1001-00004 · Ardent Capital Partners · Opinions & Deliverables

10b-5-negative-assurance-letter.docx DOCUMENT M&A / Corporate

52 / 78 ← → ✕

DRAFT — FORM OF 10b-5 NEGATIVE ASSURANCE LETTER

CALDERWOOD & HARKNESS LLP Attorneys at Law

7 Times Square New York, New York 10036

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

[__], 2025

Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent 600 Lexington Avenue, 20th Floor New York, New York 10022

Attention: Nathan Ostrowski, Managing Director, Sponsor Finance

Birchwood Capital Finance LLC, as Co-Lender 100 Federal Street, 28th Floor Boston, Massachusetts 02110

Attention: Diane Pritchard

Ironvale Credit Fund III LP, as Co-Lender 9 West 57th Street, Suite 3100 New York, New York 10019

Attention: Robert Tannenbaum

Each of the other Lenders party to the Credit Agreement (as defined below)

Re: Senior Secured Credit Facility — Credit Agreement dated as of [______], 2025 (the "Credit Agreement"), among Luminex Systems Holdings Inc., a Delaware corporation (the "Borrower"), Ardent Apex Holdings Inc., a Delaware corporation ("Holdings"), the Lenders party thereto, and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent

Commitment Letter dated March 8, 2025 (Ref. No. SC-2025-0312-AC)

$1,400,000,000 Senior Secured Credit Facility, consisting of a $1,200,000,000 Term Loan B Facility and a $200,000,000 Revolving Credit Facility

Ladies and Gentlemen:

1. Introductory Paragraph; Engagement Context

We have acted as legal counsel to Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), and its affiliates Ardent Apex Holdings Inc., a Delaware corporation ("Holdings"), and Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), in connection with (a) the Agreement and Plan of Merger dated as of March 24, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement") among Holdings, Merger Sub, and Luminex Systems Holdings Inc., a Delaware corporation (the "Borrower" or the "Company"), (b) the reverse triangular merger of Merger Sub with and into the Company (the "Merger"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Holdings, (c) the negotiation, preparation, execution, and delivery of the Credit Agreement dated as of [__], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Holdings, the several banks and other financial institutions or entities from time to time party thereto as lenders (collectively, the "Lenders"), and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent (in such capacity, the "Administrative Agent"), providing for a Senior Secured Credit Facility in an aggregate principal amount of $1,400,000,000 (the "Senior Secured Credit Facility"), consisting of a $1,200,000,000 term loan B facility (the "Term Loan B") and a $200,000,000 revolving credit facility (the "Revolving Credit Facility"), and (d) the negotiation, preparation, execution, and delivery of the related Loan Documents (as defined in the Credit Agreement). The Merger, the financing contemplated by the Credit Agreement, and the other transactions contemplated by the Merger Agreement and the Loan Documents are collectively referred to herein as the "Transactions."

The aggregate equity value of the Merger is approximately $2,800,000,000, based on a per-share merger consideration of $20.00 per share for approximately 140,000,000 fully diluted shares of the Company's common stock, par value $0.001 per share.

This letter is delivered to you pursuant to Section [_] of the Credit Agreement as a condition precedent to the initial funding of the Term Loan B on the date hereof (the "Closing Date"). This letter is identified as Calderwood & Harkness LLP Matter No. 1001-00004.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

2. Documents Reviewed

In connection with the preparation and delivery of this letter, we have reviewed the following documents (collectively, the "Reviewed Documents"):

(a) the Confidential Information Memorandum dated [__], 2025 (the "Information Memorandum" or "CIM"), prepared by or on behalf of the Borrower and Holdings and delivered to the Lenders in connection with the syndication of the Senior Secured Credit Facility;

(b) the Merger Agreement (execution version dated March 24, 2025), including all schedules, exhibits, and annexes thereto, and the Company Disclosure Letter and Parent Disclosure Letter delivered in connection therewith;

(d) the Commitment Letter dated March 8, 2025 (Ref. No. SC-2025-0312-AC), between Holdings and Stonebridge Credit Partners LLC, and the related Fee Letter dated March 8, 2025 (collectively, the "Commitment Documents");

(e) the Guarantee and Collateral Agreement dated as of [__], 2025 (the "Guarantee and Collateral Agreement"), among Holdings, the Borrower, each subsidiary guarantor party thereto, and the Administrative Agent, for the benefit of the Secured Parties;

(f) the Intercreditor Agreement dated as of [__], 2025 (the "Intercreditor Agreement"), between Stonebridge Credit Partners LLC (as senior representative on behalf of the first-lien secured parties) and Crestline Mezzanine Partners II LP (as subordinated representative on behalf of the subordinated noteholders);

(g) the Equity Commitment Letter dated as of March 24, 2025, from Ardent Capital Partners III LP, committing to make an equity contribution of $695,980,000 to Holdings for the purpose of consummating the Transactions;

(h) the Co-Investment Agreement dated as of March 24, 2025 (the "Northvale Co-Investment Agreement"), between Holdings and Northvale Sovereign Holdings Ltd., providing for a co-investment of $200,000,000 in the equity of Holdings;

(i) the Co-Investment Agreement dated as of March 24, 2025 (the "Summit Ridge Co-Investment Agreement"), between Holdings and Summit Ridge Capital Partners LP, providing for a co-investment of $100,000,000 in the equity of Holdings;

(j) the Note Purchase Agreement dated as of [__], 2025 (the "Subordinated Note Purchase Agreement"), between Holdings and Crestline Mezzanine Partners II LP, providing for the issuance and sale of $300,000,000 aggregate principal amount of subordinated notes bearing interest at 11.5% per annum (with a PIK toggle feature), maturing eight (8) years from the date of issuance;

