CONFIDENTIAL — DRAFT — FOR DISCUSSION PURPOSES ONLY
GUARANTEE AND COLLATERAL AGREEMENT
dated as of [●], 2025
among
LUMINEX SYSTEMS HOLDINGS INC., as Borrower,
ARDENT APEX HOLDINGS INC., as Holdings,
each SUBSIDIARY GUARANTOR from time to time party hereto,
and
STONEBRIDGE CREDIT PARTNERS LLC, as Collateral Agent
in connection with the Credit Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Luminex Systems Holdings Inc., a Delaware corporation (the "Borrower"), Ardent Apex Holdings Inc., a Delaware corporation ("Holdings"), the Lenders from time to time party thereto, and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent
DRAFT — FOR DISCUSSION PURPOSES ONLY
Prepared by Calderwood & Harkness LLP Counsel to the Buyer 7 Times Square New York, NY 10036 Matter No. 1001-00004
TABLE OF CONTENTS
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GUARANTEE AND COLLATERAL AGREEMENT
This GUARANTEE AND COLLATERAL AGREEMENT (this "Agreement"), dated as of [●], 2025, is entered into by and among LUMINEX SYSTEMS HOLDINGS INC., a Delaware corporation (the "Borrower"), ARDENT APEX HOLDINGS INC., a Delaware corporation ("Holdings"), each subsidiary of the Borrower identified on the signature pages hereto or that hereafter becomes a party hereto pursuant to Section 8.13 (each, a "Subsidiary Guarantor" and, together with Holdings, the "Guarantors"), and STONEBRIDGE CREDIT PARTNERS LLC, a Delaware limited liability company (the "Collateral Agent"), in its capacity as collateral agent for the Secured Parties (as defined herein).
RECITALS
WHEREAS, the Borrower, Holdings, the Lenders from time to time party thereto (including Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP), and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent, have entered into that certain Credit Agreement, dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to provide the Borrower with a senior secured credit facility in an aggregate principal amount of $1,400,000,000, consisting of (i) a $1,200,000,000 Term Loan B Facility and (ii) a $200,000,000 Revolving Credit Facility, in each case, on the terms and subject to the conditions set forth therein;
WHEREAS, the proceeds of the Term Loan B Facility, together with certain equity contributions and other sources of funds, will be used to finance, in part, the acquisition of Luminex Systems Holdings Inc. and its subsidiaries and to pay related fees, costs, and expenses incurred in connection therewith;
WHEREAS, Holdings is the direct parent company of the Borrower and will benefit directly and substantially from the extensions of credit under the Credit Agreement;
WHEREAS, each Subsidiary Guarantor is a direct or indirect Domestic Subsidiary of the Borrower and will benefit directly and substantially from the extensions of credit under the Credit Agreement;
WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the making of the Loans thereunder that each Grantor (as defined herein) execute and deliver this Agreement; and
WHEREAS, each Grantor desires to execute and deliver this Agreement in order to satisfy such condition precedent and to induce the Lenders to make Loans and other extensions of credit under the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party hereto agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Definitions in Credit Agreement.
Except as otherwise defined herein, capitalized terms used in this Agreement (including in the preamble, recitals, schedules, exhibits, and annexes hereto) shall have the meanings assigned to such terms in the Credit Agreement, dated as of [●], 2025, among Luminex Systems Holdings Inc., as Borrower, Ardent Apex Holdings Inc., as Holdings, the Lenders from time to time party thereto (including Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP), and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent. The Credit Agreement provides for, among other things, a senior secured credit facility in an aggregate principal amount of $1,400,000,000, consisting of (a) a $1,200,000,000 Term Loan B Facility and (b) a $200,000,000 Revolving Credit Facility, in each case, on the terms and subject to the conditions set forth therein. The rules of construction specified in Section 1.04 hereof shall apply to this Section 1.01.
Section 1.02 — Additional Definitions.
As used in this Agreement, the following terms shall have the following meanings:
"Agreement" means this Guarantee and Collateral Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Borrower" means Luminex Systems Holdings Inc., a Delaware corporation (EIN: 86-2547193), with its principal offices at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, and its successors and permitted assigns.
"Collateral" has the meaning set forth in Section 3.01(a) and, for the avoidance of doubt, means all assets and property subject to the Liens created hereunder, as more fully described in Article III, but excluding Excluded Assets.
"Collateral Agent" means Stonebridge Credit Partners LLC, a Delaware limited liability company, with offices at 600 Lexington Avenue, 20th Floor, New York, New York 10022, in its capacity as collateral agent for the Secured Parties under this Agreement and the Credit Agreement, and any successor collateral agent appointed in accordance with the Credit Agreement.
"Copyright License" means any written agreement granting any right under any Copyright, including any agreement identified in Schedule VII-A hereto (as supplemented from time to time).
"Copyrights" means all domestic and foreign copyrights, whether registered or unregistered, including all copyright registrations and applications for registration thereof, and all rights corresponding thereto throughout the world (including all renewals and extensions thereof), all moral rights, and all rights to collect royalties or other payments under or in respect of any of the foregoing.
