Contract analysis

Section 1.01 — Definitions in Credit Agreement. Except as otherwise defined herein, capitalized terms used in this Agreement (including in the preamble, recitals, schedules, exhibits, and annexes hereto) shall have the meanings assigned to such terms in the Credit Agreement, dated as of [●], 2025, among Luminex Systems Holdings Inc., as Borrower, Ardent Apex Holdings Inc., as Holdings, the Lenders from time to time p

Section 1.02 — Additional Definitions. As used in this Agreement, the following terms shall have the following meanings: "Agreement" means this Guarantee and Collateral Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Borrower" means Luminex Systems Holdings Inc., a Delaware corporation (EIN: 86-2547193), with its principal offices

Section 1.03 — UCC Terms. Terms defined in Article 8 or Article 9 of the UCC that are used herein without separate definition, including "Account," "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Equipment," "General Intangible," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right," "Proceeds," "Securities Account," and "Supporting Obligation," shall have the r

Section 1.04 — Rules of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to

Section 2.01 — Guarantee of Payment. Each Guarantor (which, as of the date hereof, includes Holdings (Ardent Apex Holdings Inc.) and each Subsidiary Guarantor (initially, Luminex Systems Inc.)) hereby unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the Collateral Agent for the ratable benefit of the Secured Parties, the full and punctual payment when due, whether at sta

Section 2.02 — Guarantee Unconditional. The obligations of each Guarantor hereunder are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Secured Obligations or any other agreement or instrument referred to herein or therein, or any substitution, release, or exchange of any security for, or any other guaranty of or limitation on, an

Section 2.03 — Reinstatement. If at any time any payment of any portion of the Secured Obligations is rescinded or must otherwise be returned, refunded, or restored by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or tr

Section 2.04 — Subrogation. No Guarantor shall exercise any right of subrogation, contribution, reimbursement, indemnification, or similar right against the Borrower or any other Guarantor with respect to the Secured Obligations, and no Guarantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each

Section 2.05 — Waivers. Each Guarantor hereby waives, to the fullest extent permitted by applicable law: (a) presentment, demand for payment or performance, protest, and notice of protest, notice of dishonor, notice of non-payment, and any and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default, or enforcement of any Secured Obligation or this Agreement; (b) noti

Section 2.06 — Limitation on Guarantee — Savings Clause. Notwithstanding anything to the contrary herein, the guarantee of each Guarantor shall be limited to the maximum amount of the Secured Obligations that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (11 U.S.C. § 548), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act

Section 2.07 — Continuing Guarantee. The guarantee set forth in this Article II is a continuing guarantee and shall remain in full force and effect until the Secured Obligations Termination Date. Each Guarantor's guarantee obligations hereunder shall continue to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded, invali

ARTICLE III — GRANT OF SECURITY INTEREST; COLLATERAL

Section 3.01 — Grant of Security Interest. (a) General Grant. Each Grantor hereby pledges, assigns, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of such Grantor's right, title, and interest in, to, and under the following property, in each case wherever located and whether now owned or existing or hereafter acqui

Section 3.02 — Perfection of Security Interest. Each Grantor shall take all actions necessary or reasonably requested by the Collateral Agent to create, establish, and perfect the security interests granted hereunder, including: (a) the filing of UCC-1 financing statements in each jurisdiction where filing is necessary or advisable to perfect a security interest in the Collateral, including the filing of UCC-1 financ

Section 3.03 — After-Acquired Property. The security interest created hereunder shall automatically, without further action by any party, attach to all Collateral of each type described in Section 3.01(a) that is acquired by any Grantor after the date hereof. Each Grantor shall promptly notify the Collateral Agent in writing of the acquisition of any Commercial Tort Claim with a value in excess of $1,000,000 individu

Section 3.04 — Pledged Equity. Schedule II hereto sets forth all Equity Interests owned by each Grantor as of the date hereof. The Pledged Equity as of the date hereof is as follows: Holdings (Ardent Apex Holdings Inc.) Pledged Equity: Borrower (Luminex Systems Holdings Inc.) Pledged Equity: For the avoidance of doubt, and as set forth in Section 3.01(b)(i), the pledge of Equity Interests in each First-Tier Foreign S

Section 3.05 — Pledged Debt. Schedule III hereto sets forth all Intercompany Notes and other instruments evidencing Indebtedness owed to any Grantor as of the date hereof, including all Intercompany Notes among the Luminex group entities. All Pledged Debt with a principal amount in excess of $1,000,000 shall be evidenced by promissory notes, which shall be delivered to the Collateral Agent (or its designated custodia

Section 3.06 — Intellectual Property Collateral. In addition to the security interest granted in Section 3.01(a), each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in and to all intellectual Property, including all Copyrights, Patents, Trademarks, Trade Secrets, and IP Licenses. Each Gr