(k) the Officer's Certificate of each of Holdings and Merger Sub dated [_], 2025 (the "Buyer Bring-Down Certificate"), and the Officer's Certificate of the Company dated [_], 2025 (the "Seller Bring-Down Certificate"), each delivered in connection with the Closing;

(l) the Solvency Certificate delivered as of the Closing Date by the Chief Financial Officer of the Borrower (as the surviving corporation in the Merger), certifying as to the solvency of Holdings and its subsidiaries on a consolidated basis after giving effect to the Transactions;

(m) the audited consolidated financial statements of Luminex Systems Holdings Inc. for the fiscal year ended December 31, 2024 (the "Audited Financial Statements"), together with the notes thereto and the independent auditor's report thereon issued by Hargrove Thornton LLP, independent registered public accounting firm (lead audit partner: Margaret Dawson);

(n) the unaudited interim consolidated financial statements of Luminex Systems Holdings Inc. for the period ending [__], 2025 (the "Interim Financial Statements"), including the unaudited consolidated balance sheet and the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for the applicable interim period;

(o) the organizational documents of each of Holdings, Merger Sub, and the Borrower, including the respective certificates of incorporation and bylaws (or equivalent organizational documents) of each such entity;

(p) resolutions of the board of directors (or equivalent governing body) of each of Holdings, Merger Sub, and the Borrower, authorizing the Transactions and the execution, delivery, and performance of the Loan Documents; and

(q) such other documents, records, certificates, agreements, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions and negative assurance set forth in this letter.

The Audited Financial Statements and the Interim Financial Statements are referred to herein collectively as the "Financial Statements." The Information Memorandum, together with the documents listed in clauses (b) through (q) above, are referred to herein collectively as the "Transaction Documents."

3. Limitations and Qualifications

3.1 Scope of Review

We have not independently verified the accuracy, completeness, or fairness of the statements contained in the Information Memorandum or the Financial Statements and other financial data set forth or incorporated by reference therein. The Audited Financial Statements were audited by Hargrove Thornton LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the United States of America, and we have not undertaken any independent audit, review, compilation, or verification of such financial statements or the work performed by Hargrove Thornton LLP. We are not experts in, and do not express any opinion or view with respect to, financial, accounting, statistical, actuarial, or tax matters, whether contained in the Information Memorandum, the Financial Statements, or otherwise.

We note that Pendleton & Associates LLP (the Buyer's independent accounting and tax advisor; lead engagement partner: Richard Chow) has provided certain tax structuring, accounting, and financial due diligence analyses in connection with the Transactions. We have reviewed certain summary materials and conclusions prepared by Pendleton & Associates LLP to the extent furnished to us, but we have not independently verified the accuracy or completeness of any such analyses and express no view or opinion with respect to any financial, accounting, statistical, or tax matters addressed therein. Our reliance on such materials has been limited to confirming the general factual context of the Transactions as described in the Information Memorandum.

3.2 No Duty of Independent Investigation

We are not passing upon, and we assume no responsibility for, the accuracy, completeness, or fairness of the statements contained in the Information Memorandum, except to the limited extent expressly set forth in Section 4 below. We have not been engaged to perform, and have not performed, an audit, a review, a compilation, or any agreed-upon procedures (as such terms are defined by the American Institute of Certified Public Accountants) with respect to the Financial Statements, projections, estimates, budgets, or other financial data contained in or incorporated by reference into the Information Memorandum, and we do not express any opinion, conclusion, or any other form of assurance on such financial information.

Our engagement has been limited to providing legal counsel in connection with the Transactions and rendering the negative assurance contained herein. We have relied, without independent investigation, upon the representations and warranties of the parties set forth in the Merger Agreement, the Credit Agreement, and the other Transaction Documents, the certificates delivered by officers of the Borrower and Holdings, and oral and written statements and representations made by the individuals identified in Section 3.3 below.

3.3 Limitation as to Nature of Work

The negative assurance set forth in this letter is based solely on (i) our participation in the preparation of the Information Memorandum, including our review of successive drafts thereof and our discussions with the parties and their advisors regarding the contents thereof, (ii) our review of the Reviewed Documents described in Section 2 above, (iii) discussions with certain officers and employees of the Borrower, including Dr. Stefan Kessler, Chief Executive Officer, Annelise Gruber, Chief Financial Officer, and Dr. Markus Vogt, Chief Technology Officer, (iv) discussions with certain officers and employees of the Sponsor, including Theodore ("Ted") Hargrove, Victoria Langford, Marcus Ellison, Priya Chandrasekaran, and David Ng, (v) discussions with representatives of Caldwell, Raines & Sheppard LLP, counsel to the Company in its capacity as the Seller, and (vi) our general experience as legal counsel in transactions of the type contemplated by the Credit Agreement and the Merger Agreement.

We are not opining on, and this letter does not address, any matters governed by the laws of any jurisdiction outside the United States. We note that certain matters arising under the laws of Switzerland, the Federal Republic of Germany, the United Kingdom, and the Republic of Singapore, respectively, have been addressed by the following local counsel in separate opinions delivered in connection with the Closing:

(a) Breitfeld Hess & Partner AG, Glenrock Assurance, Switzerland (Swiss law matters, including matters relating to Luminex Systems AG (CHE-284.391.057), Swiss withholding tax, and FINMA/SECO regulatory considerations);

(b) Wendt Schäfer Rechtsanwälte PartG mbB, Munich, Germany (German law matters, including matters relating to Luminex Systems GmbH (HRB 247891, Munich) and Bundeskartellamt merger control);

(c) Tan Liang & Associates LLP, Singapore (Singapore law matters, including matters relating to Luminex Systems Pte. Ltd. (UEN 201924781K)); and

(d) with respect to United Kingdom law matters, including matters relating to Luminex Systems UK Ltd. (Company No. 12847362), the relevant local counsel identified in the Credit Agreement.