"Domestic Subsidiary" means any Subsidiary of the Borrower that is organized under the laws of any state of the United States or the District of Columbia.
"Equity Interests" means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, or other equity ownership interests in a Person, and any warrants, options, or other rights entitling the holder thereof to purchase or acquire any of the foregoing, including all equity-linked securities, profit participation rights, phantom equity interests, and stock appreciation rights.
"Excluded Accounts" means deposit accounts exclusively used for payroll, payroll taxes, employee benefits, or trust accounts required to be maintained by applicable law, in each case as identified by the applicable Grantor to the Collateral Agent in writing from time to time.
"Excluded Assets" has the meaning set forth in Section 3.01(b).
"Excluded Foreign Subsidiary Equity" means, with respect to any First-Tier Foreign Subsidiary, any Equity Interests in such First-Tier Foreign Subsidiary in excess of sixty-five percent (65%) of the total outstanding voting Equity Interests of such First-Tier Foreign Subsidiary.
"First-Tier Foreign Subsidiary" means any Foreign Subsidiary that is directly owned by a Grantor, including, as of the date hereof, (a) Luminex Systems AG, a company organized under the laws of the Canton of Glenrock Assurance, Switzerland (Commercial Register No. CHE-284.391.057), (b) Luminex Systems UK Ltd., a company incorporated under the laws of England and Wales (Company No. 12847362), (c) Luminex Systems GmbH, a company organized under the laws of Germany with its registered seat in Munich (HRB No. HRB 247891), and (d) Luminex Systems Pte. Ltd., a company incorporated under the laws of the Republic of Singapore (UEN: 201924781K).
"Foreign Subsidiary" means any Subsidiary of the Borrower that is not organized under the laws of any state of the United States or the District of Columbia.
"Grantors" means, collectively, the Borrower, Holdings, and each Subsidiary Guarantor, and "Grantor" means any one of them individually.
"Guarantors" means, collectively, Holdings and each Subsidiary Guarantor, and "Guarantor" means any one of them individually.
"Holdings" means Ardent Apex Holdings Inc., a Delaware corporation (EIN: 93-2178435), with its registered agent at National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and its chief executive office at 399 Park Avenue, 42nd Floor, New York, New York 10022, and its successors and permitted assigns.
"intellectual Property" means, collectively, all Copyrights, Patents, Trademarks, Trade Secrets, and IP Licenses.
"Intercompany Note" means any promissory note or other instrument evidencing intercompany Indebtedness owing to any Grantor by any Subsidiary of the Borrower or by any Grantor to another Grantor.
"IP Licenses" means, collectively, all Copyright Licenses, Patent Licenses, and Trademark Licenses.
"Lenders" means Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, and each other Person that becomes a lender from time to time party to the Credit Agreement in accordance with the terms thereof.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement and includes, without limitation, the Credit Agreement, this Agreement, any Joinder Agreement executed pursuant to Section 8.13, and each other agreement, instrument, or document delivered in connection therewith.
"Obligor" means each Grantor, and "Obligors" means all of the Grantors collectively.
"Patent License" means any written agreement granting any right under any Patent, including any agreement identified in Schedule V-A hereto (as supplemented from time to time).
"Patents" means all domestic and foreign patents (including utility patents, design patents, and plant patents), all applications for patents (including provisional, non-provisional, continuation, continuation-in-part, divisional, and reissue applications), and all reissues, re-examinations, extensions, and renewals thereof, and all rights corresponding thereto throughout the world, and all inventions and improvements described and claimed therein, together with all rights to collect royalties or other payments under or in respect of any of the foregoing.
"Pledged Debt" means the Indebtedness described on Schedule III hereto, as supplemented from time to time, together with any instruments evidencing such Indebtedness, and all interest, fees, and other amounts payable with respect thereto.
"Pledged Equity" means all of the Equity Interests described on Schedule II hereto, as supplemented from time to time, together with (a) any additional Equity Interests of any Person hereafter acquired by any Grantor, (b) all certificates, options, or rights of any nature whatsoever in respect of any of the foregoing, (c) all dividends and distributions paid or payable in respect of any of the foregoing, and (d) all Proceeds thereof.
"Proceeds" means (a) all "proceeds" as defined in Section 9-102(a)(64) of the UCC (or any successor provision thereof), and (b) whatever is collected on, or distributed on account of, the Collateral, including all dividends, distributions, cash, instruments, and other property received, receivable, or otherwise distributed in respect of or in exchange for any or all of the Collateral, and all insurance proceeds payable by reason of the loss or damage to any of the Collateral.
