1001-00004 · Ardent Capital Partners · Correspondence

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PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law

7 Times Square New York, NY 10036 Tel: (212) 558-4000

Fax: (212) 558-3588

www.calderwoodharkness.com

April 1, 2025

Matter No.: 1001-00004

Daniel Feinberg, Esq. Caldwell, Raines & Sheppard LLP 51 West 52nd Street New York, NY 10019

Re: Buyer's Comments on Seller's/Target's Disclosure Schedules to the Agreement and Plan of Merger, dated March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.

Dear Mr. Feinberg:

We are counsel to Ardent Capital Partners III LP ("Ardent Capital"), Ardent Apex Holdings Inc. ("Parent"), and Ardent Apex Merger Sub Inc. ("Merger Sub," and together with Parent and Ardent Capital, collectively, "Buyer") in connection with the proposed acquisition of Luminex Systems Holdings Inc. (the "Company" or the "Target") pursuant to the Agreement and Plan of Merger, dated as of March 24, 2025 (the "Merger Agreement"), among Parent, Merger Sub, and the Company. This letter sets forth Buyer's initial comments on the disclosure schedules delivered by the Company in connection with the Merger Agreement (collectively, the "Disclosure Schedules").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. The comments set forth below are organized by disclosure schedule number, corresponding to the applicable section of the Merger Agreement to which each schedule relates. These comments are provided without waiver of any of Buyer's rights, remedies, or claims under the Merger Agreement, at law, or in equity, and are intended solely to identify areas in the Disclosure Schedules requiring supplementation, clarification, or correction prior to the Closing. Buyer expressly reserves the right to raise additional comments, objections, and requests as its due diligence review of the Disclosure Schedules, the Company's business, and related materials continues. The absence of a comment on any particular disclosure or schedule should not be construed as Buyer's acceptance of the adequacy, accuracy, or completeness of such disclosure or schedule.

1. General Comments Applicable to All Schedules

The following comments apply generally to the Disclosure Schedules as a whole and should be read in conjunction with the schedule-specific comments set forth in Section 2 below.

1.1 Cross-References and Incorporation

Buyer requests that each Disclosure Schedule include appropriate cross-references to the extent that any item disclosed therein is relevant to the representations and warranties contained in more than one section of the Merger Agreement. As you are aware, Section 9.13 of the Merger Agreement provides that disclosure of an item on a particular schedule shall not be deemed adequate disclosure for purposes of any other schedule unless expressly cross-referenced. Accordingly, the Company should review each schedule to ensure that all relevant cross-references have been included. For the avoidance of doubt, the mere inclusion of an item on one schedule does not satisfy any disclosure obligation with respect to another schedule, and Buyer does not accept any blanket incorporation by reference across the Disclosure Schedules.

In addition, Buyer requests that the Target confirm in writing that the information disclosed in the Disclosure Schedules is complete and accurate in all material respects as of the date of the Merger Agreement (March 24, 2025) and that the Target will update and supplement the Disclosure Schedules as of a date no earlier than two (2) business days prior to the Closing Date, in accordance with the Target's update obligations under Section 6.05 of the Merger Agreement.

1.2 Materiality Qualifiers

Buyer notes that certain Disclosure Schedules include materiality qualifiers, thresholds, or limiting language that are inconsistent with the corresponding representations and warranties set forth in the Merger Agreement. Buyer requests that the Company conform the Disclosure Schedules to match the precise thresholds and qualifiers specified in the applicable provisions of the Merger Agreement. By way of example and not limitation, the interim operating covenants contained in Section 5.01 of the Merger Agreement reference specific quantitative thresholds — including capital expenditures in excess of $5,000,000, new hires with aggregate annual base salary or compensation in excess of $250,000, and contract commitments in excess of $2,000,000 — and the Disclosure Schedules should employ disclosure thresholds consistent with these provisions. To the extent that the Disclosure Schedules apply a different or higher materiality threshold than the Merger Agreement itself, the Disclosure Schedules are inadequate and must be revised accordingly.

1.3 Format and Organization

To facilitate Buyer's review and to ensure the completeness and usability of the Disclosure Schedules, Buyer requests that all schedules include, where applicable, the following information for each disclosed item:

(a) the full legal name of the relevant entity or entities to which the disclosed item relates;

(b) the date of the relevant agreement, instrument, event, or filing;

(d) a brief but meaningful description of the disclosed item, including its nature, scope, and status;

(e) the dollar amount or range of amounts associated with the disclosed item, where quantifiable; and

(f) an index reference to the corresponding document in the virtual data room ("VDR"), where a supporting document exists.

Buyer further requests that all documents referenced in the Disclosure Schedules be made available in the VDR maintained by Crestline Solutions (Project Apex) with corresponding index references, to the extent not already uploaded. As of the date of this letter, Buyer's review of the VDR has identified a number of instances in which schedules reference agreements or documents that do not appear to have been uploaded to the VDR; these gaps are noted in the schedule-specific comments below.

2. Schedule-by-Schedule Comments

2.1 Schedule 3.01 — Organization, Good Standing, and Qualification

Buyer notes that Schedule 3.01 lists Luminex Systems Holdings Inc. as a Delaware corporation, incorporated on June 14, 2021, and identifies it as the Company. However, the schedule as delivered does not appear to include a complete and detailed listing of all of the Company's direct and indirect subsidiaries. Buyer requests confirmation that the following subsidiaries are included on the schedule, together with the information indicated:

(a) Luminex Systems AG — a Swiss Aktiengesellschaft (company identification number CHE-284.391.057), domiciled in the Canton of Glenrock Assurance, Switzerland;

(b) Luminex Systems Inc. — a Delaware corporation (the "U.S. Operating Subsidiary" or "Luminex US");

(d) Luminex Systems GmbH — a German Gesellschaft mit beschränkter Haftung (registered at the commercial register of the Local Court of Munich under HRB 247891); and

(e) Luminex Systems Pte. Ltd. — a Singapore private company limited by shares (Unique Entity Number 201924781K).

For each entity listed above, Buyer requests that the schedule disclose (i) the jurisdiction of formation or incorporation, (ii) the date of formation or incorporation, (iii) all jurisdictions in which the entity is qualified or registered to do business (including any foreign qualification filings in U.S. states other than the state of incorporation), (iv) the status of any pending or expired qualifications, and (v) any applicable registration or identification numbers.

Buyer further notes that the organizational chart provided as an exhibit to Schedule 3.01 does not clearly depict the corporate relationship between Luminex Systems AG and Luminex Systems Holdings Inc. following the 2021 share exchange and inversion reorganization. Buyer's understanding is that, prior to June 2021, Luminex Systems AG was the ultimate parent entity of the Luminex group, and that the 2021 reorganization established Luminex Systems Holdings Inc. as the new U.S. holding company parent, with Luminex AG becoming a direct or indirect subsidiary of Luminex Holdings. The organizational chart as provided does not clearly illustrate this post-reorganization structure, including the chain of ownership from Luminex Holdings through to each operating subsidiary. Buyer requests that the Company provide a revised organizational chart reflecting the complete post-2021 corporate structure, showing Luminex Holdings as the U.S. parent entity and depicting the direct and indirect ownership of each subsidiary, including percentage ownership interests, at each level.

2.2 Schedule 3.02 — Capitalization

Buyer requests confirmation that the fully diluted share count of 140,000,000 shares of Luminex Holdings common stock, as referenced in the Merger Agreement, is accurate and complete and that such share count accounts for all outstanding shares of common stock, options (whether or not vested), warrants, restricted stock units ("RSUs"), performance stock units, convertible notes, and all other securities convertible into, exchangeable for, or exercisable for shares of common stock or other equity interests in the Company. Buyer requests that the Target provide a detailed capitalization table reflecting the following (at a minimum):

(a) Shares held by Ridgeline Growth Equity Fund II LP — fifty-two percent (52%) of fully diluted shares;

(b) Shares held by Meridian Venture Partners IV LP — twenty percent (20%) of fully diluted shares;

(c) Shares held by management and employees — twenty-eight percent (28%) of fully diluted shares in the aggregate, with specific breakdowns for each holder owning in excess of one percent (1%) of fully diluted shares, including:

(i) Dr. Stefan Kessler, Chief Executive Officer — eight and one-half percent (8.5%);

(ii) Annelise Gruber, Chief Financial Officer — four and two-tenths percent (4.2%);

(iii) Dr. Markus Vogt, Chief Technology Officer — three and eight-tenths percent (3.8%); and

(iv) all other management and employees — eleven and one-half percent (11.5%) in the aggregate, with individual holders identified to the extent their holdings exceed one percent (1%) of fully diluted shares;

(d) For each category of securities (common stock, options, RSUs, warrants, and other convertible or exercisable securities), the number of shares outstanding or issuable, the exercise or conversion price (as applicable), the vesting schedule (as applicable), and the expiration date (as applicable); and

(e) A reconciliation of the basic share count to the fully diluted share count, specifying the number of shares attributable to each category of dilutive security.

Buyer also requests disclosure of any preemptive rights, anti-dilution protections, rights of first refusal, rights of first offer, co-sale rights, tag-along rights, drag-along rights, or similar contractual or statutory rights affecting the capitalization of the Company or any of its subsidiaries, including any such rights contained in the Company's certificate of incorporation, bylaws, stockholders' agreement, or any other governing document.

Additionally, Buyer notes that the schedule does not address the one-for-one (1:1) share correspondence between shares of Luminex Systems AG and shares of Luminex Systems Holdings Inc. that was established by the 2021 share exchange agreement in connection with the inversion reorganization. Buyer requests that a complete and executed copy of the share exchange agreement be added to the schedule or, at a minimum, uploaded to the VDR with an appropriate index reference. Buyer also requests confirmation that there are no residual minority interests, dissenter's rights, appraisal rights, or other claims outstanding in connection with the 2021 share exchange that could affect the capitalization of the Company or Luminex AG.

2.3 Schedule 3.03 — Authority and Enforceability

Buyer requests confirmation that all requisite corporate approvals for the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby (including the Merger) have been obtained by the Company, including:

(a) the approval of the board of directors of Luminex Systems Holdings Inc. (chaired by Roland Merz);

(b) the approval of the stockholders of Luminex Systems Holdings Inc. to the extent required by the Delaware General Corporation Law and the Company's certificate of incorporation and bylaws;

(c) any required approvals of the board of directors or shareholders of Luminex Systems AG under Swiss corporate law (the Swiss Code of Obligations), including any approvals required with respect to the disposition of assets or the transfer of shares;

(d) any required approvals of the board of directors of Luminex Systems UK Ltd. under the Companies Act 2006 (England and Wales);

(e) any required approvals of the managing directors (Geschäftsführer) and/or shareholders (Gesellschafter) of Luminex Systems GmbH under the German Act on Limited Liability Companies (GmbHG), including any co-determination requirements; and

(f) any required approvals of the board of directors of Luminex Systems Pte. Ltd. under the Singapore Companies Act 1967.

