MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
TO: James Prentice, Partner, Calderwood & Harkness LLP Sandra Tung, Partner, Calderwood & Harkness LLP
FROM: Ryan Kowalski, Associate, Calderwood & Harkness LLP Megan Chu, Associate, Calderwood & Harkness LLP
DATE: April 14, 2025
RE: Real Property & Leases Due Diligence Summary — Acquisition of Luminex Systems Holdings Inc. by Ardent Capital Partners III LP
MATTER NO.: 1001-00004
This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation and in connection with the rendering of legal advice. It is intended solely for the use of the addressees and other authorized members of the Calderwood & Harkness LLP deal team. Any disclosure, copying, distribution, or use of the contents of this memorandum by any person other than the intended recipients is strictly prohibited.
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I. Executive Summary
This memorandum summarizes the results of the real property and lease due diligence conducted by Calderwood & Harkness LLP in connection with the proposed acquisition of Luminex Systems Holdings Inc. (the "Target," the "Company," or "Luminex Holdings") by Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc., each a wholly owned subsidiary of Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer"), for an aggregate consideration of approximately $2,800,000,000 (the "Transaction"). The Transaction is structured as a reverse triangular merger under the Delaware General Corporation Law, pursuant to which Ardent Apex Merger Sub Inc. will merge with and into Luminex Holdings, with Luminex Holdings surviving the merger as a wholly owned subsidiary of Ardent Apex Holdings Inc.
Scope of Review. Our review encompassed all real property interests held or purportedly held by Luminex Systems Holdings Inc. and its direct and indirect subsidiaries, including:
• Luminex Systems AG, a Swiss Aktiengesellschaft (the "Swiss Entity");
• Luminex Systems Inc., a Delaware corporation ("Luminex US");
• Luminex Systems UK Ltd., a private limited company organized under the laws of England and Wales ("Luminex UK");
• Luminex Systems GmbH, a German Gesellschaft mit beschränkter Haftung ("Luminex Germany"); and
• Luminex Systems Pte. Ltd., a Singapore private limited company ("Luminex Singapore").
Our review included lease agreements, amendments and addenda thereto, estoppel certificates (where available), rent rolls, subleases, landlord correspondence, and memoranda of local counsel engaged in Switzerland, Germany, and Singapore. The relevant documents were made available by the Target's counsel, Caldwell, Raines & Sheppard LLP (Patricia Okonkwo, Partner, and Daniel Feinberg, Associate), through the virtual data room maintained by Sundial Technologies (Venue) in response to the Buyer's Due Diligence Request List dated February 21, 2025 (as supplemented on March 12, 2025 and March 28, 2025). Data room folder and document references are provided throughout this memorandum for ease of cross-reference.
Summary of Key Findings.
1. No Owned Real Property. Luminex Holdings and its subsidiaries do not own any real property in fee simple or hold any other form of freehold interest in real property anywhere in the world. The Company's entire real property footprint consists of leased office and operational space, which is consistent with the Company's business model as a provider of cloud-based enterprise software (SaaS).
2. Five Primary Leased Locations. The Company and its subsidiaries are tenants under lease agreements at five primary locations: (a) Reston, Virginia (U.S. headquarters); (b) Zürich, Switzerland (global headquarters); (c) Munich, Germany (German operations center); (d) London, United Kingdom (UK and Nordics operations); and (e) Singapore (APAC regional headquarters). In addition, the Company maintains a small number of secondary and satellite office leases and co-working arrangements that are not individually material to operations.
3. Change of Control / Consent Requirements. Several of the primary leases contain consent-to-assignment or change of control provisions that will be implicated by the reverse triangular merger. Specifically, the Reston, Virginia lease and the Munich, Germany lease each contain a change of control clause that will require affirmative landlord consent prior to or in connection with the closing. The Zürich, Switzerland lease requires post-closing notice of the indirect change of control. The London and Singapore leases are not expected to require consent or notice, although courtesy notifications are recommended. All lease-related consent and notification items are tracked on the master Change of Control / Consent Tracker maintained by the Calderwood & Harkness deal team.
4. Singapore Lease Expiration. The Singapore lease expires on June 30, 2025, which may be prior to the anticipated closing date (currently targeted for Q3 2025, July–August 2025). A renewal is under negotiation and must be coordinated with the Merger Agreement's interim operating covenant provisions, as the total renewal value may exceed the $2,000,000 contract commitment threshold requiring Buyer pre-approval.
5. No Material Defaults or Disputes. We have not identified any material defaults, outstanding landlord claims, or pending disputes under any of the five primary leases. All rent payments are current and no arrears have been reported.
Local Counsel. In connection with this review, we have received and relied upon memoranda and advice from the following local counsel firms:
• Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld), Zürich, Switzerland — Swiss lease law analysis;
• Wendt Schäfer Rechtsanwälte PartG mbB (Dr. Katarina Wendt), Munich, Germany — German lease law analysis; and
• Tan Liang & Associates LLP (Kelvin Tan), Singapore — Singapore lease law analysis.
Summaries of the local counsel advice are included in Appendix C and are referenced in the relevant sections below.
II. Summary of Findings — No Owned Real Property
Based on our review of the documents and information provided in the data room, together with the representations and warranties of the Company set forth in Article IV of the Agreement and Plan of Merger dated March 7, 2025 (the "Merger Agreement"), and the officer's certificate delivered by CFO Annelise Gruber dated March 20, 2025, we confirm that neither Luminex Systems Holdings Inc. nor any of its subsidiaries owns any real property in fee simple or holds any other form of freehold estate, ground lease, or long-term possessory interest in real property anywhere in the world.
The Company's representations in Section 4.15(a) of the Merger Agreement (Real Property) are consistent with this finding. Section 4.15(a) represents that the Company and its subsidiaries do not own and have never owned any real property.
