1001-00004 · Ardent Capital Partners · Opinions & Deliverables

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SOLVENCY CERTIFICATE

Delivered Pursuant to Section 4.02(f) of the Credit Agreement

Delivered in connection with the Agreement and Plan of Merger, dated as of March 24, 2025 (the "Merger Agreement"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company").

Delivered pursuant to Section 4.02(f) of the Credit Agreement, dated as of June 12, 2025, among Luminex Systems Holdings Inc. (as the surviving corporation in the Merger and as Borrower), Ardent Apex Holdings Inc. (as Holdings), the Lenders party thereto from time to time, and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").

Date: June 12, 2025

RECITALS

The undersigned, Jonathan R. Hadley, the Chief Financial Officer of Luminex Systems Holdings Inc., a Delaware corporation (the "Surviving Corporation" or the "Company"), hereby certifies as follows:

This Solvency Certificate (this "Certificate") is delivered pursuant to Section 4.02(f) of the Credit Agreement and Section 7.03(d) of the Merger Agreement, in each case as a condition precedent to the closing of the transactions contemplated thereby. The undersigned is delivering this Certificate in his capacity as the Chief Financial Officer of the Surviving Corporation, and not in his individual or personal capacity, and shall have no personal liability in connection with the delivery of this Certificate or the certifications, statements, and conclusions set forth herein.

In connection with the delivery of this Certificate, the undersigned hereby confirms that the following transactions have been consummated or will be consummated substantially simultaneously with the delivery hereof (collectively, the "Transactions"):

(a) The merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"), in accordance with the terms and conditions of the Merger Agreement;

(b) The related incurrence of indebtedness under the Credit Agreement and the other financing arrangements described herein (collectively, the "Financing"), consisting of the following:

(i) a senior secured term loan B facility (the "Term Loan B") in the aggregate principal amount of $1,200,000,000;

(ii) a senior secured revolving credit facility (the "Revolving Credit Facility") in the aggregate committed amount of $200,000,000, which is undrawn as of the closing date;

(iii) subordinated notes (the "Subordinated Notes") in the aggregate principal amount of $300,000,000, issued to Cascade Mezzanine Capital Fund IV, L.P. pursuant to that certain Subordinated Note Purchase Agreement, dated as of the date hereof (the "Subordinated Note Purchase Agreement"); and

(iv) equity contributions from Parent to the Surviving Corporation in the aggregate amount of $1,475,000,000, funded from equity commitments made by Ardent Apex Capital Partners Fund VIII, L.P. and certain co-investors.

All of the foregoing transactions, together with the payment of all merger consideration to the shareholders of the Company, the funding of the escrow contemplated by the Merger Agreement, the payment of all fees, costs, and expenses incurred in connection with the Transactions, and all other transactions contemplated by the Merger Agreement, the Credit Agreement, and the related transaction documents, are collectively referred to herein as the "Transactions."

SECTION 1: DEFINITIONS

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement or, if not defined therein, in the Merger Agreement. As used in this Certificate, the following terms shall have the meanings set forth below:

"Debt" or "Indebtedness" shall have the meaning assigned to such term in Section 1.01 of the Credit Agreement.

"Fair Salable Value" means the amount that could be obtained for the aggregate assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, if sold as a going concern in a transaction negotiated at arm's length over a commercially reasonable period of time by a seller not under compulsion to sell and a buyer willing but not compelled to buy. For the avoidance of doubt, Fair Salable Value takes into account the value that would be realized in a disposition that recognizes the interdependent nature of the assets of the Surviving Corporation and its Subsidiaries as an operating enterprise, rather than a forced liquidation or distressed sale value.

"Fair Value" means the amount at which the aggregate assets (both tangible and intangible) of the Surviving Corporation and its Subsidiaries, on a consolidated basis, would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. In determining Fair Value, the undersigned has considered the value of all assets, including but not limited to cash and cash equivalents, accounts receivable, inventory, property, plant and equipment, intellectual property, goodwill, customer relationships, trade names, developed technology, and other tangible and intangible assets.

"Identified Contingent Liabilities" means those contingent liabilities of the Surviving Corporation and its Subsidiaries, on a consolidated basis, that are identified and reasonably quantifiable on the date hereof, computed as the amount that, in light of all the facts and circumstances existing as of the date hereof, can reasonably be expected to become an actual or matured liability. For the avoidance of doubt, Identified Contingent Liabilities include those contingent obligations that, although not yet due and payable, are reasonably expected to result in a future payment obligation based on the facts and circumstances known to the undersigned as of the date hereof.