Buyer notes that Schedule 3.03, as delivered, references approval by the board of directors of Luminex Holdings but does not address whether subsidiary-level approvals have been obtained or are required. To the extent that the consummation of the Merger or the change of control of Luminex Holdings triggers any consent, approval, or notification requirement at the subsidiary level — whether under applicable corporate law, the governing documents of any subsidiary, or any contractual arrangement to which any subsidiary is a party — Buyer requests that such requirements be disclosed and the status of any required approvals be confirmed.

2.4 Schedule 3.04 — No Conflicts; Consents and Approvals

Schedule 3.04 lists certain third-party consents, governmental approvals, and regulatory filings required in connection with the Merger and the other transactions contemplated by the Merger Agreement. Buyer has reviewed the schedule and requests that it be supplemented and clarified as follows:

Regulatory Filings and Approvals. Buyer requests that the schedule enumerate all regulatory filings, notifications, and approvals required in connection with the Merger, together with the current status of each such filing. Based on Buyer's own records, the following filings have been made or are pending:

(a) Hart-Scott-Rodino Act. Notification and Report Form filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (Transaction No. HSR-20250328-4192, filed March 28, 2025). Buyer requests confirmation of the filing date and the expiration of the initial 30-day waiting period.

(b) Committee on Foreign Investment in the United States (CFIUS). Voluntary joint notice filed with CFIUS pursuant to Section 721 of the Defense Production Act of 1950 (Tracking No. CFIUS-2025-0087, filed April 4, 2025). Buyer requests that the schedule disclose the basis for the voluntary filing, including the Company's U.S. government contracts and any access to classified or controlled unclassified information.

(c) Swiss FINMA/SECO Notification. Filing with the Swiss Financial Market Supervisory Authority and/or the State Secretariat for Economic Affairs (File No. 32-0973, filed April 7, 2025). Buyer requests clarification of the regulatory basis for this filing and whether any additional Swiss cantonal or federal approvals are required.

(d) Bundeskartellamt (German Federal Cartel Office). Merger notification filed with the Bundeskartellamt (File No. B6-34/25, filed April 9, 2025). Buyer requests confirmation that no other German regulatory approvals are required.

(e) EU Foreign Subsidies Regulation. Notification filed under Regulation (EU) 2022/2560 of the European Parliament and of the Council on foreign subsidies distorting the internal market (Case No. FSR.M.2025-0412, filed April 11, 2025). Buyer requests that the schedule disclose the basis for the notification and the expected timeline for review.

To the extent that any additional regulatory filings or approvals are required — including but not limited to any filing with the Competition and Markets Authority (UK), the Accounting and Corporate Regulatory Authority (Singapore), or any U.S. state regulatory authority — Buyer requests that such filings be identified on the schedule.

Change of Control Provisions in Contracts. Buyer's preliminary review of the Company's commercial contracts has identified approximately 340 commercial contracts and 26 enterprise license agreements that contain change of control provisions that may be triggered by the Merger, requiring either the consent of the counterparty or the delivery of notice to the counterparty (or both). Buyer requests that Schedule 3.04 enumerate each such contract, specifying:

(i) the counterparty name;

(ii) the contract type (e.g., SaaS subscription, enterprise license, professional services, partnership, reseller, OEM, or other);

(iii) the date of the contract (and any amendments);

(iv) the nature of the change of control provision (consent required, notice required, termination right, or other); and

(v) the current status of any consent or notice process.

Buyer notes that the complete identification and tracking of change of control provisions across the Company's contract portfolio is critical to the Closing and requests the Company's cooperation in preparing a comprehensive Change of Control / Consent Tracker. Buyer intends to share its preliminary tracker with the Company and its counsel separately upon request.

U.S. Government Contracts. Buyer requests confirmation whether any of the Company's contracts with the U.S. government — including, without limitation, the Department of Defense logistics software module contract, the Department of Energy procurement platform contract, and the General Services Administration enterprise license — contain novation requirements, assignment-consent provisions, or other change of control provisions that are triggered by the Merger. To the extent that novation applications or other notifications are required under the Federal Acquisition Regulation (FAR 42.12) or agency-specific supplements, Buyer requests that the schedule identify each such requirement and the anticipated timeline for completion.

2.5 Schedule 3.05 — Financial Statements

Buyer requests that Schedule 3.05 include complete copies of the Company's audited consolidated financial statements for each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, together with the reports thereon of the Company's independent registered public accounting firm, Hargrove Thornton LLP (Lead Audit Partner: Margaret Dawson). To the extent that such financial statements have been uploaded to the VDR, Buyer requests that the schedule include index references to the corresponding VDR documents.

Buyer notes that the financial data referenced in the Merger Agreement for fiscal year 2024 includes total revenue of $487,000,000 (comprised of annual recurring revenue of approximately $441,000,000 and professional services revenue of approximately $46,000,000) and Adjusted EBITDA of $121,800,000 (representing an Adjusted EBITDA margin of approximately 25.0%). Buyer requests that the schedule include a detailed reconciliation of Adjusted EBITDA to GAAP net income for each of fiscal years 2022, 2023, and 2024, identifying each adjustment category (including but not limited to stock-based compensation, depreciation and amortization, transaction-related expenses, non-recurring charges, and any other adjustments) and the dollar amount of each such adjustment.

Buyer further requests disclosure of any changes in accounting policies, principles, or practices adopted by the Company or any subsidiary during the periods covered by the financial statements, any restatements or reclassifications of previously reported financial results, and any material audit adjustments proposed by Hargrove Thornton LLP (whether or not accepted by the Company).

In addition, Buyer notes that Luminex Systems Inc. (the U.S. Operating Subsidiary) reported U.S. revenue of approximately $194,800,000 for fiscal year 2024. Buyer requests that the schedule include segment-level financial information — including revenue, cost of revenue, and operating income — broken out by entity and by geographic region (DACH region — approximately 35% of total revenue; North America — approximately 40%; UK & Nordics — approximately 15%; and Asia-Pacific — approximately 10%), to the extent such information is available and consistent with the Company's internal management reporting.

2.6 Schedule 3.06 — Absence of Certain Changes (No Material Adverse Effect)

Buyer requests that Schedule 3.06 disclose any and all events, developments, conditions, or changes occurring since the date of the most recent balance sheet included in the Company's financial statements (December 31, 2024) that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect on the Company, taking into account the definition of "Material Adverse Effect" set forth in Section 1.01 of the Merger Agreement (including the agreed carve-outs for (i) general economic or market conditions, (ii) conditions generally affecting the enterprise software industry, (iii) changes in applicable law or regulations, (iv) pandemics, epidemics, or public health emergencies, and (v) changes in GAAP or applicable accounting standards — in each case, except to the extent such conditions, changes, or effects disproportionately affect the Company relative to other companies operating in the enterprise software industry).

Without limiting the foregoing, Buyer specifically requests:

(a) Disclosure of any customer losses, significant annual recurring revenue ("ARR") churn, or material changes in net new bookings or renewal rates since December 31, 2024, including the identity of any customer representing more than $2,000,000 in ARR that has terminated, failed to renew, or provided notice of intent to terminate or not renew any contract with the Company or any subsidiary;

(b) Disclosure of any material changes in the Company's pipeline, backlog, or contracted revenue since December 31, 2024; and

(c) Confirmation that, since the date of the Merger Agreement (March 24, 2025), the Company has not (i) incurred capital expenditures in excess of $5,000,000, (ii) hired any employee or independent contractor with aggregate annual base salary or compensation in excess of $250,000, or (iii) entered into any contract commitment in excess of $2,000,000, in each case, outside the ordinary course of business consistent with past practice, without Buyer's prior written consent as required by Section 5.01 of the Merger Agreement.

2.7 Schedule 3.07 — Material Contracts

Buyer has reviewed the list of material contracts included on Schedule 3.07 and believes that the schedule is incomplete in several respects. Buyer requests that the schedule be supplemented to include the following categories of contracts:

(a) Contracts with Annual Value in Excess of $2,000,000. All contracts to which the Company or any subsidiary is a party that involve annual payments to or from the Company or any subsidiary in excess of $2,000,000, or that have an aggregate value over the contract term in excess of $5,000,000.

(b) Government Contracts. All contracts with any governmental authority, including specifically (i) the Department of Defense logistics software module contract, (ii) the Department of Energy procurement platform contract, and (iii) the General Services Administration enterprise license, together with, for each such contract, the contract number, contracting agency, contract type (e.g., firm-fixed-price, cost-plus, time-and-materials), term, total contract value (including all option periods), current period of performance, and applicable renewal or extension provisions.

(c) Most-Favored-Nation, Exclusivity, Non-Compete, and Non-Solicitation Provisions. All contracts containing most-favored-nation pricing clauses, exclusivity provisions, non-competition covenants, or non-solicitation covenants (in each case, whether applicable to the Company or its subsidiaries as the bound party or the beneficiary).

(d) Intercompany Agreements. All intercompany agreements among the Company and its subsidiaries, including specifically the intellectual property licensing arrangement between Luminex Systems AG and Luminex Systems Inc. pursuant to which Luminex US pays a royalty to Luminex AG at a current rate of 4.5% of U.S. net revenues. Buyer requests that the schedule include a summary of the material terms of each intercompany agreement, including the parties, subject matter, payment terms, and termination provisions.

(e) Joint Ventures, Partnerships, and Strategic Alliances. All joint venture agreements, partnership agreements, strategic alliance agreements, and similar collaborative arrangements to which the Company or any subsidiary is a party.

Buyer reiterates the request set forth in Section 2.4 above regarding the identification of change of control provisions in material contracts. As noted, Buyer's preliminary review has identified approximately 340 commercial contracts and 26 enterprise license agreements containing change of control or assignment-consent provisions, and Buyer requests that Schedule 3.07 be cross-referenced with Schedule 3.04 to ensure completeness and consistency.