"Secured Obligations" means all obligations of the Borrower and the Guarantors under the Credit Agreement, this Agreement, and each other Loan Document, whether now existing or hereafter arising, including (a) all principal of the Term Loan B in the aggregate original principal amount of $1,200,000,000, (b) all principal of the Revolving Credit Facility in the aggregate commitment amount of $200,000,000, (c) all interest (including post-petition interest, whether or not such interest is an allowed claim in any bankruptcy or insolvency proceeding), fees (including any commitment fees, letter of credit fees, and administrative agent fees), costs, expenses, indemnities, reimbursement obligations, and other amounts payable under the Loan Documents, and (d) all obligations of the Borrower or any Guarantor under any Secured Hedge Agreement or Secured Cash Management Agreement.
"Secured Obligations Termination Date" means the date on which (a) all Secured Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted) have been paid in full in cash, (b) all Commitments have been terminated, and (c) all Letters of Credit have expired, been terminated, or been cash collateralized or backstopped in accordance with the Credit Agreement.
"Secured Parties" means, collectively, the Collateral Agent, the Administrative Agent, and the Lenders, and any other Person to whom a Secured Obligation is owed from time to time.
"Subsidiary Guarantor" means (a) initially, Luminex Systems Inc., a Delaware corporation (EIN: 86-2547210), with its chief executive offices at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, and (b) each other Domestic Subsidiary of the Borrower that hereafter becomes a party to this Agreement as a Subsidiary Guarantor pursuant to Section 8.13 by executing and delivering a Joinder Agreement in the form of Exhibit A.
"Trademark License" means any written agreement granting any right under any Trademark, including any agreement identified in Schedule VI-A hereto (as supplemented from time to time).
"Trademarks" means all domestic and foreign trademarks, service marks, trade names, trade dress, corporate names, logos, slogans, domain names, and other source indicators, together with all registrations and applications for registration thereof throughout the world, and all goodwill associated therewith and symbolized thereby, including the "Luminex One" trademark and all related marks, and all rights to collect royalties or other payments under or in respect of any of the foregoing.
"Trade Secrets" means all domestic and foreign trade secrets, know-how, proprietary information, confidential business information, customer lists, technical information, data, process technology, plans, drawings, blueprints, and all similar rights, including all rights in and to all databases and data collections, together with all rights to limit the use or disclosure thereof by any Person.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.03 — UCC Terms.
Terms defined in Article 8 or Article 9 of the UCC that are used herein without separate definition, including "Account," "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Equipment," "General Intangible," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right," "Proceeds," "Securities Account," and "Supporting Obligation," shall have the respective meanings given to such terms in Article 8 or Article 9 (as applicable) of the UCC, unless such terms are otherwise defined herein, in which case this Agreement shall control.
Section 1.04 — Rules of Construction.
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections, Exhibits, Annexes, and Schedules shall be construed to refer to Articles, Sections of, and Exhibits, Annexes, and Schedules to, this Agreement, and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) The table of contents and headings contained in this Agreement are included for convenience of reference only, shall not constitute a part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement.
(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."
ARTICLE II — GUARANTEE
Section 2.01 — Guarantee of Payment.
Each Guarantor (which, as of the date hereof, includes Holdings (Ardent Apex Holdings Inc.) and each Subsidiary Guarantor (initially, Luminex Systems Inc.)) hereby unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the Collateral Agent for the ratable benefit of the Secured Parties, the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of all Secured Obligations of the Borrower, whether for principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), fees, costs, expenses, indemnities, or otherwise, and whether existing on the date hereof or hereafter arising.
The guarantee set forth in this Section 2.01 is a guarantee of payment and performance, and not merely of collection. Each Guarantor acknowledges and agrees that its obligations hereunder are primary, direct, and immediate and are independent of the obligations of the Borrower or any other Guarantor. Without limiting the generality of the foregoing, the Secured Obligations guaranteed hereunder include all principal, interest, fees, costs, expenses, and indemnities arising under the Credit Agreement, including (a) the Term Loan B in the aggregate original principal amount of $1,200,000,000, bearing interest at a rate per annum equal to Term SOFR plus 475 basis points, with a maturity date of seven (7) years from the Closing Date, (b) the Revolving Credit Facility in the aggregate commitment amount of $200,000,000, bearing interest at a rate per annum equal to Term SOFR plus 425 basis points, with a maturity date of five (5) years from the Closing Date, and (c) all other Secured Obligations arising under this Agreement and each other Loan Document. Each Guarantor further agrees that one or more successive or concurrent actions may be brought and prosecuted against any one or more of the Guarantors, either in the same action in which the Borrower is sued or in separate actions, as often as the Collateral Agent deems advisable.
Section 2.02 — Guarantee Unconditional.