We express no opinion or view on any matter addressed by such local counsel, and the addressees should look solely to such local counsel for assurance with respect to matters governed by the laws of the respective foreign jurisdictions.

3.4 Temporal Limitation

The negative assurance expressed herein speaks only as of the date hereof. We have no obligation to update, supplement, revise, or reaffirm this letter, or to advise any addressee hereof or any other person of any change in facts or circumstances, any new information, or any development of which we may become aware after the date of delivery of this letter, regardless of whether such change, information, or development might affect the negative assurance expressed herein. We disclaim any undertaking or obligation to monitor the accuracy of the Information Memorandum or the Reviewed Documents following the date hereof.

3.5 Rule 10b-5 Reference

This letter is provided solely under, and the negative assurance expressed herein is limited to, Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 promulgated thereunder by the Securities and Exchange Commission, and the general anti-fraud provisions of applicable federal securities laws of the United States. Notwithstanding the reference to Rule 10b-5 and the Exchange Act, we note that the Credit Agreement and the loans and other extensions of credit thereunder may not constitute "securities" within the meaning of the federal securities laws, and we express no opinion or view on that question. The negative assurance contained herein is provided solely as an accommodation to the addressees and should not be construed as an indication that the federal securities laws, including Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, are necessarily applicable to the Transactions or the Loan Documents.

4. Negative Assurance Statement

Based upon and subject to the foregoing, and in reliance thereon, we advise you that, as of the date hereof, nothing has come to our attention that causes us to believe that the Information Memorandum, as of its date and as of the date hereof (except that, with respect to financial statements and other financial data contained or incorporated by reference therein, our negative assurance is given only as of the respective dates of such financial statements or financial data), contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The negative assurance expressed in the preceding paragraph does not extend to, and we express no view with respect to, the following:

(a) the Financial Statements, and any and all financial projections, estimates, forecasts, budgets, pro forma financial information, financial models, and other forward-looking information or statements (including any assumptions underlying such projections or forward-looking information) contained in or incorporated by reference into the Information Memorandum, including, without limitation, all projected revenue, Adjusted EBITDA, cash flow, capital expenditure, and other financial metrics;

(b) any and all financial, statistical, and accounting data contained in or incorporated by reference into the Information Memorandum, including credit statistics, leverage ratios, coverage ratios, and other quantitative financial information;

(c) information contained in the Information Memorandum relating to regulatory proceedings, governmental investigations, or administrative actions and their potential outcomes, including, without limitation, information relating to (i) the pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the review thereof by the Federal Trade Commission (Transaction No. HSR-20250328-4192), (ii) the review by the Committee on Foreign Investment in the United States (Tracking No. CFIUS-2025-0087), (iii) the review by the Swiss Financial Market Supervisory Authority (FINMA) and the State Secretariat for Economic Affairs (SECO) (File No. 32-0973), (iv) the review by the German Federal Cartel Office (Bundeskartellamt) (File No. B6-34/25), and (v) the review under the European Union Foreign Subsidies Regulation (Case No. FSR.M.2025-0412);

(d) information of a legal character contained in the Information Memorandum relating to the laws of jurisdictions other than the United States, including the laws of Switzerland, the Federal Republic of Germany, the United Kingdom, the Republic of Singapore, and any other non-U.S. jurisdiction;

(e) information contained in the Information Memorandum relating to the representations and warranty insurance policy issued by Grandview Specialty Insurance Company (Policy No. GSI-RWI-2025-04821) with an aggregate limit of liability of $420,000,000, including all statements regarding the scope, coverage, exclusions, retention amounts, subrogation rights, and claims procedures under such policy; and

(f) information contained in the Information Memorandum relating to tax matters, including, without limitation, the analysis of the potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, Swiss withholding tax matters (including any Swiss federal anticipatory tax (Verrechnungssteuer) implications), transfer pricing arrangements and policies of the Borrower and its subsidiaries, and any other tax structuring, planning, or compliance matters.

5. Transaction Summary Context

For the avoidance of doubt and for the record, the following is a brief summary of the key transaction parameters as described in the Information Memorandum. This summary is provided solely for context and reference, and the inclusion of this summary herein does not expand or modify the scope of the negative assurance expressed in Section 4 above.

The Company. The Borrower, Luminex Systems Holdings Inc., is a Delaware corporation (EIN: 86-2547193) with its principal executive offices located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. Luminex is a Swiss-headquartered enterprise software-as-a-service ("SaaS") company that develops and markets a cloud-based enterprise resource planning ("ERP"), procurement automation, and supply-chain analytics platform marketed under the brand name "Luminex One."

Financial Overview. For the fiscal year ended December 31, 2024, the Company reported total revenue of approximately $487,000,000, consisting of approximately $441,000,000 in annual recurring revenue ("ARR") from subscription and platform fees and approximately $46,000,000 in professional services revenue. The Company reported Adjusted EBITDA (as defined in the Information Memorandum) of approximately $121,800,000 for the fiscal year ended December 31, 2024, representing an Adjusted EBITDA margin of approximately 25.0%. As of the date of the Information Memorandum, the Company employed approximately 4,200 individuals globally across its various offices and facilities.

