1001-00004 · Ardent Capital Partners · Financing

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CONFIDENTIAL

ARDENT CAPITAL PARTNERS III LP 399 Park Avenue, 42nd Floor New York, New York 10022

March 24, 2025

Ardent Apex Holdings Inc. c/o National Registered Agents of Delaware, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904

with copies to:

Calderwood & Harkness LLP 7 Times Square New York, New York 10036

Attention: James Prentice, Esq.

Re: Equity Commitment Letter

Ladies and Gentlemen:

This Equity Commitment Letter (this "Letter") sets forth the commitment of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund" or the "Commitment Party"), to contribute or cause to be contributed equity capital to Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), in connection with the transactions contemplated by the Agreement and Plan of Merger (as defined below). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 12 of this Letter or, if not defined therein, in the Merger Agreement (as defined below).

1. COMMITMENT

1.1 Background Recitals

Reference is hereby made to the Agreement and Plan of Merger, dated as of March 24, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company" or the "Target").

The Merger Agreement contemplates a reverse triangular merger (the "Merger") to be effected under the Delaware General Corporation Law (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (other than rollover shares contributed by certain members of the Company's management, dissenting shares held by stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the DGCL, and shares held in the Company's treasury or owned by Parent or Merger Sub) will be converted into the right to receive cash consideration of $20.00 per share (the "Per Share Merger Consideration"), without interest. Based on approximately 140,000,000 fully diluted shares of Company common stock outstanding (calculated on a treasury stock method basis and giving effect to the vesting, exercise, cancellation, or conversion of all outstanding Company equity awards, options, restricted stock units, and other convertible or exercisable securities), the aggregate equity value of the Company implied by the Per Share Merger Consideration is approximately $2,800,000,000 (Two Billion Eight Hundred Million Dollars).

The Fund is the indirect parent of Parent and the indirect and ultimate equity owner of Merger Sub. Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner"), serves as the sole general partner of the Fund and is duly authorized to act on behalf of the Fund in all matters relating to this Letter, the Merger Agreement, and the transactions contemplated hereby and thereby.

1.2 Equity Commitment Amount

The Fund hereby irrevocably commits to contribute, or cause to be contributed, to Parent (or, at the Fund's election, directly to Merger Sub or the Surviving Corporation, as applicable, at the direction of Parent), at or immediately prior to the Closing (as defined in the Merger Agreement), cash in an aggregate amount equal to $695,980,000 (Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars) (the "Commitment").

The Commitment shall be funded by wire transfer of immediately available funds to an account or accounts designated by Parent in writing not less than two (2) business days prior to the anticipated Closing Date (or such shorter period as may be agreed by the Fund and Parent). The Commitment shall be used solely to fund, together with the other sources of funds described in Section 1.3 below, (i) the Merger Consideration payable to cashing-out stockholders of the Company, (ii) the transaction expenses of Parent, Merger Sub, and the Surviving Corporation incurred at or in connection with the Closing, (iii) the fees and expenses associated with the debt financing obtained in connection with the Merger, and (iv) any other amounts required to be paid by Parent or Merger Sub at or in connection with the Closing pursuant to the Merger Agreement and the other Transaction Documents.

1.3 Sources and Uses Context

The Commitment represents the Fund's equity contribution and constitutes a portion of the aggregate sources of funds required to consummate the Merger and the other transactions contemplated by the Merger Agreement. The aggregate sources of funds for the transaction are expected to be as follows:

Sources of Funds:

The Term Loan B under the Senior Secured Credit Facility is being provided by Stonebridge Credit Partners LLC (as administrative agent and lead arranger), Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, pursuant to the terms and conditions of the debt commitment letter dated March 8, 2025 (Reference No. SC-2025-0312-AC) from Stonebridge Credit Partners LLC (the "Debt Commitment Letter"). The Revolving Credit Facility in the amount of $200,000,000 is expected to be undrawn at the Closing and is available for working capital and general corporate purposes of the Surviving Corporation following the Closing.

The co-investment commitments from Northvale Sovereign Holdings Ltd. ($200,000,000) and Summit Ridge Capital Partners LP ($100,000,000) are being made pursuant to separate Co-Investment Agreements entered into on or about the date hereof (collectively, the "Co-Investment Agreements"), and the subordinated notes from Crestline Mezzanine Partners II LP ($300,000,000) are being issued pursuant to a Subordinated Note Purchase Agreement entered into on or about the date hereof (the "Subordinated Note Purchase Agreement").

Uses of Funds:

The foregoing sources, together with the management rollover equity and any available balance sheet cash of the Company at Closing, are sufficient in the aggregate to fund all amounts required to be paid at or in connection with the Closing, including the Merger Consideration, all transaction expenses, all debt financing fees, and any working capital adjustment amounts.

2. CONDITIONS TO FUNDING

2.1 Conditions Precedent

The obligation of the Fund to fund the Commitment shall be subject solely to the satisfaction (or, to the extent permitted by the Merger Agreement, waiver by the applicable party or parties) of each of the following conditions:

(a) Conditions to Closing Under the Merger Agreement. Each of the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in Article VII of the Merger Agreement (including (i) the accuracy of the representations and warranties of the Company set forth in the Merger Agreement (subject to the materiality and "Material Adverse Effect" qualifications specified therein), (ii) the performance by the Company in all material respects of its obligations and covenants under the Merger Agreement required to be performed at or prior to the Closing, (iii) the receipt of all required governmental and regulatory approvals (including antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any applicable foreign investment or competition approvals), and (iv) the absence of any law, order, injunction, or other legal restraint prohibiting or making illegal the consummation of the Merger) shall have been satisfied or waived.

(b) Substantially Simultaneous Closing. The Closing shall be consummated substantially simultaneously with the funding of the Commitment, in accordance with the terms and conditions of the Merger Agreement.

(c) Debt Financing. The debt financing contemplated by the Debt Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC) from Stonebridge Credit Partners LLC (or, if alternative financing has been obtained by Parent in accordance with the terms of the Merger Agreement, such alternative financing on terms no less favorable to Parent in the aggregate) shall be funded substantially simultaneously with the funding of the Commitment.

(d) Co-Investment Commitments. The co-investment commitments from Northvale Sovereign Holdings Ltd. ($200,000,000) and Summit Ridge Capital Partners LP ($100,000,000) shall be funded substantially simultaneously with the funding of the Commitment, in each case pursuant to and in accordance with their respective Co-Investment Agreements.

(e) Subordinated Notes. The subordinated notes from Crestline Mezzanine Partners II LP ($300,000,000) shall be funded substantially simultaneously with the funding of the Commitment, pursuant to and in accordance with the Subordinated Note Purchase Agreement.

2.2 No Other Conditions

The Fund's obligation to fund the Commitment is not subject to any conditions other than those expressly set forth in Section 2.1 of this Letter. Without limiting the generality of the foregoing, the Fund's obligation to fund the Commitment is not subject to (i) any additional or confirmatory due diligence by the Fund or any of its affiliates, (ii) any financing condition or market-flex condition (it being understood that the conditions set forth in Section 2.1(c), 2.1(d), and 2.1(e) relate solely to the substantially simultaneous funding of third-party financing and co-investment commitments and do not constitute a financing condition of the Fund), (iii) any condition relating to the absence of a material adverse change or material adverse effect with respect to the Company (other than to the extent such a condition is included in Article VII of the Merger Agreement as a condition to Parent's and Merger Sub's obligations to close), or (iv) any "market-out," "MAC-out," or similar condition not expressly set forth in the Merger Agreement as a condition to the obligations of Parent and Merger Sub.

3. LIMITED GUARANTEE AND REVERSE TERMINATION FEE

3.1 Reverse Termination Fee Obligation

Pursuant to Section 8.3 of the Merger Agreement, Parent has agreed to pay to the Company a reverse termination fee in the amount of $140,000,000 (the "Reverse Termination Fee") upon the occurrence of certain termination events specified therein, including, without limitation, (i) the termination of the Merger Agreement due to the failure of Parent or Merger Sub to consummate the Closing when required to do so under the Merger Agreement (including as a result of a failure of the debt financing or other sources of funds to be available at Closing), (ii) the termination of the Merger Agreement due to a willful and material breach by Parent or Merger Sub of any of their respective representations, warranties, covenants, or agreements contained in the Merger Agreement, and (iii) such other circumstances as are set forth in Section 8.3 of the Merger Agreement.

The Fund acknowledges and agrees that its obligation to fund the Commitment hereunder supports, among other things, Parent's ability to pay the Reverse Termination Fee to the Company if and when such payment obligation is triggered under the terms of the Merger Agreement. The Fund further acknowledges that it has delivered to the Company a Limited Guarantee, dated as of the date hereof, guaranteeing the payment of the Reverse Termination Fee and certain other obligations of Parent, subject to the terms, conditions, and limitations set forth therein.

Notwithstanding anything to the contrary in this Letter, the Fund's maximum aggregate liability under or in connection with this Letter (including, without limitation, any obligation to fund the Reverse Termination Fee, any liability for damages, and any other obligation or liability arising hereunder or in connection herewith) shall not exceed the Commitment amount of $695,980,000.