The obligations of each Guarantor hereunder are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Secured Obligations or any other agreement or instrument referred to herein or therein, or any substitution, release, or exchange of any security for, or any other guaranty of or limitation on, any of the Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of each Guarantor that the obligations of such Guarantor hereunder shall not be discharged except by payment and performance in full of the Secured Obligations. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be released, discharged, impaired, or affected by, and each Guarantor hereby consents to and shall not be released by:
(a) the invalidity, illegality, or unenforceability of, or any defect in, the Credit Agreement, any other Loan Document, or any of the Secured Obligations, or the insufficiency, invalidity, unenforceability, or loss of any Collateral or security for any of the Secured Obligations;
(b) the absence of any attempt to collect any of the Secured Obligations from the Borrower or any other Guarantor, or any other action to enforce the same;
(c) any waiver, consent, extension, forbearance, indulgence, or other action or inaction under or in respect of the Credit Agreement, any other Loan Document, or any Secured Obligation, or any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of any of the foregoing;
(d) any bankruptcy, insolvency, reorganization, dissolution, liquidation, marshalling of assets, receivership, or similar proceeding with respect to the Borrower, any other Guarantor, or any of their respective properties or creditors;
(e) any merger, consolidation, restructuring, or change in the corporate structure or existence of the Borrower or any Subsidiary;
(f) the release or substitution of any other Guarantor or any other Person liable for payment of any of the Secured Obligations;
(g) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Secured Obligations;
(h) any change in, or imposition of, any interest rate (including any default interest), fee, or other charge under or in respect of the Credit Agreement or any other Loan Document;
(i) any lack of notice to, or knowledge by, any Guarantor of the existence, terms, or conditions of the Credit Agreement, any other Loan Document, or any Secured Obligation; or
(j) any other circumstance that might otherwise constitute a legal or equitable defense available to, or discharge of, the Borrower or any other Guarantor, including any defense based on claim of set-off, counterclaim, recoupment, or any other defense whatsoever.
Each Guarantor hereby unconditionally and irrevocably waives any right to require the Collateral Agent or any other Secured Party to (i) proceed against the Borrower, any other Guarantor, or any other obligor, (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor, or any other obligor, or (iii) pursue any other remedy in the Collateral Agent's or such Secured Party's power whatsoever, before proceeding against such Guarantor under this Article II.
Section 2.03 — Reinstatement.
If at any time any payment of any portion of the Secured Obligations is rescinded or must otherwise be returned, refunded, or restored by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, the guarantee obligations of each Guarantor hereunder with respect to such payment shall be reinstated and restored as though such payment had not been made, regardless of whether the Collateral Agent or any other Secured Party is in possession of the relevant guarantee at such time. Each Guarantor further agrees that, in the event of any such rescission, return, refund, or restoration, such Guarantor shall pay (or cause to be paid) to the Collateral Agent all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by the Collateral Agent or any Secured Party in defending and enforcing such reinstatement.
Section 2.04 — Subrogation.
No Guarantor shall exercise any right of subrogation, contribution, reimbursement, indemnification, or similar right against the Borrower or any other Guarantor with respect to the Secured Obligations, and no Guarantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Secured Obligations Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation, contribution, reimbursement, or indemnification rights at any time prior to the Secured Obligations Termination Date, such amount shall be held by such Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall forthwith be paid over to the Collateral Agent for application (in accordance with the Credit Agreement) to the Secured Obligations, whether matured or unmatured. After the Secured Obligations Termination Date, such Guarantor shall be subrogated to the rights of the Secured Parties against the Borrower with respect to all payments made by such Guarantor on account of its guarantee obligations hereunder.
Section 2.05 — Waivers.
Each Guarantor hereby waives, to the fullest extent permitted by applicable law:
(a) presentment, demand for payment or performance, protest, and notice of protest, notice of dishonor, notice of non-payment, and any and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default, or enforcement of any Secured Obligation or this Agreement;
(b) notice of acceptance of this guarantee by the Collateral Agent or any other Secured Party;
(c) notice of the existence, creation, or incurrence of new or additional Secured Obligations arising under the Credit Agreement, this Agreement, or any other Loan Document;
(d) all defenses of a surety or guarantor, including the defenses of impairment of collateral, impairment of recourse, and any defense arising by reason of any disability, lack of authorization, or other defense of the Borrower or any other Person;
(e) all other notices and demands to which such Guarantor might otherwise be entitled by law, statute, or regulation;
(f) any defense arising by reason of the Collateral Agent's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; and
(g) any defense arising from the Collateral Agent's election of remedies, including any election to proceed against Collateral by non-judicial foreclosure, whether or not such election may impair such Guarantor's subrogation rights, or any other right to proceed against the Borrower or any other Person for reimbursement.
Section 2.06 — Limitation on Guarantee — Savings Clause.
Notwithstanding anything to the contrary herein, the guarantee of each Guarantor shall be limited to the maximum amount of the Secured Obligations that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (11 U.S.C. § 548), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any similar federal, state, or foreign law relating to fraudulent conveyance, fraudulent transfer, or voidable transactions (collectively, "Applicable Fraudulent Conveyance Law"). The maximum guaranteed amount shall be determined after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under Applicable Fraudulent Conveyance Law (specifically including any rights of contribution, reimbursement, or subrogation arising under Section 2.04), and (b) the value of any collections from or payments made by or on behalf of any other Guarantor in respect of the Secured Obligations. Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the maximum amount of such Guarantor's liability hereunder without impairing this guarantee or affecting the rights and remedies of the Collateral Agent or any other Secured Party hereunder, and that the provisions of this Section 2.06 are solely for the benefit of, and may be enforced solely by, such Guarantor.