2.8 Schedule 3.08 — Intellectual Property

Buyer requests that Schedule 3.08 be supplemented to include a complete and detailed list of all of the Company's and its subsidiaries' intellectual property, as follows:

(a) Registered intellectual Property. All patents, patent applications (including provisional applications), registered trademarks (including the "Luminex One" platform brand and all related marks), registered copyrights, and registered domain names, together with, for each item, the registration or application number, the jurisdiction of registration, the date of registration or filing, the registered owner, and the expiration or renewal date.

(b) Material Unregistered intellectual Property. All material unregistered intellectual property, including unregistered trademarks, common law marks, proprietary software, and know-how, with a description sufficient to identify the nature and scope of the intellectual property interest.

(c) intellectual Property Licenses — Inbound. All licenses, sublicenses, or other agreements pursuant to which the Company or any subsidiary has been granted rights to use any third-party intellectual property, including the license types, scope of rights, royalty or fee obligations, and any restrictions on use.

(d) intellectual Property Licenses — Outbound. All licenses, sublicenses, or other agreements pursuant to which the Company or any subsidiary has granted rights to any third party to use the Company's intellectual property, including the intercompany license between Luminex AG and Luminex US referenced above.

(e) Open-Source Software. A complete inventory of all open-source software components incorporated into, linked with, or distributed with the Luminex One platform and any other products or services offered by the Company or its subsidiaries, including the name and version of each component, the applicable open-source license type (e.g., MIT, Apache 2.0, GPL, LGPL, AGPL, MPL, BSD), and an identification of any copyleft, reciprocal, or share-alike obligations that may require the Company to disclose, license, or distribute its proprietary source code.

(f) intellectual Property Disputes. All pending, threatened, or contemplated claims, actions, oppositions, cancellation proceedings, or disputes relating to the Company's intellectual property, including any claims by third parties of infringement, misappropriation, or other violation, and any claims by the Company against third parties.

Buyer notes that the schedule, as delivered, does not appear to address the Company's trade secrets, proprietary algorithms, or other confidential proprietary information underlying the Luminex One platform's core ERP functionality, procurement automation modules, and supply-chain analytics capabilities. Given the centrality of this intellectual property to the Company's business and the value of the transaction, Buyer requests that the schedule be supplemented to describe the Company's trade secret protection program, including the types of proprietary information and algorithms maintained as trade secrets, the measures employed to protect their confidentiality, and any known or suspected instances of unauthorized disclosure.

2.9 Schedule 3.09 — Tax Matters

Buyer requests that Schedule 3.09 be supplemented to include the following information:

(a) Tax Filing Jurisdictions. A complete list of all jurisdictions (federal, state, local, and foreign) in which the Company and each of its subsidiaries files, or is required to file, income tax, franchise tax, value-added tax, or other material tax returns. Based on Buyer's understanding, this list should include, at a minimum, the United States (federal), Delaware, Virginia, California, and any other U.S. state in which the Company or Luminex US has nexus, as well as Switzerland (federal and cantonal), Germany, the United Kingdom, and Singapore. To the extent that the Company or any subsidiary has filing obligations in additional jurisdictions, such jurisdictions should be identified.

(b) Pending Tax Audits and Disputes. A complete description of all pending or threatened tax audits, examinations, assessments, deficiency notices, or disputes involving the Company or any subsidiary, including the jurisdiction, the tax periods under examination, the nature of the issues involved, and the potential liability exposure.

(c) Tax-Sharing Agreements. A complete description of all tax-sharing, tax-indemnity, tax-allocation, or similar agreements among the Luminex entities, including the material terms of each such agreement and whether any such agreement will survive or terminate upon the consummation of the Merger.

(d) Section 338(h)(10) Election. Buyer is currently evaluating, in consultation with its tax advisors, the potential availability and desirability of making a joint election under Section 338(h)(10) of the Internal Revenue Code (or any corresponding provision of state or local tax law) with respect to the acquisition of Luminex Systems Inc. Buyer requests that the schedule disclose any facts, circumstances, or conditions that could affect the availability or tax cost of such an election, including (i) the current adjusted tax basis of Luminex US's assets, (ii) any built-in gains or losses with respect to Luminex US's assets, (iii) any net operating loss carryforwards or tax credit carryforwards of Luminex US, and (iv) any prior Section 338 elections or similar transactions involving Luminex US.

(e) Transfer Pricing. Buyer requests disclosure of all transfer pricing positions taken by the Company or any subsidiary on prior returns, including the methodology and documentation supporting the intercompany royalty rate of 4.5% of U.S. net revenues paid by Luminex Systems Inc. to Luminex Systems AG. Buyer further requests disclosure of any transfer pricing studies, advance pricing agreements, or mutual agreement procedure proceedings involving any of the Luminex entities, as well as any challenges or inquiries from any taxing authority regarding transfer pricing.

(f) Swiss Withholding Tax. Buyer requests disclosure of the Company's and Luminex AG's positions with respect to Swiss anticipatory withholding tax (Verrechnungssteuer) on distributions from Luminex AG, including (i) any distributions from Luminex AG to Luminex Holdings during the past five years, (ii) the withholding tax treatment applied to such distributions (the statutory rate being 35%, subject to reduction to 5% under the U.S.-Switzerland income tax treaty), (iii) any prior interactions with or rulings from Swiss tax authorities regarding the anticipatory tax treatment of distributions from Luminex AG, and (iv) any outstanding refund claims or disputes relating to Swiss withholding tax.

Buyer's tax counsel (Sylvia Hartwell of this firm) is available to discuss any of the foregoing tax-related comments directly with your tax team.

2.10 Schedule 3.10 — Litigation and Proceedings

Buyer requests that Schedule 3.10 be supplemented to include a complete and detailed list of all pending, threatened, or reasonably contemplated litigation, arbitration, mediation, governmental investigation, regulatory inquiry, enforcement action, or other legal proceeding involving the Company, any subsidiary, or any current or former officer, director, or employee of the Company or any subsidiary (to the extent such proceeding relates to the Company's business or could result in liability to the Company). For each disclosed matter, the schedule should include the parties, forum, case or docket number (if applicable), a description of the claims or allegations, the current status, and the Company's good-faith estimate of the potential liability exposure.

Buyer further notes that the schedule, as delivered, appears to omit certain regulatory matters. Specifically, Buyer requests confirmation whether there are any pending or threatened data privacy or data protection investigations involving Luminex Systems GmbH, Luminex Systems UK Ltd., or Luminex Systems AG, whether by the relevant data protection authority (the German Federal Commissioner for Data Protection, the UK Information Commissioner's Office, or the Swiss Federal Data Protection and Information Commissioner, respectively) or under the EU General Data Protection Regulation ("GDPR"), the Swiss Federal Act on Data Protection ("FADP"), or otherwise. Given the significance of data privacy compliance to the Company's business and the heightened regulatory enforcement environment, Buyer considers complete disclosure in this area essential.

2.11 Schedule 3.11 — Employment Matters

Buyer requests that Schedule 3.11 be supplemented to include the following:

(a) Employee Census. A complete list of all employees of the Company and each subsidiary as of the most recent practicable date, organized by entity and jurisdiction, including each employee's name, title, hire date, location, employment status (full-time, part-time, or temporary), and current base salary or hourly wage. Buyer understands that the Company and its subsidiaries employ approximately 4,200 employees globally, including approximately 1,650 employees at Luminex Systems Inc. in the United States.

(b) Key Executive Employment Agreements. Copies of, or summaries of the material terms of, all employment agreements, offer letters, and compensation arrangements with key executives, including:

(i) Dr. Stefan Kessler, Chief Executive Officer;

(ii) Annelise Gruber, Chief Financial Officer;

(iii) Dr. Markus Vogt, Chief Technology Officer; and

(iv) any other officer, director, or employee with aggregate annual base compensation (salary plus target bonus) in excess of $250,000.

(c) Change of Control and Severance Provisions. Disclosure of all change of control severance provisions, acceleration provisions, or other enhanced termination benefits contained in any employment agreement, offer letter, severance agreement, separation agreement, retention agreement, equity incentive plan, or individual equity award agreement that are triggered by the Merger or by the termination of employment following the Merger (whether "single-trigger" or "double-trigger").

(d) Works Councils, Collective Bargaining, and Co-Determination. Disclosure of any works council, employee representative body, collective bargaining agreement, or co-determination arrangement applicable to any employees of the Company or any subsidiary, with particular attention to any such arrangements at Luminex Systems GmbH in Germany (where Buyer understands that co-determination requirements under the German Works Constitution Act (Betriebsverfassungsgesetz) may apply) and Luminex Systems AG in Switzerland.

(e) Employment Claims and Disputes. Disclosure of all pending or threatened employment-related claims, complaints, charges, investigations, or disputes, including any claims before the Equal Employment Opportunity Commission, state fair employment agencies, labor boards, employment tribunals, or similar bodies in any jurisdiction.

2.12 Schedule 3.12 — Employee Benefits

Buyer requests that Schedule 3.12 be supplemented to include the following:

(a) Benefit Plans. A complete list and description of all employee benefit plans, programs, policies, and arrangements maintained, contributed to, or sponsored by the Company or any subsidiary, or under which the Company or any subsidiary has any liability (whether current or contingent), including:

(i) retirement plans (including any defined benefit pension plans, defined contribution plans, 401(k) plans, and similar arrangements);

(ii) health and welfare plans (including medical, dental, vision, life insurance, disability, and similar plans);

(iii) equity incentive plans and individual equity awards (including any stock option plans, restricted stock plans, RSU plans, performance stock unit plans, phantom equity plans, and stock purchase plans);

(iv) deferred compensation arrangements (including any nonqualified deferred compensation plans subject to Section 409A of the Internal Revenue Code);

(v) severance and retention plans;

(vi) Swiss social insurance obligations (AHV/IV/EO, BVG/LPP occupational pension, and supplemental insurance);

(vii) German statutory social benefit obligations (including contributions to statutory health insurance, pension insurance, unemployment insurance, and long-term care insurance);

(viii) Singapore Central Provident Fund ("CPF") obligations; and

(ix) any other material employee benefit plans or arrangements.

(b) Unfunded or Underfunded Liabilities. Disclosure of any unfunded or underfunded pension or benefit liabilities of the Company or any subsidiary, including the amount of any such deficiency as of the most recent actuarial valuation date.

(c) ERISA, Section 409A, and Section 280G. Identification of any plans or arrangements that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 409A of the Internal Revenue Code, or Section 280G of the Internal Revenue Code. With respect to Section 280G, Buyer requests that the schedule include a preliminary analysis of any potential "excess parachute payment" exposure arising in connection with the Merger, including identification of all "disqualified individuals" (as defined in Section 280G(c)) and the estimated aggregate "parachute payments" (as defined in Section 280G(b)(2)) payable to each such individual.