3.2 Relationship to Target Termination Fee

For context and completeness, the parties acknowledge that under Section 8.2 of the Merger Agreement, the Company has agreed to pay to Parent a termination fee in the amount of $84,000,000 (the "Target Termination Fee") in the event that the Merger Agreement is terminated by the Company in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or under certain other circumstances specified in the Merger Agreement. The Target Termination Fee is an obligation of the Company and does not create any obligation on the part of the Fund under this Letter.

4. PERMITTED USE OF COMMITMENT PROCEEDS

4.1 Exclusive Purpose

The Commitment proceeds contributed by the Fund to Parent (or, at the Fund's election, directly to Merger Sub or the Surviving Corporation at the direction of Parent) shall be used by Parent exclusively for the following purposes:

(a) Merger Consideration. To pay the cash portion of the Merger Consideration to the cashing-out stockholders of the Company, including, without limitation, shares held by Ridgeline Growth Equity Fund II LP, Meridian Venture Partners IV LP, and any management and employee stockholders of the Company who are not participating in the management rollover equity arrangement, in each case in accordance with the terms and conditions of the Merger Agreement and the Letter of Transmittal.

(b) Escrow Deposit. To fund the escrow deposit in the amount of $140,000,000 (representing approximately 5% of the aggregate equity value of the transaction), which shall be deposited with Continental Fiduciary Trust Company, as escrow agent (the "Escrow Agent"), into Escrow Account Reference No. CFT-ESC-2025-7894 (the "Escrow Account"), to be held for a period of eighteen (18) months following the Closing Date in accordance with the terms and conditions of the Escrow Agreement to be entered into at the Closing among Parent, the stockholder representative, and the Escrow Agent, and to secure the indemnification obligations of the cashing-out stockholders under Article IX of the Merger Agreement.

(c) Transaction Expenses. To pay the transaction expenses of Parent, Merger Sub, and the Surviving Corporation incurred at or in connection with the Closing, including, without limitation, legal fees, accounting fees, advisory fees, filing fees, printing costs, and other costs and expenses reasonably incurred in connection with the negotiation, documentation, and consummation of the Merger and the related transactions.

(d) Debt Financing Fees and Expenses. To pay the fees and expenses associated with the debt financing obtained in connection with the Merger, including original issue discount, arrangement fees, commitment fees, structuring fees, syndication fees, and other customary fees and expenses payable to Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, Ironvale Credit Fund III LP, and their respective affiliates and designees under the Debt Commitment Letter and the related fee letters.

(e) Working Capital Adjustment. To fund any working capital adjustment amounts owed by Parent at the Closing, to the extent that the estimated Net Working Capital of the Company as of the Closing Date is less than the Target Net Working Capital of $48,500,000 (subject to the collar of plus or minus $2,500,000, such that no adjustment shall be made to the Merger Consideration if the estimated Net Working Capital is between $46,000,000 and $51,000,000), in each case as calculated and determined in accordance with Section 2.7 of the Merger Agreement.

4.2 No Diversion

Parent shall not use the Commitment proceeds contributed by the Fund for any purpose other than as expressly set forth in Section 4.1 of this Letter without the prior written consent of the Fund. Any use of the Commitment proceeds by Parent in contravention of this Section 4.2 shall constitute a breach of this Letter and the Fund shall be entitled to seek all available remedies at law or in equity, including injunctive relief and specific performance.

5. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund hereby represents and warrants to Parent and, for purposes of the Company's rights as a third-party beneficiary under Section 8.2 of this Letter, to the Company, as of the date hereof and as of the Closing Date, as follows:

5.1 Organization and Existence

The Fund is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund has all requisite limited partnership power and authority to execute and deliver this Letter, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. Ardent Capital GP III LLC, a Delaware limited liability company, is the sole general partner of the Fund and has been duly authorized by the limited partnership agreement of the Fund and by all other requisite limited partnership and limited liability company action to execute and deliver this Letter on behalf of the Fund, and to bind the Fund to the obligations set forth herein.

5.2 Authorization and Enforceability

The execution, delivery, and performance by the Fund of this Equity Commitment Letter, and the consummation by the Fund of the transactions contemplated hereby, have been duly authorized by all necessary limited partnership and limited liability company action on the part of the Fund and the General Partner, including the approval of the Investment Committee of the Fund. The Investment Committee is comprised of the following members: Theodore "Ted" Hargrove, Victoria Langford, Marcus Ellison, Priya Chandrasekaran, and David Ng, each of whom has approved the Fund's entry into this Letter and the Fund's commitment to fund the Commitment in accordance with the terms hereof. No other action, approval, consent, or authorization on the part of the Fund, the General Partner, the Investment Committee, or any limited partner of the Fund is required in connection with the execution, delivery, or performance of this Letter.

This Letter has been duly executed and delivered by the Fund (acting through the General Partner) and constitutes a legal, valid, and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights and remedies generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").

5.3 No Conflicts

The execution, delivery, and performance by the Fund of this Letter, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the limited partnership agreement) of the Fund or the organizational documents (including the limited liability company agreement) of the General Partner, (b) violate, conflict with, or result in a breach of, or constitute a default (with or without notice, lapse of time, or both) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any contract, agreement, instrument, obligation, understanding, commitment, lease, license, or arrangement to which the Fund or the General Partner is a party or by which any of their respective assets or properties is bound, or (c) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any governmental authority applicable to the Fund, the General Partner, or any of their respective assets or properties. No consent, approval, order, authorization, registration, declaration, or filing with or from any governmental authority or any other person is required on the part of the Fund or the General Partner in connection with the execution, delivery, and performance of this Letter.

5.4 Sufficiency of Funds

The Fund has, and at the Closing will have, sufficient capital commitments available and callable from its limited partners to fund the full amount of the Commitment in accordance with the terms of this Letter and the limited partnership agreement of the Fund. The Fund's total committed capital is $12,500,000,000 (Fund III, 2023 vintage), and the firm-wide assets under management of Ardent Capital Partners and its affiliated entities is approximately $31,400,000,000, distributed across four flagship fund vehicles and various co-investment vehicles. The Fund has reviewed its existing capital commitments, called and uncalled capital, existing investments, reserves, and other obligations, and has determined that sufficient uncalled capital commitments are available to fund the full amount of the Commitment at the Closing without any need for additional capital raising, amendment of the limited partnership agreement, or modification of the capital call mechanics set forth therein.

As of the date hereof, the Fund is not aware of any fact, circumstance, event, or condition (including any default, potential default, excuse, or defense on the part of any limited partner of the Fund) that would, or would reasonably be expected to, prevent, impair, or materially delay the Fund's ability to call capital from its limited partners and fund the full amount of the Commitment at the Closing in accordance with the terms of this Letter.

5.5 Solvency. After giving effect to the funding of the Commitment at the Closing and the consummation of the transactions contemplated by the Merger Agreement and the other Transaction Documents, the Fund (a) will not be insolvent (as such term is defined under applicable federal and state laws relating to fraudulent conveyance and fraudulent transfer), (b) will not be left with unreasonably small capital or assets in relation to its business or any transaction contemplated to be undertaken by the Fund, and (c) will not have incurred, and does not intend to incur, and does not believe that it will incur, debts beyond its ability to pay such debts as they become due and payable (whether at maturity or otherwise). The Fund is not entering into this Letter or making the Commitment with the intent to hinder, delay, or defraud any present or future creditor of the Fund.

6. COVENANTS OF THE FUND

The Fund hereby covenants and agrees as follows:

6.1 Maintenance of Existence

The Fund shall maintain its existence as a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware from the date hereof until the earlier of (a) the Closing and (b) the valid termination of the Merger Agreement in accordance with its terms (and, with respect to any obligations of the Fund that survive such termination pursuant to Section 7.2 of this Letter, until such surviving obligations have been satisfied or have expired in accordance with their terms). The Fund shall not dissolve, liquidate, wind up its affairs, or take any action to effect any of the foregoing, in each case in a manner that would, or would reasonably be expected to, prevent, impair, or materially delay the Fund's ability to fund the Commitment in accordance with the terms of this Letter.

6.2 No Transfer or Assignment

The Fund shall not transfer, assign, delegate, or otherwise dispose of (whether by operation of law or otherwise) any of its rights or obligations under this Letter without the prior written consent of both Parent and the Company (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that the Fund may, without the prior written consent of Parent or the Company, transfer or assign all or a portion of its obligations hereunder to one or more affiliates of the Fund (each, a "Permitted Transferee"), subject to the following conditions: (i) such Permitted Transferee shall have assumed in writing, for the benefit of Parent and the Company, all of the obligations of the Fund hereunder with respect to the transferred or assigned portion of the Commitment, in form and substance reasonably satisfactory to Parent and the Company, and (ii) no such transfer or assignment shall relieve the Fund of any of its obligations under this Letter, and the Fund shall remain jointly and severally liable with such Permitted Transferee for all obligations of the Fund under this Letter with respect to the transferred or assigned portion of the Commitment. Any purported transfer or assignment in violation of this Section 6.2 shall be null and void and of no force or effect.