FIRPTA Implications. The absence of any owned real property interests held by the Target or its U.S. subsidiaries is relevant to the determination of whether Luminex Systems Holdings Inc. constitutes a "United States real property holding corporation" ("USRPHC") within the meaning of Section 897(c)(2) of the Internal Revenue Code. The Target's USRPHC status (or, more precisely, its lack thereof) is a factor in the FIRPTA withholding analysis applicable to payments made to non-U.S. shareholders in connection with the merger. The Target has agreed to deliver at closing a FIRPTA certificate in the form contemplated by Treasury Regulation § 1.1445-2(c)(3), certifying that the Target is not and has not been a USRPHC during the applicable look-back period. The absence of owned real property supports this certification, although the FIRPTA analysis depends on additional factors, including the value of any "United States real property interests" (as broadly defined) relative to the fair market value of the Target's worldwide assets. We cross-reference the separate FIRPTA / NRA Withholding Analysis Memorandum prepared by Sylvia Hartwell, Tax Associate, Calderwood & Harkness LLP, dated April 8, 2025, for a comprehensive treatment of these issues.
Title Insurance. Given the absence of any owned real property, no title insurance policies are in force with respect to the Target or any of its subsidiaries, and no title search was required or conducted in connection with this due diligence review. No survey, environmental site assessment, or property condition report was obtained or reviewed in connection with owned real property.
III. Leased Properties — Detailed Summary
Set forth below is a detailed summary of each of the five primary leases maintained by the Company and its subsidiaries, including a description of the property, key lease terms, renewal options, change of control and consent-to-assignment provisions, and other notable provisions. Data room references are provided in brackets where applicable.
A. Reston, Virginia — U.S. Headquarters (Luminex Systems Inc.)
1. Property Description. The Company's principal U.S. operational headquarters is located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. The tenant under the lease is Luminex Systems Inc. ("Luminex US"), a Delaware corporation and a wholly owned subsidiary of Luminex Systems Holdings Inc. (EIN: 86-2547210). The premises consist of approximately 62,000 rentable square feet, comprising the entirety of Suite 800 (a full floor of approximately 50,000 rentable square feet) and Suite 750 (an expansion space of approximately 12,000 rentable square feet taken under a subsequent amendment, as discussed below).
The Reston office houses the Company's U.S. operational functions, including sales, engineering, customer success, and corporate functions (finance, legal, human resources, and information technology). The Company reports that approximately 1,650 employees are associated with the Reston location, although not all employees are on-site at any given time, as the Company operates a hybrid work model that permits employees to work remotely up to three days per week. The building in which the premises are located is a Class A office tower in the Reston Gateway mixed-use development.
The landlord under the lease is Reston Gateway Property LLC, a Virginia limited liability company. Based on publicly available records and information in the data room, Reston Gateway Property LLC is a special-purpose entity associated with a national commercial real estate investment platform. The building is encumbered by a mortgage in favor of a third-party institutional lender, and a subordination, non-disturbance, and attornment ("SNDA") agreement has been executed for the benefit of the tenant, as discussed further below.
[Data Room Reference: Folder 7.1.1 (Reston Lease); Documents 7.1.1.001–7.1.1.014]
2. Lease Terms. The original lease agreement (the "Reston Lease") was executed as of September 1, 2021, coinciding with the Company's 2021 corporate reorganization and the establishment of Luminex Systems Inc. as the U.S. operating subsidiary. The Reston Lease was subsequently amended by a First Amendment to Lease dated March 15, 2023 (the "First Amendment"), pursuant to which Luminex US expanded into Suite 750, adding approximately 12,000 rentable square feet to the premises.
The principal economic and term-related provisions of the Reston Lease, as amended, are summarized as follows:
Lease Commencement Date: September 1, 2021
Lease Expiration Date: August 31, 2031 (a ten-year term from the commencement date)
Current Annual Base Rent: Approximately $2,480,000, calculated as follows:
• Suite 800 (~50,000 RSF): $40.00 per rentable square foot per annum = $2,000,000
• Suite 750 (~12,000 RSF): $38.00 per rentable square foot per annum = $456,000
• Total: approximately $2,456,000, escalated to approximately $2,480,000 as of the current lease year pursuant to the annual escalation provisions described below
Rent Escalation: Annual escalation of 2.5% of base rent, effective on each anniversary of the commencement date
Additional Rent: The tenant's pro rata share of building operating expenses, real estate taxes, and common area maintenance ("CAM") charges, estimated at approximately $12.50 per rentable square foot per year (approximately $775,000 annually for the combined premises)
Security Deposit: A cash security deposit of $620,000, currently held by the landlord; the deposit is subject to reduction after the fifth lease year if no event of default has occurred, to an amount equal to four months' base rent
Tenant Improvement Allowance: The landlord provided a tenant improvement allowance of $50.00 per rentable square foot for Suite 800 (approximately $2,500,000) and $45.00 per rentable square foot for Suite 750 (approximately $540,000). Both allowances have been fully drawn and expended. The unamortized portion of the tenant improvement allowance is relevant to the calculation of the early termination fee, as discussed below.
3. Renewal Options. The Reston Lease provides the tenant with two (2) successive five-year renewal options, each exercisable at ninety-five percent (95%) of the then-prevailing fair market rent for comparable office space in the Reston, Virginia submarket. The first renewal option, if exercised, would extend the lease term through August 31, 2036, and the second renewal option, if exercised, would extend the lease term through August 31, 2041.
Exercise of each renewal option requires written notice to the landlord not less than twelve (12) months prior to the expiration of the then-current term. In the event of a dispute regarding fair market rent, the lease provides for determination by a panel of three MAI-designated appraisers (one selected by each party and a third selected by the first two appraisers).
The renewal options are personal to Luminex US and its permitted successors and assigns, and will survive the change of control contemplated by the Transaction, subject to landlord consent as discussed below.
4. Consent-to-Assignment / Change of Control Provisions. Section 12.1 of the Reston Lease contains a consent-to-assignment clause that is directly relevant to the Transaction. The key provisions are as follows:
(a) General Assignment Restriction. The tenant may not assign the lease, sublease the premises (or any portion thereof), or otherwise transfer any interest in the lease or the premises without the prior written consent of the landlord, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) Change of Control Definition. Section 12.1(c) of the Reston Lease defines "assignment" to include, without limitation, any "Change of Control" of the tenant entity. For purposes of this provision, a "Change of Control" is defined as (i) any transfer, issuance, or redemption of equity interests in the tenant that results in a change of more than fifty percent (50%) of the voting control or economic interests of the tenant; (ii) any merger, consolidation, or reorganization involving the tenant or its parent entity in which the pre-transaction equity holders of the tenant's ultimate parent entity do not retain a majority of the voting control of the surviving or resulting entity; or (iii) any sale of all or substantially all of the assets of the tenant.
