1001-00004 · Ardent Capital Partners · Financing

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FEE LETTER

(Confidential)

March 8, 2025

Fee Letter Reference No. SC-2025-0312-AC

Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022 EIN: 93-2178435

Attention: Authorized Officer

Ladies and Gentlemen:

Reference is made to that certain Commitment Letter dated as of March 8, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Commitment Letter"), Reference No. SC-2025-0312-AC, between Stonebridge Credit Partners LLC, a Delaware limited liability company ("Stonebridge," the "Lead Arranger," and the "Administrative Agent"), having its principal offices at 600 Lexington Avenue, 20th Floor, New York, NY 10022 (Contact: Nathan Ostrowski, Managing Director, Sponsor Finance), and Ardent Apex Holdings Inc., a Delaware corporation ("Holdings" or "you"), pursuant to which Stonebridge has committed to provide a senior secured credit facility in an aggregate principal amount of $1,400,000,000 (the "Credit Facility"), consisting of (a) a $1,200,000,000 Term Loan B facility (the "Term Loan") and (b) a $200,000,000 Revolving Credit Facility (the "Revolver"), in connection with the acquisition (the "Acquisition") by Ardent Apex Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Holdings (the "Merger Sub"), of Luminex Systems Holdings Inc., a Delaware corporation (the "Target"), pursuant to a reverse triangular merger under the Delaware General Corporation Law, for an aggregate equity consideration of approximately $2,800,000,000, all as more fully described in the Commitment Letter.

This fee letter (this "Fee Letter") sets forth certain fees and other economic terms that have been agreed upon between Stonebridge and Holdings in connection with the Credit Facility. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Commitment Letter.

The purpose of this Fee Letter is to set forth the arrangement fee, original issue discount, structuring fee, commitment fee, administrative agent fee, market flex provisions, and related economic terms applicable to the Credit Facility. The terms set forth herein are confidential and are subject to the confidentiality provisions set forth in Section 10 below.

1. Arrangement Fee

In consideration of Stonebridge's agreement to act as Lead Arranger for the Credit Facility, and for the services rendered and to be rendered by Stonebridge in connection with the structuring, arranging, and syndication of the Credit Facility, Holdings hereby agrees to pay to Stonebridge Credit Partners LLC, in its capacity as Lead Arranger, an arrangement fee (the "Arrangement Fee") in an amount equal to 0.50% of the aggregate commitments under the Credit Facility (i.e., 0.50% of $1,400,000,000), which equals $7,000,000.

The Arrangement Fee shall be payable in full in immediately available funds on the Closing Date. As used herein, "Closing Date" means the date on which the Acquisition is consummated and the initial borrowings under the Credit Facility are funded in accordance with the terms and conditions of the Commitment Letter and the definitive Credit Agreement.

The Arrangement Fee, once paid, shall be fully earned, non-refundable, and non-creditable under any circumstances, regardless of any subsequent reduction, termination, or cancellation of the commitments under the Credit Facility, and regardless of any subsequent refinancing, repricing, or amendment of the Credit Facility. The Arrangement Fee shall not be subject to any setoff, counterclaim, deduction, or withholding of any kind. No portion of the Arrangement Fee shall be refunded or returned to Holdings or any other person for any reason whatsoever once such payment has been received by Stonebridge.

For the avoidance of doubt, the Arrangement Fee is payable solely in connection with Stonebridge's role as Lead Arranger and is separate and distinct from the Structuring Fee described in Section 3, the Administrative Agent Fee described in Section 5, and the original issue discount described in Section 2.

2. Original Issue discount — Term Loan B

The Term Loan B shall be issued at an original issue discount ("OID") of 1.00% of the aggregate principal amount of the Term Loan B funded on the Closing Date. Based on the full commitment amount of the Term Loan B, the OID is calculated as follows:

1.00% × $1,200,000,000 = $12,000,000

The OID shall be implemented through the issuance of the Term Loan B at a price of 99.00% of par, such that the net funded amount advanced to the borrower on the Closing Date with respect to the Term Loan B shall be $1,188,000,000, while the outstanding principal obligation of the borrower under the Term Loan B shall be $1,200,000,000. The difference between the par amount and the net funded amount (i.e., $12,000,000) constitutes the OID.

The OID constitutes a portion of the total debt financing fees referenced in the Sources and Uses schedule for the Acquisition, which estimates total debt financing fees of approximately $24,000,000, of which $12,000,000 is attributable to OID. The OID is not separately payable in cash by Holdings or the borrower but is instead reflected as a discount to the funded amount of the Term Loan B at the time of initial funding.

If the aggregate commitments under the Term Loan B are reduced prior to the Closing Date (whether as a result of a flex exercise, voluntary reduction, or otherwise), or if the Term Loan B is not funded in full on the Closing Date, the OID shall be calculated on the actual funded amount of the Term Loan B on the Closing Date at the rate of 1.00% of such actual funded amount, and the net funded proceeds shall be correspondingly adjusted.

For illustrative purposes, if the Term Loan B commitments are reduced to $1,000,000,000 prior to the Closing Date, the OID would equal $10,000,000 and the net funded amount would be $990,000,000. The foregoing is provided for illustration only and does not limit or modify the provisions of the Commitment Letter regarding commitment reductions.

3. Upfront / Structuring Fee

In consideration of the services rendered and to be rendered by Stonebridge Credit Partners LLC in connection with the structuring, negotiation, and documentation of the Credit Facility, Holdings hereby agrees to pay to Stonebridge a structuring fee (the "Structuring Fee") in the amount of $5,000,000.

The Structuring Fee, together with the Arrangement Fee ($7,000,000) and the OID ($12,000,000), comprises the total estimated debt financing fees of $24,000,000 referenced in the Sources and Uses schedule for the Acquisition. The allocation among these components has been agreed between the parties and reflects the overall economics of the financing arrangement.

The Structuring Fee shall be payable in full in immediately available funds on the Closing Date. The Structuring Fee, once paid, shall be fully earned, non-refundable, and non-creditable under any circumstances, regardless of any subsequent reduction, termination, or cancellation of the commitments under the Credit Facility, and regardless of any subsequent refinancing, repricing, or amendment of the Credit Facility. The Structuring Fee shall not be subject to any setoff, counterclaim, deduction, or withholding of any kind.

The Structuring Fee is separate from and in addition to the Arrangement Fee and is payable solely to Stonebridge in its capacity as structuring agent for the Credit Facility. For the avoidance of doubt, no portion of the Structuring Fee shall be allocated to or shared with any syndicate lender unless otherwise determined by Stonebridge in its sole discretion.

4. Commitment Fee — Revolving Credit Facility

Holdings hereby agrees that, following the Closing Date, a commitment fee (the "Commitment Fee") shall be payable to the Administrative Agent, for the ratable account of the revolving lenders, on the daily average undrawn and uncancelled amount of the commitments under the $200,000,000 Revolving Credit Facility.

The Commitment Fee shall accrue at a rate of 0.50% per annum on the undrawn commitments under the Revolver, subject to the following step-down:

The Commitment Fee shall be calculated on the basis of an Actual/360 day count convention (i.e., the actual number of days elapsed in the applicable quarter divided by 360). The Commitment Fee shall be payable quarterly in arrears on the last business day of each fiscal quarter, commencing on the last business day of the first full fiscal quarter following the Closing Date, and on the date of any termination or permanent reduction of the revolving commitments.

It is expected that the Revolver shall be undrawn at closing. For purposes of calculating the Commitment Fee, the aggregate undrawn amount of the Revolver shall be reduced by the face amount of any outstanding letters of credit issued under the Revolver and by the aggregate principal amount of any revolving loans outstanding under the Revolver.

For reference, the Revolving Credit Facility is subject to a springing financial covenant requiring maintenance of a maximum first-lien net leverage ratio of 6.50:1.00, which financial covenant shall be tested only when revolving credit utilization (including outstanding revolving loans and letters of credit, but excluding up to $15,000,000 of undrawn letters of credit) exceeds 40% of aggregate revolving commitments (i.e., exceeds $80,000,000) at the end of any fiscal quarter. The terms of such financial covenant, including applicable cure rights and equity contribution mechanics, shall be as set forth in the definitive Credit Agreement.