Section 2.07 — Continuing Guarantee.
The guarantee set forth in this Article II is a continuing guarantee and shall remain in full force and effect until the Secured Obligations Termination Date. Each Guarantor's guarantee obligations hereunder shall continue to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or must otherwise be restored or returned by the Collateral Agent or any Secured Party for any reason, all as though such payment had not been made. This guarantee shall not be affected by the genuineness, validity, or enforceability of any note or other instrument evidencing any Secured Obligation, or by the existence, validity, enforceability, perfection, or extent of any Collateral securing the Secured Obligations.
ARTICLE III — GRANT OF SECURITY INTEREST; COLLATERAL
Section 3.01 — Grant of Security Interest.
(a) General Grant.
Each Grantor hereby pledges, assigns, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of such Grantor's right, title, and interest in, to, and under the following property, in each case wherever located and whether now owned or existing or hereafter acquired or arising, and in each case, together with all substitutions and replacements therefor and Proceeds and products thereof (all of the foregoing, subject to Section 3.01(b), collectively, the "Collateral"):
(i) all Accounts;
(ii) all Chattel Paper (including electronic chattel paper and tangible chattel paper);
(iii) all Commercial Tort Claims described on Schedule IV hereto (as supplemented from time to time in accordance with Section 5.08);
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles (including all payment intangibles, software, customer lists, goodwill, tax refunds, and tax refund claims);
(viii) all Goods (including all inventory, equipment, fixtures, and accessions);
(ix) all Instruments (including all promissory notes and Intercompany Notes);
(x) all intellectual Property, including all Copyrights, Patents, Trademarks, Trade Secrets, and IP Licenses, and specifically including, without limitation, all rights in and to the "Luminex One" platform and all associated intellectual property rights (including all software, source code, object code, documentation, databases, algorithms, APIs, and related technology);
(xi) all Inventory;
(xii) all Investment Property (including the Pledged Equity and the Pledged Debt);
(xiii) all Letter-of-Credit Rights;
(xiv) all money, cash, and cash equivalents;
(xv) all Securities Accounts;
(xvi) all Supporting Obligations;
(xvii) all books and records (whether in written, electronic, or other form) pertaining to any and all of the foregoing; and
(xviii) all Proceeds and products of any and all of the foregoing (including insurance proceeds and condemnation awards), and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty, or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing.
The security interest granted hereunder is granted as security for the payment and performance of the Secured Obligations and is in addition to, and not in limitation of, any other security interest or lien that the Collateral Agent or any Secured Party may hold with respect to any property of any Grantor.
(b) Excluded Assets.
Notwithstanding the foregoing provisions of Section 3.01(a), the Collateral shall not include any of the following (collectively, the "Excluded Assets"):
(i) Excluded Foreign Subsidiary Equity (that is, with respect to any First-Tier Foreign Subsidiary, any Equity Interests in such First-Tier Foreign Subsidiary in excess of sixty-five percent (65%) of the total outstanding voting Equity Interests of such entity); for the avoidance of doubt, the pledge of Equity Interests in each of Luminex Systems AG (Commercial Register No. CHE-284.391.057), Luminex Systems UK Ltd. (Company No. 12847362), Luminex Systems GmbH (HRB No. HRB 247891), and Luminex Systems Pte. Ltd. (UEN: 201924781K) shall be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of each such entity;
(ii) any Equity Interests in any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary (it being understood that no pledge of lower-tier foreign subsidiaries shall be required hereunder);
(iii) any lease, license, contract, permit, or other agreement to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, permit, or other agreement, or create a right of termination in favor of any party thereto (other than the applicable Grantor), in each case, after giving effect to the applicable anti-assignment provisions of the UCC (including Sections 9-406, 9-407, 9-408, and 9-409 thereof) and other applicable law; provided that the Proceeds of any such lease, license, contract, permit, or other agreement shall constitute Collateral to the extent that the creation of a security interest therein is not otherwise so restricted;
(iv) any assets to the extent that the grant of a security interest therein is prohibited by applicable law, rule, or regulation (after giving effect to the applicable provisions of the UCC and other applicable law), but only for so long as such prohibition is in effect;
(v) any intent-to-use trademark applications filed pursuant to 15 U.S.C. § 1051(b) solely to the extent that, and for so long as, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under the Lanham Act (15 U.S.C. § 1051 et seq.); provided that, upon the filing of a statement of use or amendment to allege use with respect to any such intent-to-use trademark application, such application shall automatically be included in the Collateral;
(vi) any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System);
(vii) any governmental licenses, permits, authorizations, or approvals to the extent that the grant of a security interest therein is prohibited thereby or restricted by applicable law, rule, or regulation (including any prohibition on assignment or encumbrance contained therein);
(viii) any assets subject to a Lien securing a purchase money security interest, capital lease obligation, or similar arrangement permitted under the Credit Agreement, to the extent that the documentation governing such arrangement prohibits the creation of any other security interest therein (but only to the extent that (A) such prohibition was not entered into in contemplation of this Agreement and (B) such prohibition relates solely to the assets financed by such purchase money security interest, capital lease obligation, or similar arrangement); and
(ix) Excluded Accounts (that is, deposit accounts exclusively used for payroll, payroll taxes, employee benefits, or trust accounts).