(c) Application to the Transaction. The reverse triangular merger contemplated by the Merger Agreement, in which Ardent Apex Merger Sub Inc. will merge with and into Luminex Holdings (the indirect parent of Luminex US), with Luminex Holdings surviving as a wholly owned subsidiary of Ardent Apex Holdings Inc., will result in a change of control of Luminex US for purposes of Section 12.1(c) of the Reston Lease. Following the merger, the pre-transaction equity holders of Luminex Holdings will no longer retain any voting control of Luminex Holdings or, indirectly, of Luminex US. Accordingly, landlord consent is required prior to the consummation of the Transaction.
(d) Standard of Consent. As noted above, the landlord's consent is not to be unreasonably withheld, conditioned, or delayed. The Reston Lease does not enumerate specific factors that the landlord may consider in evaluating the consent request, but under Virginia law, a landlord's withholding of consent is generally deemed unreasonable if the proposed assignee (or, in this case, the post-transaction parent) is financially sound and the use of the premises will remain unchanged.
(e) Recapture Right. Section 12.2 of the Reston Lease grants the landlord a recapture right (i.e., the right to terminate the lease and recapture the premises) in the event that the tenant proposes to sublet more than fifty percent (50%) of the premises to a third party. This recapture right does not apply to changes of control and is not triggered by the Transaction.
(f) Status of Consent Outreach. A consent request letter was delivered to Reston Gateway Property LLC and its counsel on March 27, 2025. The landlord has acknowledged receipt and has requested updated financial information regarding the post-closing parent entity (Ardent Apex Holdings Inc.) and the sponsoring fund (Ardent Capital Partners III LP). A financial information package, including audited financial statements for Ardent Capital Partners III LP (Fund III) and a summary of Ardent Capital's assets under management, was prepared by Ryan Kowalski and delivered to the landlord's counsel on April 4, 2025. We are awaiting the landlord's formal response. This item is tracked on the Change of Control / Consent Tracker (Entry No. RE-001).
5. Other Notable Provisions.
(a) Right of First Offer. Section 14.3 of the Reston Lease grants the tenant a right of first offer on adjacent space on the seventh floor of the building (approximately 8,000 rentable square feet). If the landlord intends to lease the adjacent space to a third party, the landlord must first offer the space to the tenant on the same terms. The right of first offer is subordinate to rights previously granted to other tenants in the building.
(b) Early Termination Right. Section 3.4 of the Reston Lease grants the tenant the right to terminate the lease effective August 31, 2028 (after the seventh lease year), subject to the following conditions: (i) the tenant must provide not less than twelve (12) months' prior written notice of its election to terminate; and (ii) the tenant must pay an early termination fee equal to the sum of (x) the unamortized balance of the tenant improvement allowance (amortized on a straight-line basis over the initial ten-year term) and (y) the unamortized balance of the landlord's brokerage commission. Based on the amortization schedules provided in the data room, the estimated early termination fee as of August 31, 2028 would be approximately $1,200,000.
(c) SNDA Agreement. A subordination, non-disturbance, and attornment agreement was executed among the landlord, the tenant, and the building's mortgage lender (identified in the data room as Thackeray Assurance) as of September 1, 2021. The SNDA provides that, so long as the tenant is not in default under the lease, the mortgage lender will not disturb the tenant's possession of the premises in the event of a foreclosure or transfer in lieu of foreclosure.
(d) Defaults and Disputes. Based on our review of the lease, amendments, landlord correspondence, and the representations of the Company's counsel, no material defaults or pending disputes have been identified under the Reston Lease. All rent payments are current, and no notices of default have been issued by either party.
B. Zürich, Switzerland — Global Headquarters (Luminex Systems AG)
1. Property Description. The Company's global headquarters is located at Bahnhofstrasse 71, 8001 Zürich, Switzerland. The tenant under the lease is Luminex Systems AG ("Luminex AG"), a Swiss Aktiengesellschaft registered in the Commercial Register of the Canton of Zürich under registration number CHE-284.391.057. Luminex AG is a direct subsidiary of Luminex Systems Holdings Inc.
The premises consist of approximately 28,000 square feet (approximately 2,600 square meters) of office space across two floors of a commercial building situated on one of Zürich's premier business addresses. The Zürich office serves as the global headquarters of Luminex AG and houses the Company's executive leadership team, including Chief Executive Officer Dr. Stefan Kessler, Chief Financial Officer Annelise Gruber, and Chairman of the Board of Directors Roland Merz. The office also accommodates the Company's DACH (Germany, Austria, and Switzerland) sales team and product management functions. The Company reports that approximately 220 employees are based in the Zürich office.
The landlord under the lease is Bahnhofstrasse Immobilien AG, a Swiss company. Based on publicly available information, the landlord is a privately held Swiss real estate holding company with a portfolio of commercial properties in the Zürich central business district.
[Data Room Reference: Folder 7.1.2 (Zürich Lease); Documents 7.1.2.001–7.1.2.009]
2. Lease Terms. The original lease agreement (the "Zürich Lease") was entered into as of January 1, 2015, predating the establishment of the U.S. holding company structure. The Zürich Lease was renewed effective January 1, 2020 for an additional ten-year term, as reflected in the lease renewal agreement dated August 15, 2019 (the "Zürich Renewal Agreement").
The principal economic and term-related provisions of the Zürich Lease, as renewed, are summarized as follows:
Lease Commencement Date (Renewal Term): January 1, 2020
Lease Expiration Date: December 31, 2029
Current Annual Base Rent: Approximately CHF 2,100,000 per annum. Consistent with Swiss commercial lease practice, the stated rent is inclusive of ancillary costs (Nebenkosten), encompassing the tenant's share of building operating expenses, common area maintenance, heating, and building insurance. The current annual rent reflects adjustments made pursuant to the indexation clause described below.