5. Administrative Agent Fee

Holdings hereby agrees to pay to Stonebridge Credit Partners LLC, in its capacity as Administrative Agent under the definitive Credit Agreement governing the Credit Facility, an annual administrative agent fee (the "Administrative Agent Fee") in the amount of $150,000 per annum.

The Administrative Agent Fee shall be payable annually in advance, with the first payment due on the Closing Date and subsequent payments due on each anniversary of the Closing Date for the remaining term of the Credit Facility. The Administrative Agent Fee shall be non-refundable and non-creditable once paid, regardless of any subsequent termination of the Credit Facility (whether voluntary or involuntary), any resignation or removal of the Administrative Agent, or any reduction in the commitments or outstanding loans under the Credit Facility.

If the Closing Date does not fall on the first day of a calendar year, the initial Administrative Agent Fee payment shall not be pro-rated and shall be payable in full for the first year of the Credit Facility. If the Credit Facility is terminated prior to the next anniversary of the Closing Date, no refund or credit of any portion of the Administrative Agent Fee shall be due.

The Administrative Agent Fee is payable solely for the account of Stonebridge in its capacity as Administrative Agent and is separate from and in addition to the Arrangement Fee, the Structuring Fee, and any other fees or compensation payable under this Fee Letter, the Commitment Letter, or the Credit Agreement.

6. Syndication

Holdings acknowledges and agrees that Stonebridge Credit Partners LLC intends to syndicate portions of the commitments under the Credit Facility to one or more co-lenders in order to achieve a broadly distributed lending syndicate. As of the date hereof, Stonebridge has identified the following institutions as expected syndicate participants:

(a) Birchwood Capital Finance LLC, 100 Federal Street, 28th Floor, Boston, MA 02110 (Contact: Diane Pritchard), with an expected hold amount of approximately $350,000,000; and

(b) Ironvale Credit Fund III LP, 9 West 57th Street, Suite 3100, New York, NY 10019 (Contact: Robert Tannenbaum), with an expected hold amount of approximately $250,000,000.

Holdings agrees to use commercially reasonable efforts to cooperate with the syndication efforts of Stonebridge, including, without limitation:

(i) participating in lender meetings, lender presentations, and one-on-one meetings with prospective syndicate lenders at such times and locations as may be reasonably requested by Stonebridge;

(ii) assisting in the preparation of a confidential information memorandum, lender presentation materials, and other information packages to be distributed to prospective syndicate lenders, including providing such financial statements, projections, business descriptions, industry analyses, and other information regarding the Target and the combined enterprise as Stonebridge may reasonably request;

(iii) making available senior management of Holdings (and, following the Closing Date, the Target) for due diligence sessions and Q&A sessions with prospective syndicate lenders;

(iv) obtaining and providing to Stonebridge customary authorization letters permitting the distribution of information regarding the Target to prospective syndicate lenders; and

(v) using commercially reasonable efforts to ensure that the syndication of the Credit Facility benefits from Holdings' and the Target's existing lending relationships to the extent practicable.

Holdings acknowledges that any syndication fees, upfront fees, participation fees, or other economics offered by Stonebridge to syndicate lenders in connection with the syndication of the Credit Facility shall be allocated from the Arrangement Fee and/or the OID described in Sections 1 and 2 hereof, respectively, and shall not in any event increase the total fees or total OID payable by or borne by Holdings or the borrower. The aggregate fees payable by Holdings in connection with the Credit Facility shall not exceed the amounts set forth in this Fee Letter as a result of any syndication arrangement.

Stonebridge retains the sole right, in its discretion, to allocate portions of the Arrangement Fee and OID to syndicate lenders as Stonebridge determines appropriate in connection with the syndication, including, without limitation, the right to offer upfront fees or discounted pricing to specific syndicate lenders to the extent necessary to achieve successful syndication. Holdings shall have no right to approve, disapprove, or otherwise direct the allocation of fees or economics among syndicate lenders.

Stonebridge's final hold amount following the completion of syndication shall be as agreed between Stonebridge and Holdings, subject to the terms of the Commitment Letter, including any minimum hold amount provisions set forth therein. For the avoidance of doubt, Stonebridge's commitment obligations under the Commitment Letter shall not be reduced or released as a result of any proposed syndication until the applicable syndicate lenders have executed binding commitment documents.

7. Market Flex Provisions

In connection with the syndication of the Credit Facility, Stonebridge Credit Partners LLC shall have the right (the "Flex Right") to modify the pricing and certain other terms of the Credit Facility as set forth in this Section 7, to the extent that Stonebridge determines, in its reasonable judgment, that such modifications are necessary or advisable to ensure the successful syndication of the Credit Facility on terms acceptable to Stonebridge.

(a) Spread Flex — Term Loan B. Stonebridge may increase the applicable interest rate spread on the Term Loan B (currently set at SOFR + 475 basis points per annum) by up to 50 basis points, to a maximum of SOFR + 525 basis points per annum. Any such increase may be applied in increments of 12.5 basis points.

(b) OID Flex — Term Loan B. Stonebridge may increase the OID on the Term Loan B by up to an additional 1.00% of the aggregate principal amount of the Term Loan B (from 1.00% to a maximum of 2.00%), in increments of 0.25%. Any increase in OID shall reduce the net funded proceeds of the Term Loan B correspondingly, and such reduction shall be borne by Holdings or funded from alternative sources as set forth in the Commitment Letter.

(c) Spread Flex — Revolver. Stonebridge may increase the applicable interest rate spread on the Revolver (currently set at SOFR + 425 basis points per annum) by up to 50 basis points, to a maximum of SOFR + 475 basis points per annum. Any such increase may be applied in increments of 12.5 basis points.

(d) SOFR Floor. The Term Loan B shall be subject to a SOFR floor of 0.75% (the "SOFR Floor"). In connection with the exercise of the Flex Right, Stonebridge may increase the SOFR Floor applicable to the Term Loan B by up to 25 basis points, to a maximum of 1.00%.

(e) Documentation Flex. Stonebridge may modify certain terms and conditions of the Credit Facility documentation (including the definitive Credit Agreement, the Guarantee and Collateral Agreement, and related documents) to the extent reasonably necessary to ensure successful syndication, including, without limitation:

(i) modifications to the financial covenant levels (including the maximum first-lien net leverage ratio of 6.50:1.00 and the testing threshold of 40% revolving credit utilization);

(ii) modifications to mandatory prepayment provisions, including excess cash flow sweep percentages and the applicable step-downs thereto;

(iii) modifications to call protection provisions, including the addition of or increase in any applicable soft-call premium or repricing premium applicable during the first 6 to 12 months following the Closing Date;

(iv) modifications to negative covenant baskets and exceptions to the extent reasonably necessary to address syndicate lender feedback; and

(v) such other modifications as are customary for leveraged acquisition financings of this type and size.

(f) Cap on Aggregate Flex. Notwithstanding the foregoing, the aggregate increase in yield to the lenders resulting from the exercise of any combination of the Flex Rights described in clauses (a), (b), and (d) above (calculated as the sum of (x) any increase in interest rate spread, (y) the annualized yield impact of any increase in OID, assuming a four-year average life, and (z) the yield impact of any increase in the SOFR Floor, calculated based on the then-prevailing SOFR rate) shall not exceed 100 basis points in the aggregate.

(g) Notice of Flex Exercise. Stonebridge shall provide written notice to Holdings of any exercise of the Flex Right, specifying in reasonable detail the modifications to be made and the rationale therefor. Holdings shall have a period of three (3) business days following receipt of such notice to discuss such modifications with Stonebridge, provided that nothing in this clause (g) shall require Stonebridge to obtain the consent of Holdings to the exercise of any Flex Right set forth herein or limit Stonebridge's ability to implement any such modifications following such three-business-day period.