2.13 Schedule 3.13 — Real Property

Buyer requests that Schedule 3.13 include a complete list of all real property owned or leased by the Company or any subsidiary, together with the following information for each property:

(a) Reston, Virginia (United States) — Headquarters. 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191. Buyer requests disclosure of the landlord identity, lease commencement and expiration dates, current monthly or annual rent, renewal or extension options, any assignment or subletting consent requirements (including any change of control provisions), and any security deposits or letters of credit.

(b) Zürich, Switzerland. Bahnhofstrasse 71, 8001 Zürich, Switzerland. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.

(c) Munich, Germany. Leopoldstrasse 120, 80802 Munich, Germany. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.

(d) London, United Kingdom. 14 Broadwick Street, London W1F 8HN, United Kingdom. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.

(e) Singapore. 8 Marina Boulevard, #36-01, Singapore 018981. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.

For each leased property, Buyer requests that the schedule specifically identify whether the applicable lease contains any consent-to-assignment or change of control provisions that are triggered by the Merger or by a change of control of the Company, and the status of any required consent or notice process.

2.14 Schedule 3.14 — Insurance

Buyer requests that Schedule 3.14 include a complete list of all insurance policies maintained by the Company and each of its subsidiaries, together with, for each policy, the insurer name, policy number, type of coverage, policy period, limits of liability, deductibles or self-insured retentions, and annual premium. The types of coverage should include, at a minimum:

(a) commercial general liability;

(b) professional liability / errors and omissions;

(d) property and business interruption;

(e) directors' and officers' liability;

(f) employment practices liability;

(g) key-person insurance; and

(h) umbrella or excess liability.

Buyer notes that Section 6.07 of the Merger Agreement contemplates the procurement of a six (6)-year "tail" directors' and officers' liability insurance policy to be placed with Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473) with an aggregate limit of not less than $50,000,000. Buyer requests confirmation of the current directors' and officers' liability insurance policy details (including the current insurer, policy number, coverage limit, and premium), and whether the current carrier has been notified of the Merger. Buyer further requests disclosure of any pending or anticipated claims under any existing insurance policies, or any circumstances that could reasonably be expected to give rise to a claim.

2.15 Schedule 3.15 — Data Privacy and Security

Given the critical importance of data privacy and security compliance to the Company's business — particularly in light of the Company's U.S. government contracts and the ongoing CFIUS review — Buyer requests that Schedule 3.15 be supplemented to include the following:

(a) Data Processing Activities. A description of all material data processing activities undertaken by the Company and each subsidiary, including the types of personal data collected, the categories of data subjects, the purposes of processing, the legal bases for processing, and the geographic locations where personal data is stored or processed.

(b) Data Protection Registrations. All data protection registrations, notifications, or filings made with data protection authorities in any jurisdiction, including the EU (under the GDPR), Switzerland (under the FADP), the United Kingdom (under the UK Data Protection Act 2018 and UK GDPR), Singapore (under the Personal Data Protection Act 2012), and any U.S. state (including under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and any comparable state privacy law).

(c) Privacy Policies. Copies of, or references to, all current privacy policies, cookie policies, and data processing notices published or maintained by the Company or any subsidiary.

(d) Data Breaches and Incidents. Disclosure of any data breaches, security incidents, unauthorized access events, or other incidents involving the loss, unauthorized disclosure, or compromise of personal data or confidential business data during the past three (3) years, together with a description of the nature and scope of each incident, the remedial measures taken, any notifications made to data protection authorities or affected individuals, and any resulting claims, fines, or penalties.

(e) Data Processing Agreements. A list of all data processing agreements, data sharing agreements, or similar arrangements with significant subprocessors, cloud service providers, or other third parties that process personal data on behalf of the Company or any subsidiary.

Buyer notes the particular relevance of data security and privacy compliance to the CFIUS review process, given that Luminex US holds contracts with the U.S. Department of Defense, the U.S. Department of Energy, and the U.S. General Services Administration, and may have access to controlled unclassified information or other sensitive government data. Complete and accurate disclosure in this area is essential to Buyer's ability to respond to CFIUS inquiries and to satisfy the conditions to Closing.

2.16 Schedule 3.16 — Environmental Matters

Buyer requests confirmation that the Company and each of its subsidiaries are in material compliance with all applicable environmental laws and regulations in each jurisdiction in which they operate, and that there are no pending, threatened, or reasonably anticipated environmental claims, actions, investigations, remediation obligations, or liabilities involving the Company or any subsidiary.

To the extent that any leased property occupied by the Company or any subsidiary has been used for purposes that could give rise to environmental liability — including but not limited to the handling, storage, disposal, or release of hazardous materials, hazardous substances, or hazardous wastes — Buyer requests disclosure of such activities and any related remediation obligations or environmental indemnification provisions in the applicable lease.

2.17 Schedule 3.17 — Brokers and Finders

Buyer requests confirmation that the only broker, investment banker, financial advisor, or finder retained by the Company or the selling stockholders in connection with the Merger is Pinehurst Rothwell & Co. (Samantha Delacroix, Managing Director, 277 Park Avenue, 40th Floor, New York, NY 10172). Buyer requests that the schedule disclose the material terms of the engagement with Pinehurst Rothwell, including the fee structure (retainer, success fee, or other compensation), the amount of any success fee or transaction bonus payable at or in connection with the Closing, and whether such fees are included in the estimated seller transaction expenses of $29,000,000 referenced in the Merger Agreement. To the extent that any other broker, finder, or financial advisor has been engaged by the Company, any subsidiary, or any selling stockholder, or has asserted a claim for compensation in connection with the Merger, Buyer requests immediate disclosure.

3. Working Capital and Financial Covenants

Buyer notes that Section 2.06 of the Merger Agreement establishes a target net working capital of $48,500,000, with a collar of plus or minus $2,500,000 (such that no purchase price adjustment is made if the closing net working capital falls between $46,000,000 and $51,000,000). In order to ensure that the parties are aligned on the calculation of net working capital and to permit Buyer's accounting advisor, Pendleton & Associates LLP (Richard Chow, Partner), to verify the consistency of the Company's methodology with the agreed definition of "Net Working Capital" set forth in the Merger Agreement, Buyer requests the following:

(a) A detailed description of the methodology used by the Company in preparing the preliminary net working capital calculation referenced in the Disclosure Schedules, including the specific line items included in current assets and current liabilities, any exclusions or adjustments, and the accounting principles applied;

(b) A complete schedule of the components of net working capital as of the most recent practicable date (or, if available, a preliminary estimate as of a date within thirty (30) days of the anticipated Closing Date); and

(c) Access to the working capital calculation model (in Microsoft Excel or comparable electronic format) used by the Company in connection with the preparation of the Disclosure Schedules and the negotiation of the target net working capital, together with any supporting workpapers or documentation.

Buyer's accounting advisor is prepared to engage directly with the Company's finance team and its auditors at Hargrove Thornton LLP to coordinate the working capital review process.

4. Update Obligations

Buyer reminds the Company of its obligation under Section 6.05 of the Merger Agreement to supplement and update the Disclosure Schedules between the date of the Merger Agreement and the Closing Date to the extent necessary to ensure the accuracy and completeness of the representations and warranties set forth in Article III of the Merger Agreement as of the Closing Date. Any such supplements or updates shall be delivered to Buyer promptly upon the Company's becoming aware of any information that would cause any representation or warranty to be inaccurate or incomplete in any material respect.

For the avoidance of doubt, the delivery of any supplement or update to the Disclosure Schedules does not constitute, and shall not be deemed to constitute, a waiver of any of Buyer's rights under the Merger Agreement, including Buyer's right to assert that a representation or warranty has been breached for purposes of (i) the conditions to Closing set forth in Article VII of the Merger Agreement, or (ii) the indemnification obligations set forth in Article VIII of the Merger Agreement.

In this regard, Buyer notes the following key indemnification parameters under the Merger Agreement:

(a) The aggregate indemnification cap for claims arising out of breaches of representations and warranties (other than Fundamental Representations and Tax Representations) is $420,000,000 (representing 15% of the aggregate deal value);

(b) General representations and warranties survive the Closing for a period of eighteen (18) months following the Closing Date;

(c) Fundamental Representations (including Organization, Capitalization, Authority, and Brokers) survive the Closing for a period of thirty-six (36) months following the Closing Date; and

(d) Tax Representations survive the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof).

Buyer reserves all rights with respect to the foregoing and expects the Company to fulfill its update obligations promptly and in good faith throughout the pre-Closing period.

5. Reservation of Rights

The comments, requests, and observations set forth in this letter are not exhaustive and do not purport to address every matter that may be relevant to Buyer's review of the Disclosure Schedules. This letter does not constitute, and shall not be construed as, a waiver, release, or limitation of any of Buyer's rights, remedies, or claims under the Merger Agreement, at law, or in equity. Buyer expressly reserves the right to raise additional comments, objections, and requests with respect to the Disclosure Schedules as its due diligence review continues, as additional information becomes available from the Company or third-party sources, and as the regulatory review process progresses.

Buyer's review of the Disclosure Schedules is ongoing, and Buyer's acceptance of any schedule or any disclosure therein in its current form should not be inferred from the absence of a specific comment in this letter. Buyer does not waive any right to object to the adequacy, accuracy, or completeness of any Disclosure Schedule, whether or not specifically addressed herein.

\* \* \*

We respectfully request that the Company and its counsel provide written responses and revised Disclosure Schedules addressing the comments set forth herein within ten (10) business days of the date of this letter (i.e., on or before April 15, 2025). We are available to discuss any of the foregoing comments at the parties' mutual convenience and would suggest scheduling a call among counsel to prioritize the outstanding items and coordinate the schedule update process.