Indexation: The base rent is indexed to the Swiss Consumer Price Index ("Landesindex der Konsumentenpreise") published by the Swiss Federal Statistical Office. Adjustments are made annually on January 1 of each year, based on the change in the index over the preceding twelve-month period. The most recent adjustment, effective January 1, 2025, resulted in a modest increase of approximately 1.4%.
Security Deposit: A bank guarantee (Bankgarantie) in the amount of CHF 525,000, representing approximately three months' base rent, has been issued by Greaves Commerce Bank in favor of the landlord. The guarantee is held by the landlord's designated bank in accordance with Swiss law (Code of Obligations, Art. 257e) and applicable cantonal regulations regarding the deposit of tenant security.
3. Renewal Options. The Zürich Lease includes one (1) contractual renewal option for a five-year term commencing January 1, 2030 and expiring December 31, 2034. The renewal rent is to be determined at the then-prevailing market rate for comparable Class A office space in the Zürich central business district. The tenant must exercise the renewal option by delivering written notice to the landlord not less than twelve (12) months prior to the expiration of the current term (i.e., by December 31, 2028).
In the event the parties are unable to agree on the renewal rent within sixty (60) days following the exercise of the renewal option, the Zürich Lease provides for determination of the market rent by an independent expert appointed by the President of the Zürich Chamber of Commerce.
4. Consent-to-Assignment / Change of Control Provisions. The analysis of the consent-to-assignment and change of control implications of the Transaction with respect to the Zürich Lease involves both Swiss statutory law and the specific contractual provisions of the lease.
(a) Swiss Statutory Framework. Under Article 263 of the Swiss Code of Obligations ("OR"), a commercial tenant has a statutory right to assign (übertragen) a lease to a third party, subject to the landlord's written consent. The landlord may refuse consent only for good cause ("wichtiger Grund"), such as the proposed assignee's lack of financial capacity. However, Article 263 applies to direct assignments of the lease agreement itself and does not apply to indirect changes of control at the parent company level where the tenant entity (Luminex AG) remains unchanged as the party to the lease.
(b) Contractual Change of Control Clause. Section 8.3 of the Zürich Lease contains a supplementary contractual clause requiring the tenant to provide written notice to the landlord of any direct or indirect change in the controlling ownership ("kontrollierende Beteiligung") of the tenant entity within thirty (30) days of such change. This clause imposes a notification obligation but does not condition the change of control on the landlord's consent. Critically, the clause does not grant the landlord a right of termination or other remedy in connection with an indirect change of control, provided that the notification is timely made.
(c) Application to the Transaction. The reverse triangular merger will result in an indirect change of control of Luminex AG, as the merger will cause Luminex Holdings (the direct parent of Luminex AG) to become a wholly owned subsidiary of Ardent Apex Holdings Inc. Luminex AG itself will remain as the tenant under the Zürich Lease, and no assignment of the lease will occur. Accordingly, under Swiss law and under the terms of the Zürich Lease, landlord consent is not required for the Transaction. The only obligation triggered is the requirement to deliver written notice to the landlord within thirty (30) days of the closing of the merger.
(d) Local Counsel Confirmation. Dr. Lukas Breitfeld of Breitfeld Hess & Partner AG has reviewed the Zürich Lease and the Transaction structure and has confirmed the foregoing interpretation in a memorandum dated April 2, 2025 (the "Breitfeld Memo"). Dr. Breitfeld has further confirmed that no termination right in favor of the landlord is triggered solely by an indirect change of control of the tenant, and that failure to deliver timely notice would not, by itself, constitute a material breach of the lease entitling the landlord to terminate. Nevertheless, Dr. Breitfeld recommends timely compliance with the notice obligation to maintain the landlord relationship and avoid any potential claim of breach.
(e) Status of Notification. A draft notice of indirect change of control has been prepared by Breitfeld Hess & Partner AG and is being held for delivery within thirty (30) days of the closing of the merger. This item is tracked on the Change of Control / Consent Tracker (Entry No. RE-002).
5. Other Notable Provisions.
(a) Governing Law and Jurisdiction. The Zürich Lease is governed by Swiss law. Any disputes arising under or in connection with the lease are subject to the exclusive jurisdiction of the courts of the Canton of Zürich.
(b) Maintenance Obligations. The tenant is responsible for interior maintenance and repair of the leased premises, including floor coverings, interior walls, and tenant-installed fixtures. The landlord is responsible for structural maintenance and repair, including the building's roof, exterior walls, common areas, and building systems (HVAC, electrical, plumbing).
(c) Subletting. Section 9.2 of the Zürich Lease permits the tenant to sublet up to twenty-five percent (25%) of the premises to third parties, subject to prior written notice to the landlord. Landlord consent is not required for subletting within this threshold. Subletting of more than twenty-five percent (25%) of the premises requires landlord consent. The Company has confirmed that no portion of the Zürich premises is currently sublet.
(d) Defaults and Disputes. Based on our review, no defaults or pending disputes have been identified under the Zürich Lease. All rent payments are current.
C. Munich, Germany (Luminex Systems GmbH)
1. Property Description. The Company's German operations center is located at Leopoldstrasse 120, 80802 Munich, Germany, in the Schwabing-Freimann district of Munich, a well-established commercial and university quarter. The tenant under the lease is Luminex Systems GmbH ("Luminex Germany"), a German limited liability company registered in the commercial register (Handelsregister) of the Munich local court (Amtsgericht München) under registration number HRB 247891. Luminex Germany is an indirect subsidiary of Luminex Systems Holdings Inc., held through Luminex Systems AG.
The premises consist of approximately 18,000 square feet (approximately 1,670 square meters) of office space, including an original space and an expansion space taken under a subsequent amendment. The Munich office houses the Company's German engineering, sales, and customer support teams for the DACH region, with approximately 280 employees.
The landlord is Münchener Gewerbe Grundstücks GmbH & Co. KG, a German limited partnership (Kommanditgesellschaft). Based on data room information, the landlord is a mid-sized German commercial real estate company with holdings in the greater Munich metropolitan area.
