Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the withholding obligations arising under the Foreign Investment in Real Property Tax Act ("FIRPTA"), Sections 897 and 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the nonresident alien ("NRA") withholding provisions under Sections 1441 through 1443 of the Code, in connection with the payment of merger consideration to stockh

1. FIRPTA Withholding (Section 1445). Luminex Holdings is not expected to be a "United States real property holding corporation" ("USRPHC") within the meaning of Section 897(c)(2) of the Code, and therefore the shares of Luminex Holdings are not "United States real property interests" ("USRPIs"). Accordingly, FIRPTA withholding under Section 1445 should not apply to the payment of merger consideration to non-U.S. per

2. NRA Withholding (Sections 1441–1443). The merger consideration paid to cashing-out stockholders constitutes amounts realized in exchange for their Luminex Holdings stock—that is, the consideration arises from a capital transaction and does not constitute fixed or determinable annual or periodical ("FDAP") income. Accordingly, NRA withholding under Section 1441 (or Section 1442, in the case of foreign corporate sto

3. Backup Withholding (Section 3406). Backup withholding at the rate of 24% applies to U.S. person stockholders who fail to furnish a valid IRS Form W-9 with a certified taxpayer identification number.

4. Rollover Transactions and Foreign Withholding. Specific attention is required with respect to (a) the rollover transactions involving Dr. Kessler, Ms. Gruber, and Dr. Vogt, including the interplay between Section 351 of the Code and the withholding provisions, and (b) the potential domestic tax withholding obligations in Switzerland, Germany, the United Kingdom, and Singapore arising from the cash-out of non-U.S.

II. Background A. Transaction Structure The transaction is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware. Ardent Apex Merger Sub Inc. ("Merger Sub"), a Delaware corporation incorporated on March 7, 2025 (EIN 93-2178502), and the sole stockholder of which is Ardent Capital Partners III LP, will merge with and into Luminex Systems Holdings Inc. ("Luminex Holdings"

III. FIRPTA Analysis Under Sections 897 and 1445 A. Overview of FIRPTA Framework The Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") subjects nonresident alien individuals and foreign corporations to U.S. federal income tax on gains derived from the disposition of USRPIs. The principal operative provisions are Section 897 and Section 1445 of the Code, which function as follows:

Section 897(a) — Substantive Tax. Section 897(a) of the Code provides that gain or loss of a nonresident alien individual or foreign corporation from the disposition of a USRPI is treated as if the taxpayer were engaged in a trade or business within the United States during the taxable year and as if such gain or loss were effectively connected with such trade or business. The effect of this provision is to subject t

Section 1445(a) — Withholding Obligation. Section 1445(a) of the Code provides that a transferee of a USRPI must deduct and withhold a tax equal to 15% of the "amount realized" by the foreign transferor on the disposition. This withholding obligation is a mechanism to ensure collection of the tax imposed by Section 897(a). The withholding rate was increased from 10% to 15% by the Protecting Americans from Tax Hikes (

Section 1445(b)(5) of the Code provides an exemption from FIRPTA withholding under Section 1445(a) for the disposition of an interest in a domestic corporation if such interest is in a class of stock that is "regularly traded on an established securities market." This exception is designed to relieve transferees of publicly traded stock from the impracticable burden of determining the USRPHC status of the corporation

IV. Nonresident Alien Withholding Analysis Under Sections 1441–1443 A. General Framework

Section 1441(a). Section 1441(a) of the Code requires every person having the control, receipt, custody, disposal, or payment of any items of income from sources within the United States that are "fixed or determinable annual or periodical" (commonly referred to as "FDAP") income to deduct and withhold from such payment a tax equal to 30% of the amount thereof. This 30% rate may be reduced under an applicable income

Section 1442. Section 1442 of the Code provides a parallel withholding rule for payments of FDAP income to foreign corporations.