Please do not hesitate to contact the undersigned directly with any questions or to arrange a discussion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Ryan Kowalski Associate Direct: (212) 558-4187

Email: rkowalski@calderwoodharkness.com

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law
7 Times Square New York, NY 10036 Tel: (212) 558-4000
Fax: (212) 558-3588
www.calderwoodharkness.com
April 1, 2025
Matter No.: 1001-00004
Daniel Feinberg, Esq. Caldwell, Raines & Sheppard LLP 51 West 52nd Street New York, NY 10019
Re: Buyer's Comments on Seller's/Target's Disclosure Schedules to the Agreement and Plan of Merger, dated March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.
Dear Mr. Feinberg:
We are counsel to Ardent Capital Partners III LP ("Ardent Capital"), Ardent Apex Holdings Inc. ("Parent"), and Ardent Apex Merger Sub Inc. ("Merger Sub," and together with Parent and Ardent Capital, collectively, "Buyer") in connection with the proposed acquisition of Luminex Systems Holdings Inc. (the "Company" or the "Target") pursuant to the Agreement and Plan of Merger, dated as of March 24, 2025 (the "Merger Agreement"), among Parent, Merger Sub, and the Company. This letter sets forth Buyer's initial comments on the disclosure schedules delivered by the Company in connection with the Merger Agreement (collectively, the "Disclosure Schedules").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. The comments set forth below are organized by disclosure schedule number, corresponding to the applicable section of the Merger Agreement to which each schedule relates. These comments are provided without waiver of any of Buyer's rights, remedies, or claims under the Merger Agreement, at law, or in equity, and are intended solely to identify areas in the Disclosure Schedules requiring supplementation, clarification, or correction prior to the Closing. Buyer expressly reserves the right to raise additional comments, objections, and requests as its due diligence review of the Disclosure Schedules, the Company's business, and related materials continues. The absence of a comment on any particular disclosure or schedule should not be construed as Buyer's acceptance of the adequacy, accuracy, or completeness of such disclosure or schedule.
1. General Comments Applicable to All Schedules
The following comments apply generally to the Disclosure Schedules as a whole and should be read in conjunction with the schedule-specific comments set forth in Section 2 below.
1.1 Cross-References and Incorporation
Buyer requests that each Disclosure Schedule include appropriate cross-references to the extent that any item disclosed therein is relevant to the representations and warranties contained in more than one section of the Merger Agreement. As you are aware, Section 9.13 of the Merger Agreement provides that disclosure of an item on a particular schedule shall not be deemed adequate disclosure for purposes of any other schedule unless expressly cross-referenced. Accordingly, the Company should review each schedule to ensure that all relevant cross-references have been included. For the avoidance of doubt, the mere inclusion of an item on one schedule does not satisfy any disclosure obligation with respect to another schedule, and Buyer does not accept any blanket incorporation by reference across the Disclosure Schedules.
In addition, Buyer requests that the Target confirm in writing that the information disclosed in the Disclosure Schedules is complete and accurate in all material respects as of the date of the Merger Agreement (March 24, 2025) and that the Target will update and supplement the Disclosure Schedules as of a date no earlier than two (2) business days prior to the Closing Date, in accordance with the Target's update obligations under Section 6.05 of the Merger Agreement.
1.2 Materiality Qualifiers
Buyer notes that certain Disclosure Schedules include materiality qualifiers, thresholds, or limiting language that are inconsistent with the corresponding representations and warranties set forth in the Merger Agreement. Buyer requests that the Company conform the Disclosure Schedules to match the precise thresholds and qualifiers specified in the applicable provisions of the Merger Agreement. By way of example and not limitation, the interim operating covenants contained in Section 5.01 of the Merger Agreement reference specific quantitative thresholds — including capital expenditures in excess of $5,000,000, new hires with aggregate annual base salary or compensation in excess of $250,000, and contract commitments in excess of $2,000,000 — and the Disclosure Schedules should employ disclosure thresholds consistent with these provisions. To the extent that the Disclosure Schedules apply a different or higher materiality threshold than the Merger Agreement itself, the Disclosure Schedules are inadequate and must be revised accordingly.
1.3 Format and Organization
To facilitate Buyer's review and to ensure the completeness and usability of the Disclosure Schedules, Buyer requests that all schedules include, where applicable, the following information for each disclosed item:
(a) the full legal name of the relevant entity or entities to which the disclosed item relates;
(b) the date of the relevant agreement, instrument, event, or filing;
(c) the full legal name of any counterparty or third party involved;
(d) a brief but meaningful description of the disclosed item, including its nature, scope, and status;
(e) the dollar amount or range of amounts associated with the disclosed item, where quantifiable; and
(f) an index reference to the corresponding document in the virtual data room ("VDR"), where a supporting document exists.
Buyer further requests that all documents referenced in the Disclosure Schedules be made available in the VDR maintained by Crestline Solutions (Project Apex) with corresponding index references, to the extent not already uploaded. As of the date of this letter, Buyer's review of the VDR has identified a number of instances in which schedules reference agreements or documents that do not appear to have been uploaded to the VDR; these gaps are noted in the schedule-specific comments below.
2. Schedule-by-Schedule Comments
2.1 Schedule 3.01 — Organization, Good Standing, and Qualification
Buyer notes that Schedule 3.01 lists Luminex Systems Holdings Inc. as a Delaware corporation, incorporated on June 14, 2021, and identifies it as the Company. However, the schedule as delivered does not appear to include a complete and detailed listing of all of the Company's direct and indirect subsidiaries. Buyer requests confirmation that the following subsidiaries are included on the schedule, together with the information indicated:
(a) Luminex Systems AG — a Swiss Aktiengesellschaft (company identification number CHE-284.391.057), domiciled in the Canton of Glenrock Assurance, Switzerland;
(b) Luminex Systems Inc. — a Delaware corporation (the "U.S. Operating Subsidiary" or "Luminex US");
(c) Luminex Systems UK Ltd. — a private limited company incorporated in England and Wales (Company No. 12847362);
(d) Luminex Systems GmbH — a German Gesellschaft mit beschränkter Haftung (registered at the commercial register of the Local Court of Munich under HRB 247891); and
(e) Luminex Systems Pte. Ltd. — a Singapore private company limited by shares (Unique Entity Number 201924781K).
For each entity listed above, Buyer requests that the schedule disclose (i) the jurisdiction of formation or incorporation, (ii) the date of formation or incorporation, (iii) all jurisdictions in which the entity is qualified or registered to do business (including any foreign qualification filings in U.S. states other than the state of incorporation), (iv) the status of any pending or expired qualifications, and (v) any applicable registration or identification numbers.
Buyer further notes that the organizational chart provided as an exhibit to Schedule 3.01 does not clearly depict the corporate relationship between Luminex Systems AG and Luminex Systems Holdings Inc. following the 2021 share exchange and inversion reorganization. Buyer's understanding is that, prior to June 2021, Luminex Systems AG was the ultimate parent entity of the Luminex group, and that the 2021 reorganization established Luminex Systems Holdings Inc. as the new U.S. holding company parent, with Luminex AG becoming a direct or indirect subsidiary of Luminex Holdings. The organizational chart as provided does not clearly illustrate this post-reorganization structure, including the chain of ownership from Luminex Holdings through to each operating subsidiary. Buyer requests that the Company provide a revised organizational chart reflecting the complete post-2021 corporate structure, showing Luminex Holdings as the U.S. parent entity and depicting the direct and indirect ownership of each subsidiary, including percentage ownership interests, at each level.
2.2 Schedule 3.02 — Capitalization
Buyer requests confirmation that the fully diluted share count of 140,000,000 shares of Luminex Holdings common stock, as referenced in the Merger Agreement, is accurate and complete and that such share count accounts for all outstanding shares of common stock, options (whether or not vested), warrants, restricted stock units ("RSUs"), performance stock units, convertible notes, and all other securities convertible into, exchangeable for, or exercisable for shares of common stock or other equity interests in the Company. Buyer requests that the Target provide a detailed capitalization table reflecting the following (at a minimum):
(a) Shares held by Ridgeline Growth Equity Fund II LP — fifty-two percent (52%) of fully diluted shares;
(b) Shares held by Meridian Venture Partners IV LP — twenty percent (20%) of fully diluted shares;
(c) Shares held by management and employees — twenty-eight percent (28%) of fully diluted shares in the aggregate, with specific breakdowns for each holder owning in excess of one percent (1%) of fully diluted shares, including:
(i) Dr. Stefan Kessler, Chief Executive Officer — eight and one-half percent (8.5%);
(ii) Annelise Gruber, Chief Financial Officer — four and two-tenths percent (4.2%);
(iii) Dr. Markus Vogt, Chief Technology Officer — three and eight-tenths percent (3.8%); and
(iv) all other management and employees — eleven and one-half percent (11.5%) in the aggregate, with individual holders identified to the extent their holdings exceed one percent (1%) of fully diluted shares;
(d) For each category of securities (common stock, options, RSUs, warrants, and other convertible or exercisable securities), the number of shares outstanding or issuable, the exercise or conversion price (as applicable), the vesting schedule (as applicable), and the expiration date (as applicable); and
(e) A reconciliation of the basic share count to the fully diluted share count, specifying the number of shares attributable to each category of dilutive security.
Buyer also requests disclosure of any preemptive rights, anti-dilution protections, rights of first refusal, rights of first offer, co-sale rights, tag-along rights, drag-along rights, or similar contractual or statutory rights affecting the capitalization of the Company or any of its subsidiaries, including any such rights contained in the Company's certificate of incorporation, bylaws, stockholders' agreement, or any other governing document.
Additionally, Buyer notes that the schedule does not address the one-for-one (1:1) share correspondence between shares of Luminex Systems AG and shares of Luminex Systems Holdings Inc. that was established by the 2021 share exchange agreement in connection with the inversion reorganization. Buyer requests that a complete and executed copy of the share exchange agreement be added to the schedule or, at a minimum, uploaded to the VDR with an appropriate index reference. Buyer also requests confirmation that there are no residual minority interests, dissenter's rights, appraisal rights, or other claims outstanding in connection with the 2021 share exchange that could affect the capitalization of the Company or Luminex AG.
2.3 Schedule 3.03 — Authority and Enforceability
Buyer requests confirmation that all requisite corporate approvals for the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby (including the Merger) have been obtained by the Company, including:
(a) the approval of the board of directors of Luminex Systems Holdings Inc. (chaired by Roland Merz);
(b) the approval of the stockholders of Luminex Systems Holdings Inc. to the extent required by the Delaware General Corporation Law and the Company's certificate of incorporation and bylaws;
(c) any required approvals of the board of directors or shareholders of Luminex Systems AG under Swiss corporate law (the Swiss Code of Obligations), including any approvals required with respect to the disposition of assets or the transfer of shares;
(d) any required approvals of the board of directors of Luminex Systems UK Ltd. under the Companies Act 2006 (England and Wales);