[Data Room Reference: Folder 7.1.3 (Munich Lease); Documents 7.1.3.001–7.1.3.011]
2. Lease Terms. The original lease agreement (the "Munich Lease") was executed as of April 1, 2017, for a ten-year term. The Munich Lease was subsequently amended by a first amendment (Nachtrag Nr. 1) dated May 1, 2022 (the "Munich Amendment"), pursuant to which Luminex Germany expanded into additional space of approximately 4,000 square feet (approximately 370 square meters) on the same floor of the building.
The principal economic and term-related provisions of the Munich Lease, as amended, are summarized as follows:
Original Lease Commencement Date: April 1, 2017
Original Lease Expiration Date: March 31, 2027 (ten-year term from commencement)
Expansion Space Term: The Munich Amendment extended the lease term for the expansion portion through March 31, 2029. The original space remains subject to the original March 31, 2027 expiration date, although the parties' course of dealing and the renewal option (discussed below) suggest an intent to harmonize the terms. It should be noted that the original space expiration precedes the expansion space expiration by two years; this bifurcated term structure introduces a moderate degree of complexity that should be addressed in connection with any future renewal or restructuring of the lease.
Current Annual Base Rent: Approximately €540,000 per annum, calculated as follows:
• Original space (~1,300 sqm): €32.00 per square meter per month = approximately €498,000 per annum
• Expansion space (~370 sqm): €34.00 per square meter per month = approximately €150,960 per annum
• Total: approximately €648,960 per annum at face rates, although the data room rent roll indicates a blended annual base rent of approximately €540,000 after accounting for the rent-free period credit applied during the expansion buildout; current stabilized annual base rent is approximately €540,000
Ancillary Costs (Nebenkosten): In addition to base rent, the tenant is responsible for its pro rata share of building ancillary costs (Nebenkosten), including heating, water, elevator maintenance, property management, building insurance, and property taxes (Grundsteuer). The estimated ancillary cost charge is approximately €9.00 per square meter per month, or approximately €180,000 per annum for the combined premises.
Security Deposit: A bank guarantee (Bankbürgschaft) in the amount of €135,000, issued by Adriatic Trust Bank in favor of the landlord.
3. Renewal Options. The Munich Lease provides the tenant with one (1) contractual renewal option for a three-year term, which, if exercised, would extend the lease (as to all premises) through March 31, 2032. The renewal option must be exercised by written notice to the landlord not less than nine (9) months prior to the expiration of the then-current term. The renewal rent is to be determined by negotiation between the parties; in the absence of agreement within ninety (90) days following the exercise of the renewal option, the rent will be determined by an independent surveyor (öffentlich bestellter und vereidigter Sachverständiger) appointed by the Munich Chamber of Industry and Commerce (IHK).
4. Consent-to-Assignment / Change of Control Provisions. The consent-to-assignment and change of control analysis for the Munich Lease is more complex than for the other jurisdictions, due to the interaction between the contractual change of control clause and the applicable German legal framework.
(a) German Legal Framework. Under German commercial lease law, a tenant generally may not assign a lease without the landlord's consent. However, unlike the Swiss statutory framework (which provides a statutory right of assignment subject to landlord consent for good cause), German law does not provide a tenant with an affirmative statutory right to assign a commercial lease. The general principle under German law is that an indirect change of control at the parent company level—where the tenant entity (Luminex Germany) remains unchanged as the party to the lease—does not constitute an assignment of the lease and, in the absence of a specific contractual provision, would not trigger the landlord's consent right.
(b) Contractual Change of Control Clause. The Munich Lease departs from the default German legal position by including a specific change of control clause in Section 11.4. This clause defines a "Change of Control" ("Kontrollwechsel") as a change of more than fifty percent (50%) of the direct or indirect voting interests or economic interests (Stimmrechte oder wirtschaftliche Beteiligungen) of the tenant entity. The clause further provides that any Change of Control requires the prior written consent of the landlord, which consent shall not be unreasonably withheld ("nicht unbillig verweigert werden").
(c) Application to the Transaction. The reverse triangular merger will result in a complete change of the indirect ownership of Luminex Germany. Following the merger, the ultimate controlling owner of Luminex Germany will change from the pre-transaction shareholders of Luminex Holdings to Ardent Capital Partners III LP (through Ardent Apex Holdings Inc.). This change will clearly exceed the fifty percent (50%) threshold set forth in Section 11.4 of the Munich Lease. Accordingly, landlord consent is required.
(d) Reasonableness Standard. The Munich Lease provides that the landlord's consent shall not be unreasonably withheld. Under German law, a landlord acts unreasonably in withholding consent where the proposed change of control does not adversely affect the landlord's legitimate interests, including (i) the financial capacity of the tenant to perform its obligations under the lease and (ii) the continued use of the premises for the permitted purpose. Given the financial strength of Ardent Capital Partners III LP (approximately $12.5 billion in committed capital for Fund III, with approximately $31.4 billion in firm-wide assets under management) and the absence of any proposed change in use, we assess the risk of unreasonable withholding as low. In the event that the landlord unreasonably withholds consent, German law provides the tenant with a right to seek a court order (gerichtliche Ersetzung der Zustimmung) substituting the court's consent for that of the landlord, although this remedy would involve delay and litigation cost.
(e) Local Counsel Engagement. Dr. Katarina Wendt of Wendt Schäfer Rechtsanwälte PartG mbB has been engaged to prepare the consent request letter and to advise on the interaction between the contractual change of control clause and the specific structure of the reverse triangular merger. Dr. Wendt has noted that, because the change of control clause refers to "direct or indirect" interests, the clause clearly captures the Transaction notwithstanding that the merger occurs at the grandparent level (Luminex Holdings) rather than at the level of Luminex Germany itself or its direct parent (Luminex AG).
(f) Status of Consent Outreach. A consent request letter (Zustimmungsanfrage) was prepared by Wendt Schäfer Rechtsanwälte and delivered to Münchener Gewerbe Grundstücks GmbH & Co. KG on April 1, 2025, together with a summary of the Transaction structure and the identity and financial capacity of the Buyer. We are awaiting the landlord's response. This item is tracked on the Change of Control / Consent Tracker (Entry No. RE-003).