6.3 Notice of Inability to Fund

The Fund shall promptly (and in any event within five (5) business days) notify Parent in writing if at any time the Fund becomes aware of any fact, circumstance, event, or condition that has caused, or would reasonably be expected to cause or result in, the Fund's inability to fund the full amount of the Commitment at the Closing or any material delay in the Fund's ability to do so. Such notice shall describe in reasonable detail the nature of the relevant fact, circumstance, event, or condition and the actions, if any, being taken or proposed to be taken by the Fund to address or remediate such matter. The delivery of any such notice shall not relieve the Fund of any of its obligations under this Letter.

6.4 Cooperation with Financing

The Fund shall use its commercially reasonable efforts to cooperate in good faith with Parent's efforts to obtain and consummate the debt financing contemplated by the Debt Commitment Letter from Stonebridge Credit Partners LLC, the subordinated debt financing contemplated by the Subordinated Note Purchase Agreement with Crestline Mezzanine Partners II LP, and the co-investment commitments from Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP pursuant to their respective Co-Investment Agreements. Such cooperation shall include, without limitation, (a) providing information regarding the Fund and its affiliates reasonably requested by the debt financing sources or the co-investors, to the extent such information is customarily provided in connection with leveraged acquisition financings of the type contemplated hereby (subject to customary confidentiality protections), (b) causing officers or representatives of the Fund and the General Partner to be reasonably available for meetings, presentations, and due diligence sessions with the debt financing sources and the co-investors, (c) assisting with the preparation of customary marketing materials, information memoranda, and bank books, and (d) executing and delivering customary closing certificates, authorization documents, and officer's certificates required in connection with the debt financing and the co-investment commitments. Notwithstanding the foregoing, the Fund shall not be required to (i) incur any out-of-pocket costs or expenses in connection with such cooperation that are not promptly reimbursed by Parent, (ii) take any action that would unreasonably interfere with the Fund's business operations, or (iii) provide any information the disclosure of which is prohibited by applicable law or would result in the waiver of any attorney-client privilege, work product protection, or other applicable privilege.

7. TERMINATION

7.1 Termination Events

This Equity Commitment Letter shall terminate automatically, and the Fund's obligations hereunder (other than the obligations that survive termination pursuant to Section 7.2 below) shall be of no further force or effect, upon the earliest to occur of the following:

(a) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, upon (i) the mutual written consent of Parent and the Company, (ii) the expiration of the Outside Date of September 10, 2025, as such date may be extended to December 10, 2025 (the "Extended Outside Date") in accordance with Section 8.1 of the Merger Agreement if the sole remaining unsatisfied condition to Closing at such time relates to the receipt of required regulatory or governmental approvals, (iii) the issuance of a final, non-appealable order or judgment by a court of competent jurisdiction permanently enjoining or otherwise prohibiting the Merger, or (iv) any other termination event specified in Article VIII of the Merger Agreement);

(b) the Closing, at which point the Commitment shall have been funded in full in accordance with the terms of this Letter and the Fund's obligations hereunder shall be deemed to have been fully satisfied and discharged; and

(c) the payment by or on behalf of Parent of the Reverse Termination Fee of $140,000,000 in full to the Company in accordance with Section 8.3 of the Merger Agreement, to the extent that the Merger Agreement has been terminated and the Reverse Termination Fee constitutes the sole and exclusive remedy of the Company and its affiliates against Parent, Merger Sub, the Fund, and their respective affiliates, as expressly provided in the Merger Agreement.

7.2 Survival. Notwithstanding the termination of this Letter pursuant to Section 7.1, the following provisions of this Letter shall survive any such termination and shall remain in full force and effect in accordance with their respective terms: Section 8 (No Third-Party Beneficiaries; Company's Rights), Section 9 (Remedies), Section 10 (Governing Law and Jurisdiction), Section 11 (Miscellaneous Provisions), and Section 12 (Defined Terms Cross-Reference).

8. NO THIRD-PARTY BENEFICIARIES; COMPANY'S RIGHTS

8.1 Intended Beneficiaries

Except as expressly provided in Section 8.2 below, this Letter is made solely for the benefit of, and may be enforced solely by, the Fund and Parent (and their respective successors and permitted assigns). Nothing in this Letter, express or implied, is intended to or shall confer upon any other person (including any limited partner of the Fund, any stockholder of the Company, any creditor of the Company, any portfolio company of the Fund, or any other third party) any right, benefit, or remedy of any nature whatsoever under or by reason of this Letter.

8.2 Company as Third-Party Beneficiary

Notwithstanding Section 8.1, Luminex Systems Holdings Inc. (the "Company") shall be an express third-party beneficiary of this Letter and shall be entitled to enforce, directly and in its own name, the Fund's obligation to fund the Commitment hereunder (including by seeking specific performance of such obligation in accordance with Section 9.1 of this Letter) in connection with, and solely to the extent of, the Company's right to enforce Parent's obligation to consummate the Closing under the Merger Agreement in accordance with the terms and conditions thereof. The Company's rights under this Section 8.2 shall be subject to the same conditions, limitations, qualifications, and restrictions as apply to the Company's right to seek specific performance of Parent's obligation to consummate the Closing under the Merger Agreement, including any requirement that the conditions to Closing set forth in Article VII of the Merger Agreement shall have been satisfied or waived and any other prerequisites to the Company's entitlement to specific performance as set forth in the Merger Agreement. For the avoidance of doubt, the Company shall not have any right to enforce this Letter to the extent that the Merger Agreement has been validly terminated in accordance with its terms or the Company is not otherwise entitled to specific performance of the Closing under the terms of the Merger Agreement.

9. REMEDIES

9.1 Specific Performance

The Fund acknowledges and agrees that irreparable damage would occur to Parent and the Company in the event that the Fund fails to fund the Commitment when required to do so under this Letter, and that monetary damages, even if available, would not be an adequate remedy for such breach. Accordingly, Parent (and the Company, as a third-party beneficiary in accordance with and subject to Section 8.2 of this Letter) shall be entitled to seek an injunction, specific performance, and other equitable relief to compel the Fund to perform its obligations under this Letter, including the obligation to fund the Commitment, without the necessity of proving actual damages, posting any bond or other security, or satisfying any other prerequisite to the availability of equitable relief (to the fullest extent permitted by applicable law). Such remedy shall be in addition to, and not in lieu of, any other remedy to which Parent or the Company may be entitled at law or in equity, subject to the limitations set forth in Section 9.2 of this Letter.

9.2 Cap on Liability

In no event shall the aggregate liability of the Fund (together with the General Partner, to the extent of its obligations in its capacity as general partner of the Fund) under or in connection with this Letter (including any liability for damages, specific performance, indemnification, or otherwise) exceed the Commitment amount of $695,980,000. This limitation on liability is an essential and material term of this Letter and shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

9.3 No Recourse Beyond the Fund

Notwithstanding anything to the contrary herein or in the Merger Agreement or any other Transaction Document, no recourse shall be had, and no claim or cause of action may be brought or maintained, against (a) any limited partner of the Fund (in such limited partner's capacity as such), (b) any portfolio company of the Fund (including, without limitation, Vectis Solutions LLC) or any of its subsidiaries, affiliates, directors, officers, or employees, (c) any affiliate of the Fund (other than Ardent Capital GP III LLC in its capacity as the general partner of the Fund, and solely to the extent of its obligations in such capacity), or (d) any director, officer, employee, member, partner, agent, or representative of the Fund, the General Partner, or any of their respective affiliates (in each case, in their capacity as such), for any obligation, liability, claim, or cause of action of the Fund under or arising out of this Letter (each of the persons and entities described in clauses (a) through (d), a "Non-Recourse Party"). Any claim or cause of action under or arising out of this Letter may be asserted solely against the Fund (and, to the extent of its obligations as general partner of the Fund, Ardent Capital GP III LLC). Each of the Non-Recourse Parties shall be an express third-party beneficiary of this Section 9.3 and shall be entitled to enforce the protections set forth herein directly and in its own name.

10. GOVERNING LAW AND JURISDICTION

10.1 Governing Law

This Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflicts-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

10.2 Jurisdiction and Venue

Each party hereto (and, for purposes of the Company's rights as a third-party beneficiary under Section 8.2, the Company) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if neither such state court accepts jurisdiction, the United States District Court for the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Letter or the transactions contemplated hereby, and each party hereby irrevocably and unconditionally (a) agrees not to commence any such action, suit, or proceeding except in such courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of process in any such action, suit, or proceeding by the delivery of such process in accordance with the notice provisions set forth in Section 11.2 of this Letter, provided that nothing in this Section 10.2 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

10.3 Waiver of Jury Trial

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS LETTER. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.