Key Subsidiaries. The Company's principal operating subsidiaries include: (i) Luminex Systems AG (company identification number CHE-284.391.057), organized under the laws of Switzerland; (ii) Luminex Systems Inc., a Delaware corporation; (iii) Luminex Systems UK Ltd. (Company No. 12847362), organized under the laws of England and Wales; (iv) Luminex Systems GmbH (HRB 247891, registered with the commercial register of the local court (Amtsgericht) of Munich), organized under the laws of the Federal Republic of Germany; and (v) Luminex Systems Pte. Ltd. (UEN 201924781K), organized under the laws of the Republic of Singapore.

Pre-Transaction Ownership. Immediately prior to the consummation of the Merger, the Company's outstanding shares of common stock were held by (i) Ridgeline Growth Equity Fund II LP, which held approximately 52% of the outstanding shares, (ii) members of the Company's management team and employees, who held in the aggregate approximately 28% of the outstanding shares, and (iii) Meridian Venture Partners IV LP, which held approximately 20% of the outstanding shares.

Sources and Uses of Funds. The Information Memorandum describes the following sources of funds for the Transactions: (i) $695,980,000 of equity contributed by the Sponsor through Ardent Capital Partners III LP, (ii) approximately $405,020,000 of management rollover equity contributed by members of the Company's management team and certain existing employees, (iii) $200,000,000 of co-investment equity from Northvale Sovereign Holdings Ltd., (iv) $100,000,000 of co-investment equity from Summit Ridge Capital Partners LP, (v) $300,000,000 of subordinated notes issued to Crestline Mezzanine Partners II LP pursuant to the Subordinated Note Purchase Agreement, and (vi) $1,200,000,000 of term loan B borrowings under the Credit Agreement.

Senior Secured Credit Facility Terms. As described in the Information Memorandum and the Credit Agreement, the key terms of the Senior Secured Credit Facility are as follows: (i) the Term Loan B in an aggregate principal amount of $1,200,000,000, bearing interest at a rate equal to the Adjusted Term SOFR Rate plus 4.75% per annum, with a maturity of seven (7) years from the Closing Date, an original issue discount of 1.00%, and annual amortization of 1.00% of the original principal amount; (ii) the Revolving Credit Facility in an aggregate principal amount of $200,000,000, bearing interest at a rate equal to the Adjusted Term SOFR Rate plus 4.25% per annum, with a maturity of five (5) years from the Closing Date, undrawn at closing; and (iii) a springing financial covenant requiring compliance with a maximum first-lien net leverage ratio of 6.50 to 1.00, tested only when revolving credit utilization exceeds 40% of the revolving credit commitments (i.e., in excess of $80,000,000).

Security. The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on substantially all of the assets of the Borrower (as the surviving corporation in the Merger) and each of its domestic subsidiaries (subject to customary exceptions and exclusions set forth in the Guarantee and Collateral Agreement), together with a pledge of 65% of the voting equity interests of each first-tier foreign subsidiary of the Borrower and its domestic subsidiaries.

Merger Structure. The Merger is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings.

6. Reliance and Benefit

This letter is furnished solely for the benefit of the addressees hereof in their respective capacities as Administrative Agent, Collateral Agent, and Lenders under the Credit Agreement, and their respective successors and permitted assigns, in connection with the Transactions contemplated by the Credit Agreement and the other Loan Documents. This letter is being delivered to the addressees solely in connection with the Closing under the Credit Agreement and the initial funding of the Term Loan B on the Closing Date.

This letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the generality of the foregoing, no person or entity other than the addressees hereof is entitled to rely upon, or is a beneficiary of, this letter, including, without limitation, (i) Crestline Mezzanine Partners II LP (in its capacity as purchaser of the subordinated notes), (ii) Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP (in their respective capacities as equity co-investors), (iii) any of the Seller parties, including Ridgeline Growth Equity Fund II LP and Meridian Venture Partners IV LP, (iv) the Borrower's or Holdings' respective stockholders, equityholders, members, partners, or affiliates (other than the addressees), or (v) any other person or entity that may claim an interest in or benefit from the Transactions.

This letter may not be quoted, cited, summarized, or referred to, in whole or in part, in any document, report, filing, opinion, or other communication, whether publicly filed, delivered to any governmental authority, or otherwise, without the prior written consent of Calderwood & Harkness LLP, except that (a) the Administrative Agent may furnish a copy of this letter to any Lender that becomes a party to the Credit Agreement after the date hereof in connection with an assignment or participation permitted under the Credit Agreement, and (b) this letter may be disclosed to regulatory authorities exercising supervisory or examination authority over any addressee, provided that such disclosure is required by applicable law or regulation and the relevant addressee provides prior written notice thereof to Calderwood & Harkness LLP to the extent practicable and permitted by applicable law.

7. Governing Law

This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner

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

Matter No. 1001-00004

Enclosures:

As referenced in Section 2 above.

cc (by electronic mail and overnight courier):

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

Attention: Theodore ("Ted") Hargrove and Victoria Langford

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

Whitfield Partners LLC 280 Park Avenue New York, New York 10017

Attention: Christopher Brennan

(Buyer's financial advisor — for informational purposes only; Whitfield Partners LLC is not an addressee of, and is not entitled to rely upon, this letter)

CONFIDENTIAL — DRAFT — FORM OF 10b-5 NEGATIVE ASSURANCE LETTER This letter and the information contained herein are confidential and are being provided to the addressees hereof solely in connection with the Senior Secured Credit Facility described herein. Distribution, reproduction, or use of this letter, in whole or in part, for any other purpose is strictly prohibited without the prior written consent of Calderwood & Harkness LLP.

