Contract analysis

1. Introductory Paragraph; Engagement Context We have acted as legal counsel to Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), and its affiliates Ardent Apex Holdings Inc., a Delaware corporation ("Holdings"), and Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), in connection with (a) the Agreement and Plan of Merger dated as of March 24, 2025 (as the same may be am

2. Documents Reviewed In connection with the preparation and delivery of this letter, we have reviewed the following documents (collectively, the "Reviewed Documents"): (a) the Confidential Information Memorandum dated [__], 2025 (the "Information Memorandum" or "CIM"), prepared by or on behalf of the Borrower and Holdings and delivered to the Lenders in connection with the syndication of the Senior Secured Credit Fa

3. Limitations and Qualifications 3.1 Scope of Review We have not independently verified the accuracy, completeness, or fairness of the statements contained in the Information Memorandum or the Financial Statements and other financial data set forth or incorporated by reference therein. The Audited Financial Statements were audited by Hargrove Thornton LLP in accordance with the standards of the Public Company Accoun

4. Negative Assurance Statement Based upon and subject to the foregoing, and in reliance thereon, we advise you that, as of the date hereof, nothing has come to our attention that causes us to believe that the Information Memorandum, as of its date and as of the date hereof (except that, with respect to financial statements and other financial data contained or incorporated by reference therein, our negative assuranc

5. Transaction Summary Context For the avoidance of doubt and for the record, the following is a brief summary of the key transaction parameters as described in the Information Memorandum. This summary is provided solely for context and reference, and the inclusion of this summary herein does not expand or modify the scope of the negative assurance expressed in Section 4 above. The Company. The Borrower, Luminex Syst

6. Reliance and Benefit This letter is furnished solely for the benefit of the addressees hereof in their respective capacities as Administrative Agent, Collateral Agent, and Lenders under the Credit Agreement, and their respective successors and permitted assigns, in connection with the Transactions contemplated by the Credit Agreement and the other Loan Documents. This letter is being delivered to the addressees so

7. Governing Law This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). [Remainder of Page Intentionally Left Blank; Signature Page Follows] Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: James Prentice Title: Partner