(h) Reverse Flex. If, following the date hereof and prior to the completion of syndication, market conditions improve such that the Credit Facility could be syndicated at more favorable pricing than that set forth in the Commitment Letter (as may have been modified by the exercise of any Flex Right hereunder), Stonebridge and Holdings may agree to reduce the pricing of the Credit Facility (including the interest rate spread, OID, and/or SOFR Floor). Any such reduction shall be effected by mutual written agreement of the parties, and any resulting savings (measured as the reduction in aggregate yield to the lenders) shall be shared equally (50/50) between Stonebridge (including for its allocation to syndicate lenders) and Holdings (as a reduction in the fees or economics borne by Holdings).

8. Conditions to Fee Obligations

The fee obligations of Holdings under this Fee Letter (other than the expense reimbursement obligations set forth in Section 9, which shall apply regardless of whether the Acquisition is consummated) are expressly conditioned upon and subject to:

(a) the consummation of the Acquisition in accordance with the terms of the Agreement and Plan of Merger, dated as of February 14, 2025 (the "Merger Agreement"), by and among Holdings, Merger Sub, and the Target;

(b) the satisfaction (or waiver by Stonebridge in its sole discretion) of each of the conditions precedent to the initial funding under the Commitment Letter and the definitive Credit Agreement; and

If the Acquisition is not consummated for any reason, or if the Commitment Letter is terminated in accordance with its terms (including as a result of the occurrence of the Outside Date (as defined below)), no fees shall be payable by Holdings under Sections 1 through 5 of this Fee Letter, and Holdings shall have no further obligations hereunder except with respect to (i) the expense reimbursement obligations set forth in Section 9, (ii) the confidentiality obligations set forth in Section 10, and (iii) any other obligations that by their terms survive termination as set forth in Section 14.

As used herein, "Outside Date" means September 10, 2025; provided that the Outside Date shall be automatically extended to December 10, 2025 if, as of September 10, 2025, the sole condition precedent to the consummation of the Acquisition that remains unsatisfied is the receipt of required regulatory approvals (including, without limitation, the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the receipt of any required approval from the Committee on Foreign Investment in the United States). The Outside Date provisions set forth herein are coextensive with and shall be interpreted consistently with the corresponding provisions of the Commitment Letter.

9. Expense Reimbursement

Holdings hereby agrees to reimburse Stonebridge Credit Partners LLC for all reasonable and documented out-of-pocket fees, costs, and expenses incurred by Stonebridge in connection with the Credit Facility, the Commitment Letter, this Fee Letter, and the transactions contemplated hereby and thereby, whether or not the Acquisition is consummated or the Credit Facility is funded. Such reimbursable expenses shall include, without limitation:

(a) the reasonable and documented fees and disbursements of counsel to Stonebridge (including the fees and expenses of Whitfield, Carr & Delaney LLP, as primary outside counsel, and any local counsel, regulatory counsel, or special counsel retained by Stonebridge in connection with the Credit Facility);

(b) all reasonable and documented out-of-pocket due diligence expenses, including the fees and expenses of third-party consultants, appraisers, environmental consultants, and insurance advisors retained by or on behalf of Stonebridge in connection with the evaluation of the Target, its assets, and its business;

(c) all reasonable and documented syndication expenses, including the costs of printing, reproduction, and distribution of the confidential information memorandum, lender presentation materials, and other information packages to prospective syndicate lenders, as well as the costs of hosting lender meetings and lender calls (including facility and catering costs);

(d) all filing fees, recording fees, search fees, title insurance premiums, and other costs and expenses incurred in connection with the perfection of security interests in the collateral securing the Credit Facility, including filings with the Delaware Secretary of State, the United States Patent and Trademark Office, the United States Copyright Office, and applicable county recording offices;

(e) all reasonable and documented travel expenses incurred by Stonebridge personnel in connection with due diligence, lender meetings, closing activities, and other matters related to the Credit Facility; and

(f) all other reasonable and documented out-of-pocket costs and expenses incurred by Stonebridge in connection with the Credit Facility and the transactions contemplated by the Commitment Letter and this Fee Letter.

The expense reimbursement obligations of Holdings under this Section 9 shall survive the termination of this Fee Letter and the Commitment Letter, regardless of the reason for such termination, and shall remain in full force and effect until all reimbursable expenses have been paid in full. Stonebridge shall provide Holdings with reasonably detailed invoices for expenses to be reimbursed, and Holdings shall pay such invoices within thirty (30) days of receipt thereof.

No cap on the aggregate amount of expense reimbursement is imposed under this Fee Letter; provided that all expenses must satisfy the "reasonable and documented" standard set forth herein. Holdings reserves the right to contest in good faith any expense that it believes does not meet such standard, but any such contest shall not relieve Holdings of its obligation to pay the undisputed portion of any invoice in a timely manner.

10. Confidentiality

This Fee Letter and its terms (including, without limitation, the specific fee amounts, the OID, the market flex provisions, and the other economic terms set forth herein) are strictly confidential and shall not be disclosed by Holdings, any of its affiliates, or any of their respective representatives to any person without the prior written consent of Stonebridge Credit Partners LLC, except as follows:

(a) Sponsor and Advisors. Holdings may disclose the terms of this Fee Letter to Ardent Capital Partners III LP and its officers, directors, employees, partners, members, and advisors (including, without limitation, Calderwood & Harkness LLP (Attn: James Prentice and Sandra Tung) and Pendleton & Associates LLP (Attn: Richard Chow)), in each case who have a need to know such information in connection with the Acquisition and the financing thereof and who are informed of the confidential nature of such information and agree (or are otherwise obligated) to keep such information confidential.

(b) Merger Sub. Holdings may disclose the terms of this Fee Letter to Ardent Apex Merger Sub Inc. (the "Merger Sub") and its officers and directors.

(c) Legal and Regulatory Requirements. Holdings may disclose the terms of this Fee Letter to the extent required by applicable law, regulation, or legal process (including any subpoena or civil investigative demand), or to the extent required to be disclosed in any regulatory filing made in connection with the Acquisition (including any filing with the Securities and Exchange Commission, the Federal Trade Commission, the Department of Justice, or any other governmental authority); provided that, to the extent permitted by applicable law, Holdings shall provide Stonebridge with prior written notice of any such required disclosure and shall use commercially reasonable efforts to minimize the scope of such disclosure and to obtain confidential treatment for any information so disclosed.

(d) Co-Investors and Mezzanine Lender. Holdings may disclose the terms of this Fee Letter (other than the market flex provisions set forth in Section 7, which shall not be disclosed pursuant to this clause (d)) to (i) Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP (as co-investors in the Acquisition) and (ii) Crestline Mezzanine Partners II LP (as mezzanine lender), in each case solely to the extent necessary for intercreditor and financing coordination purposes, and subject to such persons' agreement to maintain the confidentiality of such information on terms no less restrictive than those set forth in this Section 10.

(e) Enforcement. Holdings may disclose the terms of this Fee Letter in connection with the exercise or enforcement of rights or remedies hereunder or under the Commitment Letter, including in any judicial, arbitral, or administrative proceeding relating hereto.

Notwithstanding the foregoing restrictions, disclosure of the existence of this Fee Letter (but not the specific fee amounts, OID, market flex provisions, or other economic terms contained herein) is permitted in the Merger Agreement and in any related disclosure schedules delivered in connection therewith.

The specific fee amounts, flex terms, and market flex provisions set forth in this Fee Letter are subject to heightened confidentiality and shall not be disclosed, under any circumstances (except as required by applicable law as described in clause (c) above), to:

(i) the Target or any of its officers, directors, employees, or representatives;

(ii) the Target's legal counsel, Caldwell, Raines & Sheppard LLP, or its financial advisor, Pinehurst Rothwell & Co.;

(iii) the selling stockholders, including Ridgeline Growth Equity Fund II LP and Meridian Venture Partners IV LP, or any of their respective affiliates, officers, directors, employees, partners, members, or representatives; or

(iv) any other person who is acting on behalf of, or who owes a fiduciary or contractual duty to, the Target or the selling stockholders in connection with the Acquisition.

The confidentiality obligations of Holdings under this Section 10 shall survive the termination of this Fee Letter for a period of two (2) years following the date of such termination.