DRAFT — FORM OF 10b-5 NEGATIVE ASSURANCE LETTER
CALDERWOOD & HARKNESS LLP Attorneys at Law
7 Times Square New York, New York 10036
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
[__], 2025
Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent 600 Lexington Avenue, 20th Floor New York, New York 10022
Attention: Nathan Ostrowski, Managing Director, Sponsor Finance
Birchwood Capital Finance LLC, as Co-Lender 100 Federal Street, 28th Floor Boston, Massachusetts 02110
Attention: Diane Pritchard
Ironvale Credit Fund III LP, as Co-Lender 9 West 57th Street, Suite 3100 New York, New York 10019
Attention: Robert Tannenbaum
Each of the other Lenders party to the Credit Agreement (as defined below)
Re: Senior Secured Credit Facility — Credit Agreement dated as of [______], 2025 (the "Credit Agreement"), among Luminex Systems Holdings Inc., a Delaware corporation (the "Borrower"), Ardent Apex Holdings Inc., a Delaware corporation ("Holdings"), the Lenders party thereto, and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent
Commitment Letter dated March 8, 2025 (Ref. No. SC-2025-0312-AC)
$1,400,000,000 Senior Secured Credit Facility, consisting of a $1,200,000,000 Term Loan B Facility and a $200,000,000 Revolving Credit Facility
Ladies and Gentlemen:
1. Introductory Paragraph; Engagement Context
We have acted as legal counsel to Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), and its affiliates Ardent Apex Holdings Inc., a Delaware corporation ("Holdings"), and Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), in connection with (a) the Agreement and Plan of Merger dated as of March 24, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement") among Holdings, Merger Sub, and Luminex Systems Holdings Inc., a Delaware corporation (the "Borrower" or the "Company"), (b) the reverse triangular merger of Merger Sub with and into the Company (the "Merger"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Holdings, (c) the negotiation, preparation, execution, and delivery of the Credit Agreement dated as of [__], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Holdings, the several banks and other financial institutions or entities from time to time party thereto as lenders (collectively, the "Lenders"), and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent (in such capacity, the "Administrative Agent"), providing for a Senior Secured Credit Facility in an aggregate principal amount of $1,400,000,000 (the "Senior Secured Credit Facility"), consisting of a $1,200,000,000 term loan B facility (the "Term Loan B") and a $200,000,000 revolving credit facility (the "Revolving Credit Facility"), and (d) the negotiation, preparation, execution, and delivery of the related Loan Documents (as defined in the Credit Agreement). The Merger, the financing contemplated by the Credit Agreement, and the other transactions contemplated by the Merger Agreement and the Loan Documents are collectively referred to herein as the "Transactions."
The aggregate equity value of the Merger is approximately $2,800,000,000, based on a per-share merger consideration of $20.00 per share for approximately 140,000,000 fully diluted shares of the Company's common stock, par value $0.001 per share.
This letter is delivered to you pursuant to Section [_] of the Credit Agreement as a condition precedent to the initial funding of the Term Loan B on the date hereof (the "Closing Date"). This letter is identified as Calderwood & Harkness LLP Matter No. 1001-00004.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
2. Documents Reviewed
In connection with the preparation and delivery of this letter, we have reviewed the following documents (collectively, the "Reviewed Documents"):
(a) the Confidential Information Memorandum dated [__], 2025 (the "Information Memorandum" or "CIM"), prepared by or on behalf of the Borrower and Holdings and delivered to the Lenders in connection with the syndication of the Senior Secured Credit Facility;
(b) the Merger Agreement (execution version dated March 24, 2025), including all schedules, exhibits, and annexes thereto, and the Company Disclosure Letter and Parent Disclosure Letter delivered in connection therewith;
(c) the Credit Agreement, including all schedules and exhibits thereto;
(d) the Commitment Letter dated March 8, 2025 (Ref. No. SC-2025-0312-AC), between Holdings and Stonebridge Credit Partners LLC, and the related Fee Letter dated March 8, 2025 (collectively, the "Commitment Documents");
(e) the Guarantee and Collateral Agreement dated as of [__], 2025 (the "Guarantee and Collateral Agreement"), among Holdings, the Borrower, each subsidiary guarantor party thereto, and the Administrative Agent, for the benefit of the Secured Parties;
(f) the Intercreditor Agreement dated as of [__], 2025 (the "Intercreditor Agreement"), between Stonebridge Credit Partners LLC (as senior representative on behalf of the first-lien secured parties) and Crestline Mezzanine Partners II LP (as subordinated representative on behalf of the subordinated noteholders);
(g) the Equity Commitment Letter dated as of March 24, 2025, from Ardent Capital Partners III LP, committing to make an equity contribution of $695,980,000 to Holdings for the purpose of consummating the Transactions;
(h) the Co-Investment Agreement dated as of March 24, 2025 (the "Northvale Co-Investment Agreement"), between Holdings and Northvale Sovereign Holdings Ltd., providing for a co-investment of $200,000,000 in the equity of Holdings;
(i) the Co-Investment Agreement dated as of March 24, 2025 (the "Summit Ridge Co-Investment Agreement"), between Holdings and Summit Ridge Capital Partners LP, providing for a co-investment of $100,000,000 in the equity of Holdings;
(j) the Note Purchase Agreement dated as of [__], 2025 (the "Subordinated Note Purchase Agreement"), between Holdings and Crestline Mezzanine Partners II LP, providing for the issuance and sale of $300,000,000 aggregate principal amount of subordinated notes bearing interest at 11.5% per annum (with a PIK toggle feature), maturing eight (8) years from the date of issuance;
(k) the Officer's Certificate of each of Holdings and Merger Sub dated [_], 2025 (the "Buyer Bring-Down Certificate"), and the Officer's Certificate of the Company dated [_], 2025 (the "Seller Bring-Down Certificate"), each delivered in connection with the Closing;
(l) the Solvency Certificate delivered as of the Closing Date by the Chief Financial Officer of the Borrower (as the surviving corporation in the Merger), certifying as to the solvency of Holdings and its subsidiaries on a consolidated basis after giving effect to the Transactions;