5. Other Notable Provisions.
(a) Governing Law and Jurisdiction. The Munich Lease is governed by German law. Any disputes arising under or in connection with the lease are subject to the jurisdiction of the courts of Munich (Landgericht München I).
(b) Early Termination. The Munich Lease does not provide the tenant with an early termination right. The lease can only be terminated prior to expiration by mutual agreement or for cause (aus wichtigem Grund) in accordance with applicable German law.
(c) Works Council (Betriebsrat) Considerations. Luminex Germany maintains a works council (Betriebsrat) established in accordance with the German Works Constitution Act (Betriebsverfassungsgesetz). The works council has informational and consultation rights with respect to significant changes to the workplace, including any relocation or material modification of the office premises. The lease agreement itself is not subject to works council approval or consent. However, the deal team should be aware that any post-closing relocation or consolidation of the Munich office would require advance consultation with the works council under Sections 111–113 of the Works Constitution Act. This consideration is noted here for completeness but does not affect the closing of the Transaction.
(d) Defaults and Disputes. Based on our review, no defaults or pending disputes have been identified under the Munich Lease. All rent and ancillary cost payments are current.
D. London, United Kingdom (Luminex Systems UK Ltd.)
1. Property Description. The Company's UK and Nordics operations are based at 14 Broadwick Street, London W1F 8HN, United Kingdom, in the Soho district of the West End. The tenant under the lease is Luminex Systems UK Ltd. ("Luminex UK"), a private limited company incorporated under the laws of England and Wales (Company Number 12847362). Luminex UK is an indirect subsidiary of Luminex Systems Holdings Inc., held through Luminex Systems AG.
The premises consist of approximately 14,500 square feet (approximately 1,350 square meters) of office space across two floors of a mid-rise commercial building. The London office houses the Company's UK and Nordics sales, marketing, and customer success teams, with approximately 190 employees.
The landlord is Broadwick Street Investments Limited, an English company. Based on publicly available Companies House records and information provided in the data room, the landlord is a subsidiary of a London-focused commercial real estate investment group.
[Data Room Reference: Folder 7.1.4 (London Lease); Documents 7.1.4.001–7.1.4.008]
2. Lease Terms. The lease agreement (the "London Lease") was entered into as of October 1, 2019, coinciding with the establishment of Luminex UK as the Company's UK subsidiary. The London Lease has not been amended since its execution.
The principal economic and term-related provisions of the London Lease are summarized as follows:
Lease Commencement Date: October 1, 2019
Lease Expiration Date: September 30, 2029 (a ten-year term from the commencement date)
Current Annual Base Rent: £720,000 per annum, effective October 1, 2024, following the completion of the five-year rent review. The original annual base rent was £680,000 per annum (approximately £47.00 per square foot). The rent review, conducted in accordance with the provisions described below, resulted in an increase to £720,000 per annum (approximately £49.66 per square foot).
Rent Review: The London Lease provides for upward-only rent reviews every five (5) years, with the first review having occurred on October 1, 2024. "Upward-only" means that the rent may only be adjusted upward to the open-market rent; if the open-market rent is lower than the passing rent at the time of the review, the rent remains unchanged. The next rent review, if applicable, would occur on October 1, 2029, which would coincide with the commencement of any renewal term. The October 1, 2024 rent review has been completed by agreement between the parties, and the new rent of £720,000 per annum is now in effect.
Service Charge: The tenant pays a pro rata share of building operating costs by way of a service charge, currently estimated at approximately £145,000 per annum. The service charge covers common area maintenance, building insurance, management fees, and repair and maintenance of common parts and building structure (to the extent not covered by the tenant's full repairing and insuring obligations described below).
Security Deposit: A rent deposit of £180,000, representing approximately three months' base rent, is held by the landlord in a designated trust account in accordance with the terms of a rent deposit deed executed concurrently with the lease.
Business Rates: Business rates (the UK equivalent of property taxes) are the responsibility of the tenant and are paid directly by the tenant to the relevant local rating authority (City of Westminster). The current annual business rates liability is approximately £210,000.
3. Renewal Options. The London Lease was contracted out of the security of tenure provisions of Part II of the Landlord and Tenant Act 1954, as evidenced by a statutory declaration made by a duly authorized officer of Luminex UK prior to the execution of the lease and a warning notice served by the landlord in the form prescribed by Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003. Accordingly, the tenant has no statutory right to renew the lease at expiration, and the landlord is not required to offer a new tenancy or pay compensation for the tenant's loss of possession.
Notwithstanding the contracting out, the London Lease includes a contractual renewal option granting the tenant the right to renew the lease for one (1) additional five-year term, commencing October 1, 2029 and expiring September 30, 2034, at the then-prevailing open-market rent. The tenant must exercise the renewal option by delivering written notice to the landlord not less than nine (9) months prior to the expiration of the current term (i.e., by December 31, 2028). If the parties are unable to agree on the renewal rent within six (6) months following the exercise of the option, the rent will be determined by an independent chartered surveyor appointed by the President of the Royal Institution of Chartered Surveyors (RICS).
4. Consent-to-Assignment / Change of Control Provisions. The consent-to-assignment analysis for the London Lease is favorable from the Buyer's perspective.
(a) Alienation Clause. The London Lease contains a standard English commercial lease alienation clause (at clause 4.15), which provides that the tenant may not assign, underlet, charge, or otherwise part with or share possession of the whole or any part of the premises without the landlord's prior written consent. Consent to assignment of the whole is not to be unreasonably withheld or delayed, subject to the following conditions: (i) the proposed assignee must demonstrate financial standing satisfactory to the landlord (acting reasonably); (ii) the outgoing tenant must enter into an authorized guarantee agreement ("AGA") in the form annexed to the lease, guaranteeing the assignee's performance of the tenant's covenants during the assignee's tenure; and (iii) any guarantor of the outgoing tenant must guarantee the outgoing tenant's obligations under the AGA.
(b) No Change of Control Clause. Unlike the Reston and Munich leases, the London Lease does not contain a specific "change of control" trigger or an expanded definition of "assignment" that captures changes in the corporate ownership of the tenant entity. This is consistent with the prevailing practice in English commercial lease drafting, where alienation clauses are typically directed at assignments of the lease itself (i.e., a transfer of the tenant's leasehold interest to a different entity) rather than changes in the shareholding or ownership structure of the tenant entity.
