding company structure. The Zürich Lease was renewed effective January 1, 2020 for an additional ten-year term, as reflected in the lease renewal agreement dated August 15, 2019 (the "Zürich Renewal Agreement"). The principal economic and term-related provisions of the Z

3. Renewal Options. The Zürich Lease includes one (1) contractual renewal option for a five-year term commencing January 1, 2030 and expiring December 31, 2034. The renewal rent is to be determined at the then-prevailing market rate for comparable Class A office space in the Zürich central business district. The tenant must exercise the renewal option by delivering written notice to the landlord not less than twelve

4. Consent-to-Assignment / Change of Control Provisions. The analysis of the consent-to-assignment and change of control implications of the Transaction with respect to the Zürich Lease involves both Swiss statutory law and the specific contractual provisions of the lease. (a) Swiss Statutory Framework. Under Article 263 of the Swiss Code of Obligations ("OR"), a commercial tenant has a statutory right to assign (übe

5. Other Notable Provisions. (a) Governing Law and Jurisdiction. The Zürich Lease is governed by Swiss law. Any disputes arising under or in connection with the lease are subject to the exclusive jurisdiction of the courts of the Canton of Zürich. (b) Maintenance Obligations. The tenant is responsible for interior maintenance and repair of the leased premises, including floor coverings, interior walls, and tenant-ins

1. Property Description. The Company's German operations center is located at Leopoldstrasse 120, 80802 Munich, Germany, in the Schwabing-Freimann district of Munich, a well-established commercial and university quarter. The tenant under the lease is Luminex Systems GmbH ("Luminex Germany"), a German limited liability company registered in the commercial register (Handelsregister) of the Munich local court (Amtsgeric

2. Lease Terms. The original lease agreement (the "Munich Lease") was executed as of April 1, 2017, for a ten-year term. The Munich Lease was subsequently amended by a first amendment (Nachtrag Nr. 1) dated May 1, 2022 (the "Munich Amendment"), pursuant to which Luminex Germany expanded into additional space of approximately 4,000 square feet (approximately 370 square meters) on the same floor of the building. The pr

3. Renewal Options. The Munich Lease provides the tenant with one (1) contractual renewal option for a three-year term, which, if exercised, would extend the lease (as to all premises) through March 31, 2032. The renewal option must be exercised by written notice to the landlord not less than nine (9) months prior to the expiration of the then-current term. The renewal rent is to be determined by negotiation between

4. Consent-to-Assignment / Change of Control Provisions. The consent-to-assignment and change of control analysis for the Munich Lease is more complex than for the other jurisdictions, due to the interaction between the contractual change of control clause and the applicable German legal framework. (a) German Legal Framework. Under German commercial lease law, a tenant generally may not assign a lease without the lan

5. Other Notable Provisions. (a) Governing Law and Jurisdiction. The Munich Lease is governed by German law. Any disputes arising under or in connection with the lease are subject to the jurisdiction of the courts of Munich (Landgericht München I). (b) Early Termination. The Munich Lease does not provide the tenant with an early termination right. The lease can only be terminated prior to expiration by mutual agreeme

1. Property Description. The Company's UK and Nordics operations are based at 14 Broadwick Street, London W1F 8HN, United Kingdom, in the Soho district of the West End. The tenant under the lease is Luminex Systems UK Ltd. ("Luminex UK"), a private limited company incorporated under the laws of England and Wales (Company Number 12847362). Luminex UK is an indirect subsidiary of Luminex Systems Holdings Inc., held thr

2. Lease Terms. The lease agreement (the "London Lease") was entered into as of October 1, 2019, coinciding with the establishment of Luminex UK as the Company's UK subsidiary. The London Lease has not been amended since its execution. The principal economic and term-related provisions of the London Lease are summarized as follows: Lease Commencement Date: October 1, 2019 Lease Expiration Date: September 30, 2029 (a