11. MISCELLANEOUS PROVISIONS

11.1 Amendments and Waivers

No provision of this Letter may be amended, supplemented, restated, or otherwise modified, and no provision hereof may be waived, except by a written instrument signed by the Fund and Parent. Notwithstanding the foregoing, any amendment, supplement, restatement, modification, or waiver of any provision of this Letter that would reasonably be expected to adversely affect the rights or interests of the Company as a third-party beneficiary under Section 8.2 of this Letter (including, without limitation, any reduction of the Commitment amount, any addition of conditions to the Fund's obligation to fund the Commitment, or any modification of the Company's enforcement rights under Sections 8.2 or 9.1) shall not be effective unless the Company shall have consented to such amendment, supplement, restatement, modification, or waiver in writing. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

11.2 Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed duly given (a) when delivered personally to the recipient, (b) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) upon transmission by electronic mail (with confirmation of receipt by the recipient, which confirmation may be electronic), or (d) three (3) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, in each case addressed as follows (or to such other address as any party may designate by written notice given in accordance with this Section 11.2):

If to the Fund:

Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022

Attention: Theodore Hargrove and Victoria Langford

Email: thargrove@ardentcap.com; vlangford@ardentcap.com

with a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 7 Times Square New York, New York 10036

Attention: James Prentice, Esq.

Email: jprentice@calderwoodharkness.com

If to Parent:

Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022

Attention: David Ng

Email: dng@ardentcap.com

with a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 7 Times Square New York, New York 10036

Attention: James Prentice, Esq.

Email: jprentice@calderwoodharkness.com

If to the Company (for purposes of Section 8.2 third-party beneficiary rights):

Luminex Systems Holdings Inc. 2100 Reston Gateway Drive, Suite 800 Reston, Virginia 20191

Attention: Dr. Stefan Kessler and Annelise Gruber

Email: skessler@luminexsystems.com; agruber@luminexsystems.com

with a copy to (which shall not constitute notice):

Caldwell, Raines & Sheppard LLP 51 West 52nd Street New York, New York 10019

Attention: Patricia Okonkwo, Esq.

Email: pokonkwo@caldwellraines.com

11.3 Entire Agreement

This Letter, together with the Merger Agreement, the other Transaction Documents (including the Limited Guarantee, the Debt Commitment Letter, the Co-Investment Agreements, the Subordinated Note Purchase Agreement, and the other equity commitment letters delivered in connection with the Merger), and the other agreements, instruments, and documents delivered in connection herewith and therewith, constitutes the entire agreement of the parties (and, to the extent of the Company's rights as a third-party beneficiary, the Company) with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, among the parties and the Company with respect to the subject matter hereof.

11.4 Counterparts. This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Letter and of signature pages by facsimile or electronic transmission (including by .pdf, .tif, or similar format) shall constitute effective execution and delivery of this Letter as to the parties and may be used in lieu of an original for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

11.5 Severability. If any term or provision of this Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Letter or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Letter so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner, and the remaining provisions of this Letter shall continue in full force and effect and shall not be affected, impaired, or invalidated in any way.

11.6 Headings. The section and subsection headings contained in this Letter are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Letter.

12. DEFINED TERMS CROSS-REFERENCE

Capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to such terms in the Merger Agreement (Agreement and Plan of Merger, dated as of March 24, 2025, among Parent, Merger Sub, and the Company). For convenience of reference, certain key defined terms used in this Letter are set forth below:

"Closing" shall have the meaning ascribed to such term in the Merger Agreement.

"Commitment" means $695,980,000 (Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars), as described in Section 1.2 of this Letter.

"Debt Commitment Letter" means the commitment letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), from Stonebridge Credit Partners LLC, as administrative agent and lead arranger, together with Birchwood Capital Finance LLC and Ironvale Credit Fund III LP, as initial lenders, providing for the Term Loan B and the Revolving Credit Facility.

"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Merger Consideration" means $20.00 per share in cash, without interest, for each outstanding share of Company common stock (other than rollover shares, dissenting shares, and shares held in treasury by the Company or owned by Parent or Merger Sub), as defined in the Merger Agreement.

"Outside Date" means September 10, 2025, as such date may be extended to December 10, 2025 (the "Extended Outside Date") in accordance with the terms of Section 8.1 of the Merger Agreement.

"Reverse Termination Fee" means $140,000,000, as described in Section 8.3 of the Merger Agreement.

"Transaction Documents" means the Merger Agreement and all agreements, instruments, certificates, and documents delivered by any party in connection with the transactions contemplated by the Merger Agreement, including this Letter, the Limited Guarantee, the Debt Commitment Letter, the Co-Investment Agreements, the Subordinated Note Purchase Agreement, the Escrow Agreement, the Stockholders' Agreement, the Management Rollover Agreement, and all related ancillary documents.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has caused this Equity Commitment Letter to be duly executed and delivered as of the date first written above.

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital GP III LLC, its General Partner

By: ________

Name: Theodore "Ted" Hargrove

Title: Co-Founder & Managing Partner

By: ________

Name: Victoria Langford

Title: Co-Founder & Managing Partner

ACKNOWLEDGED AND AGREED as of the date first written above:

ARDENT APEX HOLDINGS INC.

By: ________

Name: David Ng

Title: President

ACKNOWLEDGED AND AGREED, solely for purposes of confirming its rights as a third-party beneficiary under Section 8.2 of this Letter, as of the date first written above:

LUMINEX SYSTEMS HOLDINGS INC.

By: ________

Name: Dr. Stefan Kessler

Title: Chief Executive Officer

EXHIBIT A

Form of Funds Flow (Cross-Reference)

The detailed funds flow setting forth the sources and uses of funds for the Closing, including the wire transfer instructions, account designations, payment amounts, and timing of each payment, will be set forth in the Funds Flow Memorandum (the "Funds Flow Memo") to be prepared by Parent (in consultation with the Company, the debt financing sources, and the escrow agent) in connection with the Closing. The Funds Flow Memo will be circulated to all relevant parties not less than three (3) business days prior to the anticipated Closing Date for review and approval.

For reference purposes, the following is a summary of the anticipated aggregate sources and uses of funds in connection with the Closing:

Summary of Sources:

The Fund's equity contribution of $695,980,000 represents approximately 24.9% of total cash sources (excluding non-cash management rollover equity and the undrawn Revolving Credit Facility).

Summary of Uses:

The minor difference between aggregate cash sources and aggregate cash uses (excluding management rollover) will be reconciled through the final working capital adjustment calculation (based on the Target Net Working Capital of $48,500,000, subject to the collar of ±$2,500,000), available balance sheet cash of the Company at Closing, and other customary true-up mechanisms as set forth in the Merger Agreement. The final Funds Flow Memo will reflect exact dollar amounts and will be subject to the approval of Parent, the Company, and the relevant financing parties.

This Exhibit A is provided for reference purposes only and does not modify or supplement the obligations of the Fund under the Equity Commitment Letter. In the event of any conflict between this Exhibit A and the terms of the Equity Commitment Letter or the Merger Agreement, the terms of the Equity Commitment Letter or the Merger Agreement, as applicable, shall control.

Source	Amount	Type
Ardent Capital Partners III LP — Equity Commitment	$695,980,000	Cash equity
Management Rollover Equity (non-cash contribution)	$405,020,000	Rollover equity
Northvale Sovereign Holdings Ltd. — Co-Investment	$200,000,000	Cash equity
Summit Ridge Capital Partners LP — Co-Investment	$100,000,000	Cash equity
Crestline Mezzanine Partners II LP — Subordinated Notes	$300,000,000	Subordinated debt
Term Loan B (Senior Secured Credit Facility)	$1,200,000,000	Senior secured debt
Revolving Credit Facility (undrawn at Closing)	$0	Revolver (available)
Total Cash Sources	$2,495,980,000
Total Sources (including rollover)	$2,901,000,000
Use	Amount
Equity consideration to cashing-out stockholders	$2,394,980,000
Estimated Parent / Buyer transaction expenses	$62,000,000
Estimated Company / Seller transaction expenses (payable at Closing)	$29,000,000
Debt financing fees (OID, arrangement fees, and related costs)	$24,000,000
Working capital and balance sheet adjustments (estimated)	$5,020,000
Total Uses (approximate)	$2,515,000,000
Source	Amount	% of Total Sources
Ardent Capital Partners III LP — Equity Commitment	$695,980,000	~24.0%
Management Rollover Equity (non-cash)	$405,020,000	~14.0%
Northvale Sovereign Holdings Ltd. — Co-Investment	$200,000,000	~6.9%
Summit Ridge Capital Partners LP — Co-Investment	$100,000,000	~3.4%
Crestline Mezzanine Partners II LP — Subordinated Notes	$300,000,000	~10.3%
Stonebridge Term Loan B	$1,200,000,000	~41.4%
Revolving Credit Facility (undrawn at Closing)	$0	0.0%

Total Sources	~$2,901,000,000	100.0%
Use	Amount
Equity consideration to cashing-out stockholders	~$2,394,980,000
Escrow deposit (5% of deal value)	$140,000,000
Estimated Buyer transaction expenses	~$62,000,000
Estimated Seller transaction expenses (paid at Closing)	~$29,000,000
Debt financing fees (OID, arrangement, and related)	~$24,000,000
Working capital / balance sheet adjustments (estimated)	~$5,020,000
Management rollover (non-cash; equity contribution in kind)	$405,020,000
Total Uses (approximate)	~$2,915,000,000

