Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition" means the Merger and the transactions contemplated by the Merger Agreement. "Administrative Agent" means Stonebridge Credit Partners LLC, in its capacity as administrative agent under the Senior Credit Agreement, and any successor administrative agent appointed thereunder. "Affiliate" means

Section 1.02 — Rules of Interpretation Unless the context otherwise requires: (a) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The terms defined in Section 1.01 shall have the meanings therein ascribed to them, whether used in the singular or plural and regardless

Section 1.03 — Computation of Time (a) When the last day for the exercise of any right or the performance of any obligation under this Agreement falls on a day that is not a Business Day, such right may be exercised or such obligation shall be performed on the next succeeding Business Day, unless otherwise expressly provided herein. (b) All references to times of day in this Agreement shall refer to New York City tim

ARTICLE II — PURCHASE AND SALE OF NOTES; INTEREST

Section 2.01 — Authorization and Issuance The Issuer has duly authorized the creation and issuance of $300,000,000 aggregate principal amount of its Subordinated Notes due on the Maturity Date (such notes, together with any PIK Interest capitalized thereto, the "Notes"), in registered form, substantially in the form set forth in Exhibit A attached hereto. The Notes shall be issued in minimum denominations of $1,000,0

Section 2.02 — Purchase and Sale (a) Subject to the terms and conditions of this Agreement and the satisfaction or waiver of the conditions set forth in Article VI, on the Closing Date, the Purchaser hereby agrees to purchase, and the Issuer hereby agrees to sell, issue, and deliver to the Purchaser, Notes in the aggregate principal amount of $300,000,000. (b) The purchase price for the Notes shall be $300,000,000 (t

Section 2.03 — Interest (a) Coupon Rate. The outstanding principal amount of the Notes shall bear interest at the rate of 11.5% per annum (the "Coupon Rate"). (b) PIK Toggle Feature. (i) During the period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date (the "PIK Period"), interest on the Notes shall be payable, at the sole election of the Issuer (exercisable with respect

Section 2.04 — Maturity All outstanding principal of the Notes (including any PIK Interest theretofore capitalized to the principal amount thereof), together with all accrued and unpaid interest thereon and all other amounts payable by the Issuer under this Agreement and the Notes, shall be due and payable in full on the Maturity Date. The Maturity Date shall be the eighth (8th) anniversary of the Closing Date. For t

Section 2.05 — Optional Prepayment (a) Right of Prepayment. Subject to the subordination provisions of Article III and the Intercreditor Agreement, the Issuer may, at its option, prepay the Notes in whole or in part at any time, subject to the call protection premiums and other terms set forth in this Section 2.05. (b) Call Protection. Any optional prepayment of the Notes shall be made at the following prices (expres

Section 2.06 — Mandatory Prepayment Subject in all cases to the subordination provisions of Article III and the Intercreditor Agreement (including, without limitation, the requirement that all Senior Indebtedness be paid in full before any mandatory prepayment is made on account of the Notes), the following mandatory prepayment provisions shall apply: (a) Excess Cash Flow Sweep. Commencing with the fiscal year of the

Section 2.07 — Payments Generally (a) All payments of principal, interest, premiums, and other amounts due under this Agreement and the Notes shall be made in United States dollars in immediately available funds to an account of the Purchaser designated in writing to the Issuer from time to time. (b) If any payment of principal, interest, or other amount under this Agreement or the Notes becomes due on a day that is

Section 2.08 — Notes Register The Issuer shall maintain a register (the "Notes Register") in which the Issuer shall record the name and address of each holder of the Notes, the principal amount (including any PIK Interest capitalized thereto) of the Notes held by each holder, and all transfers and exchanges of the Notes. The entries in the Notes Register shall be conclusive and binding for all purposes, absent manife

Section 3.01 — Agreement to Subordinate The Issuer, for itself, its successors, and its assigns, and the Purchaser, by its acceptance of the Notes, agree that the payment of all Subordinated Obligations is hereby expressly subordinated and made junior in right of payment to the prior payment in full in cash of all Senior Indebtedness. Until all Senior Indebtedness has been paid in full in cash and all commitments und

Section 3.02 — Payment blockage (a) Upon the occurrence and during the continuance of a default or an event of default under the Senior Credit Agreement, the Administrative Agent may deliver a written notice (a "Payment blockage Notice") to the Purchaser directing that no payment of principal of, premium (if any), or interest on the Notes or any other Subordinated Obligations shall be made. (b) Upon receipt of a Paym

Section 3.03 — Liquidation; Dissolution; Bankruptcy In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization, assignment for the benefit of creditors, or any similar case or proceeding relative to the Issuer, the Company, or any material Subsidiary, or their respective assets, or any liquidation, dissolution, or other winding up of the Issuer, the Company, or a

Section 3.04 — Subrogation After all Senior Indebtedness has been paid in full in cash and all commitments under the Senior Credit Agreement have been permanently terminated, the Purchaser (and any other holder of the Notes) shall be subrogated (equally and ratably with the holders of all other Indebtedness that by its express terms ranks pari passu with the Notes and is entitled to the benefit of this Section 3.04)

Section 3.05 — Relative Rights Nothing contained in this Article III or elsewhere in this Agreement is intended to or shall impair, as between the Issuer and the Purchaser, the obligation of the Issuer, which is absolute and unconditional, to pay to the Purchaser the principal of, premium (if any), and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intend