(m) the audited consolidated financial statements of Luminex Systems Holdings Inc. for the fiscal year ended December 31, 2024 (the "Audited Financial Statements"), together with the notes thereto and the independent auditor's report thereon issued by Hargrove Thornton LLP, independent registered public accounting firm (lead audit partner: Margaret Dawson);
(n) the unaudited interim consolidated financial statements of Luminex Systems Holdings Inc. for the period ending [__], 2025 (the "Interim Financial Statements"), including the unaudited consolidated balance sheet and the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for the applicable interim period;
(o) the organizational documents of each of Holdings, Merger Sub, and the Borrower, including the respective certificates of incorporation and bylaws (or equivalent organizational documents) of each such entity;
(p) resolutions of the board of directors (or equivalent governing body) of each of Holdings, Merger Sub, and the Borrower, authorizing the Transactions and the execution, delivery, and performance of the Loan Documents; and
(q) such other documents, records, certificates, agreements, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions and negative assurance set forth in this letter.
The Audited Financial Statements and the Interim Financial Statements are referred to herein collectively as the "Financial Statements." The Information Memorandum, together with the documents listed in clauses (b) through (q) above, are referred to herein collectively as the "Transaction Documents."
3. Limitations and Qualifications
3.1 Scope of Review
We have not independently verified the accuracy, completeness, or fairness of the statements contained in the Information Memorandum or the Financial Statements and other financial data set forth or incorporated by reference therein. The Audited Financial Statements were audited by Hargrove Thornton LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the United States of America, and we have not undertaken any independent audit, review, compilation, or verification of such financial statements or the work performed by Hargrove Thornton LLP. We are not experts in, and do not express any opinion or view with respect to, financial, accounting, statistical, actuarial, or tax matters, whether contained in the Information Memorandum, the Financial Statements, or otherwise.
We note that Pendleton & Associates LLP (the Buyer's independent accounting and tax advisor; lead engagement partner: Richard Chow) has provided certain tax structuring, accounting, and financial due diligence analyses in connection with the Transactions. We have reviewed certain summary materials and conclusions prepared by Pendleton & Associates LLP to the extent furnished to us, but we have not independently verified the accuracy or completeness of any such analyses and express no view or opinion with respect to any financial, accounting, statistical, or tax matters addressed therein. Our reliance on such materials has been limited to confirming the general factual context of the Transactions as described in the Information Memorandum.
3.2 No Duty of Independent Investigation
We are not passing upon, and we assume no responsibility for, the accuracy, completeness, or fairness of the statements contained in the Information Memorandum, except to the limited extent expressly set forth in Section 4 below. We have not been engaged to perform, and have not performed, an audit, a review, a compilation, or any agreed-upon procedures (as such terms are defined by the American Institute of Certified Public Accountants) with respect to the Financial Statements, projections, estimates, budgets, or other financial data contained in or incorporated by reference into the Information Memorandum, and we do not express any opinion, conclusion, or any other form of assurance on such financial information.
Our engagement has been limited to providing legal counsel in connection with the Transactions and rendering the negative assurance contained herein. We have relied, without independent investigation, upon the representations and warranties of the parties set forth in the Merger Agreement, the Credit Agreement, and the other Transaction Documents, the certificates delivered by officers of the Borrower and Holdings, and oral and written statements and representations made by the individuals identified in Section 3.3 below.
3.3 Limitation as to Nature of Work
The negative assurance set forth in this letter is based solely on (i) our participation in the preparation of the Information Memorandum, including our review of successive drafts thereof and our discussions with the parties and their advisors regarding the contents thereof, (ii) our review of the Reviewed Documents described in Section 2 above, (iii) discussions with certain officers and employees of the Borrower, including Dr. Stefan Kessler, Chief Executive Officer, Annelise Gruber, Chief Financial Officer, and Dr. Markus Vogt, Chief Technology Officer, (iv) discussions with certain officers and employees of the Sponsor, including Theodore ("Ted") Hargrove, Victoria Langford, Marcus Ellison, Priya Chandrasekaran, and David Ng, (v) discussions with representatives of Caldwell, Raines & Sheppard LLP, counsel to the Company in its capacity as the Seller, and (vi) our general experience as legal counsel in transactions of the type contemplated by the Credit Agreement and the Merger Agreement.
We are not opining on, and this letter does not address, any matters governed by the laws of any jurisdiction outside the United States. We note that certain matters arising under the laws of Switzerland, the Federal Republic of Germany, the United Kingdom, and the Republic of Singapore, respectively, have been addressed by the following local counsel in separate opinions delivered in connection with the Closing:
(a) Breitfeld Hess & Partner AG, Glenrock Assurance, Switzerland (Swiss law matters, including matters relating to Luminex Systems AG (CHE-284.391.057), Swiss withholding tax, and FINMA/SECO regulatory considerations);
(b) Wendt Schäfer Rechtsanwälte PartG mbB, Munich, Germany (German law matters, including matters relating to Luminex Systems GmbH (HRB 247891, Munich) and Bundeskartellamt merger control);
(c) Tan Liang & Associates LLP, Singapore (Singapore law matters, including matters relating to Luminex Systems Pte. Ltd. (UEN 201924781K)); and
(d) with respect to United Kingdom law matters, including matters relating to Luminex Systems UK Ltd. (Company No. 12847362), the relevant local counsel identified in the Credit Agreement.
We express no opinion or view on any matter addressed by such local counsel, and the addressees should look solely to such local counsel for assurance with respect to matters governed by the laws of the respective foreign jurisdictions.