CONFIDENTIAL
ARDENT CAPITAL PARTNERS III LP 399 Park Avenue, 42nd Floor New York, New York 10022
March 24, 2025
Ardent Apex Holdings Inc. c/o National Registered Agents of Delaware, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904
with copies to:
Calderwood & Harkness LLP 7 Times Square New York, New York 10036
Attention: James Prentice, Esq.
Re: Equity Commitment Letter
Ladies and Gentlemen:
This Equity Commitment Letter (this "Letter") sets forth the commitment of Ardent Capital Partners III LP, a Delaware limited partnership (the "Fund" or the "Commitment Party"), to contribute or cause to be contributed equity capital to Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), in connection with the transactions contemplated by the Agreement and Plan of Merger (as defined below). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 12 of this Letter or, if not defined therein, in the Merger Agreement (as defined below).
1. COMMITMENT
1.1 Background Recitals
Reference is hereby made to the Agreement and Plan of Merger, dated as of March 24, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company" or the "Target").
The Merger Agreement contemplates a reverse triangular merger (the "Merger") to be effected under the Delaware General Corporation Law (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (other than rollover shares contributed by certain members of the Company's management, dissenting shares held by stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the DGCL, and shares held in the Company's treasury or owned by Parent or Merger Sub) will be converted into the right to receive cash consideration of $20.00 per share (the "Per Share Merger Consideration"), without interest. Based on approximately 140,000,000 fully diluted shares of Company common stock outstanding (calculated on a treasury stock method basis and giving effect to the vesting, exercise, cancellation, or conversion of all outstanding Company equity awards, options, restricted stock units, and other convertible or exercisable securities), the aggregate equity value of the Company implied by the Per Share Merger Consideration is approximately $2,800,000,000 (Two Billion Eight Hundred Million Dollars).
The Fund is the indirect parent of Parent and the indirect and ultimate equity owner of Merger Sub. Ardent Capital GP III LLC, a Delaware limited liability company (the "General Partner"), serves as the sole general partner of the Fund and is duly authorized to act on behalf of the Fund in all matters relating to this Letter, the Merger Agreement, and the transactions contemplated hereby and thereby.
1.2 Equity Commitment Amount
The Fund hereby irrevocably commits to contribute, or cause to be contributed, to Parent (or, at the Fund's election, directly to Merger Sub or the Surviving Corporation, as applicable, at the direction of Parent), at or immediately prior to the Closing (as defined in the Merger Agreement), cash in an aggregate amount equal to $695,980,000 (Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars) (the "Commitment").
The Commitment shall be funded by wire transfer of immediately available funds to an account or accounts designated by Parent in writing not less than two (2) business days prior to the anticipated Closing Date (or such shorter period as may be agreed by the Fund and Parent). The Commitment shall be used solely to fund, together with the other sources of funds described in Section 1.3 below, (i) the Merger Consideration payable to cashing-out stockholders of the Company, (ii) the transaction expenses of Parent, Merger Sub, and the Surviving Corporation incurred at or in connection with the Closing, (iii) the fees and expenses associated with the debt financing obtained in connection with the Merger, and (iv) any other amounts required to be paid by Parent or Merger Sub at or in connection with the Closing pursuant to the Merger Agreement and the other Transaction Documents.
1.3 Sources and Uses Context
The Commitment represents the Fund's equity contribution and constitutes a portion of the aggregate sources of funds required to consummate the Merger and the other transactions contemplated by the Merger Agreement. The aggregate sources of funds for the transaction are expected to be as follows:
Sources of Funds:
The Term Loan B under the Senior Secured Credit Facility is being provided by Stonebridge Credit Partners LLC (as administrative agent and lead arranger), Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, pursuant to the terms and conditions of the debt commitment letter dated March 8, 2025 (Reference No. SC-2025-0312-AC) from Stonebridge Credit Partners LLC (the "Debt Commitment Letter"). The Revolving Credit Facility in the amount of $200,000,000 is expected to be undrawn at the Closing and is available for working capital and general corporate purposes of the Surviving Corporation following the Closing.
The co-investment commitments from Northvale Sovereign Holdings Ltd. ($200,000,000) and Summit Ridge Capital Partners LP ($100,000,000) are being made pursuant to separate Co-Investment Agreements entered into on or about the date hereof (collectively, the "Co-Investment Agreements"), and the subordinated notes from Crestline Mezzanine Partners II LP ($300,000,000) are being issued pursuant to a Subordinated Note Purchase Agreement entered into on or about the date hereof (the "Subordinated Note Purchase Agreement").
Uses of Funds:
The foregoing sources, together with the management rollover equity and any available balance sheet cash of the Company at Closing, are sufficient in the aggregate to fund all amounts required to be paid at or in connection with the Closing, including the Merger Consideration, all transaction expenses, all debt financing fees, and any working capital adjustment amounts.
2. CONDITIONS TO FUNDING
2.1 Conditions Precedent
The obligation of the Fund to fund the Commitment shall be subject solely to the satisfaction (or, to the extent permitted by the Merger Agreement, waiver by the applicable party or parties) of each of the following conditions:
(a) Conditions to Closing Under the Merger Agreement. Each of the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in Article VII of the Merger Agreement (including (i) the accuracy of the representations and warranties of the Company set forth in the Merger Agreement (subject to the materiality and "Material Adverse Effect" qualifications specified therein), (ii) the performance by the Company in all material respects of its obligations and covenants under the Merger Agreement required to be performed at or prior to the Closing, (iii) the receipt of all required governmental and regulatory approvals (including antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any applicable foreign investment or competition approvals), and (iv) the absence of any law, order, injunction, or other legal restraint prohibiting or making illegal the consummation of the Merger) shall have been satisfied or waived.
(b) Substantially Simultaneous Closing. The Closing shall be consummated substantially simultaneously with the funding of the Commitment, in accordance with the terms and conditions of the Merger Agreement.
(c) Debt Financing. The debt financing contemplated by the Debt Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC) from Stonebridge Credit Partners LLC (or, if alternative financing has been obtained by Parent in accordance with the terms of the Merger Agreement, such alternative financing on terms no less favorable to Parent in the aggregate) shall be funded substantially simultaneously with the funding of the Commitment.
(d) Co-Investment Commitments. The co-investment commitments from Northvale Sovereign Holdings Ltd. ($200,000,000) and Summit Ridge Capital Partners LP ($100,000,000) shall be funded substantially simultaneously with the funding of the Commitment, in each case pursuant to and in accordance with their respective Co-Investment Agreements.
(e) Subordinated Notes. The subordinated notes from Crestline Mezzanine Partners II LP ($300,000,000) shall be funded substantially simultaneously with the funding of the Commitment, pursuant to and in accordance with the Subordinated Note Purchase Agreement.
2.2 No Other Conditions
The Fund's obligation to fund the Commitment is not subject to any conditions other than those expressly set forth in Section 2.1 of this Letter. Without limiting the generality of the foregoing, the Fund's obligation to fund the Commitment is not subject to (i) any additional or confirmatory due diligence by the Fund or any of its affiliates, (ii) any financing condition or market-flex condition (it being understood that the conditions set forth in Section 2.1(c), 2.1(d), and 2.1(e) relate solely to the substantially simultaneous funding of third-party financing and co-investment commitments and do not constitute a financing condition of the Fund), (iii) any condition relating to the absence of a material adverse change or material adverse effect with respect to the Company (other than to the extent such a condition is included in Article VII of the Merger Agreement as a condition to Parent's and Merger Sub's obligations to close), or (iv) any "market-out," "MAC-out," or similar condition not expressly set forth in the Merger Agreement as a condition to the obligations of Parent and Merger Sub.
3. LIMITED GUARANTEE AND REVERSE TERMINATION FEE
3.1 Reverse Termination Fee Obligation
Pursuant to Section 8.3 of the Merger Agreement, Parent has agreed to pay to the Company a reverse termination fee in the amount of $140,000,000 (the "Reverse Termination Fee") upon the occurrence of certain termination events specified therein, including, without limitation, (i) the termination of the Merger Agreement due to the failure of Parent or Merger Sub to consummate the Closing when required to do so under the Merger Agreement (including as a result of a failure of the debt financing or other sources of funds to be available at Closing), (ii) the termination of the Merger Agreement due to a willful and material breach by Parent or Merger Sub of any of their respective representations, warranties, covenants, or agreements contained in the Merger Agreement, and (iii) such other circumstances as are set forth in Section 8.3 of the Merger Agreement.
The Fund acknowledges and agrees that its obligation to fund the Commitment hereunder supports, among other things, Parent's ability to pay the Reverse Termination Fee to the Company if and when such payment obligation is triggered under the terms of the Merger Agreement. The Fund further acknowledges that it has delivered to the Company a Limited Guarantee, dated as of the date hereof, guaranteeing the payment of the Reverse Termination Fee and certain other obligations of Parent, subject to the terms, conditions, and limitations set forth therein.
Notwithstanding anything to the contrary in this Letter, the Fund's maximum aggregate liability under or in connection with this Letter (including, without limitation, any obligation to fund the Reverse Termination Fee, any liability for damages, and any other obligation or liability arising hereunder or in connection herewith) shall not exceed the Commitment amount of $695,980,000.
3.2 Relationship to Target Termination Fee