For the avoidance of doubt, no Grantor shall be required to take any action with respect to any Excluded Asset that would be required hereunder if such Excluded Asset were Collateral. Notwithstanding the foregoing, if and to the extent that the restriction or prohibition that caused any asset to be an Excluded Asset ceases to apply, such asset shall automatically, without further action by any party, become Collateral hereunder.
Section 3.02 — Perfection of Security Interest.
Each Grantor shall take all actions necessary or reasonably requested by the Collateral Agent to create, establish, and perfect the security interests granted hereunder, including:
(a) the filing of UCC-1 financing statements in each jurisdiction where filing is necessary or advisable to perfect a security interest in the Collateral, including the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming each of (i) Luminex Systems Holdings Inc. as debtor, (ii) Ardent Apex Holdings Inc. as debtor, and (iii) Luminex Systems Inc. as debtor, in each case, with Stonebridge Credit Partners LLC, as Collateral Agent, as secured party;
(b) the delivery to the Collateral Agent (or its designated custodian, bailee, or agent) of all certificated securities (accompanied by undated stock powers or other instruments of transfer executed in blank), all instruments (including promissory notes), and all tangible chattel paper, in each case constituting Collateral;
(c) the execution and delivery of deposit account control agreements, securities account control agreements, commodity account control agreements, and electronic chattel paper control agreements, as applicable, with each depository bank, securities intermediary, commodity intermediary, or other financial institution maintaining any Deposit Account, Securities Account, commodity account, or electronic chattel paper in which any Grantor has an interest (other than Excluded Accounts);
(d) the execution and delivery of short-form intellectual property security agreements (in the form of Annex A or as otherwise reasonably acceptable to the Collateral Agent) for filing with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, covering all registered Patents, Patent applications, Trademarks, Trademark applications, and Copyrights included in the Collateral, as further described in Section 3.06; and
(e) such other actions as the Collateral Agent may from time to time reasonably request to create, perfect, protect, and continue the perfection and priority of the security interests granted hereunder, including the execution of landlord waivers, bailee letters, and other agreements with respect to locations where material tangible Collateral is stored.
Each Grantor hereby authorizes the Collateral Agent to file one or more UCC financing statements (and continuation statements with respect thereto) and amendments thereto, in any filing office, describing the Collateral as "all personal property and assets of the debtor" or words of similar import, or describing specific items of Collateral, all in the Collateral Agent's sole discretion, without the signature of such Grantor to the extent permitted by applicable law.
Section 3.03 — After-Acquired Property.
The security interest created hereunder shall automatically, without further action by any party, attach to all Collateral of each type described in Section 3.01(a) that is acquired by any Grantor after the date hereof. Each Grantor shall promptly notify the Collateral Agent in writing of the acquisition of any Commercial Tort Claim with a value in excess of $1,000,000 individually or $2,500,000 in the aggregate (together with all other Commercial Tort Claims not previously disclosed), and shall execute and deliver to the Collateral Agent a supplement to Schedule IV describing such Commercial Tort Claim in reasonable detail. Each Grantor shall take all actions necessary or reasonably requested by the Collateral Agent to perfect the security interest of the Collateral Agent in any such after-acquired Collateral, including the filing of supplemental UCC financing statements and the delivery of supplemental schedules.
Section 3.04 — Pledged Equity.
Schedule II hereto sets forth all Equity Interests owned by each Grantor as of the date hereof. The Pledged Equity as of the date hereof is as follows:
Holdings (Ardent Apex Holdings Inc.) Pledged Equity:
Borrower (Luminex Systems Holdings Inc.) Pledged Equity:
For the avoidance of doubt, and as set forth in Section 3.01(b)(i), the pledge of Equity Interests in each First-Tier Foreign Subsidiary is limited to sixty-five percent (65%) of the total outstanding voting Equity Interests of such entity. No pledge of Equity Interests in any lower-tier Foreign Subsidiary shall be required hereunder.
All Pledged Equity constituting certificated securities shall be delivered to the Collateral Agent (or its designated custodian or agent) accompanied by undated stock powers or other instruments of transfer duly executed in blank by the applicable Grantor. With respect to any Pledged Equity that constitutes uncertificated securities (including the registered shares (Namenaktien) of Luminex Systems AG and the Geschäftsanteile of Luminex Systems GmbH), the applicable Grantor shall take such steps as are necessary under the law of the applicable jurisdiction to perfect the Collateral Agent's security interest therein, including (a) causing the issuer thereof to register the Collateral Agent's security interest on its books and records or register of members (or equivalent), (b) executing and delivering control agreements or similar arrangements with the issuer, and (c) such other steps as the Collateral Agent may reasonably request.
Section 3.05 — Pledged Debt.