3.4 Temporal Limitation
The negative assurance expressed herein speaks only as of the date hereof. We have no obligation to update, supplement, revise, or reaffirm this letter, or to advise any addressee hereof or any other person of any change in facts or circumstances, any new information, or any development of which we may become aware after the date of delivery of this letter, regardless of whether such change, information, or development might affect the negative assurance expressed herein. We disclaim any undertaking or obligation to monitor the accuracy of the Information Memorandum or the Reviewed Documents following the date hereof.
3.5 Rule 10b-5 Reference
This letter is provided solely under, and the negative assurance expressed herein is limited to, Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 promulgated thereunder by the Securities and Exchange Commission, and the general anti-fraud provisions of applicable federal securities laws of the United States. Notwithstanding the reference to Rule 10b-5 and the Exchange Act, we note that the Credit Agreement and the loans and other extensions of credit thereunder may not constitute "securities" within the meaning of the federal securities laws, and we express no opinion or view on that question. The negative assurance contained herein is provided solely as an accommodation to the addressees and should not be construed as an indication that the federal securities laws, including Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, are necessarily applicable to the Transactions or the Loan Documents.
4. Negative Assurance Statement
Based upon and subject to the foregoing, and in reliance thereon, we advise you that, as of the date hereof, nothing has come to our attention that causes us to believe that the Information Memorandum, as of its date and as of the date hereof (except that, with respect to financial statements and other financial data contained or incorporated by reference therein, our negative assurance is given only as of the respective dates of such financial statements or financial data), contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The negative assurance expressed in the preceding paragraph does not extend to, and we express no view with respect to, the following:
(a) the Financial Statements, and any and all financial projections, estimates, forecasts, budgets, pro forma financial information, financial models, and other forward-looking information or statements (including any assumptions underlying such projections or forward-looking information) contained in or incorporated by reference into the Information Memorandum, including, without limitation, all projected revenue, Adjusted EBITDA, cash flow, capital expenditure, and other financial metrics;
(b) any and all financial, statistical, and accounting data contained in or incorporated by reference into the Information Memorandum, including credit statistics, leverage ratios, coverage ratios, and other quantitative financial information;
(c) information contained in the Information Memorandum relating to regulatory proceedings, governmental investigations, or administrative actions and their potential outcomes, including, without limitation, information relating to (i) the pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the review thereof by the Federal Trade Commission (Transaction No. HSR-20250328-4192), (ii) the review by the Committee on Foreign Investment in the United States (Tracking No. CFIUS-2025-0087), (iii) the review by the Swiss Financial Market Supervisory Authority (FINMA) and the State Secretariat for Economic Affairs (SECO) (File No. 32-0973), (iv) the review by the German Federal Cartel Office (Bundeskartellamt) (File No. B6-34/25), and (v) the review under the European Union Foreign Subsidies Regulation (Case No. FSR.M.2025-0412);
(d) information of a legal character contained in the Information Memorandum relating to the laws of jurisdictions other than the United States, including the laws of Switzerland, the Federal Republic of Germany, the United Kingdom, the Republic of Singapore, and any other non-U.S. jurisdiction;
(e) information contained in the Information Memorandum relating to the representations and warranty insurance policy issued by Grandview Specialty Insurance Company (Policy No. GSI-RWI-2025-04821) with an aggregate limit of liability of $420,000,000, including all statements regarding the scope, coverage, exclusions, retention amounts, subrogation rights, and claims procedures under such policy; and
(f) information contained in the Information Memorandum relating to tax matters, including, without limitation, the analysis of the potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, Swiss withholding tax matters (including any Swiss federal anticipatory tax (Verrechnungssteuer) implications), transfer pricing arrangements and policies of the Borrower and its subsidiaries, and any other tax structuring, planning, or compliance matters.
5. Transaction Summary Context
For the avoidance of doubt and for the record, the following is a brief summary of the key transaction parameters as described in the Information Memorandum. This summary is provided solely for context and reference, and the inclusion of this summary herein does not expand or modify the scope of the negative assurance expressed in Section 4 above.
The Company. The Borrower, Luminex Systems Holdings Inc., is a Delaware corporation (EIN: 86-2547193) with its principal executive offices located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. Luminex is a Swiss-headquartered enterprise software-as-a-service ("SaaS") company that develops and markets a cloud-based enterprise resource planning ("ERP"), procurement automation, and supply-chain analytics platform marketed under the brand name "Luminex One."
Financial Overview. For the fiscal year ended December 31, 2024, the Company reported total revenue of approximately $487,000,000, consisting of approximately $441,000,000 in annual recurring revenue ("ARR") from subscription and platform fees and approximately $46,000,000 in professional services revenue. The Company reported Adjusted EBITDA (as defined in the Information Memorandum) of approximately $121,800,000 for the fiscal year ended December 31, 2024, representing an Adjusted EBITDA margin of approximately 25.0%. As of the date of the Information Memorandum, the Company employed approximately 4,200 individuals globally across its various offices and facilities.
