Contract analysis

I. PURPOSE OF THIS INSTRUCTION LETTER We write on behalf of our client, Ardent Capital Partners III LP ("Ardent Capital"), a Delaware limited partnership with principal offices at 399 Park Avenue, 42nd Floor, New York, NY 10022, in connection with its pending acquisition of Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Company"), a Delaware corporation with principal offices at 2100 Reston Gateway Drive,

II. TRANSACTION BACKGROUND To provide you with sufficient context for the placement of the D&O Tail Policy, we summarize below the key parties to the transaction and the relevant transaction structure. A. The Parties Buyer. Ardent Capital Partners III LP is a Delaware limited partnership and a private equity fund managed by Ardent Capital Management LLC. Fund III has aggregate capital commitments of approximately $12

III. D&O TAIL POLICY REQUIREMENTS Set forth below are the detailed requirements for the D&O Tail Policy. Ashbury is instructed to procure a policy that satisfies each of the following parameters, terms, and conditions. A. Coverage Parameters Policy Type. The D&O Tail Policy must be a non-cancelable "tail" or "run-off" directors and officers liability insurance policy. The policy must, once bound and the premium fully

1. All current and former directors and officers of Luminex Systems Holdings Inc.;

2. All current and former directors and officers of each direct and indirect subsidiary of Luminex Holdings, including but not limited to the following entities: (a) Luminex Systems AG, a Swiss corporation (Aktiengesellschaft), with registered offices at Bahnhofstrasse 71, 8001 Zürich, Switzerland; (b) Luminex Systems Inc. ("Luminex US"), a Delaware corporation, with offices at 2100 Reston Gateway Drive, Suite 800, R

3. Without limiting the generality of the foregoing, the D&O Tail Policy must specifically include the following named individuals in their respective capacities as directors and/or officers of the Company and/or its subsidiaries: (a) Dr. Stefan Kessler, Chief Executive Officer; (b) Annelise Gruber, Chief Financial Officer; (c) Dr. Markus Vogt, Chief Technology Officer; (d) Roland Merz, Chairman of the Board of Lumin

IV. CARRIER SELECTION AND BINDING INSTRUCTIONS A. Primary Carrier Ashbury Risk Advisors LLC is hereby instructed to place the D&O Tail Policy with Palisade Mutual Insurance Co. as the primary carrier. As noted above, Palisade is the Company's current D&O carrier, and continuity of carrier will minimize the risk of coverage disputes and facilitate seamless claims handling during the tail period. B. Contingency Plannin

V. PREMIUM AND PAYMENT A. Premium Payment Timing The premium for the D&O Tail Policy is to be paid at or prior to the closing of the Merger as a transaction expense. Because the D&O Tail Policy must be in force at the Effective Time, the premium must be fully paid no later than the closing date. B. Funding Source The premium for the D&O Tail Policy will be funded from the Buyer's transaction expense budget. The estim

VI. COORDINATION WITH MERGER AGREEMENT PROVISIONS A. Governing Provisions The D&O Tail Policy is being procured pursuant to and in compliance with the terms of the Agreement and Plan of Merger dated as of March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc. In particular, Section 6.04(b) of the Merger Agreement provides, in relevant part, that the Buyer shall

Section 6.04(b) of the Merger Agreement provides that the Buyer shall not be required to pay an annual premium for the D&O Tail Policy in excess of three hundred percent (300%) of the last annual premium paid by the Company for its existing D&O insurance coverage. Ashbury should confirm the amount of the Company's most recent annual D&O premium (to be obtained from the Company or seller's counsel) and ensure that the

VII. COORDINATION WITH R&W INSURANCE AND ESCROW We wish to emphasize that the D&O Tail Policy is a distinct insurance product from, and should not be conflated with, the other risk transfer and indemnification mechanisms established in connection with the Merger. Specifically: A. Representations and Warranties Insurance Ashbury Risk Advisors LLC has separately brokered a buy-side representations and warranties insura

VIII. INFORMATION REQUIRED FROM THE COMPANY To support the underwriting and placement of the D&O Tail Policy, Ashbury will need to obtain certain information and documentation from the Company. Ashbury is instructed to coordinate with the Company, either directly through the Company's Chief Financial Officer, Annelise Gruber, or through seller's counsel, Caldwell, Raines & Sheppard LLP (attention: Daniel Feinberg, As

IX. TIMELINE AND DELIVERABLES Time is of the essence with respect to the placement of the D&O Tail Policy. The Merger is expected to close during the third quarter of 2025, and the D&O Tail Policy is a closing deliverable under the Merger Agreement and the parties' closing checklist. Accordingly, we set forth the following timeline for the key milestones in the placement process: If any milestone cannot be met due to

X. CONTACT INFORMATION AND COMMUNICATION PROTOCOL A. Calderwood & Harkness LLP — Primary Contacts All communications regarding the D&O Tail Policy should be directed to the following members of the Calderwood & Harkness deal team: James Prentice — Responsible Partner (M&A) Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Direct: (212) 558-4127 Email: jprentice@calderwoodharkness.com Ryan Kowalski — Lead As

XI. CLOSING INSTRUCTIONS We reiterate that Ashbury should proceed promptly and diligently to obtain the quote and draft policy form from Palisade Mutual Insurance Co. in accordance with the instructions set forth in this letter. The placement of the D&O Tail Policy is a critical workstream in the closing process, and we expect Ashbury to dedicate appropriate resources to ensure that the timeline set forth in Section

XII. SIGNATURE Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ James Prentice Partner, Mergers & Acquisitions Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Direct: (212) 558-4127 Email: jprentice@calderwoodharkness.com

XIII. ENCLOSURES The following documents are enclosed with this instruction letter for your reference:

1. Enclosure A — Excerpted provisions of the Agreement and Plan of Merger dated March 24, 2025, relating to directors' and officers' liability insurance tail coverage (Section 6.04(b) and related definitions).

2. Enclosure B — Excerpt from the Closing Checklist identifying the D&O Tail Policy as a closing deliverable (Buyer's Closing Deliverables, Item 12).

3. Enclosure C — Contact list for the Calderwood & Harkness, Ardent Capital, and Caldwell, Raines & Sheppard engagement teams.

XIV. DISTRIBUTION cc (via email): Sandra Tung, Billing Partner, Calderwood & Harkness LLP Ryan Kowalski, Lead Associate, Calderwood & Harkness LLP Megan Chu, Working Associate, Calderwood & Harkness LLP Theodore "Ted" Hargrove, Managing Partner, Ardent Capital Partners III LP Victoria Langford, Managing Partner, Ardent Capital Partners III LP David Ng, Chief Financial Officer, Ardent Capital Partners III LP This inst