"Stated Liabilities" means the recorded liabilities of the Surviving Corporation and its Subsidiaries, on a consolidated basis, as of the date hereof, determined in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied, including contingent liabilities that would be required to be recorded on a consolidated balance sheet prepared in accordance with GAAP (including Accounting Standards Codification Topic 450 and Topic 460, as applicable) and including all Indebtedness incurred in connection with the Transactions.

"Subsidiaries" means all direct and indirect subsidiaries of the Surviving Corporation, including Luminex Systems AG (Switzerland), Luminex Systems Inc. (California), Luminex Systems UK Ltd. (United Kingdom), Luminex Systems GmbH (Germany), Luminex Systems Pte. Ltd. (Singapore), Luminex Systems Japan K.K. (Japan), Luminex Systems Technology (Shanghai) Co., Ltd. (China), Luminex Systems Australia Pty Ltd. (Australia), and each other entity listed on Schedule 1.01(a) to the Credit Agreement, as the same may be updated from time to time.

SECTION 2: BASIS OF CERTIFICATE

In connection with the preparation and delivery of this Certificate, the undersigned has made such investigations and inquiries as he has deemed necessary and appropriate to support the certifications set forth in Section 4 below. In reaching the conclusions set forth herein, the undersigned has, among other things:

(a) Reviewed the Merger Agreement, dated as of March 24, 2025, including all schedules, exhibits, and disclosure schedules thereto, together with all amendments and supplements thereto executed prior to the date hereof;

(b) Reviewed the Credit Agreement, including the financial covenants set forth in Section 7.11 thereof, the representations and warranties set forth in Article V thereof, the negative covenants set forth in Article VII thereof, and the definitions and other interpretive provisions set forth in Article I thereof;

(c) Reviewed the Subordinated Note Purchase Agreement, dated as of the date hereof, including the terms and conditions of the Subordinated Notes, the subordination provisions set forth therein, the payment schedule, and the covenants applicable to the Surviving Corporation thereunder;

(d) Reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024, as audited by Severin Beck CPAs LLP, the Company's independent registered public accounting firm, including the consolidated balance sheet, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in stockholders' equity, consolidated statements of cash flows, and the notes thereto;

(e) Reviewed the unaudited interim consolidated financial statements of the Company for the quarter ended March 31, 2025, which is the most recent interim period for which financial statements were available, including the condensed consolidated balance sheet, condensed consolidated statements of operations, and condensed consolidated statements of cash flows;

(f) Reviewed the financial projections prepared by the management of the Company (the "Projections"), including projected consolidated income statements, consolidated balance sheets, and consolidated cash flow statements for the fiscal years ending December 31, 2025 through December 31, 2030, as well as the assumptions underlying such Projections as documented by management;

(g) Reviewed the sources and uses of funds in connection with the Transactions, including the funds flow memorandum (the "Funds Flow Memorandum") prepared by Ardent Apex Capital Partners, LLC and the Company's financial advisor in connection with the closing of the Transactions, which sets forth the detailed flow of funds among the parties on the closing date;

(h) Considered the pro forma consolidated balance sheet of the Surviving Corporation and its Subsidiaries giving effect to the Transactions as of the date hereof (the "Pro Forma Balance Sheet"), which reflects the consummation of the Merger, the incurrence of the Financing, the payment of all merger consideration, the funding of the escrow, and the payment of all transaction fees, costs, and expenses;

(i) Held discussions with members of the senior management of the Company, including the Chief Executive Officer, the Chief Operating Officer, the General Counsel, and the Vice President of Corporate Development, regarding the business, financial condition, results of operations, assets, liabilities, and prospects of the Company and its Subsidiaries, and the assumptions underlying the Projections;

(j) Reviewed the capital expenditure plans and working capital requirements of the Company and its Subsidiaries as reflected in the Projections and the business plans reviewed by the undersigned;

(k) Considered the historical operating performance and cash flow generation of the Company and its Subsidiaries for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024;

(l) Reviewed the terms and conditions of all material contracts and commitments of the Company and its Subsidiaries as disclosed in the Merger Agreement and the Credit Agreement disclosure schedules; and

(m) Made such other investigations, analyses, and inquiries as the undersigned deemed relevant and appropriate in connection with the preparation of this Certificate.

In rendering the certifications set forth herein, the undersigned has relied upon the accuracy and completeness of all financial and other information provided to him by the management and advisors of the Company and Parent, including the financial statements, the Projections, the Funds Flow Memorandum, and all other documents and information reviewed in connection with this Certificate. The undersigned has assumed, without independent verification, that (i) the financial projections constituting the Projections were prepared in good faith on a reasonable basis reflecting the best currently available estimates and good faith judgments of the management of the Company as to the expected future financial performance of the Company and its Subsidiaries, (ii) the financial statements reviewed by the undersigned were prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries as of the dates and for the periods covered thereby, and (iii) the information and data provided to the undersigned were true, correct, and complete in all material respects.