11. Relationship to Commitment Letter and Credit Agreement

This Fee Letter is supplemental to and should be read together with the Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), between Stonebridge and Holdings. Together, this Fee Letter and the Commitment Letter set forth the complete terms of the commitment by Stonebridge to provide the Credit Facility and the economic terms applicable thereto.

In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Commitment Letter, the terms of this Fee Letter shall control and govern with respect to all fee-related matters (including, without limitation, the amount, timing, and conditions of payment of the Arrangement Fee, the Structuring Fee, the OID, the Commitment Fee, and the Administrative Agent Fee, and the terms of the market flex provisions), and the terms of the Commitment Letter shall control and govern with respect to all other matters.

Upon the execution and delivery of the definitive Credit Agreement and the related fee schedules, the fee provisions set forth in this Fee Letter shall be superseded by the corresponding provisions of the Credit Agreement and such fee schedules, to the extent that such matters are specifically addressed therein; provided, however, that:

(a) any fees that are earned and payable on the Closing Date under this Fee Letter (including the Arrangement Fee, the Structuring Fee, and the first Administrative Agent Fee payment) that are not specifically addressed in or superseded by the Credit Agreement shall remain payable in accordance with the terms of this Fee Letter;

(b) the market flex provisions set forth in Section 7 of this Fee Letter shall continue in full force and effect until the earlier of (x) the completion of the syndication of the Credit Facility and (y) the date on which the Flex Right expires in accordance with its terms; and

(c) the confidentiality, expense reimbursement, and governing law provisions of this Fee Letter shall survive as provided in Section 14 regardless of the execution of the Credit Agreement.

For reference, the principal terms of the Credit Facility, as set forth in the Commitment Letter, are as follows:

Term Loan B: $1,200,000,000 aggregate principal amount; 7-year maturity; interest rate of SOFR + 475 basis points per annum (subject to flex); SOFR floor of 0.75%; 1.00% annual amortization (payable quarterly in equal installments of 0.25% of the original principal amount); balance due at maturity.

Revolving Credit Facility: $200,000,000 aggregate commitments; 5-year maturity; interest rate of SOFR + 425 basis points per annum (subject to flex); commitment fee on undrawn amounts as set forth in Section 4 hereof; springing financial covenant as set forth in Section 4 hereof.

The borrower under the Credit Agreement shall be Luminex Systems Holdings Inc. (as the surviving corporation of the reverse triangular merger of Merger Sub with and into the Target), with Ardent Apex Holdings Inc. serving as "Holdings" and guarantor under the Credit Agreement.

12. Intercreditor Matters

Holdings acknowledges and agrees that the Credit Facility will be senior in right of payment and priority of liens to the $300,000,000 in aggregate principal amount of subordinated notes (the "Subordinated Notes") to be issued by Ardent Apex Holdings Inc. to Crestline Mezzanine Partners II LP, bearing interest at a rate of 11.5% per annum (PIK toggle), with an 8-year maturity. The Subordinated Notes are being issued in connection with the Acquisition and are described more fully in the Commitment Letter and the Sources and Uses schedule for the Acquisition.

In connection with the foregoing, Stonebridge Credit Partners LLC (in its capacity as Administrative Agent under the Credit Agreement and as senior representative) and Crestline Mezzanine Partners II LP (as holder of the Subordinated Notes and as subordinated representative) shall enter into an Intercreditor Agreement on or prior to the Closing Date, which Intercreditor Agreement shall set forth the relative rights and priorities of the senior secured lenders under the Credit Facility and the holder of the Subordinated Notes, including, without limitation, provisions relating to lien priority, payment subordination, standstill, turnover, release of collateral, DIP financing, and adequate protection in any insolvency proceeding.

The fees and economics set forth in this Fee Letter relate solely to the Senior Secured Credit Facility and do not affect, modify, or otherwise relate to the terms of the mezzanine financing evidenced by the Subordinated Notes. Nothing in this Fee Letter shall be construed as an agreement by Stonebridge or any lender under the Credit Facility with respect to the economic terms of the Subordinated Notes, and the fees payable under this Fee Letter shall not be reduced or offset by any fees, discounts, or other economics payable in connection with the Subordinated Notes.

13. Governing Law; Jurisdiction

(a) Governing Law. This Fee Letter and any claim, controversy, or dispute arising under or related to this Fee Letter (whether in contract, tort, or otherwise) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply).

(b) Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and, if such court lacks subject matter jurisdiction, to the Supreme Court of the State of New York sitting in the Borough of Manhattan, City and State of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Fee Letter, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York federal or, to the extent permitted by applicable law, New York state court.

(c) Waiver of Venue. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Fee Letter in any court referred to in clause (b) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FEE LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(d).

14. Miscellaneous

(a) Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Fee Letter, and no consent to any departure by any party from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent is in writing and signed by Stonebridge and Holdings. Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

(b) Successors and Assigns. This Fee Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Holdings may not assign or transfer any of its rights or obligations under this Fee Letter without the prior written consent of Stonebridge, and any purported assignment without such consent shall be null and void. Stonebridge may assign its rights under this Fee Letter in connection with any assignment of its commitments under the Commitment Letter, subject to the terms thereof.

(c) Counterparts. This Fee Letter may be executed in one or more counterparts (including by means of electronic signature via DocuSign, Ashford Health IT, or similar platform, or by facsimile or portable document format (.pdf) transmission), each of which when so executed and delivered shall be deemed an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Fee Letter by electronic transmission shall be effective as delivery of a manually executed counterpart.

(d) Entire Agreement. This Fee Letter, together with the Commitment Letter (including the Term Sheet and all exhibits, annexes, and schedules thereto), constitutes the entire agreement between the parties hereto with respect to the fees and other economic terms described herein and supersedes all prior and contemporaneous discussions, negotiations, proposals, term sheets, letters of intent, and agreements, whether oral or written, relating to the subject matter hereof. For the avoidance of doubt, this Fee Letter does not constitute the entire agreement between the parties with respect to all matters relating to the Credit Facility, and the Commitment Letter shall continue to govern all matters not specifically addressed herein.

(e) Survival. The obligations of Holdings under Section 9 (Expense Reimbursement), Section 10 (Confidentiality), and Section 13 (Governing Law; Jurisdiction) of this Fee Letter shall survive the termination of this Fee Letter and the Commitment Letter, whether such termination occurs as a result of the consummation of the Acquisition, the expiration of the Outside Date, or otherwise. In addition, any fee obligations that have accrued and become payable prior to the termination of this Fee Letter shall survive such termination and remain payable in accordance with their terms.

(f) Headings. The section headings contained in this Fee Letter are for convenience of reference only and shall not affect the interpretation or construction of this Fee Letter.

(g) Severability. If any provision of this Fee Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(h) No Third-Party Beneficiaries. Nothing in this Fee Letter, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any right, benefit, or remedy of any nature under or by reason of this Fee Letter.

If you are in agreement with the foregoing, please indicate your acceptance by signing and returning to us the enclosed copy of this Fee Letter, whereupon this Fee Letter shall become a binding agreement between Stonebridge Credit Partners LLC and Ardent Apex Holdings Inc. in accordance with its terms.

We look forward to working with you on the successful completion of this transaction.

Very truly yours,

STONEBRIDGE CREDIT PARTNERS LLC

By: ________

Name: Nathan Ostrowski

Title: Managing Director, Sponsor Finance

Date: March 8, 2025

ACCEPTED AND AGREED as of the date first written above:

ARDENT APEX HOLDINGS INC.

By: ________

Name: ________

Title: Authorized Officer

Date: March 8, 2025

Executed pursuant to the Written Consent of the Board of Directors of Ardent Apex Holdings Inc. dated on or prior to March 8, 2025.