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and as of each date on which any representation or warranty is required to be restated or confirmed pursuant to the Credit Agreement, as follows:

Section 4.01 — Organization and Authority. Each Grantor is duly organized or incorporated, validly existing, and in good standing (or the equivalent thereof in the applicable jurisdiction) under the laws of its jurisdiction of organization, as set forth below: (a) Luminex Systems Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; (b) Arden

Section 4.02 — Due Authorization; No Conflicts. The execution, delivery, and performance by each Grantor of this Agreement and the grant of the security interests and liens contemplated hereunder have been duly authorized by all necessary corporate (or other organizational) action on the part of such Grantor. This Agreement has been duly executed and delivered by each Grantor. Neither the execution, delivery, nor per

Section 4.03 — Enforceability. This Agreement constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (whether considered i

Section 4.04 — Ownership of Collateral. Each Grantor is the sole legal and beneficial owner of its Collateral, free and clear of all Liens other than Permitted Liens (as defined in the Credit Agreement). No Grantor has transferred, assigned, conveyed, or encumbered any interest in any of its Collateral, except for (a) the security interest granted hereunder to the Collateral Agent, (b) Permitted Liens, and (c) dispos

Section 4.05 — Perfection. Upon (a) the filing of UCC-1 financing statements in the appropriate filing offices, (b) the delivery to the Collateral Agent of all certificated securities, instruments, and tangible chattel paper constituting Collateral, (c) the entry into deposit account control agreements, securities account control agreements, and other control agreements as contemplated by Section 3.02(c), and (d) the

Section 4.06 — Organizational Information. Schedule I hereto sets forth for each Grantor, as of the date hereof, (a) the exact legal name of such Grantor (as it appears in its certificate of incorporation or organization, as applicable), (b) its jurisdiction of organization, (c) its organizational identification number (EIN or equivalent), (d) the address of its chief executive office or principal place of business,

Section 4.07 — Equity Interest Representations. The Pledged Equity listed on Schedule II hereto constitutes (a) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary of the Borrower and (b) sixty-five percent (65%) of the total outstanding voting Equity Interests of each First-Tier Foreign Subsidiary, in each case as of the date hereof. All Pledged Equity has been duly

Section 4.08 — Intellectual Property Representations. (a) Schedules V, VI, and VII hereto are complete and accurate lists, as of the date hereof, of all registered Patents, Trademarks, and Copyrights (and all pending applications therefor), respectively, owned by or registered in the name of any Grantor. (b) To the knowledge of each Grantor, no intellectual Property owned by any Grantor is subject to any pending or,

Section 4.09 — Deposit Accounts and Securities Accounts. Schedule VIII hereto sets forth a complete and accurate list of all deposit accounts and securities accounts maintained by each Grantor as of the date hereof, together with the name of the financial institution at which each such account is maintained, the account number (or last four digits thereof), and the type of account (e.g., operating account, payroll ac

Section 4.10 — Commercial Tort Claims. Schedule IV hereto sets forth a complete and accurate list, as of the date hereof, of all Commercial Tort Claims of each Grantor having an individual value in excess of $1,000,000, including a brief description of the nature of the claim, the parties thereto, and the court or tribunal in which such claim is pending or threatened. As of the date hereof, no Grantor has any Commerc

Section 4.11 — Location of Tangible Collateral. Schedule IX hereto sets forth all locations where Equipment and Inventory of the Grantors having a book value in excess of $500,000 in the aggregate at any individual location are located as of the date hereof, including the Reston, Virginia headquarters facility. No material tangible Collateral is located at any location not listed on Schedule IX, and no Grantor has an

ARTICLE V — COVENANTS Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 5.01 — General Covenants. (a) Maintenance of Collateral. Each Grantor shall maintain and preserve the Collateral in good condition, repair, and working order, ordinary wear and tear excepted, and shall make all necessary or appropriate repairs, renewals, and replacements thereof, consistent with the practices of a prudent owner of similar assets in the same or a similar industry. (b) No Disposition of Collate

Section 5.02 — Delivery of Instruments, Certificated Securities, and Chattel Paper. Each Grantor shall promptly (and in any event within ten (10) Business Days after the acquisition thereof) deliver to the Collateral Agent (or its designated custodian or agent) (a) all certificated securities constituting Collateral, accompanied by undated stock powers or other instruments of transfer duly executed in blank, (b) all

Section 5.03 — Deposit Account and Securities Account Control. Each Grantor shall, within sixty (60) days after the date hereof (or such later date as the Collateral Agent may agree in writing in its reasonable discretion), enter into deposit account control agreements and securities account contro