SECTION 3: ASSUMPTIONS

The certifications set forth in Section 4 of this Certificate are based upon and subject to the following assumptions, each of which the undersigned believes to be reasonable as of the date hereof:

(a) The Transactions have been consummated in accordance with the terms and conditions of the Merger Agreement, the Credit Agreement, the Subordinated Note Purchase Agreement, and the related transaction documents, without any amendment, waiver, modification, or consent that would be materially adverse to the solvency of the Surviving Corporation or any of its Subsidiaries. All conditions to the closing of the Transactions under the Merger Agreement and the Credit Agreement have been satisfied or waived in accordance with their terms.

(b) All sources of funds described in the sources and uses summary attached hereto as Schedule B have been funded in full in the amounts and on the terms contemplated by the applicable transaction documents. The Term Loan B has been funded in the full principal amount of $1,200,000,000, the equity contributions from Parent have been received in the full amount of $1,475,000,000, and the Subordinated Notes have been issued in the full principal amount of $300,000,000. The Revolving Credit Facility has not been drawn upon at closing.

(c) All transaction expenses, including estimated buyer transaction expenses of approximately $67,500,000 (consisting of financial advisory fees, legal fees, accounting and tax advisory fees, financing-related expenses, and other closing costs) and estimated seller transaction expenses of approximately $42,000,000 (consisting of financial advisory fees, legal fees, change-of-control payments, and other costs payable by the Company), have been paid or properly accrued as of the date hereof.

(d) The debt financing fees, including original issue discount on the Term Loan B (equal to 1.00% of the aggregate principal amount thereof, or $12,000,000), the arrangement fee payable to Stonebridge Credit Partners LLC (in the amount of $6,000,000), the commitment fee in respect of the Revolving Credit Facility, and other customary financing fees and expenses, in the aggregate amount of approximately $24,500,000, have been paid or properly reflected in the Pro Forma Balance Sheet.

(e) The escrow deposit in the amount of $31,750,000 (representing approximately 1.0% of the aggregate merger consideration) has been funded with Greaves Bancorp (the "Escrow Agent") pursuant to the Escrow Agreement, dated as of the date hereof, among Parent, the Shareholder Representative (as defined in the Merger Agreement), and the Escrow Agent, to secure the indemnification obligations of the Company's former stockholders under Article IX of the Merger Agreement.

(f) The financial projections constituting the Projections have been prepared in good faith by the management of the Company based on assumptions that the undersigned believes to be reasonable as of the date hereof. The undersigned acknowledges that projections are inherently uncertain and that actual results may differ materially from the projected results. However, the undersigned believes that the Projections provide a reasonable basis for the certifications made herein.

(g) The business of the Surviving Corporation and its Subsidiaries will be conducted in accordance with the business plans reviewed by the undersigned, and the Surviving Corporation and its Subsidiaries will continue to operate their business in the ordinary course consistent with past practice, subject to the obligations and restrictions set forth in the Credit Agreement and the other transaction documents.

(h) No material adverse change in the business, financial condition, results of operations, or prospects of the Company and its Subsidiaries has occurred since December 31, 2024, other than as disclosed in the Merger Agreement or the Credit Agreement.

SECTION 4: CERTIFICATIONS

Based upon and subject to the foregoing, and in reliance upon the information, documents, analyses, assumptions, and discussions described in Sections 2 and 3 above, the undersigned hereby certifies as follows:

Section 4.1: Fair Value / Balance Sheet Solvency

The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions (including the Merger, the Financing, the payment of all merger consideration to the Company's former stockholders, the funding of the escrow deposit with the Escrow Agent, the payment of all fees, costs, and expenses incurred in connection with the Transactions, and all other transactions contemplated by the Merger Agreement, the Credit Agreement, and the related transaction documents), the Fair Value and Fair Salable Value of the assets of the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, exceed the sum of their Stated Liabilities and Identified Contingent Liabilities.

In making this certification, the undersigned has considered the aggregate assets of the Surviving Corporation and its Subsidiaries (including both tangible assets, such as cash and cash equivalents, accounts receivable, inventory, property, plant, and equipment, and intangible assets, such as intellectual property, customer relationships, trade names, developed technology, and goodwill) and has concluded that such assets, valued on a Fair Value and Fair Salable Value basis, are in excess of the aggregate liabilities (including all Indebtedness incurred in connection with the Transactions, all Stated Liabilities, and all Identified Contingent Liabilities) of the Surviving Corporation and its Subsidiaries, determined on a consolidated basis.

Section 4.2: Ability to Pay Debts as They Become Due

The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions, the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, will be able to pay their debts and other liabilities (including Stated Liabilities, Identified Contingent Liabilities, and subordinated, contingent, and unliquidated liabilities) as such debts and liabilities become absolute and mature in the ordinary course of business.