Copies to:

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

Attention: James Prentice / Sandra Tung

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

Attention: David Ng, Chief Financial Officer

First-Lien Net Leverage Ratio	Commitment Fee Rate
Greater than 4.50:1.00	0.50% per annum
Equal to or less than 4.50:1.00	0.375% per annum

FEE LETTER
(Confidential)
March 8, 2025
Fee Letter Reference No. SC-2025-0312-AC
Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022 EIN: 93-2178435
Attention: Authorized Officer
Ladies and Gentlemen:
Reference is made to that certain Commitment Letter dated as of March 8, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Commitment Letter"), Reference No. SC-2025-0312-AC, between Stonebridge Credit Partners LLC, a Delaware limited liability company ("Stonebridge," the "Lead Arranger," and the "Administrative Agent"), having its principal offices at 600 Lexington Avenue, 20th Floor, New York, NY 10022 (Contact: Nathan Ostrowski, Managing Director, Sponsor Finance), and Ardent Apex Holdings Inc., a Delaware corporation ("Holdings" or "you"), pursuant to which Stonebridge has committed to provide a senior secured credit facility in an aggregate principal amount of $1,400,000,000 (the "Credit Facility"), consisting of (a) a $1,200,000,000 Term Loan B facility (the "Term Loan") and (b) a $200,000,000 Revolving Credit Facility (the "Revolver"), in connection with the acquisition (the "Acquisition") by Ardent Apex Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Holdings (the "Merger Sub"), of Luminex Systems Holdings Inc., a Delaware corporation (the "Target"), pursuant to a reverse triangular merger under the Delaware General Corporation Law, for an aggregate equity consideration of approximately $2,800,000,000, all as more fully described in the Commitment Letter.
This fee letter (this "Fee Letter") sets forth certain fees and other economic terms that have been agreed upon between Stonebridge and Holdings in connection with the Credit Facility. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Commitment Letter.
The purpose of this Fee Letter is to set forth the arrangement fee, original issue discount, structuring fee, commitment fee, administrative agent fee, market flex provisions, and related economic terms applicable to the Credit Facility. The terms set forth herein are confidential and are subject to the confidentiality provisions set forth in Section 10 below.
1. Arrangement Fee
In consideration of Stonebridge's agreement to act as Lead Arranger for the Credit Facility, and for the services rendered and to be rendered by Stonebridge in connection with the structuring, arranging, and syndication of the Credit Facility, Holdings hereby agrees to pay to Stonebridge Credit Partners LLC, in its capacity as Lead Arranger, an arrangement fee (the "Arrangement Fee") in an amount equal to 0.50% of the aggregate commitments under the Credit Facility (i.e., 0.50% of $1,400,000,000), which equals $7,000,000.
The Arrangement Fee shall be payable in full in immediately available funds on the Closing Date. As used herein, "Closing Date" means the date on which the Acquisition is consummated and the initial borrowings under the Credit Facility are funded in accordance with the terms and conditions of the Commitment Letter and the definitive Credit Agreement.
The Arrangement Fee, once paid, shall be fully earned, non-refundable, and non-creditable under any circumstances, regardless of any subsequent reduction, termination, or cancellation of the commitments under the Credit Facility, and regardless of any subsequent refinancing, repricing, or amendment of the Credit Facility. The Arrangement Fee shall not be subject to any setoff, counterclaim, deduction, or withholding of any kind. No portion of the Arrangement Fee shall be refunded or returned to Holdings or any other person for any reason whatsoever once such payment has been received by Stonebridge.
For the avoidance of doubt, the Arrangement Fee is payable solely in connection with Stonebridge's role as Lead Arranger and is separate and distinct from the Structuring Fee described in Section 3, the Administrative Agent Fee described in Section 5, and the original issue discount described in Section 2.
2. Original Issue discount — Term Loan B
The Term Loan B shall be issued at an original issue discount ("OID") of 1.00% of the aggregate principal amount of the Term Loan B funded on the Closing Date. Based on the full commitment amount of the Term Loan B, the OID is calculated as follows:
1.00% × $1,200,000,000 = $12,000,000
The OID shall be implemented through the issuance of the Term Loan B at a price of 99.00% of par, such that the net funded amount advanced to the borrower on the Closing Date with respect to the Term Loan B shall be $1,188,000,000, while the outstanding principal obligation of the borrower under the Term Loan B shall be $1,200,000,000. The difference between the par amount and the net funded amount (i.e., $12,000,000) constitutes the OID.
The OID constitutes a portion of the total debt financing fees referenced in the Sources and Uses schedule for the Acquisition, which estimates total debt financing fees of approximately $24,000,000, of which $12,000,000 is attributable to OID. The OID is not separately payable in cash by Holdings or the borrower but is instead reflected as a discount to the funded amount of the Term Loan B at the time of initial funding.
If the aggregate commitments under the Term Loan B are reduced prior to the Closing Date (whether as a result of a flex exercise, voluntary reduction, or otherwise), or if the Term Loan B is not funded in full on the Closing Date, the OID shall be calculated on the actual funded amount of the Term Loan B on the Closing Date at the rate of 1.00% of such actual funded amount, and the net funded proceeds shall be correspondingly adjusted.
For illustrative purposes, if the Term Loan B commitments are reduced to $1,000,000,000 prior to the Closing Date, the OID would equal $10,000,000 and the net funded amount would be $990,000,000. The foregoing is provided for illustration only and does not limit or modify the provisions of the Commitment Letter regarding commitment reductions.
3. Upfront / Structuring Fee
In consideration of the services rendered and to be rendered by Stonebridge Credit Partners LLC in connection with the structuring, negotiation, and documentation of the Credit Facility, Holdings hereby agrees to pay to Stonebridge a structuring fee (the "Structuring Fee") in the amount of $5,000,000.
The Structuring Fee, together with the Arrangement Fee ($7,000,000) and the OID ($12,000,000), comprises the total estimated debt financing fees of $24,000,000 referenced in the Sources and Uses schedule for the Acquisition. The allocation among these components has been agreed between the parties and reflects the overall economics of the financing arrangement.
The Structuring Fee shall be payable in full in immediately available funds on the Closing Date. The Structuring Fee, once paid, shall be fully earned, non-refundable, and non-creditable under any circumstances, regardless of any subsequent reduction, termination, or cancellation of the commitments under the Credit Facility, and regardless of any subsequent refinancing, repricing, or amendment of the Credit Facility. The Structuring Fee shall not be subject to any setoff, counterclaim, deduction, or withholding of any kind.
The Structuring Fee is separate from and in addition to the Arrangement Fee and is payable solely to Stonebridge in its capacity as structuring agent for the Credit Facility. For the avoidance of doubt, no portion of the Structuring Fee shall be allocated to or shared with any syndicate lender unless otherwise determined by Stonebridge in its sole discretion.
4. Commitment Fee — Revolving Credit Facility
Holdings hereby agrees that, following the Closing Date, a commitment fee (the "Commitment Fee") shall be payable to the Administrative Agent, for the ratable account of the revolving lenders, on the daily average undrawn and uncancelled amount of the commitments under the $200,000,000 Revolving Credit Facility.
The Commitment Fee shall accrue at a rate of 0.50% per annum on the undrawn commitments under the Revolver, subject to the following step-down:
The Commitment Fee shall be calculated on the basis of an Actual/360 day count convention (i.e., the actual number of days elapsed in the applicable quarter divided by 360). The Commitment Fee shall be payable quarterly in arrears on the last business day of each fiscal quarter, commencing on the last business day of the first full fiscal quarter following the Closing Date, and on the date of any termination or permanent reduction of the revolving commitments.
It is expected that the Revolver shall be undrawn at closing. For purposes of calculating the Commitment Fee, the aggregate undrawn amount of the Revolver shall be reduced by the face amount of any outstanding letters of credit issued under the Revolver and by the aggregate principal amount of any revolving loans outstanding under the Revolver.
For reference, the Revolving Credit Facility is subject to a springing financial covenant requiring maintenance of a maximum first-lien net leverage ratio of 6.50:1.00, which financial covenant shall be tested only when revolving credit utilization (including outstanding revolving loans and letters of credit, but excluding up to $15,000,000 of undrawn letters of credit) exceeds 40% of aggregate revolving commitments (i.e., exceeds $80,000,000) at the end of any fiscal quarter. The terms of such financial covenant, including applicable cure rights and equity contribution mechanics, shall be as set forth in the definitive Credit Agreement.
5. Administrative Agent Fee
Holdings hereby agrees to pay to Stonebridge Credit Partners LLC, in its capacity as Administrative Agent under the definitive Credit Agreement governing the Credit Facility, an annual administrative agent fee (the "Administrative Agent Fee") in the amount of $150,000 per annum.
The Administrative Agent Fee shall be payable annually in advance, with the first payment due on the Closing Date and subsequent payments due on each anniversary of the Closing Date for the remaining term of the Credit Facility. The Administrative Agent Fee shall be non-refundable and non-creditable once paid, regardless of any subsequent termination of the Credit Facility (whether voluntary or involuntary), any resignation or removal of the Administrative Agent, or any reduction in the commitments or outstanding loans under the Credit Facility.
If the Closing Date does not fall on the first day of a calendar year, the initial Administrative Agent Fee payment shall not be pro-rated and shall be payable in full for the first year of the Credit Facility. If the Credit Facility is terminated prior to the next anniversary of the Closing Date, no refund or credit of any portion of the Administrative Agent Fee shall be due.
The Administrative Agent Fee is payable solely for the account of Stonebridge in its capacity as Administrative Agent and is separate from and in addition to the Arrangement Fee, the Structuring Fee, and any other fees or compensation payable under this Fee Letter, the Commitment Letter, or the Credit Agreement.
6. Syndication
Holdings acknowledges and agrees that Stonebridge Credit Partners LLC intends to syndicate portions of the commitments under the Credit Facility to one or more co-lenders in order to achieve a broadly distributed lending syndicate. As of the date hereof, Stonebridge has identified the following institutions as expected syndicate participants:
(a) Birchwood Capital Finance LLC, 100 Federal Street, 28th Floor, Boston, MA 02110 (Contact: Diane Pritchard), with an expected hold amount of approximately $350,000,000; and
(b) Ironvale Credit Fund III LP, 9 West 57th Street, Suite 3100, New York, NY 10019 (Contact: Robert Tannenbaum), with an expected hold amount of approximately $250,000,000.
Holdings agrees to use commercially reasonable efforts to cooperate with the syndication efforts of Stonebridge, including, without limitation:
(i) participating in lender meetings, lender presentations, and one-on-one meetings with prospective syndicate lenders at such times and locations as may be reasonably requested by Stonebridge;
(ii) assisting in the preparation of a confidential information memorandum, lender presentation materials, and other information packages to be distributed to prospective syndicate lenders, including providing such financial statements, projections, business descriptions, industry analyses, and other information regarding the Target and the combined enterprise as Stonebridge may reasonably request;
(iii) making available senior management of Holdings (and, following the Closing Date, the Target) for due diligence sessions and Q&A sessions with prospective syndicate lenders;
(iv) obtaining and providing to Stonebridge customary authorization letters permitting the distribution of information regarding the Target to prospective syndicate lenders; and
(v) using commercially reasonable efforts to ensure that the syndication of the Credit Facility benefits from Holdings' and the Target's existing lending relationships to the extent practicable.
Holdings acknowledges that any syndication fees, upfront fees, participation fees, or other economics offered by Stonebridge to syndicate lenders in connection with the syndication of the Credit Facility shall be allocated from the Arrangement Fee and/or the OID described in Sections 1 and 2 hereof, respectively, and shall not in any event increase the total fees or total OID payable by or borne by Holdings or the borrower. The aggregate fees payable by Holdings in connection with the Credit Facility shall not exceed the amounts set forth in this Fee Letter as a result of any syndication arrangement.
Stonebridge retains the sole right, in its discretion, to allocate portions of the Arrangement Fee and OID to syndicate lenders as Stonebridge determines appropriate in connection with the syndication, including, without limitation, the right to offer upfront fees or discounted pricing to specific syndicate lenders to the extent necessary to achieve successful syndication. Holdings shall have no right to approve, disapprove, or otherwise direct the allocation of fees or economics among syndicate lenders.
Stonebridge's final hold amount following the completion of syndication shall be as agreed between Stonebridge and Holdings, subject to the terms of the Commitment Letter, including any minimum hold amount provisions set forth therein. For the avoidance of doubt, Stonebridge's commitment obligations under the Commitment Letter shall not be reduced or released as a result of any proposed syndication until the applicable syndicate lenders have executed binding commitment documents.
7. Market Flex Provisions
In connection with the syndication of the Credit Facility, Stonebridge Credit Partners LLC shall have the right (the "Flex Right") to modify the pricing and certain other terms of the Credit Facility as set forth in this Section 7, to the extent that Stonebridge determines, in its reasonable judgment, that such modifications are necessary or advisable to ensure the successful syndication of the Credit Facility on terms acceptable to Stonebridge.
(a) Spread Flex — Term Loan B. Stonebridge may increase the applicable interest rate spread on the Term Loan B (currently set at SOFR + 475 basis points per annum) by up to 50 basis points, to a maximum of SOFR + 525 basis points per annum. Any such increase may be applied in increments of 12.5 basis points.
(b) OID Flex — Term Loan B. Stonebridge may increase the OID on the Term Loan B by up to an additional 1.00% of the aggregate principal amount of the Term Loan B (from 1.00% to a maximum of 2.00%), in increments of 0.25%. Any increase in OID shall reduce the net funded proceeds of the Term Loan B correspondingly, and such reduction shall be borne by Holdings or funded from alternative sources as set forth in the Commitment Letter.
(c) Spread Flex — Revolver. Stonebridge may increase the applicable interest rate spread on the Revolver (currently set at SOFR + 425 basis points per annum) by up to 50 basis points, to a maximum of SOFR + 475 basis points per annum. Any such increase may be applied in increments of 12.5 basis points.
(d) SOFR Floor. The Term Loan B shall be subject to a SOFR floor of 0.75% (the "SOFR Floor"). In connection with the exercise of the Flex Right, Stonebridge may increase the SOFR Floor applicable to the Term Loan B by up to 25 basis points, to a maximum of 1.00%.
(e) Documentation Flex. Stonebridge may modify certain terms and conditions of the Credit Facility documentation (including the definitive Credit Agreement, the Guarantee and Collateral Agreement, and related documents) to the extent reasonably necessary to ensure successful syndication, including, without limitation:
(i) modifications to the financial covenant levels (including the maximum first-lien net leverage ratio of 6.50:1.00 and the testing threshold of 40% revolving credit utilization);
(ii) modifications to mandatory prepayment provisions, including excess cash flow sweep percentages and the applicable step-downs thereto;
(iii) modifications to call protection provisions, including the addition of or increase in any applicable soft-call premium or repricing premium applicable during the first 6 to 12 months following the Closing Date;
(iv) modifications to negative covenant baskets and exceptions to the extent reasonably necessary to address syndicate lender feedback; and
(v) such other modifications as are customary for leveraged acquisition financings of this type and size.
(f) Cap on Aggregate Flex. Notwithstanding the foregoing, the aggregate increase in yield to the lenders resulting from the exercise of any combination of the Flex Rights described in clauses (a), (b), and (d) above (calculated as the sum of (x) any increase in interest rate spread, (y) the annualized yield impact of any increase in OID, assuming a four-year average life, and (z) the yield impact of any increase in the SOFR Floor, calculated based on the then-prevailing SOFR rate) shall not exceed 100 basis points in the aggregate.
(g) Notice of Flex Exercise. Stonebridge shall provide written notice to Holdings of any exercise of the Flex Right, specifying in reasonable detail the modifications to be made and the rationale therefor. Holdings shall have a period of three (3) business days following receipt of such notice to discuss such modifications with Stonebridge, provided that nothing in this clause (g) shall require Stonebridge to obtain the consent of Holdings to the exercise of any Flex Right set forth herein or limit Stonebridge's ability to implement any such modifications following such three-business-day period.
(h) Reverse Flex. If, following the date hereof and prior to the completion of syndication, market conditions improve such that the Credit Facility could be syndicated at more favorable pricing than that set forth in the Commitment Letter (as may have been modified by the exercise of any Flex Right hereunder), Stonebridge and Holdings may agree to reduce the pricing of the Credit Facility (including the interest rate spread, OID, and/or SOFR Floor). Any such reduction shall be effected by mutual written agreement of the parties, and any resulting savings (measured as the reduction in aggregate yield to the lenders) shall be shared equally (50/50) between Stonebridge (including for its allocation to syndicate lenders) and Holdings (as a reduction in the fees or economics borne by Holdings).