(e) any required approvals of the managing directors (Geschäftsführer) and/or shareholders (Gesellschafter) of Luminex Systems GmbH under the German Act on Limited Liability Companies (GmbHG), including any co-determination requirements; and
(f) any required approvals of the board of directors of Luminex Systems Pte. Ltd. under the Singapore Companies Act 1967.
Buyer notes that Schedule 3.03, as delivered, references approval by the board of directors of Luminex Holdings but does not address whether subsidiary-level approvals have been obtained or are required. To the extent that the consummation of the Merger or the change of control of Luminex Holdings triggers any consent, approval, or notification requirement at the subsidiary level — whether under applicable corporate law, the governing documents of any subsidiary, or any contractual arrangement to which any subsidiary is a party — Buyer requests that such requirements be disclosed and the status of any required approvals be confirmed.
2.4 Schedule 3.04 — No Conflicts; Consents and Approvals
Schedule 3.04 lists certain third-party consents, governmental approvals, and regulatory filings required in connection with the Merger and the other transactions contemplated by the Merger Agreement. Buyer has reviewed the schedule and requests that it be supplemented and clarified as follows:
Regulatory Filings and Approvals. Buyer requests that the schedule enumerate all regulatory filings, notifications, and approvals required in connection with the Merger, together with the current status of each such filing. Based on Buyer's own records, the following filings have been made or are pending:
(a) Hart-Scott-Rodino Act. Notification and Report Form filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (Transaction No. HSR-20250328-4192, filed March 28, 2025). Buyer requests confirmation of the filing date and the expiration of the initial 30-day waiting period.
(b) Committee on Foreign Investment in the United States (CFIUS). Voluntary joint notice filed with CFIUS pursuant to Section 721 of the Defense Production Act of 1950 (Tracking No. CFIUS-2025-0087, filed April 4, 2025). Buyer requests that the schedule disclose the basis for the voluntary filing, including the Company's U.S. government contracts and any access to classified or controlled unclassified information.
(c) Swiss FINMA/SECO Notification. Filing with the Swiss Financial Market Supervisory Authority and/or the State Secretariat for Economic Affairs (File No. 32-0973, filed April 7, 2025). Buyer requests clarification of the regulatory basis for this filing and whether any additional Swiss cantonal or federal approvals are required.
(d) Bundeskartellamt (German Federal Cartel Office). Merger notification filed with the Bundeskartellamt (File No. B6-34/25, filed April 9, 2025). Buyer requests confirmation that no other German regulatory approvals are required.
(e) EU Foreign Subsidies Regulation. Notification filed under Regulation (EU) 2022/2560 of the European Parliament and of the Council on foreign subsidies distorting the internal market (Case No. FSR.M.2025-0412, filed April 11, 2025). Buyer requests that the schedule disclose the basis for the notification and the expected timeline for review.
To the extent that any additional regulatory filings or approvals are required — including but not limited to any filing with the Competition and Markets Authority (UK), the Accounting and Corporate Regulatory Authority (Singapore), or any U.S. state regulatory authority — Buyer requests that such filings be identified on the schedule.
Change of Control Provisions in Contracts. Buyer's preliminary review of the Company's commercial contracts has identified approximately 340 commercial contracts and 26 enterprise license agreements that contain change of control provisions that may be triggered by the Merger, requiring either the consent of the counterparty or the delivery of notice to the counterparty (or both). Buyer requests that Schedule 3.04 enumerate each such contract, specifying:
(i) the counterparty name;
(ii) the contract type (e.g., SaaS subscription, enterprise license, professional services, partnership, reseller, OEM, or other);
(iii) the date of the contract (and any amendments);
(iv) the nature of the change of control provision (consent required, notice required, termination right, or other); and
(v) the current status of any consent or notice process.
Buyer notes that the complete identification and tracking of change of control provisions across the Company's contract portfolio is critical to the Closing and requests the Company's cooperation in preparing a comprehensive Change of Control / Consent Tracker. Buyer intends to share its preliminary tracker with the Company and its counsel separately upon request.
U.S. Government Contracts. Buyer requests confirmation whether any of the Company's contracts with the U.S. government — including, without limitation, the Department of Defense logistics software module contract, the Department of Energy procurement platform contract, and the General Services Administration enterprise license — contain novation requirements, assignment-consent provisions, or other change of control provisions that are triggered by the Merger. To the extent that novation applications or other notifications are required under the Federal Acquisition Regulation (FAR 42.12) or agency-specific supplements, Buyer requests that the schedule identify each such requirement and the anticipated timeline for completion.
2.5 Schedule 3.05 — Financial Statements
Buyer requests that Schedule 3.05 include complete copies of the Company's audited consolidated financial statements for each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, together with the reports thereon of the Company's independent registered public accounting firm, Hargrove Thornton LLP (Lead Audit Partner: Margaret Dawson). To the extent that such financial statements have been uploaded to the VDR, Buyer requests that the schedule include index references to the corresponding VDR documents.
Buyer notes that the financial data referenced in the Merger Agreement for fiscal year 2024 includes total revenue of $487,000,000 (comprised of annual recurring revenue of approximately $441,000,000 and professional services revenue of approximately $46,000,000) and Adjusted EBITDA of $121,800,000 (representing an Adjusted EBITDA margin of approximately 25.0%). Buyer requests that the schedule include a detailed reconciliation of Adjusted EBITDA to GAAP net income for each of fiscal years 2022, 2023, and 2024, identifying each adjustment category (including but not limited to stock-based compensation, depreciation and amortization, transaction-related expenses, non-recurring charges, and any other adjustments) and the dollar amount of each such adjustment.
Buyer further requests disclosure of any changes in accounting policies, principles, or practices adopted by the Company or any subsidiary during the periods covered by the financial statements, any restatements or reclassifications of previously reported financial results, and any material audit adjustments proposed by Hargrove Thornton LLP (whether or not accepted by the Company).
In addition, Buyer notes that Luminex Systems Inc. (the U.S. Operating Subsidiary) reported U.S. revenue of approximately $194,800,000 for fiscal year 2024. Buyer requests that the schedule include segment-level financial information — including revenue, cost of revenue, and operating income — broken out by entity and by geographic region (DACH region — approximately 35% of total revenue; North America — approximately 40%; UK & Nordics — approximately 15%; and Asia-Pacific — approximately 10%), to the extent such information is available and consistent with the Company's internal management reporting.
2.6 Schedule 3.06 — Absence of Certain Changes (No Material Adverse Effect)
Buyer requests that Schedule 3.06 disclose any and all events, developments, conditions, or changes occurring since the date of the most recent balance sheet included in the Company's financial statements (December 31, 2024) that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect on the Company, taking into account the definition of "Material Adverse Effect" set forth in Section 1.01 of the Merger Agreement (including the agreed carve-outs for (i) general economic or market conditions, (ii) conditions generally affecting the enterprise software industry, (iii) changes in applicable law or regulations, (iv) pandemics, epidemics, or public health emergencies, and (v) changes in GAAP or applicable accounting standards — in each case, except to the extent such conditions, changes, or effects disproportionately affect the Company relative to other companies operating in the enterprise software industry).
Without limiting the foregoing, Buyer specifically requests:
(a) Disclosure of any customer losses, significant annual recurring revenue ("ARR") churn, or material changes in net new bookings or renewal rates since December 31, 2024, including the identity of any customer representing more than $2,000,000 in ARR that has terminated, failed to renew, or provided notice of intent to terminate or not renew any contract with the Company or any subsidiary;
(b) Disclosure of any material changes in the Company's pipeline, backlog, or contracted revenue since December 31, 2024; and
(c) Confirmation that, since the date of the Merger Agreement (March 24, 2025), the Company has not (i) incurred capital expenditures in excess of $5,000,000, (ii) hired any employee or independent contractor with aggregate annual base salary or compensation in excess of $250,000, or (iii) entered into any contract commitment in excess of $2,000,000, in each case, outside the ordinary course of business consistent with past practice, without Buyer's prior written consent as required by Section 5.01 of the Merger Agreement.
2.7 Schedule 3.07 — Material Contracts
Buyer has reviewed the list of material contracts included on Schedule 3.07 and believes that the schedule is incomplete in several respects. Buyer requests that the schedule be supplemented to include the following categories of contracts:
(a) Contracts with Annual Value in Excess of $2,000,000. All contracts to which the Company or any subsidiary is a party that involve annual payments to or from the Company or any subsidiary in excess of $2,000,000, or that have an aggregate value over the contract term in excess of $5,000,000.
(b) Government Contracts. All contracts with any governmental authority, including specifically (i) the Department of Defense logistics software module contract, (ii) the Department of Energy procurement platform contract, and (iii) the General Services Administration enterprise license, together with, for each such contract, the contract number, contracting agency, contract type (e.g., firm-fixed-price, cost-plus, time-and-materials), term, total contract value (including all option periods), current period of performance, and applicable renewal or extension provisions.
(c) Most-Favored-Nation, Exclusivity, Non-Compete, and Non-Solicitation Provisions. All contracts containing most-favored-nation pricing clauses, exclusivity provisions, non-competition covenants, or non-solicitation covenants (in each case, whether applicable to the Company or its subsidiaries as the bound party or the beneficiary).
(d) Intercompany Agreements. All intercompany agreements among the Company and its subsidiaries, including specifically the intellectual property licensing arrangement between Luminex Systems AG and Luminex Systems Inc. pursuant to which Luminex US pays a royalty to Luminex AG at a current rate of 4.5% of U.S. net revenues. Buyer requests that the schedule include a summary of the material terms of each intercompany agreement, including the parties, subject matter, payment terms, and termination provisions.
(e) Joint Ventures, Partnerships, and Strategic Alliances. All joint venture agreements, partnership agreements, strategic alliance agreements, and similar collaborative arrangements to which the Company or any subsidiary is a party.
Buyer reiterates the request set forth in Section 2.4 above regarding the identification of change of control provisions in material contracts. As noted, Buyer's preliminary review has identified approximately 340 commercial contracts and 26 enterprise license agreements containing change of control or assignment-consent provisions, and Buyer requests that Schedule 3.07 be cross-referenced with Schedule 3.04 to ensure completeness and consistency.
2.8 Schedule 3.08 — Intellectual Property
Buyer requests that Schedule 3.08 be supplemented to include a complete and detailed list of all of the Company's and its subsidiaries' intellectual property, as follows:
(a) Registered intellectual Property. All patents, patent applications (including provisional applications), registered trademarks (including the "Luminex One" platform brand and all related marks), registered copyrights, and registered domain names, together with, for each item, the registration or application number, the jurisdiction of registration, the date of registration or filing, the registered owner, and the expiration or renewal date.
