Contract analysis

1. RECITALS AND BACKGROUND Stonebridge understands that Ardent Apex Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), proposes to acquire (the "Acquisition") all of the outstanding equity interests of Luminex Systems Holdings Inc., a Delaware corporation, for an aggregate equity consideration of approximately Two Bill

2. COMMITMENT 2.1 Commitment to Provide Financing Subject to the terms and conditions set forth in this Commitment Letter, the attached Summary of Terms and Conditions (the "Term Sheet," attached hereto as Exhibit A), and the attached Conditions Annex (attached hereto as Exhibit B), Stonebridge Credit Partners LLC hereby commits to provide to Luminex Systems Holdings Inc. (as the surviving corporation of the Merger)

3. PURPOSE AND USE OF PROCEEDS 3.1 Term Loan B Proceeds The proceeds of the Term Loan B Facility shall be used on the closing date of the Acquisition (the "Closing Date") for the following purposes: (a) to finance, in part, the cash merger consideration payable to the cashing-out stockholders of the Target in connection with the consummation of the Acquisition pursuant to the Merger Agreement; (b) to pay fees, costs,

4. SOURCES AND USES 4.1 Sources of Funds The following table sets forth the anticipated sources of funds for the consummation of the Acquisition and the payment of related fees and expenses: 4.2 Uses of Funds The following table sets forth the anticipated uses of funds in connection with the consummation of the Acquisition: Notes to Sources and Uses: (a) The Revolving Credit Facility in an aggregate commitment amount

5. CONDITIONS PRECEDENT TO FUNDING The obligation of Stonebridge to fund the Credit Facility on the Closing Date is subject to the satisfaction (or waiver by Stonebridge in its sole discretion) of the conditions precedent summarized in this Section 5 and set forth in detail in Exhibit B (the Conditions Annex). In the event of any inconsistency between this Section 5 and Exhibit B, the provisions of Exhibit B shall co

6. TERM SHEET — SUMMARY OF TERMS AND CONDITIONS The summary of terms and conditions for the Credit Facility is set forth on Exhibit A attached hereto and incorporated herein by reference. The Term Sheet sets forth the material terms and conditions upon which the definitive Credit Agreement, Guarantee and Collateral Agreement, and related credit documentation shall be negotiated, prepared, and executed. The terms and

7. CONDITIONS ANNEX The detailed enumeration of all conditions precedent to the initial funding of the Credit Facility is set forth on Exhibit B attached hereto and incorporated herein by reference. The Conditions Annex includes, without limitation, the Specified Representations (limited conditionality list) and a confirmation that no additional conditions may be imposed beyond those expressly set forth in Exhibit B,

8. SYNDICATION 8.1 Syndication Process Stonebridge intends to syndicate portions of the Commitment and the Credit Facility to one or more financial institutions, including Birchwood Capital Finance LLC (anticipated hold of $350,000,000) and Ironvale Credit Fund III LP (anticipated hold of $250,000,000), prior to or promptly following the Closing Date. The Sponsor, Holdings, and the Borrower (or, prior to the Closing

9. FEES Reference is hereby made to the separate fee letter dated March 8, 2025 between Ardent Apex Holdings Inc. and Stonebridge Credit Partners LLC (the "Fee Letter"), which sets forth certain fees payable by Holdings to Stonebridge in connection with the Credit Facility. The fees described in the Fee Letter include, without limitation: (a) an arrangement fee payable to Stonebridge in its capacity as Lead Arranger;

10. INFORMATION AND CONFIDENTIALITY 10.1 Information The Sponsor, Holdings, and the Borrower (or, prior to the Closing Date, the Target) shall provide to Stonebridge all information reasonably requested by Stonebridge in connection with the Credit Facility, the syndication thereof, and the transactions contemplated hereby, including, without limitation, financial projections, business plans, due diligence materials,

11. INDEMNIFICATION AND EXPENSES 11.1 Indemnification The Sponsor and Holdings shall, jointly and severally, indemnify, defend, and hold harmless Stonebridge and each of its affiliates, and their respective partners, members, directors, officers, employees, agents, advisors, consultants, and controlling persons (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, penalti

12. LIMITATION OF LIABILITY Notwithstanding anything to the contrary contained in this Commitment Letter, no party hereto shall be liable to any other party or to any Indemnified Person for any indirect, special, punitive, exemplary, or consequential damages (including, without limitation, any loss of profits, business, or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Credit Faci

13. TERMINATION 13.1 Expiration of Commitment The Commitment and all agreements of Stonebridge contained in this Commitment Letter (other than those provisions that expressly survive termination as set forth in Section 13.2) shall automatically and immediately terminate, without any further action or notice by any party, upon the earliest to occur of: (a) the consummation of the Acquisition and the initial funding of

14. GOVERNING LAW AND JURISDICTION This Commitment Letter (and any claims, controversies, disputes, or causes of action arising hereunder or relating hereto, whether based on contract, tort, or otherwise) shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other

15. MISCELLANEOUS 15.1 Assignments Neither this Commitment Letter nor any rights, interests, or obligations hereunder may be assigned, delegated, or transferred by the Sponsor, Holdings, or the Borrower (or any successor thereto) to any other person without the prior written consent of Stonebridge, and any attempted assignment, delegation, or transfer without such consent shall be null and void. Stonebridge may assig

16. ACCEPTANCE AND EXECUTION If the foregoing accurately reflects the agreement and understanding of the parties hereto, please indicate your acceptance of the terms and conditions of this Commitment Letter by executing and returning to Stonebridge a counterpart of this Commitment Letter (including Exhibit A and Exhibit B) no later than 5:00 p.m. (New York City time) on March 22, 2025. If this Commitment Letter is no

I. PARTIES Borrower: Luminex Systems Holdings Inc. (as the surviving corporation of the reverse triangular merger), a Delaware corporation (the "Borrower"). Holdings / Parent Guarantor: Ardent Apex Holdings Inc., a Delaware corporation ("Holdings"). Guarantors: Holdings and each existing and subsequently acquired or formed direct and indirect domestic subsidiary of the Borrower (including, without limitation, Luminex

II. FACILITIES A. Term Loan B Facility Type: Senior secured term loan B facility. Principal Amount: $1,200,000,000. Availability: Single draw on the Closing Date. Maturity: Seven (7) years from the Closing Date (the "Term Loan B Maturity Date"). Interest Rate: SOFR (as described in Section VII below) plus 475 basis points per annum. Interest shall be payable in arrears at the end of each interest period (and, in the