For context and completeness, the parties acknowledge that under Section 8.2 of the Merger Agreement, the Company has agreed to pay to Parent a termination fee in the amount of $84,000,000 (the "Target Termination Fee") in the event that the Merger Agreement is terminated by the Company in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or under certain other circumstances specified in the Merger Agreement. The Target Termination Fee is an obligation of the Company and does not create any obligation on the part of the Fund under this Letter.
4. PERMITTED USE OF COMMITMENT PROCEEDS
4.1 Exclusive Purpose
The Commitment proceeds contributed by the Fund to Parent (or, at the Fund's election, directly to Merger Sub or the Surviving Corporation at the direction of Parent) shall be used by Parent exclusively for the following purposes:
(a) Merger Consideration. To pay the cash portion of the Merger Consideration to the cashing-out stockholders of the Company, including, without limitation, shares held by Ridgeline Growth Equity Fund II LP, Meridian Venture Partners IV LP, and any management and employee stockholders of the Company who are not participating in the management rollover equity arrangement, in each case in accordance with the terms and conditions of the Merger Agreement and the Letter of Transmittal.
(b) Escrow Deposit. To fund the escrow deposit in the amount of $140,000,000 (representing approximately 5% of the aggregate equity value of the transaction), which shall be deposited with Continental Fiduciary Trust Company, as escrow agent (the "Escrow Agent"), into Escrow Account Reference No. CFT-ESC-2025-7894 (the "Escrow Account"), to be held for a period of eighteen (18) months following the Closing Date in accordance with the terms and conditions of the Escrow Agreement to be entered into at the Closing among Parent, the stockholder representative, and the Escrow Agent, and to secure the indemnification obligations of the cashing-out stockholders under Article IX of the Merger Agreement.
(c) Transaction Expenses. To pay the transaction expenses of Parent, Merger Sub, and the Surviving Corporation incurred at or in connection with the Closing, including, without limitation, legal fees, accounting fees, advisory fees, filing fees, printing costs, and other costs and expenses reasonably incurred in connection with the negotiation, documentation, and consummation of the Merger and the related transactions.
(d) Debt Financing Fees and Expenses. To pay the fees and expenses associated with the debt financing obtained in connection with the Merger, including original issue discount, arrangement fees, commitment fees, structuring fees, syndication fees, and other customary fees and expenses payable to Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, Ironvale Credit Fund III LP, and their respective affiliates and designees under the Debt Commitment Letter and the related fee letters.
(e) Working Capital Adjustment. To fund any working capital adjustment amounts owed by Parent at the Closing, to the extent that the estimated Net Working Capital of the Company as of the Closing Date is less than the Target Net Working Capital of $48,500,000 (subject to the collar of plus or minus $2,500,000, such that no adjustment shall be made to the Merger Consideration if the estimated Net Working Capital is between $46,000,000 and $51,000,000), in each case as calculated and determined in accordance with Section 2.7 of the Merger Agreement.
4.2 No Diversion
Parent shall not use the Commitment proceeds contributed by the Fund for any purpose other than as expressly set forth in Section 4.1 of this Letter without the prior written consent of the Fund. Any use of the Commitment proceeds by Parent in contravention of this Section 4.2 shall constitute a breach of this Letter and the Fund shall be entitled to seek all available remedies at law or in equity, including injunctive relief and specific performance.
5. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund hereby represents and warrants to Parent and, for purposes of the Company's rights as a third-party beneficiary under Section 8.2 of this Letter, to the Company, as of the date hereof and as of the Closing Date, as follows:
5.1 Organization and Existence
The Fund is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund has all requisite limited partnership power and authority to execute and deliver this Letter, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. Ardent Capital GP III LLC, a Delaware limited liability company, is the sole general partner of the Fund and has been duly authorized by the limited partnership agreement of the Fund and by all other requisite limited partnership and limited liability company action to execute and deliver this Letter on behalf of the Fund, and to bind the Fund to the obligations set forth herein.
5.2 Authorization and Enforceability
The execution, delivery, and performance by the Fund of this Equity Commitment Letter, and the consummation by the Fund of the transactions contemplated hereby, have been duly authorized by all necessary limited partnership and limited liability company action on the part of the Fund and the General Partner, including the approval of the Investment Committee of the Fund. The Investment Committee is comprised of the following members: Theodore "Ted" Hargrove, Victoria Langford, Marcus Ellison, Priya Chandrasekaran, and David Ng, each of whom has approved the Fund's entry into this Letter and the Fund's commitment to fund the Commitment in accordance with the terms hereof. No other action, approval, consent, or authorization on the part of the Fund, the General Partner, the Investment Committee, or any limited partner of the Fund is required in connection with the execution, delivery, or performance of this Letter.
This Letter has been duly executed and delivered by the Fund (acting through the General Partner) and constitutes a legal, valid, and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights and remedies generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").
5.3 No Conflicts
The execution, delivery, and performance by the Fund of this Letter, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the limited partnership agreement) of the Fund or the organizational documents (including the limited liability company agreement) of the General Partner, (b) violate, conflict with, or result in a breach of, or constitute a default (with or without notice, lapse of time, or both) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any contract, agreement, instrument, obligation, understanding, commitment, lease, license, or arrangement to which the Fund or the General Partner is a party or by which any of their respective assets or properties is bound, or (c) violate or conflict with any applicable law, statute, regulation, rule, judgment, order, writ, decree, or injunction of any governmental authority applicable to the Fund, the General Partner, or any of their respective assets or properties. No consent, approval, order, authorization, registration, declaration, or filing with or from any governmental authority or any other person is required on the part of the Fund or the General Partner in connection with the execution, delivery, and performance of this Letter.
5.4 Sufficiency of Funds
The Fund has, and at the Closing will have, sufficient capital commitments available and callable from its limited partners to fund the full amount of the Commitment in accordance with the terms of this Letter and the limited partnership agreement of the Fund. The Fund's total committed capital is $12,500,000,000 (Fund III, 2023 vintage), and the firm-wide assets under management of Ardent Capital Partners and its affiliated entities is approximately $31,400,000,000, distributed across four flagship fund vehicles and various co-investment vehicles. The Fund has reviewed its existing capital commitments, called and uncalled capital, existing investments, reserves, and other obligations, and has determined that sufficient uncalled capital commitments are available to fund the full amount of the Commitment at the Closing without any need for additional capital raising, amendment of the limited partnership agreement, or modification of the capital call mechanics set forth therein.
As of the date hereof, the Fund is not aware of any fact, circumstance, event, or condition (including any default, potential default, excuse, or defense on the part of any limited partner of the Fund) that would, or would reasonably be expected to, prevent, impair, or materially delay the Fund's ability to call capital from its limited partners and fund the full amount of the Commitment at the Closing in accordance with the terms of this Letter.
5.5 Solvency.  After giving effect to the funding of the Commitment at the Closing and the consummation of the transactions contemplated by the Merger Agreement and the other Transaction Documents, the Fund (a) will not be insolvent (as such term is defined under applicable federal and state laws relating to fraudulent conveyance and fraudulent transfer), (b) will not be left with unreasonably small capital or assets in relation to its business or any transaction contemplated to be undertaken by the Fund, and (c) will not have incurred, and does not intend to incur, and does not believe that it will incur, debts beyond its ability to pay such debts as they become due and payable (whether at maturity or otherwise). The Fund is not entering into this Letter or making the Commitment with the intent to hinder, delay, or defraud any present or future creditor of the Fund.
6. COVENANTS OF THE FUND
The Fund hereby covenants and agrees as follows:
6.1 Maintenance of Existence
The Fund shall maintain its existence as a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware from the date hereof until the earlier of (a) the Closing and (b) the valid termination of the Merger Agreement in accordance with its terms (and, with respect to any obligations of the Fund that survive such termination pursuant to Section 7.2 of this Letter, until such surviving obligations have been satisfied or have expired in accordance with their terms). The Fund shall not dissolve, liquidate, wind up its affairs, or take any action to effect any of the foregoing, in each case in a manner that would, or would reasonably be expected to, prevent, impair, or materially delay the Fund's ability to fund the Commitment in accordance with the terms of this Letter.
6.2 No Transfer or Assignment
The Fund shall not transfer, assign, delegate, or otherwise dispose of (whether by operation of law or otherwise) any of its rights or obligations under this Letter without the prior written consent of both Parent and the Company (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that the Fund may, without the prior written consent of Parent or the Company, transfer or assign all or a portion of its obligations hereunder to one or more affiliates of the Fund (each, a "Permitted Transferee"), subject to the following conditions: (i) such Permitted Transferee shall have assumed in writing, for the benefit of Parent and the Company, all of the obligations of the Fund hereunder with respect to the transferred or assigned portion of the Commitment, in form and substance reasonably satisfactory to Parent and the Company, and (ii) no such transfer or assignment shall relieve the Fund of any of its obligations under this Letter, and the Fund shall remain jointly and severally liable with such Permitted Transferee for all obligations of the Fund under this Letter with respect to the transferred or assigned portion of the Commitment. Any purported transfer or assignment in violation of this Section 6.2 shall be null and void and of no force or effect.