Key Subsidiaries. The Company's principal operating subsidiaries include: (i) Luminex Systems AG (company identification number CHE-284.391.057), organized under the laws of Switzerland; (ii) Luminex Systems Inc., a Delaware corporation; (iii) Luminex Systems UK Ltd. (Company No. 12847362), organized under the laws of England and Wales; (iv) Luminex Systems GmbH (HRB 247891, registered with the commercial register of the local court (Amtsgericht) of Munich), organized under the laws of the Federal Republic of Germany; and (v) Luminex Systems Pte. Ltd. (UEN 201924781K), organized under the laws of the Republic of Singapore.
Pre-Transaction Ownership. Immediately prior to the consummation of the Merger, the Company's outstanding shares of common stock were held by (i) Ridgeline Growth Equity Fund II LP, which held approximately 52% of the outstanding shares, (ii) members of the Company's management team and employees, who held in the aggregate approximately 28% of the outstanding shares, and (iii) Meridian Venture Partners IV LP, which held approximately 20% of the outstanding shares.
Sources and Uses of Funds. The Information Memorandum describes the following sources of funds for the Transactions: (i) $695,980,000 of equity contributed by the Sponsor through Ardent Capital Partners III LP, (ii) approximately $405,020,000 of management rollover equity contributed by members of the Company's management team and certain existing employees, (iii) $200,000,000 of co-investment equity from Northvale Sovereign Holdings Ltd., (iv) $100,000,000 of co-investment equity from Summit Ridge Capital Partners LP, (v) $300,000,000 of subordinated notes issued to Crestline Mezzanine Partners II LP pursuant to the Subordinated Note Purchase Agreement, and (vi) $1,200,000,000 of term loan B borrowings under the Credit Agreement.
Senior Secured Credit Facility Terms. As described in the Information Memorandum and the Credit Agreement, the key terms of the Senior Secured Credit Facility are as follows: (i) the Term Loan B in an aggregate principal amount of $1,200,000,000, bearing interest at a rate equal to the Adjusted Term SOFR Rate plus 4.75% per annum, with a maturity of seven (7) years from the Closing Date, an original issue discount of 1.00%, and annual amortization of 1.00% of the original principal amount; (ii) the Revolving Credit Facility in an aggregate principal amount of $200,000,000, bearing interest at a rate equal to the Adjusted Term SOFR Rate plus 4.25% per annum, with a maturity of five (5) years from the Closing Date, undrawn at closing; and (iii) a springing financial covenant requiring compliance with a maximum first-lien net leverage ratio of 6.50 to 1.00, tested only when revolving credit utilization exceeds 40% of the revolving credit commitments (i.e., in excess of $80,000,000).
Security. The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on substantially all of the assets of the Borrower (as the surviving corporation in the Merger) and each of its domestic subsidiaries (subject to customary exceptions and exclusions set forth in the Guarantee and Collateral Agreement), together with a pledge of 65% of the voting equity interests of each first-tier foreign subsidiary of the Borrower and its domestic subsidiaries.
Merger Structure. The Merger is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings.
6. Reliance and Benefit
This letter is furnished solely for the benefit of the addressees hereof in their respective capacities as Administrative Agent, Collateral Agent, and Lenders under the Credit Agreement, and their respective successors and permitted assigns, in connection with the Transactions contemplated by the Credit Agreement and the other Loan Documents. This letter is being delivered to the addressees solely in connection with the Closing under the Credit Agreement and the initial funding of the Term Loan B on the Closing Date.
This letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the generality of the foregoing, no person or entity other than the addressees hereof is entitled to rely upon, or is a beneficiary of, this letter, including, without limitation, (i) Crestline Mezzanine Partners II LP (in its capacity as purchaser of the subordinated notes), (ii) Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP (in their respective capacities as equity co-investors), (iii) any of the Seller parties, including Ridgeline Growth Equity Fund II LP and Meridian Venture Partners IV LP, (iv) the Borrower's or Holdings' respective stockholders, equityholders, members, partners, or affiliates (other than the addressees), or (v) any other person or entity that may claim an interest in or benefit from the Transactions.
This letter may not be quoted, cited, summarized, or referred to, in whole or in part, in any document, report, filing, opinion, or other communication, whether publicly filed, delivered to any governmental authority, or otherwise, without the prior written consent of Calderwood & Harkness LLP, except that (a) the Administrative Agent may furnish a copy of this letter to any Lender that becomes a party to the Credit Agreement after the date hereof in connection with an assignment or participation permitted under the Credit Agreement, and (b) this letter may be disclosed to regulatory authorities exercising supervisory or examination authority over any addressee, provided that such disclosure is required by applicable law or regulation and the relevant addressee provides prior written notice thereof to Calderwood & Harkness LLP to the extent practicable and permitted by applicable law.
7. Governing Law
This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner
7 Times Square New York, New York 10036 Telephone: (212) 558-4000
Matter No. 1001-00004
Enclosures:
As referenced in Section 2 above.
cc (by electronic mail and overnight courier):
Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022
Attention: Theodore ("Ted") Hargrove and Victoria Langford
Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, New York 10022
Whitfield Partners LLC 280 Park Avenue New York, New York 10017
Attention: Christopher Brennan
(Buyer's financial advisor — for informational purposes only; Whitfield Partners LLC is not an addressee of, and is not entitled to rely upon, this letter)
CONFIDENTIAL — DRAFT — FORM OF 10b-5 NEGATIVE ASSURANCE LETTER This letter and the information contained herein are confidential and are being provided to the addressees hereof solely in connection with the Senior Secured Credit Facility described herein. Distribution, reproduction, or use of this letter, in whole or in part, for any other purpose is strictly prohibited without the prior written consent of Calderwood & Harkness LLP.

DRAFT — FORM OF 10b-5 NEGATIVE ASSURANCE LETTER

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts