Contract analysis

1. Purpose This memorandum documents the formal opening of Matter No. 1001-00004 on March 10, 2025, in connection with the representation of Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer") in its proposed acquisition of Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Target") through a reverse triangular merger. The engagement letter governing this representation was executed on March 10, 2

2. Client Identification 2.1 Client Entity The client in this matter is identified as follows: Ardent Capital Partners III LP is the third flagship fund sponsored by the Ardent Capital platform. The fund achieved its final close in December 2023 with aggregate capital commitments of $12.5 billion. As of the date of this memorandum, Ardent Capital manages approximately $31.4 billion in assets across its four flagship

3. Deal Description 3.1 Transaction Overview Ardent Capital Partners III LP proposes to acquire 100% of the outstanding equity interests of Luminex Systems Holdings Inc. for an aggregate equity value of $2,800,000,000 (Two Billion Eight Hundred Million Dollars), based on a per-share price of $20.00 applied to 140,000,000 fully diluted shares of Luminex Holdings common stock outstanding. The transaction is structured

1. Luminex Systems Inc. • Entity Type: Delaware corporation (U.S. operating subsidiary) • EIN: 86-2547210 • Employees: Approximately 1,650 U.S.-based employees • Principal Offices: 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191; additional offices in San Francisco, CA and Austin, TX • Role: Operates the North American business, including sales, customer success, professional services, and a significant portio

2. Luminex Systems UK Ltd. • Entity Type: Private limited company (England and Wales) • Companies House No.: 12847362 • Registered Office: 14 Broadwick Street, London W1F 8HN • Role: Operates the United Kingdom and Nordics business.

3. Luminex Systems GmbH • Entity Type: German GmbH (Gesellschaft mit beschränkter Haftung) • Commercial Register: HRB 247891 (Amtsgericht München) • Registered Office: Leopoldstrasse 120, 80802 Munich, Germany • 2024 German Revenue: €67,000,000 • Role: Operates the DACH region business outside of Switzerland and serves as the principal European engineering and customer support hub.

4. Luminex Systems Pte. Ltd. • Entity Type: Singapore private limited company • Unique Entity Number (UEN): 201924781K • Registered Office: 8 Marina Boulevard, #36-01, Singapore 018981 • Role: Operates the Asia-Pacific business, including sales and customer support functions for the APAC region. The foregoing subsidiaries represent the material operating entities of the Luminex group. A complete subsidiary chart, inc

4. Scope of Engagement 4.1 Workstreams. Calderwood & Harkness LLP has been engaged to represent Ardent Capital Partners III LP in connection with the following workstreams arising from or related to the acquisition of Luminex Systems Holdings Inc.:

1. Transaction Structuring and Merger Agreement Negotiation. Advising on the structuring of the reverse triangular merger, drafting and negotiating the definitive Merger Agreement and all schedules, exhibits, and annexes thereto, and preparing all ancillary transaction documents, including but not limited to the certificate of merger, letters of transmittal, stockholder notices, and closing certificates.

2. Due Diligence Coordination. Coordinating and conducting legal due diligence across the following areas: corporate organization and good standing; intellectual property and technology; material commercial contracts (including customer agreements, vendor agreements, and partnership agreements); employment and employee benefits; litigation and regulatory proceedings; real property (owned and leased); insurance; envir

3. Antitrust and Competition. Leading all U.S. antitrust matters, including preparation and filing of the HSR Act notification, developing strategy for the anticipated FTC Second Request, and coordinating with the Federal Trade Commission throughout the review process. This workstream also encompasses coordination with local counsel on foreign competition filings, including the Bundeskartellamt (Germany) and Swiss co

4. CFIUS Review and Mitigation Strategy. Preparing and filing the voluntary joint notice to the Committee on Foreign Investment in the United States (CFIUS) and developing a mitigation strategy in light of the Target's U.S. government contracts (DOD, DOE, GSA). This workstream is coordinated by Elaine Forsythe in collaboration with the M&A team.

5. Foreign Investment Review. Coordinating with local counsel on Swiss foreign investment review matters, including notifications to SECO under the Lex Koller regime and any applicable requirements under the Swiss Financial Market Infrastructure Act (FMIA/SESTA), as well as the EU Foreign Subsidies Regulation filing. This workstream is coordinated with Breitfeld Hess & Partner AG (Zürich).

6. Tax Structuring. Analyzing and advising on the tax structure of the transaction, including evaluation of a potential Section 338(h)(10) election, Swiss withholding tax implications, transfer pricing considerations arising from the cross-border holding company structure, FIRPTA compliance (Foreign Investment in Real Property Tax Act), and state and local tax matters. This workstream is led by Sylvia Hartwell, Partn

7. Financing Documentation. Reviewing and negotiating the definitive documentation for the senior secured credit facility (Term Loan B and Revolver) with Stonebridge Credit Partners LLC and its co-lenders, the subordinated mezzanine notes with Crestline Mezzanine Partners II LP, the equity commitment letter from Ardent Capital Partners III LP, and the co-investment agreements with Northvale Sovereign Holdings Ltd. an

8. Rollover Equity and Management Arrangements. Drafting and negotiating rollover agreements with rolling-over management shareholders, the post-closing stockholders agreement, the equity incentive plan for the surviving company, and new employment agreements for key members of management.

9. R&W Insurance and D&O Tail Insurance Procurement Coordination. Coordinating with Ashbury Risk Advisors LLC on the procurement and binding of representations and warranties insurance, including review and negotiation of the R&W policy and exclusion schedule. Coordinating on the procurement of the D&O tail insurance policy for the Target's pre-closing directors and officers.

10. Closing Deliverables and Post-Closing Matters. Preparing all closing deliverables, including officer's certificates, good standing certificates, FIRPTA certificates, secretary's certificates, legal opinions, and all other documents required to be delivered at the closing. Managing post-closing matters, including the working capital adjustment process, escrow administration, integration-related legal matters, and

5. Engagement Team 5.1 Staffing Assignments The following Calderwood & Harkness professionals have been assigned to this matter: Additional associates, counsel, and staff may be assigned to the matter as the scope of work develops, particularly with respect to due diligence, financing documentation, and regulatory filings. Any additions to the engagement team will be communicated to the Office of the General Counsel

6. Conflict Check Results 6.1 Conflict Search Summary A comprehensive conflict check was conducted on March 8–9, 2025, in accordance with the firm's standard conflict-clearance procedures. The conflict search was run against all parties identified in connection with the proposed transaction, including: • Ardent Capital Partners III LP and its general partner, Ardent Capital GP III LLC • Ardent Apex Holdings Inc. and

7. Regulatory Filing Overview The proposed transaction is subject to multi-jurisdictional regulatory review and approval requirements. The following regulatory filings have been identified as required conditions to closing and will drive the overall transaction timeline:

1. HSR Act (Hart-Scott-Rodino Antitrust Improvements Act of 1976) • Filing Date (Target): March 28, 2025 • Filing Fee: $2,390,000 (based on the transaction value tier applicable to transactions valued in excess of $1.608 billion but not exceeding $5.013 billion, per the FTC's 2025 fee schedule) • Transaction No.: To be assigned upon filing • Initial Waiting Period: 30 calendar days from the date of filing (expiry est

2. CFIUS (Committee on Foreign Investment in the United States) • Filing Type: Voluntary joint notice under 31 C.F.R. Part 800 • Filing Date (Target): April 4, 2025 • Tracking No.: To be assigned upon filing • Basis for Filing: Luminex Systems Inc. (the U.S. operating subsidiary of the Target) holds active contracts with the Department of Defense (DOD), the Department of Energy (DOE), and the General Services Adminis

3. Swiss Competition / SECO (Lex Koller) • Filing Mechanism: Notification to be filed through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld) • Filing Date (Target): April 7, 2025 • File No.: To be assigned (preliminary reference: 32-0973) • Basis for Filing: Combined Swiss revenues of the Ardent Capital portfolio and the Luminex group exceed the CHF 100 million threshold triggering a notification requirement under

4. Bundeskartellamt (German Federal Cartel Office) • Filing Mechanism: Filing through Wendt Schäfer Rechtsanwälte PartG mbB (Dr. Katarina Wendt) • Filing Date (Target): April 9, 2025 • File No.: To be assigned (preliminary reference: B6-34/25) • Basis for Filing: The filing thresholds under Section 35 of the German Act Against Restraints of Competition (GWB) are exceeded based on the combined worldwide turnover of th

5. EU Foreign Subsidies Regulation (FSR) • Filing Mechanism: Notification to be filed through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld) • Filing Date (Target): April 11, 2025 • Case No.: To be assigned (preliminary reference: FSR.M.2025-0412) • Basis for Filing: The filing thresholds under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) are triggered because (i) the EU turnover of the Target e

8. Key Third-Party Advisors 8.1 Buyer's Advisors Financial Advisor: Whitfield Partners LLC 280 Park Avenue, New York, NY 10017 Contact: Christopher Brennan, Managing Director Role: Buy-side financial advisor; fairness opinion provider to Ardent Capital Partners III LP. Accounting / Tax Advisor: Pendleton & Associates LLP 30 Rockefeller Plaza, Suite 2600, New York, NY 10112 Contact: Richard Chow, Engagement Partner Ro

9. Billing Arrangements The billing arrangements for this engagement are summarized as follows: Engagement Letter: The engagement letter governing this representation was executed on March 10, 2025, by and between Calderwood & Harkness LLP and Ardent Capital Partners III LP (acting through its general partner, Ardent Capital GP III LLC). Billing Partner: Sandra Tung, Partner, Mergers & Acquisitions. Ms. Tung is respo

10. Key Dates and Timeline The following table sets forth the key dates and milestones for the transaction, as currently estimated. Dates marked "(target)" reflect anticipated filing or event dates that are subject to change based on the progress of negotiations, regulatory review, and other factors. The engagement team will maintain a detailed internal timeline tracker and will update this schedule as filing dates a

11. Document Management and Ethical Walls Document Management: All documents, communications, work product, and correspondence relating to this engagement shall be maintained under Matter No. 1001-00004 in the firm's document management system. All professionals assigned to this matter are responsible for properly coding and filing all documents to this matter number. Hardcopy documents, to the extent they exist, sha

12. Approvals By signing below, the undersigned confirm their respective approvals and acknowledgments as indicated: Responsible Partner — Matter Opening Approval I hereby approve the opening of Matter No. 1001-00004 in connection with the representation of Ardent Capital Partners III LP in its proposed acquisition of Luminex Systems Holdings Inc., as described in this memorandum. I confirm that the scope of engageme