8. Conditions to Fee Obligations
The fee obligations of Holdings under this Fee Letter (other than the expense reimbursement obligations set forth in Section 9, which shall apply regardless of whether the Acquisition is consummated) are expressly conditioned upon and subject to:
(a) the consummation of the Acquisition in accordance with the terms of the Agreement and Plan of Merger, dated as of February 14, 2025 (the "Merger Agreement"), by and among Holdings, Merger Sub, and the Target;
(b) the satisfaction (or waiver by Stonebridge in its sole discretion) of each of the conditions precedent to the initial funding under the Commitment Letter and the definitive Credit Agreement; and
(c) the initial funding of the Credit Facility on the Closing Date.
If the Acquisition is not consummated for any reason, or if the Commitment Letter is terminated in accordance with its terms (including as a result of the occurrence of the Outside Date (as defined below)), no fees shall be payable by Holdings under Sections 1 through 5 of this Fee Letter, and Holdings shall have no further obligations hereunder except with respect to (i) the expense reimbursement obligations set forth in Section 9, (ii) the confidentiality obligations set forth in Section 10, and (iii) any other obligations that by their terms survive termination as set forth in Section 14.
As used herein, "Outside Date" means September 10, 2025; provided that the Outside Date shall be automatically extended to December 10, 2025 if, as of September 10, 2025, the sole condition precedent to the consummation of the Acquisition that remains unsatisfied is the receipt of required regulatory approvals (including, without limitation, the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the receipt of any required approval from the Committee on Foreign Investment in the United States). The Outside Date provisions set forth herein are coextensive with and shall be interpreted consistently with the corresponding provisions of the Commitment Letter.
9. Expense Reimbursement
Holdings hereby agrees to reimburse Stonebridge Credit Partners LLC for all reasonable and documented out-of-pocket fees, costs, and expenses incurred by Stonebridge in connection with the Credit Facility, the Commitment Letter, this Fee Letter, and the transactions contemplated hereby and thereby, whether or not the Acquisition is consummated or the Credit Facility is funded. Such reimbursable expenses shall include, without limitation:
(a) the reasonable and documented fees and disbursements of counsel to Stonebridge (including the fees and expenses of Whitfield, Carr & Delaney LLP, as primary outside counsel, and any local counsel, regulatory counsel, or special counsel retained by Stonebridge in connection with the Credit Facility);
(b) all reasonable and documented out-of-pocket due diligence expenses, including the fees and expenses of third-party consultants, appraisers, environmental consultants, and insurance advisors retained by or on behalf of Stonebridge in connection with the evaluation of the Target, its assets, and its business;
(c) all reasonable and documented syndication expenses, including the costs of printing, reproduction, and distribution of the confidential information memorandum, lender presentation materials, and other information packages to prospective syndicate lenders, as well as the costs of hosting lender meetings and lender calls (including facility and catering costs);
(d) all filing fees, recording fees, search fees, title insurance premiums, and other costs and expenses incurred in connection with the perfection of security interests in the collateral securing the Credit Facility, including filings with the Delaware Secretary of State, the United States Patent and Trademark Office, the United States Copyright Office, and applicable county recording offices;
(e) all reasonable and documented travel expenses incurred by Stonebridge personnel in connection with due diligence, lender meetings, closing activities, and other matters related to the Credit Facility; and
(f) all other reasonable and documented out-of-pocket costs and expenses incurred by Stonebridge in connection with the Credit Facility and the transactions contemplated by the Commitment Letter and this Fee Letter.
The expense reimbursement obligations of Holdings under this Section 9 shall survive the termination of this Fee Letter and the Commitment Letter, regardless of the reason for such termination, and shall remain in full force and effect until all reimbursable expenses have been paid in full. Stonebridge shall provide Holdings with reasonably detailed invoices for expenses to be reimbursed, and Holdings shall pay such invoices within thirty (30) days of receipt thereof.
No cap on the aggregate amount of expense reimbursement is imposed under this Fee Letter; provided that all expenses must satisfy the "reasonable and documented" standard set forth herein. Holdings reserves the right to contest in good faith any expense that it believes does not meet such standard, but any such contest shall not relieve Holdings of its obligation to pay the undisputed portion of any invoice in a timely manner.
10. Confidentiality
This Fee Letter and its terms (including, without limitation, the specific fee amounts, the OID, the market flex provisions, and the other economic terms set forth herein) are strictly confidential and shall not be disclosed by Holdings, any of its affiliates, or any of their respective representatives to any person without the prior written consent of Stonebridge Credit Partners LLC, except as follows:
(a) Sponsor and Advisors. Holdings may disclose the terms of this Fee Letter to Ardent Capital Partners III LP and its officers, directors, employees, partners, members, and advisors (including, without limitation, Calderwood & Harkness LLP (Attn: James Prentice and Sandra Tung) and Pendleton & Associates LLP (Attn: Richard Chow)), in each case who have a need to know such information in connection with the Acquisition and the financing thereof and who are informed of the confidential nature of such information and agree (or are otherwise obligated) to keep such information confidential.
(b) Merger Sub. Holdings may disclose the terms of this Fee Letter to Ardent Apex Merger Sub Inc. (the "Merger Sub") and its officers and directors.
(c) Legal and Regulatory Requirements. Holdings may disclose the terms of this Fee Letter to the extent required by applicable law, regulation, or legal process (including any subpoena or civil investigative demand), or to the extent required to be disclosed in any regulatory filing made in connection with the Acquisition (including any filing with the Securities and Exchange Commission, the Federal Trade Commission, the Department of Justice, or any other governmental authority); provided that, to the extent permitted by applicable law, Holdings shall provide Stonebridge with prior written notice of any such required disclosure and shall use commercially reasonable efforts to minimize the scope of such disclosure and to obtain confidential treatment for any information so disclosed.
(d) Co-Investors and Mezzanine Lender. Holdings may disclose the terms of this Fee Letter (other than the market flex provisions set forth in Section 7, which shall not be disclosed pursuant to this clause (d)) to (i) Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP (as co-investors in the Acquisition) and (ii) Crestline Mezzanine Partners II LP (as mezzanine lender), in each case solely to the extent necessary for intercreditor and financing coordination purposes, and subject to such persons' agreement to maintain the confidentiality of such information on terms no less restrictive than those set forth in this Section 10.
(e) Enforcement. Holdings may disclose the terms of this Fee Letter in connection with the exercise or enforcement of rights or remedies hereunder or under the Commitment Letter, including in any judicial, arbitral, or administrative proceeding relating hereto.
Notwithstanding the foregoing restrictions, disclosure of the existence of this Fee Letter (but not the specific fee amounts, OID, market flex provisions, or other economic terms contained herein) is permitted in the Merger Agreement and in any related disclosure schedules delivered in connection therewith.
The specific fee amounts, flex terms, and market flex provisions set forth in this Fee Letter are subject to heightened confidentiality and shall not be disclosed, under any circumstances (except as required by applicable law as described in clause (c) above), to:
(i) the Target or any of its officers, directors, employees, or representatives;
(ii) the Target's legal counsel, Caldwell, Raines & Sheppard LLP, or its financial advisor, Pinehurst Rothwell & Co.;
(iii) the selling stockholders, including Ridgeline Growth Equity Fund II LP and Meridian Venture Partners IV LP, or any of their respective affiliates, officers, directors, employees, partners, members, or representatives; or
(iv) any other person who is acting on behalf of, or who owes a fiduciary or contractual duty to, the Target or the selling stockholders in connection with the Acquisition.
The confidentiality obligations of Holdings under this Section 10 shall survive the termination of this Fee Letter for a period of two (2) years following the date of such termination.
11. Relationship to Commitment Letter and Credit Agreement
This Fee Letter is supplemental to and should be read together with the Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), between Stonebridge and Holdings. Together, this Fee Letter and the Commitment Letter set forth the complete terms of the commitment by Stonebridge to provide the Credit Facility and the economic terms applicable thereto.