6.3 Notice of Inability to Fund
The Fund shall promptly (and in any event within five (5) business days) notify Parent in writing if at any time the Fund becomes aware of any fact, circumstance, event, or condition that has caused, or would reasonably be expected to cause or result in, the Fund's inability to fund the full amount of the Commitment at the Closing or any material delay in the Fund's ability to do so. Such notice shall describe in reasonable detail the nature of the relevant fact, circumstance, event, or condition and the actions, if any, being taken or proposed to be taken by the Fund to address or remediate such matter. The delivery of any such notice shall not relieve the Fund of any of its obligations under this Letter.
6.4 Cooperation with Financing
The Fund shall use its commercially reasonable efforts to cooperate in good faith with Parent's efforts to obtain and consummate the debt financing contemplated by the Debt Commitment Letter from Stonebridge Credit Partners LLC, the subordinated debt financing contemplated by the Subordinated Note Purchase Agreement with Crestline Mezzanine Partners II LP, and the co-investment commitments from Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP pursuant to their respective Co-Investment Agreements. Such cooperation shall include, without limitation, (a) providing information regarding the Fund and its affiliates reasonably requested by the debt financing sources or the co-investors, to the extent such information is customarily provided in connection with leveraged acquisition financings of the type contemplated hereby (subject to customary confidentiality protections), (b) causing officers or representatives of the Fund and the General Partner to be reasonably available for meetings, presentations, and due diligence sessions with the debt financing sources and the co-investors, (c) assisting with the preparation of customary marketing materials, information memoranda, and bank books, and (d) executing and delivering customary closing certificates, authorization documents, and officer's certificates required in connection with the debt financing and the co-investment commitments. Notwithstanding the foregoing, the Fund shall not be required to (i) incur any out-of-pocket costs or expenses in connection with such cooperation that are not promptly reimbursed by Parent, (ii) take any action that would unreasonably interfere with the Fund's business operations, or (iii) provide any information the disclosure of which is prohibited by applicable law or would result in the waiver of any attorney-client privilege, work product protection, or other applicable privilege.
7. TERMINATION
7.1 Termination Events
This Equity Commitment Letter shall terminate automatically, and the Fund's obligations hereunder (other than the obligations that survive termination pursuant to Section 7.2 below) shall be of no further force or effect, upon the earliest to occur of the following:
(a) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, upon (i) the mutual written consent of Parent and the Company, (ii) the expiration of the Outside Date of September 10, 2025, as such date may be extended to December 10, 2025 (the "Extended Outside Date") in accordance with Section 8.1 of the Merger Agreement if the sole remaining unsatisfied condition to Closing at such time relates to the receipt of required regulatory or governmental approvals, (iii) the issuance of a final, non-appealable order or judgment by a court of competent jurisdiction permanently enjoining or otherwise prohibiting the Merger, or (iv) any other termination event specified in Article VIII of the Merger Agreement);
(b) the Closing, at which point the Commitment shall have been funded in full in accordance with the terms of this Letter and the Fund's obligations hereunder shall be deemed to have been fully satisfied and discharged; and
(c) the payment by or on behalf of Parent of the Reverse Termination Fee of $140,000,000 in full to the Company in accordance with Section 8.3 of the Merger Agreement, to the extent that the Merger Agreement has been terminated and the Reverse Termination Fee constitutes the sole and exclusive remedy of the Company and its affiliates against Parent, Merger Sub, the Fund, and their respective affiliates, as expressly provided in the Merger Agreement.
7.2 Survival.  Notwithstanding the termination of this Letter pursuant to Section 7.1, the following provisions of this Letter shall survive any such termination and shall remain in full force and effect in accordance with their respective terms: Section 8 (No Third-Party Beneficiaries; Company's Rights), Section 9 (Remedies), Section 10 (Governing Law and Jurisdiction), Section 11 (Miscellaneous Provisions), and Section 12 (Defined Terms Cross-Reference).
8. NO THIRD-PARTY BENEFICIARIES; COMPANY'S RIGHTS
8.1 Intended Beneficiaries
Except as expressly provided in Section 8.2 below, this Letter is made solely for the benefit of, and may be enforced solely by, the Fund and Parent (and their respective successors and permitted assigns). Nothing in this Letter, express or implied, is intended to or shall confer upon any other person (including any limited partner of the Fund, any stockholder of the Company, any creditor of the Company, any portfolio company of the Fund, or any other third party) any right, benefit, or remedy of any nature whatsoever under or by reason of this Letter.
8.2 Company as Third-Party Beneficiary
Notwithstanding Section 8.1, Luminex Systems Holdings Inc. (the "Company") shall be an express third-party beneficiary of this Letter and shall be entitled to enforce, directly and in its own name, the Fund's obligation to fund the Commitment hereunder (including by seeking specific performance of such obligation in accordance with Section 9.1 of this Letter) in connection with, and solely to the extent of, the Company's right to enforce Parent's obligation to consummate the Closing under the Merger Agreement in accordance with the terms and conditions thereof. The Company's rights under this Section 8.2 shall be subject to the same conditions, limitations, qualifications, and restrictions as apply to the Company's right to seek specific performance of Parent's obligation to consummate the Closing under the Merger Agreement, including any requirement that the conditions to Closing set forth in Article VII of the Merger Agreement shall have been satisfied or waived and any other prerequisites to the Company's entitlement to specific performance as set forth in the Merger Agreement. For the avoidance of doubt, the Company shall not have any right to enforce this Letter to the extent that the Merger Agreement has been validly terminated in accordance with its terms or the Company is not otherwise entitled to specific performance of the Closing under the terms of the Merger Agreement.
9. REMEDIES
9.1 Specific Performance
The Fund acknowledges and agrees that irreparable damage would occur to Parent and the Company in the event that the Fund fails to fund the Commitment when required to do so under this Letter, and that monetary damages, even if available, would not be an adequate remedy for such breach. Accordingly, Parent (and the Company, as a third-party beneficiary in accordance with and subject to Section 8.2 of this Letter) shall be entitled to seek an injunction, specific performance, and other equitable relief to compel the Fund to perform its obligations under this Letter, including the obligation to fund the Commitment, without the necessity of proving actual damages, posting any bond or other security, or satisfying any other prerequisite to the availability of equitable relief (to the fullest extent permitted by applicable law). Such remedy shall be in addition to, and not in lieu of, any other remedy to which Parent or the Company may be entitled at law or in equity, subject to the limitations set forth in Section 9.2 of this Letter.
9.2 Cap on Liability
In no event shall the aggregate liability of the Fund (together with the General Partner, to the extent of its obligations in its capacity as general partner of the Fund) under or in connection with this Letter (including any liability for damages, specific performance, indemnification, or otherwise) exceed the Commitment amount of $695,980,000. This limitation on liability is an essential and material term of this Letter and shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
9.3 No Recourse Beyond the Fund
Notwithstanding anything to the contrary herein or in the Merger Agreement or any other Transaction Document, no recourse shall be had, and no claim or cause of action may be brought or maintained, against (a) any limited partner of the Fund (in such limited partner's capacity as such), (b) any portfolio company of the Fund (including, without limitation, Vectis Solutions LLC) or any of its subsidiaries, affiliates, directors, officers, or employees, (c) any affiliate of the Fund (other than Ardent Capital GP III LLC in its capacity as the general partner of the Fund, and solely to the extent of its obligations in such capacity), or (d) any director, officer, employee, member, partner, agent, or representative of the Fund, the General Partner, or any of their respective affiliates (in each case, in their capacity as such), for any obligation, liability, claim, or cause of action of the Fund under or arising out of this Letter (each of the persons and entities described in clauses (a) through (d), a "Non-Recourse Party"). Any claim or cause of action under or arising out of this Letter may be asserted solely against the Fund (and, to the extent of its obligations as general partner of the Fund, Ardent Capital GP III LLC). Each of the Non-Recourse Parties shall be an express third-party beneficiary of this Section 9.3 and shall be entitled to enforce the protections set forth herein directly and in its own name.
10. GOVERNING LAW AND JURISDICTION
10.1 Governing Law
This Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflicts-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
10.2 Jurisdiction and Venue
Each party hereto (and, for purposes of the Company's rights as a third-party beneficiary under Section 8.2, the Company) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if neither such state court accepts jurisdiction, the United States District Court for the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Letter or the transactions contemplated hereby, and each party hereby irrevocably and unconditionally (a) agrees not to commence any such action, suit, or proceeding except in such courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of process in any such action, suit, or proceeding by the delivery of such process in accordance with the notice provisions set forth in Section 11.2 of this Letter, provided that nothing in this Section 10.2 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