(c) Application to the Transaction. Under English law, an indirect change of control at the parent company level—where the tenant entity (Luminex UK) remains unchanged as the party to the lease—does not constitute an assignment of the lease and does not trigger the alienation clause. The reverse triangular merger, which will result in a change of the indirect ownership of Luminex UK at the Luminex Holdings level, is not an assignment of the London Lease for these purposes. The tenant under the lease will remain Luminex Systems UK Ltd. throughout and following the Transaction.
(d) No Landlord Consent Required. Based on the foregoing analysis, no landlord consent is required for the Transaction with respect to the London Lease.
(e) Recommendation. Although not legally required, we recommend that Luminex UK provide a courtesy notification to Broadwick Street Investments Limited following the closing of the Transaction, informing the landlord of the change in the ultimate ownership of the Luminex group. This is consistent with good commercial practice and serves to maintain a constructive landlord-tenant relationship, particularly in light of the contractual renewal option that Luminex UK may wish to exercise in 2028.
5. Other Notable Provisions.
(a) Governing Law and Jurisdiction. The London Lease is governed by English law, and any disputes are subject to the jurisdiction of the Courts of England and Wales.
(b) Full Repairing and Insuring (FRI) Lease. The London Lease is structured as a full repairing and insuring lease. The tenant is responsible for the repair and maintenance of both the interior and exterior of the demised premises, including structural elements within the demise. The tenant is also required to maintain buildings insurance with a reputable insurer for the full reinstatement value of the premises (or, where the building is insured by the landlord under a composite policy, to reimburse the landlord for the tenant's apportioned share of the insurance premium). The FRI structure is standard for commercial leases in the City of Westminster.
(c) Tenant Break Option (Lapsed). The London Lease included a tenant break option exercisable at the end of the fifth lease year (September 30, 2024), subject to the tenant giving not less than six months' prior written notice and paying the rent due through the break date without arrears. The Company has confirmed that this break option was not exercised and has now lapsed.
(d) Subletting. Subletting of the whole of the premises is permitted with the landlord's prior written consent (not to be unreasonably withheld or delayed). Subletting of part is not permitted under any circumstances. The Company has confirmed that no subletting is currently in place.
(e) Defaults, Dilapidations, and Disputes. Based on our review, no defaults, dilapidations claims, or pending disputes have been identified under the London Lease. All rent and service charge payments are current. No schedule of dilapidations has been served by the landlord.
E. Singapore (Luminex Systems Pte. Ltd.)
1. Property Description. The Company's APAC regional headquarters is located at 8 Marina Boulevard, #36-01, Singapore 018981, in one of the premier Grade A office towers in the Marina Bay financial district. The tenant under the lease is Luminex Systems Pte. Ltd. ("Luminex Singapore"), a Singapore private limited company (Unique Entity Number: 201924781K). Luminex Singapore is an indirect subsidiary of Luminex Systems Holdings Inc., held through Luminex Systems AG.
The premises consist of approximately 8,500 square feet (approximately 790 square meters) of office space on the 36th floor of the building. The Singapore office serves as the Company's APAC regional headquarters, housing sales, customer success, and technical support functions for the Asia-Pacific markets, with approximately 80 employees.
The landlord is Marina Bay Commercial Trust Pte. Ltd., a Singapore company. Based on publicly available information, the landlord is a subsidiary of a major Singapore-listed real estate investment trust.
[Data Room Reference: Folder 7.1.5 (Singapore Lease); Documents 7.1.5.001–7.1.5.006]
2. Lease Terms. The lease agreement (the "Singapore Lease") was entered into as of July 1, 2020, for a five-year term. The Singapore Lease has not been amended since its execution.
The principal economic and term-related provisions of the Singapore Lease are summarized as follows:
Lease Commencement Date: July 1, 2020
Lease Expiration Date: June 30, 2025
NOTE: The Singapore Lease is set to expire in approximately two and one-half months from the date of this memorandum. This is a time-sensitive item, as the lease expiration may precede the anticipated closing date of the Transaction (currently targeted for Q3 2025, July–August 2025). The renewal status is discussed in detail in Section III.E.3 below.
Current Annual Base Rent: Approximately SGD 850,000 per annum (approximately SGD 8.33 per square foot per month, or SGD 100 per square foot per annum). The rent structure is a gross rent arrangement, with the service charge included in the base rent.
Service Charge: Included in the gross rent; the tenant is not separately billed for building operating expenses or common area maintenance.
Security Deposit: A cash security deposit of SGD 212,500 (equivalent to three months' base rent), held by the landlord. The deposit is refundable within thirty (30) days of lease expiry, subject to deduction for any outstanding liabilities or reinstatement costs.
Fitting-Out Period: A two-month rent-free fitting-out period was provided at the commencement of the lease (July 1 – August 31, 2020). This period has been fully utilized.
3. Renewal Status and Options. The original Singapore Lease does not include a contractual renewal option. Accordingly, the tenant has no automatic right to renew the lease at expiration, and the landlord is not obligated to offer renewal terms.
Luminex Singapore is currently in active negotiation with Marina Bay Commercial Trust Pte. Ltd. regarding a lease renewal. Based on information provided by the Company's head of real estate operations (Jonathan Ng, VP of Operations, APAC), the proposed renewal terms are as follows:
• Proposed Renewal Term: Three (3) years (July 1, 2025 – June 30, 2028)
• Proposed Annual Base Rent: SGD 920,000 per annum (representing an increase of approximately 8.2% over the current rent)
• Security Deposit: Top-up from SGD 212,500 to SGD 230,000 (reflecting the increased rent)
• Other Terms: Substantially similar to the existing lease; no material changes to the service charge structure, reinstatement obligations, or use restrictions anticipated
Interim Operating Covenant Considerations. Section 6.1(b)(xii) of the Merger Agreement restricts the Company from entering into, modifying, or terminating any contract or commitment that would result in aggregate payments or obligations in excess of $2,000,000 without the prior written consent of the Buyer. The proposed Singapore lease renewal, with an annual base rent of SGD 920,000 over a three-year term, would result in aggregate lease obligations of approximately SGD 2,760,000, or approximately USD 2,070,000 at current exchange rates (using an approximate SGD/USD exchange rate of 0.75). This total value marginally exceeds the $2,000,000 threshold, and accordingly, the execution of the renewal may require pre-approval from Ardent Capital under the interim operating covenant procedures.