Section 3.06 — Intercreditor Agreement The rights and obligations of the Parties hereto, the Administrative Agent, the Collateral Agent, the lenders under the Senior Credit Agreement, and the holders of the Notes with respect to the subordination of the Subordinated Obligations to the Senior Indebtedness are further defined in and governed by the Intercreditor Agreement. In the event of any conflict or inconsistency

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE ISSUER The Issuer hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date (except to the extent that any representation or warranty expressly relates to an earlier date, in which case as of such earlier date) as follows:

Section 4.01 — Organization and Good Standing The Issuer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (EIN: 93-2178435; incorporated on March 5, 2025). The Issuer has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The sole sharehold

Section 4.02 — Authorization; Enforceability The execution, delivery, and performance by the Issuer of this Agreement, the Notes, the Warrant Agreement, and each other document contemplated hereby to which the Issuer is a party have been duly authorized by all necessary corporate action of the Issuer, including the approval of the Board. No other corporate proceeding on the part of the Issuer is necessary to authoriz

Section 4.03 — No Conflicts The execution, delivery, and performance by the Issuer of this Agreement, the Notes, and the Warrant Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of the Issuer, (b) violate or conflict with any applicable law, rule, regulation,

Section 4.04 — Governmental Approvals No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority is required for the execution, delivery, and performance by the Issuer of this Agreement, the Notes, or the Warrant Agreement, or the consummation of the transactions contemplated hereby or thereby, other than: (a) any filings required under the Securities Act or the

Section 4.05 — Capitalization After giving effect to the Merger and the transactions contemplated hereby as of the Closing Date, the capitalization of the Issuer is as set forth on Schedule I hereto, and shall consist of the following: (a) Ardent Capital Partners III LP equity contribution: $695,980,000; (b) Management rollover equity: $405,020,000, contributed by Dr. Stefan Kessler ($142,800,000), Annelise Gruber ($

Section 4.06 — Subsidiaries Following the consummation of the Merger, the Issuer's direct Subsidiary shall be Luminex Systems Holdings Inc. (the surviving corporation in the Merger), and the Issuer's indirect Subsidiaries shall include Luminex Systems Inc. (Delaware), Luminex Systems AG (Canton of Glenrock Assurance, Switzerland), Luminex Systems UK Ltd. (England and Wales), Luminex Systems GmbH (Munich, Germany), an

Section 4.07 — Financial Statements The Issuer has made available to the Purchaser true and complete copies of the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2024 (including the consolidated balance sheet, consolidated statement of income, consolidated statement of cash flows, and consolidated statement of stockholders' equity, and the notes th

Section 4.08 — Absence of Material Adverse Effect Since December 31, 2024, there has not been any change, event, occurrence, circumstance, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole.

Section 4.09 — Litigation There is no action, suit, proceeding, claim, arbitration, or investigation (each, a "Proceeding") pending or, to the knowledge of the Issuer, threatened in writing against the Issuer, or, to the Issuer's knowledge, against the Company or any of its Subsidiaries, before any court, arbitral tribunal, governmental authority, or other body that (a) would reasonably be expected to have a Material

Section 4.10 — Compliance with Laws The Issuer is, and to the knowledge of the Issuer, the Company and each of its Subsidiaries are, in compliance in all material respects with all applicable laws, rules, regulations, orders, judgments, decrees, permits, licenses, and governmental authorizations applicable to them and their respective businesses, properties, and assets, except where the failure to be in compliance wo

Section 4.11 — Taxes The Issuer has timely filed (or caused to be filed) all federal, state, local, and foreign tax returns required to be filed by it and has paid (or caused to be paid) all taxes required to be paid by it that are due and payable, except where the failure to file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending or, to

Section 4.12 — Solvency After giving effect to the Merger, the financing contemplated hereby, the incurrence of the Senior Secured Credit Facility, the equity contributions, and all other transactions contemplated by this Agreement, the Merger Agreement, and the related transaction documents, the Issuer and its Subsidiaries, on a consolidated basis, (a) will be solvent (i.e., the fair value and present fair saleable

Section 4.13 — Use of Proceeds The proceeds from the sale of the Notes shall be used solely (a) to finance a portion of the cash merger consideration payable to the shareholders of the Company in connection with the Merger, (b) to pay fees, costs, and expenses incurred by the Issuer in connection with the Merger and the transactions contemplated hereby, and (c) for general corporate purposes.

Section 4.14 — Investment Company Act The Issuer is not, and after giving effect to the Merger and the transactions contemplated hereby will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

Section 4.15 — No Brokers No broker, finder, or investment banker, other than Whitfield Partners LLC, which has been retained by the Sponsor as buyer's financial advisor in connection with the Merger, is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Issuer.

Section 4.16 — Senior Credit Facility The Issuer has delivered to the Purchaser true and complete copies of (a) the commitment letter from Stonebridge Credit Partners LLC (Reference No. SC-2025-0312-AC, dated March 8, 2025) (the "Commitment Letter"), (b) the related fee letter, dated March 8, 2025, and (c) the most recent draft of the Senior Credit Agreement. The Senior Secured Credit Facility provides for an aggrega