Section 1443. Section 1443 of the Code provides rules for withholding on payments to foreign tax-exempt organizations. Definition of FDAP Income. FDAP income includes, among other items, dividends, interest, rents, salaries, wages, premiums, annuities, compensations, remunerations, emoluments, royalties, and other fixed or determinable annual or periodical gains, profits, and income. See Code § 1441(a); Treas. Reg. §

V. Withholding on Amounts Paid to the Paying Agent / Exchange Agent A. Role of Atlas Shareholder Services Inc. Atlas Shareholder Services Inc. ("Atlas"), with offices at 6201 15th Avenue, Brooklyn, New York 11219 (contact: Dennis Carmichael, Vice President, Corporate Actions), has been appointed as the paying agent and exchange agent for the merger consideration pursuant to Section 2.02 of the Merger Agreement and th

VI. IRS Form W-9 / W-8 Collection Calderwood & Harkness LLP has issued a letter to Luminex Holdings and to each selling stockholder requesting the submission of IRS Form W-9 (for U.S. persons) or IRS Form W-8BEN / W-8BEN-E (for non-U.S. persons) in connection with the payment of merger consideration and tax reporting obligations arising from the merger. The timely collection of these forms is essential to ensure prop

VII. Coordination with Foreign Tax Withholding Obligations A. Swiss Withholding Tax As analyzed separately in the Swiss Withholding Tax Analysis Memorandum prepared by Sylvia Hartwell (dated April 10, 2025), Swiss anticipatory withholding tax (Verrechnungssteuer) at a statutory rate of 35% applies to dividends and other qualifying distributions from Swiss companies, including deemed dividends from Luminex Systems AG.

VIII. Recommendations and Action Items Based on the analysis set forth in this memorandum, we recommend the following action items to ensure proper compliance with U.S. federal tax withholding obligations and to mitigate withholding risk in connection with the merger:

1. FIRPTA Certificate. Confirm that the Merger Agreement requires delivery of the FIRPTA certificate by Luminex Holdings at or prior to the Closing. Coordinate with Caldwell, Raines & Sheppard LLP (Patricia Okonkwo and Daniel Feinberg), counsel to the Target, to confirm the form and content of the certificate and to ensure that it will be executed and delivered in the prescribed form. Ensure that the Target sends a c

2. W-8 / W-9 Collection. Complete the collection of IRS Forms W-8BEN, W-8BEN-E, and W-9 from all stockholders prior to the Closing Date. Ryan Kowalski to coordinate with Atlas Shareholder Services Inc. (Dennis Carmichael) on the Letter of Transmittal requirements to ensure that the applicable form is required as a condition to the release of merger consideration. Megan Chu to compile and maintain the stockholder trac

3. Paying Agent Instructions. Provide Atlas Shareholder Services Inc. with detailed written withholding instructions addressing the following: (a) No FIRPTA withholding under Section 1445 is required if a valid FIRPTA certificate is received from Luminex Holdings; (b) No NRA withholding under Section 1441 or Section 1442 is required on the merger consideration, as the consideration constitutes amounts realized from a

4. Escrow Agent Instructions. Coordinate with Continental Fiduciary Trust Company (Laura Svensson, Account Reference CFT-ESC-2025-7894) regarding withholding obligations upon the distribution of escrow funds to non-U.S. person stockholders. Ensure that the Escrow Agent maintains current W-8 forms on file for all non-U.S. stockholders and confirms with counsel before releasing escrowed funds.

5. Rollover Tax Treatment. Coordinate with Pendleton & Associates LLP (Richard Chow) on the federal income tax treatment of the Rollover Transactions for non-U.S. persons (Kessler, Gruber, and Vogt) to confirm the Section 351 qualification and the absence of any withholding obligation on the rollover consideration. Request a written analysis from Pendleton & Associates addressing the Section 351 control requirement a

6. Foreign Tax Coordination. Continue coordination with local counsel in each relevant jurisdiction regarding any local tax withholding obligations arising from the cash-out of non-U.S. employees who hol