We have flagged this issue for review by the deal team and recommend that Ardent Capital's consent be sought promptly to avoid delays in the renewal negotiation. The renewal negotiation is time-sensitive, as Luminex Singapore's existing lease will expire on June 30, 2025, and any gap in tenancy could disrupt APAC operations.
Local Counsel Review. Kelvin Tan of Tan Liang & Associates LLP is reviewing the proposed renewal terms and is expected to provide a summary of the key commercial and legal terms for the deal team's review by April 25, 2025.
4. Consent-to-Assignment / Change of Control Provisions.
(a) Assignment Restriction. The Singapore Lease contains a standard Singapore commercial lease assignment restriction (at clause 3.13), providing that the tenant shall not assign, sublease, license, mortgage, charge, or otherwise part with or share possession of the premises or any part thereof without the prior written consent of the landlord.
(b) No Change of Control Clause. The Singapore Lease does not contain a specific change of control clause or an expanded definition of "assignment" that captures indirect changes in the corporate ownership of the tenant entity.
(c) Application to the Transaction. Under Singapore law, an indirect change of control at the parent company level—where the tenant entity (Luminex Singapore) remains the party to the lease—does not constitute an assignment of the lease and does not trigger the assignment restriction. The reverse triangular merger at the Luminex Holdings level will not affect the identity of the tenant under the Singapore Lease.
(d) Local Counsel Confirmation. Kelvin Tan of Tan Liang & Associates LLP has confirmed this analysis in correspondence dated March 28, 2025. Mr. Tan has advised that, in his experience, Singapore landlords do not typically treat indirect changes of control of a tenant's parent company as assignments requiring consent, and that the standard form assignment restriction in the Singapore Lease is consistent with this position.
(e) Recommendation. Although no consent or notice is legally required, we recommend that Luminex Singapore provide a courtesy notification to Marina Bay Commercial Trust Pte. Ltd. regarding the change in ultimate ownership, particularly in the context of the ongoing renewal negotiation. Transparency regarding the identity and financial strength of the new ultimate parent may facilitate the renewal negotiation and strengthen the landlord relationship.
5. Other Notable Provisions.
(a) Governing Law. The Singapore Lease is governed by the laws of the Republic of Singapore.
(b) Reinstatement Obligation. Upon the expiry or termination of the lease, the tenant is required to reinstate the premises to their original condition (as at the commencement of the lease), excluding fair wear and tear. The Company has estimated the reinstatement cost at approximately SGD 150,000 to SGD 200,000, based on the scope of the tenant's fit-out works. In the event the lease is renewed, the reinstatement obligation would be deferred to the expiry of the renewal term. If the lease is not renewed, the reinstatement works would need to be completed on or before June 30, 2025, or the landlord would be entitled to deduct the estimated reinstatement cost from the security deposit and to claim any excess from the tenant.
(c) Operational Risk. The short remaining term and the absence of a contractual renewal option present a moderate operational risk. If the renewal negotiation is not completed prior to the closing of the Transaction, Luminex Singapore may need to operate under a holdover or month-to-month arrangement (at a premium rent, typically 150% of the last passing rent under Singapore market practice), or may need to execute the renewal pre-closing, subject to the interim operating covenant considerations discussed above. We recommend that the deal team prioritize this item.
(d) Defaults and Disputes. Based on our review, no defaults or pending disputes have been identified under the Singapore Lease. All rent payments are current.
IV. Secondary / Satellite Office Leases
In addition to the five primary leases described in Section III above, Luminex and its subsidiaries maintain a small number of secondary and satellite office arrangements in various locations to support regional sales, customer support, and business development activities. These include:
• A small sales office in Stockholm, Sweden, operated through a serviced office arrangement with a co-working provider (approximately 2,500 square feet; month-to-month term; annual cost of approximately $85,000);
• A small sales and support office in Copenhagen, Denmark, operated through a short-term lease (approximately 1,800 square feet; two-year term expiring December 2025; annual rent of approximately €72,000);
• A satellite technical support office in Sydney, Australia, operated through a co-working license agreement (approximately 3,000 square feet; one-year term, renewable; annual cost of approximately AUD 180,000, or approximately $120,000);
• A small business development office in Tokyo, Japan, operated through a serviced office arrangement (approximately 1,200 square feet; month-to-month; annual cost of approximately ¥6,000,000, or approximately $40,000); and
• Miscellaneous hot-desk and co-working memberships in other locations (Amsterdam, Paris, Dubai, and Austin, Texas) with individual annual costs below $50,000 each.
None of these secondary or satellite office arrangements is individually material, as all fall below $250,000 in annual rent or occupancy cost. The leases and co-working agreements are generally short-term (one to two years) or month-to-month arrangements and contain standard assignment restrictions. No specific change of control triggers have been identified in any of these secondary agreements.
No issues have been flagged with respect to these secondary arrangements in connection with the Transaction. For completeness, all secondary and satellite office leases have been included on the master Change of Control / Consent Tracker, and a complete schedule is provided in Appendix A to this memorandum.
V. Aggregate Lease Obligations Summary Table
The following table summarizes the key terms and consent requirements for the five primary leases:
Note: USD equivalents are approximate and based on exchange rates as of April 11, 2025 (CHF/USD: 1.15; EUR/USD: 1.10; GBP/USD: 1.26; SGD/USD: 0.75). Actual amounts will vary based on exchange rates at the time of closing and ongoing payments.
Aggregate Annual Base Rent (USD Equivalent): Approximately $7,033,500 across the five primary leased locations.
VI. Change of Control / Consent Analysis — Summary of Action Items
A. Leases Requiring Affirmative Landlord Consent
1. Reston, Virginia (Luminex Systems Inc.) — Consent Tracker Entry No. RE-001