(b) Material Unregistered intellectual Property. All material unregistered intellectual property, including unregistered trademarks, common law marks, proprietary software, and know-how, with a description sufficient to identify the nature and scope of the intellectual property interest.
(c) intellectual Property Licenses — Inbound. All licenses, sublicenses, or other agreements pursuant to which the Company or any subsidiary has been granted rights to use any third-party intellectual property, including the license types, scope of rights, royalty or fee obligations, and any restrictions on use.
(d) intellectual Property Licenses — Outbound. All licenses, sublicenses, or other agreements pursuant to which the Company or any subsidiary has granted rights to any third party to use the Company's intellectual property, including the intercompany license between Luminex AG and Luminex US referenced above.
(e) Open-Source Software. A complete inventory of all open-source software components incorporated into, linked with, or distributed with the Luminex One platform and any other products or services offered by the Company or its subsidiaries, including the name and version of each component, the applicable open-source license type (e.g., MIT, Apache 2.0, GPL, LGPL, AGPL, MPL, BSD), and an identification of any copyleft, reciprocal, or share-alike obligations that may require the Company to disclose, license, or distribute its proprietary source code.
(f) intellectual Property Disputes. All pending, threatened, or contemplated claims, actions, oppositions, cancellation proceedings, or disputes relating to the Company's intellectual property, including any claims by third parties of infringement, misappropriation, or other violation, and any claims by the Company against third parties.
Buyer notes that the schedule, as delivered, does not appear to address the Company's trade secrets, proprietary algorithms, or other confidential proprietary information underlying the Luminex One platform's core ERP functionality, procurement automation modules, and supply-chain analytics capabilities. Given the centrality of this intellectual property to the Company's business and the value of the transaction, Buyer requests that the schedule be supplemented to describe the Company's trade secret protection program, including the types of proprietary information and algorithms maintained as trade secrets, the measures employed to protect their confidentiality, and any known or suspected instances of unauthorized disclosure.
2.9 Schedule 3.09 — Tax Matters
Buyer requests that Schedule 3.09 be supplemented to include the following information:
(a) Tax Filing Jurisdictions. A complete list of all jurisdictions (federal, state, local, and foreign) in which the Company and each of its subsidiaries files, or is required to file, income tax, franchise tax, value-added tax, or other material tax returns. Based on Buyer's understanding, this list should include, at a minimum, the United States (federal), Delaware, Virginia, California, and any other U.S. state in which the Company or Luminex US has nexus, as well as Switzerland (federal and cantonal), Germany, the United Kingdom, and Singapore. To the extent that the Company or any subsidiary has filing obligations in additional jurisdictions, such jurisdictions should be identified.
(b) Pending Tax Audits and Disputes. A complete description of all pending or threatened tax audits, examinations, assessments, deficiency notices, or disputes involving the Company or any subsidiary, including the jurisdiction, the tax periods under examination, the nature of the issues involved, and the potential liability exposure.
(c) Tax-Sharing Agreements. A complete description of all tax-sharing, tax-indemnity, tax-allocation, or similar agreements among the Luminex entities, including the material terms of each such agreement and whether any such agreement will survive or terminate upon the consummation of the Merger.
(d) Section 338(h)(10) Election. Buyer is currently evaluating, in consultation with its tax advisors, the potential availability and desirability of making a joint election under Section 338(h)(10) of the Internal Revenue Code (or any corresponding provision of state or local tax law) with respect to the acquisition of Luminex Systems Inc. Buyer requests that the schedule disclose any facts, circumstances, or conditions that could affect the availability or tax cost of such an election, including (i) the current adjusted tax basis of Luminex US's assets, (ii) any built-in gains or losses with respect to Luminex US's assets, (iii) any net operating loss carryforwards or tax credit carryforwards of Luminex US, and (iv) any prior Section 338 elections or similar transactions involving Luminex US.
(e) Transfer Pricing. Buyer requests disclosure of all transfer pricing positions taken by the Company or any subsidiary on prior returns, including the methodology and documentation supporting the intercompany royalty rate of 4.5% of U.S. net revenues paid by Luminex Systems Inc. to Luminex Systems AG. Buyer further requests disclosure of any transfer pricing studies, advance pricing agreements, or mutual agreement procedure proceedings involving any of the Luminex entities, as well as any challenges or inquiries from any taxing authority regarding transfer pricing.
(f) Swiss Withholding Tax. Buyer requests disclosure of the Company's and Luminex AG's positions with respect to Swiss anticipatory withholding tax (Verrechnungssteuer) on distributions from Luminex AG, including (i) any distributions from Luminex AG to Luminex Holdings during the past five years, (ii) the withholding tax treatment applied to such distributions (the statutory rate being 35%, subject to reduction to 5% under the U.S.-Switzerland income tax treaty), (iii) any prior interactions with or rulings from Swiss tax authorities regarding the anticipatory tax treatment of distributions from Luminex AG, and (iv) any outstanding refund claims or disputes relating to Swiss withholding tax.
Buyer's tax counsel (Sylvia Hartwell of this firm) is available to discuss any of the foregoing tax-related comments directly with your tax team.
2.10 Schedule 3.10 — Litigation and Proceedings
Buyer requests that Schedule 3.10 be supplemented to include a complete and detailed list of all pending, threatened, or reasonably contemplated litigation, arbitration, mediation, governmental investigation, regulatory inquiry, enforcement action, or other legal proceeding involving the Company, any subsidiary, or any current or former officer, director, or employee of the Company or any subsidiary (to the extent such proceeding relates to the Company's business or could result in liability to the Company). For each disclosed matter, the schedule should include the parties, forum, case or docket number (if applicable), a description of the claims or allegations, the current status, and the Company's good-faith estimate of the potential liability exposure.
Buyer further notes that the schedule, as delivered, appears to omit certain regulatory matters. Specifically, Buyer requests confirmation whether there are any pending or threatened data privacy or data protection investigations involving Luminex Systems GmbH, Luminex Systems UK Ltd., or Luminex Systems AG, whether by the relevant data protection authority (the German Federal Commissioner for Data Protection, the UK Information Commissioner's Office, or the Swiss Federal Data Protection and Information Commissioner, respectively) or under the EU General Data Protection Regulation ("GDPR"), the Swiss Federal Act on Data Protection ("FADP"), or otherwise. Given the significance of data privacy compliance to the Company's business and the heightened regulatory enforcement environment, Buyer considers complete disclosure in this area essential.
2.11 Schedule 3.11 — Employment Matters
Buyer requests that Schedule 3.11 be supplemented to include the following:
(a) Employee Census. A complete list of all employees of the Company and each subsidiary as of the most recent practicable date, organized by entity and jurisdiction, including each employee's name, title, hire date, location, employment status (full-time, part-time, or temporary), and current base salary or hourly wage. Buyer understands that the Company and its subsidiaries employ approximately 4,200 employees globally, including approximately 1,650 employees at Luminex Systems Inc. in the United States.
(b) Key Executive Employment Agreements. Copies of, or summaries of the material terms of, all employment agreements, offer letters, and compensation arrangements with key executives, including:
(i) Dr. Stefan Kessler, Chief Executive Officer;
(ii) Annelise Gruber, Chief Financial Officer;
(iii) Dr. Markus Vogt, Chief Technology Officer; and
(iv) any other officer, director, or employee with aggregate annual base compensation (salary plus target bonus) in excess of $250,000.
(c) Change of Control and Severance Provisions. Disclosure of all change of control severance provisions, acceleration provisions, or other enhanced termination benefits contained in any employment agreement, offer letter, severance agreement, separation agreement, retention agreement, equity incentive plan, or individual equity award agreement that are triggered by the Merger or by the termination of employment following the Merger (whether "single-trigger" or "double-trigger").
(d) Works Councils, Collective Bargaining, and Co-Determination. Disclosure of any works council, employee representative body, collective bargaining agreement, or co-determination arrangement applicable to any employees of the Company or any subsidiary, with particular attention to any such arrangements at Luminex Systems GmbH in Germany (where Buyer understands that co-determination requirements under the German Works Constitution Act (Betriebsverfassungsgesetz) may apply) and Luminex Systems AG in Switzerland.
(e) Employment Claims and Disputes. Disclosure of all pending or threatened employment-related claims, complaints, charges, investigations, or disputes, including any claims before the Equal Employment Opportunity Commission, state fair employment agencies, labor boards, employment tribunals, or similar bodies in any jurisdiction.
2.12 Schedule 3.12 — Employee Benefits
Buyer requests that Schedule 3.12 be supplemented to include the following:
(a) Benefit Plans. A complete list and description of all employee benefit plans, programs, policies, and arrangements maintained, contributed to, or sponsored by the Company or any subsidiary, or under which the Company or any subsidiary has any liability (whether current or contingent), including:
(i) retirement plans (including any defined benefit pension plans, defined contribution plans, 401(k) plans, and similar arrangements);
(ii) health and welfare plans (including medical, dental, vision, life insurance, disability, and similar plans);
(iii) equity incentive plans and individual equity awards (including any stock option plans, restricted stock plans, RSU plans, performance stock unit plans, phantom equity plans, and stock purchase plans);
(iv) deferred compensation arrangements (including any nonqualified deferred compensation plans subject to Section 409A of the Internal Revenue Code);
(v) severance and retention plans;
(vi) Swiss social insurance obligations (AHV/IV/EO, BVG/LPP occupational pension, and supplemental insurance);
(vii) German statutory social benefit obligations (including contributions to statutory health insurance, pension insurance, unemployment insurance, and long-term care insurance);
(viii) Singapore Central Provident Fund ("CPF") obligations; and
(ix) any other material employee benefit plans or arrangements.
(b) Unfunded or Underfunded Liabilities. Disclosure of any unfunded or underfunded pension or benefit liabilities of the Company or any subsidiary, including the amount of any such deficiency as of the most recent actuarial valuation date.
(c) ERISA, Section 409A, and Section 280G. Identification of any plans or arrangements that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 409A of the Internal Revenue Code, or Section 280G of the Internal Revenue Code. With respect to Section 280G, Buyer requests that the schedule include a preliminary analysis of any potential "excess parachute payment" exposure arising in connection with the Merger, including identification of all "disqualified individuals" (as defined in Section 280G(c)) and the estimated aggregate "parachute payments" (as defined in Section 280G(b)(2)) payable to each such individual.
2.13 Schedule 3.13 — Real Property
Buyer requests that Schedule 3.13 include a complete list of all real property owned or leased by the Company or any subsidiary, together with the following information for each property:
(a) Reston, Virginia (United States) — Headquarters. 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191. Buyer requests disclosure of the landlord identity, lease commencement and expiration dates, current monthly or annual rent, renewal or extension options, any assignment or subletting consent requirements (including any change of control provisions), and any security deposits or letters of credit.