3. Renewal Options. The London Lease was contracted out of the security of tenure provisions of Part II of the Landlord and Tenant Act 1954, as evidenced by a statutory declaration made by a duly authorized officer of Luminex UK prior to the execution of the lease and a warning notice served by the landlord in the form prescribed by Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 20

4. Consent-to-Assignment / Change of Control Provisions. The consent-to-assignment analysis for the London Lease is favorable from the Buyer's perspective. (a) Alienation Clause. The London Lease contains a standard English commercial lease alienation clause (at clause 4.15), which provides that the tenant may not assign, underlet, charge, or otherwise part with or share possession of the whole or any part of the pre

5. Other Notable Provisions. (a) Governing Law and Jurisdiction. The London Lease is governed by English law, and any disputes are subject to the jurisdiction of the Courts of England and Wales. (b) Full Repairing and Insuring (FRI) Lease. The London Lease is structured as a full repairing and insuring lease. The tenant is responsible for the repair and maintenance of both the interior and exterior of the demised pre

1. Property Description. The Company's APAC regional headquarters is located at 8 Marina Boulevard, #36-01, Singapore 018981, in one of the premier Grade A office towers in the Marina Bay financial district. The tenant under the lease is Luminex Systems Pte. Ltd. ("Luminex Singapore"), a Singapore private limited company (Unique Entity Number: 201924781K). Luminex Singapore is an indirect subsidiary of Luminex System

2. Lease Terms. The lease agreement (the "Singapore Lease") was entered into as of July 1, 2020, for a five-year term. The Singapore Lease has not been amended since its execution. The principal economic and term-related provisions of the Singapore Lease are summarized as follows: Lease Commencement Date: July 1, 2020 Lease Expiration Date: June 30, 2025 NOTE: The Singapore Lease is set to expire in approximately two

3. Renewal Status and Options. The original Singapore Lease does not include a contractual renewal option. Accordingly, the tenant has no automatic right to renew the lease at expiration, and the landlord is not obligated to offer renewal terms. Luminex Singapore is currently in active negotiation with Marina Bay Commercial Trust Pte. Ltd. regarding a lease renewal. Based on information provided by the Company's head

4. Consent-to-Assignment / Change of Control Provisions. (a) Assignment Restriction. The Singapore Lease contains a standard Singapore commercial lease assignment restriction (at clause 3.13), providing that the tenant shall not assign, sublease, license, mortgage, charge, or otherwise part with or share possession of the premises or any part thereof without the prior written consent of the landlord. (b) No Change of

5. Other Notable Provisions. (a) Governing Law. The Singapore Lease is governed by the laws of the Republic of Singapore. (b) Reinstatement Obligation. Upon the expiry or termination of the lease, the tenant is required to reinstate the premises to their original condition (as at the commencement of the lease), excluding fair wear and tear. The Company has estimated the reinstatement cost at approximately SGD 150,000

IV. Secondary / Satellite Office Leases In addition to the five primary leases described in Section III above, Luminex and its subsidiaries maintain a small number of secondary and satellite office arrangements in various locations to support regional sales, customer support, and business development activities. These include: • A small sales office in Stockholm, Sweden, operated through a serviced office arrangement

V. Aggregate Lease Obligations Summary Table The following table summarizes the key terms and consent requirements for the five primary leases: Note: USD equivalents are approximate and based on exchange rates as of April 11, 2025 (CHF/USD: 1.15; EUR/USD: 1.10; GBP/USD: 1.26; SGD/USD: 0.75). Actual amounts will vary based on exchange rates at the time of closing and ongoing payments. Aggregate Annual Base Rent (USD E

VI. Change of Control / Consent Analysis — Summary of Action Items A. Leases Requiring Affirmative Landlord Consent

1. Reston, Virginia (Luminex Systems Inc.) — Consent Tracker Entry No. RE-001 The Reston Lease requires the landlord's prior written consent to a change of control of the tenant entity, as defined in Section 12.1(c) of the lease. The reverse triangular merger will constitute a change of control for purposes of this provision. A consent request letter was delivered to Reston Gateway Property LLC and its counsel (Kravi