10.3 Waiver of Jury Trial
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS LETTER. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.
11. MISCELLANEOUS PROVISIONS
11.1 Amendments and Waivers
No provision of this Letter may be amended, supplemented, restated, or otherwise modified, and no provision hereof may be waived, except by a written instrument signed by the Fund and Parent. Notwithstanding the foregoing, any amendment, supplement, restatement, modification, or waiver of any provision of this Letter that would reasonably be expected to adversely affect the rights or interests of the Company as a third-party beneficiary under Section 8.2 of this Letter (including, without limitation, any reduction of the Commitment amount, any addition of conditions to the Fund's obligation to fund the Commitment, or any modification of the Company's enforcement rights under Sections 8.2 or 9.1) shall not be effective unless the Company shall have consented to such amendment, supplement, restatement, modification, or waiver in writing. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
11.2 Notices.  All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed duly given (a) when delivered personally to the recipient, (b) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) upon transmission by electronic mail (with confirmation of receipt by the recipient, which confirmation may be electronic), or (d) three (3) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, in each case addressed as follows (or to such other address as any party may designate by written notice given in accordance with this Section 11.2):
If to the Fund:
Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022
Attention: Theodore Hargrove and Victoria Langford
Email: thargrove@ardentcap.com; vlangford@ardentcap.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 7 Times Square New York, New York 10036
Attention: James Prentice, Esq.
Email: jprentice@calderwoodharkness.com
If to Parent:
Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022
Attention: David Ng
Email: dng@ardentcap.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 7 Times Square New York, New York 10036
Attention: James Prentice, Esq.
Email: jprentice@calderwoodharkness.com
If to the Company (for purposes of Section 8.2 third-party beneficiary rights):
Luminex Systems Holdings Inc. 2100 Reston Gateway Drive, Suite 800 Reston, Virginia 20191
Attention: Dr. Stefan Kessler and Annelise Gruber
Email: skessler@luminexsystems.com; agruber@luminexsystems.com
with a copy to (which shall not constitute notice):
Caldwell, Raines & Sheppard LLP 51 West 52nd Street New York, New York 10019
Attention: Patricia Okonkwo, Esq.
Email: pokonkwo@caldwellraines.com
11.3 Entire Agreement
This Letter, together with the Merger Agreement, the other Transaction Documents (including the Limited Guarantee, the Debt Commitment Letter, the Co-Investment Agreements, the Subordinated Note Purchase Agreement, and the other equity commitment letters delivered in connection with the Merger), and the other agreements, instruments, and documents delivered in connection herewith and therewith, constitutes the entire agreement of the parties (and, to the extent of the Company's rights as a third-party beneficiary, the Company) with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, among the parties and the Company with respect to the subject matter hereof.
11.4 Counterparts.  This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Letter and of signature pages by facsimile or electronic transmission (including by .pdf, .tif, or similar format) shall constitute effective execution and delivery of this Letter as to the parties and may be used in lieu of an original for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.
11.5 Severability.  If any term or provision of this Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Letter or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Letter so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner, and the remaining provisions of this Letter shall continue in full force and effect and shall not be affected, impaired, or invalidated in any way.
11.6 Headings.  The section and subsection headings contained in this Letter are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Letter.
12. DEFINED TERMS CROSS-REFERENCE
Capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to such terms in the Merger Agreement (Agreement and Plan of Merger, dated as of March 24, 2025, among Parent, Merger Sub, and the Company). For convenience of reference, certain key defined terms used in this Letter are set forth below:
"Closing" shall have the meaning ascribed to such term in the Merger Agreement.
"Commitment" means $695,980,000 (Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars), as described in Section 1.2 of this Letter.
"Debt Commitment Letter" means the commitment letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), from Stonebridge Credit Partners LLC, as administrative agent and lead arranger, together with Birchwood Capital Finance LLC and Ironvale Credit Fund III LP, as initial lenders, providing for the Term Loan B and the Revolving Credit Facility.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Consideration" means $20.00 per share in cash, without interest, for each outstanding share of Company common stock (other than rollover shares, dissenting shares, and shares held in treasury by the Company or owned by Parent or Merger Sub), as defined in the Merger Agreement.
"Outside Date" means September 10, 2025, as such date may be extended to December 10, 2025 (the "Extended Outside Date") in accordance with the terms of Section 8.1 of the Merger Agreement.
"Reverse Termination Fee" means $140,000,000, as described in Section 8.3 of the Merger Agreement.
"Transaction Documents" means the Merger Agreement and all agreements, instruments, certificates, and documents delivered by any party in connection with the transactions contemplated by the Merger Agreement, including this Letter, the Limited Guarantee, the Debt Commitment Letter, the Co-Investment Agreements, the Subordinated Note Purchase Agreement, the Escrow Agreement, the Stockholders' Agreement, the Management Rollover Agreement, and all related ancillary documents.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned has caused this Equity Commitment Letter to be duly executed and delivered as of the date first written above.
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital GP III LLC, its General Partner
By: ________
Name: Theodore "Ted" Hargrove
Title: Co-Founder & Managing Partner
By: ________
Name: Victoria Langford
Title: Co-Founder & Managing Partner
ACKNOWLEDGED AND AGREED as of the date first written above:
ARDENT APEX HOLDINGS INC.
By: ________
Name: David Ng
Title: President
ACKNOWLEDGED AND AGREED, solely for purposes of confirming its rights as a third-party beneficiary under Section 8.2 of this Letter, as of the date first written above:
LUMINEX SYSTEMS HOLDINGS INC.
By: ________
Name: Dr. Stefan Kessler
Title: Chief Executive Officer
EXHIBIT A
Form of Funds Flow (Cross-Reference)
The detailed funds flow setting forth the sources and uses of funds for the Closing, including the wire transfer instructions, account designations, payment amounts, and timing of each payment, will be set forth in the Funds Flow Memorandum (the "Funds Flow Memo") to be prepared by Parent (in consultation with the Company, the debt financing sources, and the escrow agent) in connection with the Closing. The Funds Flow Memo will be circulated to all relevant parties not less than three (3) business days prior to the anticipated Closing Date for review and approval.
For reference purposes, the following is a summary of the anticipated aggregate sources and uses of funds in connection with the Closing:
Summary of Sources:
The Fund's equity contribution of $695,980,000 represents approximately 24.9% of total cash sources (excluding non-cash management rollover equity and the undrawn Revolving Credit Facility).
Summary of Uses:
The minor difference between aggregate cash sources and aggregate cash uses (excluding management rollover) will be reconciled through the final working capital adjustment calculation (based on the Target Net Working Capital of $48,500,000, subject to the collar of ±$2,500,000), available balance sheet cash of the Company at Closing, and other customary true-up mechanisms as set forth in the Merger Agreement. The final Funds Flow Memo will reflect exact dollar amounts and will be subject to the approval of Parent, the Company, and the relevant financing parties.
This Exhibit A is provided for reference purposes only and does not modify or supplement the obligations of the Fund under the Equity Commitment Letter. In the event of any conflict between this Exhibit A and the terms of the Equity Commitment Letter or the Merger Agreement, the terms of the Equity Commitment Letter or the Merger Agreement, as applicable, shall control.
Source | Amount | Type
Ardent Capital Partners III LP — Equity Commitment | $695,980,000 | Cash equity
Management Rollover Equity (non-cash contribution) | $405,020,000 | Rollover equity
Northvale Sovereign Holdings Ltd. — Co-Investment | $200,000,000 | Cash equity
Summit Ridge Capital Partners LP — Co-Investment | $100,000,000 | Cash equity
Crestline Mezzanine Partners II LP — Subordinated Notes | $300,000,000 | Subordinated debt
Term Loan B (Senior Secured Credit Facility) | $1,200,000,000 | Senior secured debt
Revolving Credit Facility (undrawn at Closing) | $0 | Revolver (available)
Total Cash Sources | $2,495,980,000
Total Sources (including rollover) | $2,901,000,000
Use | Amount
Equity consideration to cashing-out stockholders | $2,394,980,000
Estimated Parent / Buyer transaction expenses | $62,000,000
Estimated Company / Seller transaction expenses (payable at Closing) | $29,000,000
Debt financing fees (OID, arrangement fees, and related costs) | $24,000,000
Working capital and balance sheet adjustments (estimated) | $5,020,000
Total Uses (approximate) | $2,515,000,000
Source | Amount | % of Total Sources
Ardent Capital Partners III LP — Equity Commitment | $695,980,000 | ~24.0%
Management Rollover Equity (non-cash) | $405,020,000 | ~14.0%
Northvale Sovereign Holdings Ltd. — Co-Investment | $200,000,000 | ~6.9%
Summit Ridge Capital Partners LP — Co-Investment | $100,000,000 | ~3.4%
Crestline Mezzanine Partners II LP — Subordinated Notes | $300,000,000 | ~10.3%
Stonebridge Term Loan B | $1,200,000,000 | ~41.4%
Revolving Credit Facility (undrawn at Closing) | $0 | 0.0%
Total Sources | ~$2,901,000,000 | 100.0%
Use | Amount
Equity consideration to cashing-out stockholders | ~$2,394,980,000
Escrow deposit (5% of deal value) | $140,000,000
Estimated Buyer transaction expenses | ~$62,000,000
Estimated Seller transaction expenses (paid at Closing) | ~$29,000,000
Debt financing fees (OID, arrangement, and related) | ~$24,000,000
Working capital / balance sheet adjustments (estimated) | ~$5,020,000
Management rollover (non-cash; equity contribution in kind) | $405,020,000
Total Uses (approximate) | ~$2,915,000,000

CONFIDENTIAL

ARDENT CAPITAL PARTNERS III LP

ARDENT APEX HOLDINGS INC.

LUMINEX SYSTEMS HOLDINGS INC.

EXHIBIT A

Record

Parties

Dates

Amounts