Schedule III hereto sets forth all Intercompany Notes and other instruments evidencing Indebtedness owed to any Grantor as of the date hereof, including all Intercompany Notes among the Luminex group entities. All Pledged Debt with a principal amount in excess of $1,000,000 shall be evidenced by promissory notes, which shall be delivered to the Collateral Agent (or its designated custodian or agent) duly endorsed in blank or accompanied by undated instruments of transfer duly executed in blank by the payee thereof. If any Grantor hereafter becomes the payee or holder of any additional promissory note or instrument evidencing Indebtedness in excess of $1,000,000, such Grantor shall promptly deliver such note or instrument to the Collateral Agent endorsed in blank and shall update Schedule III accordingly.
Section 3.06 — Intellectual Property Collateral.
In addition to the security interest granted in Section 3.01(a), each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in and to all intellectual Property, including all Copyrights, Patents, Trademarks, Trade Secrets, and IP Licenses. Each Grantor shall execute and deliver to the Collateral Agent a separate intellectual property security agreement in the form of Annex A hereto (or such other form as is reasonably acceptable to the Collateral Agent) for filing with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Without limiting the foregoing:
(a) Schedule V hereto sets forth a complete and accurate list of all registered Patents and pending Patent applications owned by each Grantor as of the date hereof, including any United States patents and patent applications related to the Luminex One platform and related technology;
(b) Schedule VI hereto sets forth a complete and accurate list of all registered Trademarks and pending Trademark applications owned by each Grantor as of the date hereof, including "Luminex," "Luminex One," and all related marks, logos, and service marks;
(c) Schedule VII hereto sets forth a complete and accurate list of all registered Copyrights owned by each Grantor as of the date hereof; and
(d) the grant of a security interest in all IP Licenses is subject to the Excluded Assets carve-out set forth in Section 3.01(b)(iii) with respect to any IP License that contains contractual restrictions on assignment or the granting of security interests that survive the application of the UCC anti-assignment override provisions.
Each Grantor acknowledges and agrees that the security interest in intellectual Property granted hereunder includes the right, but not the obligation, of the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, to use, license, or sub-license any intellectual Property for purposes of exercising its remedies hereunder.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and as of each date on which any representation or warranty is required to be restated or confirmed pursuant to the Credit Agreement, as follows:
Section 4.01 — Organization and Authority.
Each Grantor is duly organized or incorporated, validly existing, and in good standing (or the equivalent thereof in the applicable jurisdiction) under the laws of its jurisdiction of organization, as set forth below:
(a) Luminex Systems Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware;
(b) Ardent Apex Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; and
(c) Luminex Systems Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
Each Grantor has all requisite corporate (or other organizational) power and authority to (i) own and operate its properties and to carry on its business as presently conducted, (ii) execute, deliver, and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and (iii) grant the security interests and liens contemplated hereunder. Each Grantor is duly qualified and in good standing (or the equivalent thereof) as a foreign corporation or other entity in every jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
Section 4.02 — Due Authorization; No Conflicts.
The execution, delivery, and performance by each Grantor of this Agreement and the grant of the security interests and liens contemplated hereunder have been duly authorized by all necessary corporate (or other organizational) action on the part of such Grantor. This Agreement has been duly executed and delivered by each Grantor.
Neither the execution, delivery, nor performance by any Grantor of this Agreement, nor the grant of the security interests and liens contemplated hereunder, nor the consummation of any of the transactions contemplated hereby, will (a) violate any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, partnership agreement, or other organizational documents of any Grantor, (b) violate, conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement, instrument, indenture, or other obligation to which any Grantor is a party or by which any Grantor or any of its properties is bound, including the Intercreditor Agreement, dated as of [●], 2025, between Stonebridge Credit Partners LLC (as Senior Representative) and Crestline Mezzanine Partners II LP (as Subordinated Representative), (c) result in the creation or imposition of any Lien on any property of any Grantor (other than the Liens created hereunder and Permitted Liens), or (d) violate any applicable law, rule, regulation, judgment, injunction, order, or decree of any Governmental Authority.
Section 4.03 — Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (whether considered in a proceeding at law or in equity), including concepts of good faith, fair dealing, commercial reasonableness, and the possible unavailability of specific performance or injunctive relief.
Section 4.04 — Ownership of Collateral.
Each Grantor is the sole legal and beneficial owner of its Collateral, free and clear of all Liens other than Permitted Liens (as defined in the Credit Agreement). No Grantor has transferred, assigned, conveyed, or encumbered any interest in any of its Collateral, except for (a) the security interest granted hereunder to the Collateral Agent, (b) Permitted Liens, and (c) dispositions of Collateral permitted under the Credit Agreement in the ordinary course of business.
Section 4.05 — Perfection.