(b) Zürich, Switzerland. Bahnhofstrasse 71, 8001 Zürich, Switzerland. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.
(c) Munich, Germany. Leopoldstrasse 120, 80802 Munich, Germany. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.
(d) London, United Kingdom. 14 Broadwick Street, London W1F 8HN, United Kingdom. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.
(e) Singapore. 8 Marina Boulevard, #36-01, Singapore 018981. Buyer requests disclosure of the same lease terms and provisions identified in clause (a) above.
For each leased property, Buyer requests that the schedule specifically identify whether the applicable lease contains any consent-to-assignment or change of control provisions that are triggered by the Merger or by a change of control of the Company, and the status of any required consent or notice process.
2.14 Schedule 3.14 — Insurance
Buyer requests that Schedule 3.14 include a complete list of all insurance policies maintained by the Company and each of its subsidiaries, together with, for each policy, the insurer name, policy number, type of coverage, policy period, limits of liability, deductibles or self-insured retentions, and annual premium. The types of coverage should include, at a minimum:
(a) commercial general liability;
(b) professional liability / errors and omissions;
(c) cyber liability and data breach;
(d) property and business interruption;
(e) directors' and officers' liability;
(f) employment practices liability;
(g) key-person insurance; and
(h) umbrella or excess liability.
Buyer notes that Section 6.07 of the Merger Agreement contemplates the procurement of a six (6)-year "tail" directors' and officers' liability insurance policy to be placed with Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473) with an aggregate limit of not less than $50,000,000. Buyer requests confirmation of the current directors' and officers' liability insurance policy details (including the current insurer, policy number, coverage limit, and premium), and whether the current carrier has been notified of the Merger. Buyer further requests disclosure of any pending or anticipated claims under any existing insurance policies, or any circumstances that could reasonably be expected to give rise to a claim.
2.15 Schedule 3.15 — Data Privacy and Security
Given the critical importance of data privacy and security compliance to the Company's business — particularly in light of the Company's U.S. government contracts and the ongoing CFIUS review — Buyer requests that Schedule 3.15 be supplemented to include the following:
(a) Data Processing Activities. A description of all material data processing activities undertaken by the Company and each subsidiary, including the types of personal data collected, the categories of data subjects, the purposes of processing, the legal bases for processing, and the geographic locations where personal data is stored or processed.
(b) Data Protection Registrations. All data protection registrations, notifications, or filings made with data protection authorities in any jurisdiction, including the EU (under the GDPR), Switzerland (under the FADP), the United Kingdom (under the UK Data Protection Act 2018 and UK GDPR), Singapore (under the Personal Data Protection Act 2012), and any U.S. state (including under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and any comparable state privacy law).
(c) Privacy Policies. Copies of, or references to, all current privacy policies, cookie policies, and data processing notices published or maintained by the Company or any subsidiary.
(d) Data Breaches and Incidents. Disclosure of any data breaches, security incidents, unauthorized access events, or other incidents involving the loss, unauthorized disclosure, or compromise of personal data or confidential business data during the past three (3) years, together with a description of the nature and scope of each incident, the remedial measures taken, any notifications made to data protection authorities or affected individuals, and any resulting claims, fines, or penalties.
(e) Data Processing Agreements. A list of all data processing agreements, data sharing agreements, or similar arrangements with significant subprocessors, cloud service providers, or other third parties that process personal data on behalf of the Company or any subsidiary.
Buyer notes the particular relevance of data security and privacy compliance to the CFIUS review process, given that Luminex US holds contracts with the U.S. Department of Defense, the U.S. Department of Energy, and the U.S. General Services Administration, and may have access to controlled unclassified information or other sensitive government data. Complete and accurate disclosure in this area is essential to Buyer's ability to respond to CFIUS inquiries and to satisfy the conditions to Closing.
2.16 Schedule 3.16 — Environmental Matters
Buyer requests confirmation that the Company and each of its subsidiaries are in material compliance with all applicable environmental laws and regulations in each jurisdiction in which they operate, and that there are no pending, threatened, or reasonably anticipated environmental claims, actions, investigations, remediation obligations, or liabilities involving the Company or any subsidiary.
To the extent that any leased property occupied by the Company or any subsidiary has been used for purposes that could give rise to environmental liability — including but not limited to the handling, storage, disposal, or release of hazardous materials, hazardous substances, or hazardous wastes — Buyer requests disclosure of such activities and any related remediation obligations or environmental indemnification provisions in the applicable lease.
2.17 Schedule 3.17 — Brokers and Finders
Buyer requests confirmation that the only broker, investment banker, financial advisor, or finder retained by the Company or the selling stockholders in connection with the Merger is Pinehurst Rothwell & Co. (Samantha Delacroix, Managing Director, 277 Park Avenue, 40th Floor, New York, NY 10172). Buyer requests that the schedule disclose the material terms of the engagement with Pinehurst Rothwell, including the fee structure (retainer, success fee, or other compensation), the amount of any success fee or transaction bonus payable at or in connection with the Closing, and whether such fees are included in the estimated seller transaction expenses of $29,000,000 referenced in the Merger Agreement. To the extent that any other broker, finder, or financial advisor has been engaged by the Company, any subsidiary, or any selling stockholder, or has asserted a claim for compensation in connection with the Merger, Buyer requests immediate disclosure.
3. Working Capital and Financial Covenants
Buyer notes that Section 2.06 of the Merger Agreement establishes a target net working capital of $48,500,000, with a collar of plus or minus $2,500,000 (such that no purchase price adjustment is made if the closing net working capital falls between $46,000,000 and $51,000,000). In order to ensure that the parties are aligned on the calculation of net working capital and to permit Buyer's accounting advisor, Pendleton & Associates LLP (Richard Chow, Partner), to verify the consistency of the Company's methodology with the agreed definition of "Net Working Capital" set forth in the Merger Agreement, Buyer requests the following:
(a) A detailed description of the methodology used by the Company in preparing the preliminary net working capital calculation referenced in the Disclosure Schedules, including the specific line items included in current assets and current liabilities, any exclusions or adjustments, and the accounting principles applied;
(b) A complete schedule of the components of net working capital as of the most recent practicable date (or, if available, a preliminary estimate as of a date within thirty (30) days of the anticipated Closing Date); and
(c) Access to the working capital calculation model (in Microsoft Excel or comparable electronic format) used by the Company in connection with the preparation of the Disclosure Schedules and the negotiation of the target net working capital, together with any supporting workpapers or documentation.
Buyer's accounting advisor is prepared to engage directly with the Company's finance team and its auditors at Hargrove Thornton LLP to coordinate the working capital review process.
4. Update Obligations
Buyer reminds the Company of its obligation under Section 6.05 of the Merger Agreement to supplement and update the Disclosure Schedules between the date of the Merger Agreement and the Closing Date to the extent necessary to ensure the accuracy and completeness of the representations and warranties set forth in Article III of the Merger Agreement as of the Closing Date. Any such supplements or updates shall be delivered to Buyer promptly upon the Company's becoming aware of any information that would cause any representation or warranty to be inaccurate or incomplete in any material respect.
For the avoidance of doubt, the delivery of any supplement or update to the Disclosure Schedules does not constitute, and shall not be deemed to constitute, a waiver of any of Buyer's rights under the Merger Agreement, including Buyer's right to assert that a representation or warranty has been breached for purposes of (i) the conditions to Closing set forth in Article VII of the Merger Agreement, or (ii) the indemnification obligations set forth in Article VIII of the Merger Agreement.
In this regard, Buyer notes the following key indemnification parameters under the Merger Agreement:
(a) The aggregate indemnification cap for claims arising out of breaches of representations and warranties (other than Fundamental Representations and Tax Representations) is $420,000,000 (representing 15% of the aggregate deal value);
(b) General representations and warranties survive the Closing for a period of eighteen (18) months following the Closing Date;
(c) Fundamental Representations (including Organization, Capitalization, Authority, and Brokers) survive the Closing for a period of thirty-six (36) months following the Closing Date; and
(d) Tax Representations survive the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof).
Buyer reserves all rights with respect to the foregoing and expects the Company to fulfill its update obligations promptly and in good faith throughout the pre-Closing period.
5. Reservation of Rights
The comments, requests, and observations set forth in this letter are not exhaustive and do not purport to address every matter that may be relevant to Buyer's review of the Disclosure Schedules. This letter does not constitute, and shall not be construed as, a waiver, release, or limitation of any of Buyer's rights, remedies, or claims under the Merger Agreement, at law, or in equity. Buyer expressly reserves the right to raise additional comments, objections, and requests with respect to the Disclosure Schedules as its due diligence review continues, as additional information becomes available from the Company or third-party sources, and as the regulatory review process progresses.
Buyer's review of the Disclosure Schedules is ongoing, and Buyer's acceptance of any schedule or any disclosure therein in its current form should not be inferred from the absence of a specific comment in this letter. Buyer does not waive any right to object to the adequacy, accuracy, or completeness of any Disclosure Schedule, whether or not specifically addressed herein.
\* \* \*
We respectfully request that the Company and its counsel provide written responses and revised Disclosure Schedules addressing the comments set forth herein within ten (10) business days of the date of this letter (i.e., on or before April 15, 2025). We are available to discuss any of the foregoing comments at the parties' mutual convenience and would suggest scheduling a call among counsel to prioritize the outstanding items and coordinate the schedule update process.
Please do not hesitate to contact the undersigned directly with any questions or to arrange a discussion.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Ryan Kowalski Associate Direct: (212) 558-4187
Email: rkowalski@calderwoodharkness.com
cc: (via email)
James Prentice, Esq., Calderwood & Harkness LLP Sandra Tung, Esq., Calderwood & Harkness LLP Megan Chu, Esq., Calderwood & Harkness LLP Sylvia Hartwell, Esq., Calderwood & Harkness LLP (for tax schedule comments) Elaine Forsythe, Esq., Calderwood & Harkness LLP (for antitrust/regulatory schedule comments) Theodore "Ted" Hargrove, Ardent Capital Partners III LP Victoria Langford, Ardent Capital Partners III LP David Ng, Ardent Capital Partners III LP Patricia Okonkwo, Esq., Caldwell, Raines & Sheppard LLP
Enclosures: None. All comments are contained in the body of this letter. Buyer's preliminary Change of Control / Consent Tracker will be shared separately upon request.

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