In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Commitment Letter, the terms of this Fee Letter shall control and govern with respect to all fee-related matters (including, without limitation, the amount, timing, and conditions of payment of the Arrangement Fee, the Structuring Fee, the OID, the Commitment Fee, and the Administrative Agent Fee, and the terms of the market flex provisions), and the terms of the Commitment Letter shall control and govern with respect to all other matters.
Upon the execution and delivery of the definitive Credit Agreement and the related fee schedules, the fee provisions set forth in this Fee Letter shall be superseded by the corresponding provisions of the Credit Agreement and such fee schedules, to the extent that such matters are specifically addressed therein; provided, however, that:
(a) any fees that are earned and payable on the Closing Date under this Fee Letter (including the Arrangement Fee, the Structuring Fee, and the first Administrative Agent Fee payment) that are not specifically addressed in or superseded by the Credit Agreement shall remain payable in accordance with the terms of this Fee Letter;
(b) the market flex provisions set forth in Section 7 of this Fee Letter shall continue in full force and effect until the earlier of (x) the completion of the syndication of the Credit Facility and (y) the date on which the Flex Right expires in accordance with its terms; and
(c) the confidentiality, expense reimbursement, and governing law provisions of this Fee Letter shall survive as provided in Section 14 regardless of the execution of the Credit Agreement.
For reference, the principal terms of the Credit Facility, as set forth in the Commitment Letter, are as follows:
Term Loan B: $1,200,000,000 aggregate principal amount; 7-year maturity; interest rate of SOFR + 475 basis points per annum (subject to flex); SOFR floor of 0.75%; 1.00% annual amortization (payable quarterly in equal installments of 0.25% of the original principal amount); balance due at maturity.
Revolving Credit Facility: $200,000,000 aggregate commitments; 5-year maturity; interest rate of SOFR + 425 basis points per annum (subject to flex); commitment fee on undrawn amounts as set forth in Section 4 hereof; springing financial covenant as set forth in Section 4 hereof.
The borrower under the Credit Agreement shall be Luminex Systems Holdings Inc. (as the surviving corporation of the reverse triangular merger of Merger Sub with and into the Target), with Ardent Apex Holdings Inc. serving as "Holdings" and guarantor under the Credit Agreement.
12. Intercreditor Matters
Holdings acknowledges and agrees that the Credit Facility will be senior in right of payment and priority of liens to the $300,000,000 in aggregate principal amount of subordinated notes (the "Subordinated Notes") to be issued by Ardent Apex Holdings Inc. to Crestline Mezzanine Partners II LP, bearing interest at a rate of 11.5% per annum (PIK toggle), with an 8-year maturity. The Subordinated Notes are being issued in connection with the Acquisition and are described more fully in the Commitment Letter and the Sources and Uses schedule for the Acquisition.
In connection with the foregoing, Stonebridge Credit Partners LLC (in its capacity as Administrative Agent under the Credit Agreement and as senior representative) and Crestline Mezzanine Partners II LP (as holder of the Subordinated Notes and as subordinated representative) shall enter into an Intercreditor Agreement on or prior to the Closing Date, which Intercreditor Agreement shall set forth the relative rights and priorities of the senior secured lenders under the Credit Facility and the holder of the Subordinated Notes, including, without limitation, provisions relating to lien priority, payment subordination, standstill, turnover, release of collateral, DIP financing, and adequate protection in any insolvency proceeding.
The fees and economics set forth in this Fee Letter relate solely to the Senior Secured Credit Facility and do not affect, modify, or otherwise relate to the terms of the mezzanine financing evidenced by the Subordinated Notes. Nothing in this Fee Letter shall be construed as an agreement by Stonebridge or any lender under the Credit Facility with respect to the economic terms of the Subordinated Notes, and the fees payable under this Fee Letter shall not be reduced or offset by any fees, discounts, or other economics payable in connection with the Subordinated Notes.
13. Governing Law; Jurisdiction
(a) Governing Law. This Fee Letter and any claim, controversy, or dispute arising under or related to this Fee Letter (whether in contract, tort, or otherwise) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply).
(b) Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and, if such court lacks subject matter jurisdiction, to the Supreme Court of the State of New York sitting in the Borough of Manhattan, City and State of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Fee Letter, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York federal or, to the extent permitted by applicable law, New York state court.
(c) Waiver of Venue. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Fee Letter in any court referred to in clause (b) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FEE LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(d).
14. Miscellaneous
(a) Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Fee Letter, and no consent to any departure by any party from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent is in writing and signed by Stonebridge and Holdings. Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it is given.
(b) Successors and Assigns. This Fee Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Holdings may not assign or transfer any of its rights or obligations under this Fee Letter without the prior written consent of Stonebridge, and any purported assignment without such consent shall be null and void. Stonebridge may assign its rights under this Fee Letter in connection with any assignment of its commitments under the Commitment Letter, subject to the terms thereof.
(c) Counterparts. This Fee Letter may be executed in one or more counterparts (including by means of electronic signature via DocuSign, Ashford Health IT, or similar platform, or by facsimile or portable document format (.pdf) transmission), each of which when so executed and delivered shall be deemed an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Fee Letter by electronic transmission shall be effective as delivery of a manually executed counterpart.
(d) Entire Agreement. This Fee Letter, together with the Commitment Letter (including the Term Sheet and all exhibits, annexes, and schedules thereto), constitutes the entire agreement between the parties hereto with respect to the fees and other economic terms described herein and supersedes all prior and contemporaneous discussions, negotiations, proposals, term sheets, letters of intent, and agreements, whether oral or written, relating to the subject matter hereof. For the avoidance of doubt, this Fee Letter does not constitute the entire agreement between the parties with respect to all matters relating to the Credit Facility, and the Commitment Letter shall continue to govern all matters not specifically addressed herein.
(e) Survival. The obligations of Holdings under Section 9 (Expense Reimbursement), Section 10 (Confidentiality), and Section 13 (Governing Law; Jurisdiction) of this Fee Letter shall survive the termination of this Fee Letter and the Commitment Letter, whether such termination occurs as a result of the consummation of the Acquisition, the expiration of the Outside Date, or otherwise. In addition, any fee obligations that have accrued and become payable prior to the termination of this Fee Letter shall survive such termination and remain payable in accordance with their terms.
(f) Headings. The section headings contained in this Fee Letter are for convenience of reference only and shall not affect the interpretation or construction of this Fee Letter.
(g) Severability. If any provision of this Fee Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
(h) No Third-Party Beneficiaries. Nothing in this Fee Letter, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any right, benefit, or remedy of any nature under or by reason of this Fee Letter.
If you are in agreement with the foregoing, please indicate your acceptance by signing and returning to us the enclosed copy of this Fee Letter, whereupon this Fee Letter shall become a binding agreement between Stonebridge Credit Partners LLC and Ardent Apex Holdings Inc. in accordance with its terms.
We look forward to working with you on the successful completion of this transaction.
Very truly yours,
STONEBRIDGE CREDIT PARTNERS LLC
By: ________
Name: Nathan Ostrowski
Title: Managing Director, Sponsor Finance
Date: March 8, 2025
ACCEPTED AND AGREED as of the date first written above:
ARDENT APEX HOLDINGS INC.
By: ________
Name: ________
Title: Authorized Officer
Date: March 8, 2025
Executed pursuant to the Written Consent of the Board of Directors of Ardent Apex Holdings Inc. dated on or prior to March 8, 2025.
Copies to:
Calderwood & Harkness LLP 7 Times Square New York, NY 10036
Attention: James Prentice / Sandra Tung
Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022
Attention: David Ng, Chief Financial Officer
First-Lien Net Leverage Ratio | Commitment Fee Rate
Greater than 4.50:1.00 | 0.50% per annum
Equal to or less than 4.50:1.00 | 0.375% per annum

FEE LETTER

STONEBRIDGE CREDIT PARTNERS LLC

ARDENT APEX HOLDINGS INC.

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