Upon (a) the filing of UCC-1 financing statements in the appropriate filing offices, (b) the delivery to the Collateral Agent of all certificated securities, instruments, and tangible chattel paper constituting Collateral, (c) the entry into deposit account control agreements, securities account control agreements, and other control agreements as contemplated by Section 3.02(c), and (d) the filing of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office as contemplated by Section 3.06, the Collateral Agent will have a valid, attached, and perfected first-priority security interest in and lien upon all of the Collateral, subject only to Permitted Liens and the priority of any Permitted Liens that have priority over the security interests granted hereunder as a matter of applicable law.
Section 4.06 — Organizational Information.
Schedule I hereto sets forth for each Grantor, as of the date hereof, (a) the exact legal name of such Grantor (as it appears in its certificate of incorporation or organization, as applicable), (b) its jurisdiction of organization, (c) its organizational identification number (EIN or equivalent), (d) the address of its chief executive office or principal place of business, (e) the name and address of its registered agent, (f) all prior legal names of such Grantor within the five (5) years immediately preceding the date hereof, and (g) all prior jurisdictions of organization of such Grantor within the five (5) years immediately preceding the date hereof. Without limiting the generality of the foregoing:
(a) Luminex Systems Holdings Inc. was incorporated on June 14, 2021 in the State of Delaware; EIN: 86-2547193; chief executive office at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191; registered agent: Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901. This entity has had no prior names and no prior jurisdictions of organization within the past five (5) years.
(b) Ardent Apex Holdings Inc. was incorporated on March 5, 2025 in the State of Delaware; EIN: 93-2178435; chief executive office at 399 Park Avenue, 42nd Floor, New York, New York 10022; registered agent: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. This entity has had no prior names and no prior jurisdictions of organization within the past five (5) years.
(c) Luminex Systems Inc. is a corporation organized in the State of Delaware; EIN: 86-2547210; chief executive office at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191; registered agent: [●]. This entity has had no prior names and no prior jurisdictions of organization within the past five (5) years.
Section 4.07 — Equity Interest Representations.
The Pledged Equity listed on Schedule II hereto constitutes (a) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary of the Borrower and (b) sixty-five percent (65%) of the total outstanding voting Equity Interests of each First-Tier Foreign Subsidiary, in each case as of the date hereof. All Pledged Equity has been duly authorized, validly issued, fully paid, and nonassessable (to the extent such concepts are applicable under the laws of the relevant jurisdiction of organization of the issuer thereof). Except as disclosed on Schedule II, there are no outstanding options, warrants, convertible securities, subscription rights, or other rights (contingent or otherwise) to acquire any Equity Interests of any Domestic Subsidiary or any First-Tier Foreign Subsidiary. Each Grantor is the record and beneficial owner of the Pledged Equity listed opposite its name on Schedule II, free and clear of all Liens other than Permitted Liens and the security interests granted hereunder.
Section 4.08 — Intellectual Property Representations.
(a) Schedules V, VI, and VII hereto are complete and accurate lists, as of the date hereof, of all registered Patents, Trademarks, and Copyrights (and all pending applications therefor), respectively, owned by or registered in the name of any Grantor.
(b) To the knowledge of each Grantor, no intellectual Property owned by any Grantor is subject to any pending or, to the knowledge of such Grantor, threatened adverse claim, opposition, cancellation proceeding, interference proceeding, inter partes review, post-grant review, or other challenge that would reasonably be expected to materially impair the value, use, or enforceability of such intellectual Property.
(c) Each Grantor owns or has valid licenses or other rights to use all intellectual Property that is necessary for the conduct of its business as currently conducted, except where the failure to have such ownership, license, or right would not reasonably be expected to have a Material Adverse Effect.
(d) No Grantor is aware of any material infringement, misappropriation, or dilution of its intellectual Property by any third party as of the date hereof, except as would not reasonably be expected to have a Material Adverse Effect.
Section 4.09 — Deposit Accounts and Securities Accounts.
Schedule VIII hereto sets forth a complete and accurate list of all deposit accounts and securities accounts maintained by each Grantor as of the date hereof, together with the name of the financial institution at which each such account is maintained, the account number (or last four digits thereof), and the type of account (e.g., operating account, payroll account, securities account). Other than Excluded Accounts, no Grantor maintains any deposit account or securities account that is not listed on Schedule VIII.
Section 4.10 — Commercial Tort Claims.
Schedule IV hereto sets forth a complete and accurate list, as of the date hereof, of all Commercial Tort Claims of each Grantor having an individual value in excess of $1,000,000, including a brief description of the nature of the claim, the parties thereto, and the court or tribunal in which such claim is pending or threatened. As of the date hereof, no Grantor has any Commercial Tort Claim in excess of $1,000,000 other than as set forth on Schedule IV.
Section 4.11 — Location of Tangible Collateral.
Schedule IX hereto sets forth all locations where Equipment and Inventory of the Grantors having a book value in excess of $500,000 in the aggregate at any individual location are located as of the date hereof, including the Reston, Virginia headquarters facility. No material tangible Collateral is located at any location not listed on Schedule IX, and no Grantor has any Equipment or Inventory stored at any warehouse, bailee's premises, or other third-party location except as disclosed on Schedule IX.
ARTICLE V — COVENANTS