In making this certification, the undersigned has considered, among other things, (i) the projected cash flows of the Surviving Corporation and its Subsidiaries as reflected in the Projections, (ii) the availability of borrowings under the Revolving Credit Facility (with $200,000,000 of committed and undrawn capacity as of the closing date), (iii) the anticipated capital expenditure requirements of the business, (iv) the scheduled debt service obligations under the Term Loan B, the Revolving Credit Facility (to the extent drawn in the future), and the Subordinated Notes, (v) the anticipated working capital needs of the business, and (vi) the historical and projected operating performance and cash generation of the Surviving Corporation and its Subsidiaries. Based on such analysis, the undersigned has concluded that the Surviving Corporation and its Subsidiaries, on a consolidated basis, will have sufficient cash flow from operations and available liquidity to meet their obligations as they come due in the ordinary course of business.

Section 4.3: Adequate Capital / Unreasonably Small Capital

The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions, the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, will not have unreasonably small capital for the conduct of their business as it is proposed to be conducted following the date hereof.

In making this certification, the undersigned has considered (i) the nature and size of the business of the Surviving Corporation and its Subsidiaries, (ii) the level of Indebtedness being incurred in connection with the Transactions and the related debt service obligations, (iii) the projected revenue growth and operating margins reflected in the Projections, (iv) the capital expenditure and working capital requirements of the business, (v) the historical and projected free cash flow generation of the Surviving Corporation and its Subsidiaries, (vi) the availability of the undrawn Revolving Credit Facility as an additional source of liquidity, (vii) the terms and conditions of the Credit Agreement (including the financial covenants contained therein) and the Subordinated Note Purchase Agreement, and (viii) the equity capitalization of the Surviving Corporation following the consummation of the Transactions. Based on such analysis, the undersigned has concluded that the Surviving Corporation and its Subsidiaries, on a consolidated basis, will have adequate capital for the conduct of their business as presently conducted and as proposed to be conducted, including a reasonable cushion to absorb potential adverse changes in business conditions.

Section 4.4: No Intent to Hinder, Delay, or Defraud

The undersigned hereby certifies that the Surviving Corporation has not entered into the Transactions, and is not consummating the Transactions, with the intent to hinder, delay, or defraud any present or future creditor of the Surviving Corporation or any of its Subsidiaries. The Transactions are being consummated for legitimate business purposes and in good faith, and the consideration received or to be received by the Surviving Corporation and its Subsidiaries in connection with the Transactions constitutes reasonably equivalent value and fair consideration.

SECTION 5: QUALIFICATIONS AND LIMITATIONS

This Certificate is being provided solely in connection with the Transactions and in the undersigned's capacity as Chief Financial Officer of the Surviving Corporation. The undersigned is delivering this Certificate on behalf of the Surviving Corporation and not in his individual or personal capacity.

The undersigned is not an expert in the evaluation of the solvency of companies, and this Certificate does not constitute, and shall not be construed as, a guarantee, assurance, opinion, or representation regarding the solvency of the Surviving Corporation or any of its Subsidiaries. Nothing contained herein shall be deemed to constitute a fairness opinion, a valuation, or an appraisal of the Surviving Corporation or any of its assets or liabilities. The undersigned has not engaged any independent financial advisor, appraiser, or consultant to render a separate opinion in connection with this Certificate.

The undersigned has relied upon projections, estimates, and other forward-looking information that are inherently uncertain and subject to significant business, economic, competitive, regulatory, and other risks and uncertainties that could cause actual results to differ materially from projected results. The certifications set forth herein are necessarily based upon facts and circumstances as they exist and are known to the undersigned as of the date hereof, and the undersigned makes no representation or warranty regarding the future financial performance, solvency, or liquidity of the Surviving Corporation or any of its Subsidiaries.

This Certificate is provided as of the date hereof and speaks only as of such date. The undersigned undertakes no obligation to update, supplement, revise, or reaffirm this Certificate for any reason, whether as a result of new information, future events, changes in circumstances, or otherwise. The certifications made herein are inherently subject to change as a result of events and conditions that may arise following the date hereof.

This Certificate does not constitute a legal opinion of any kind, nor does it constitute an opinion of any kind that may serve as the basis for a claim of any nature against the undersigned, the Surviving Corporation, Parent, or any of their respective affiliates, directors, officers, employees, agents, or advisors by any person or entity.

This Certificate may be relied upon by Stonebridge Credit Partners LLC, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement, and by each of the Lenders party to the Credit Agreement, and by the parties to the Merger Agreement, solely for the purposes set forth in Section 4.02(f) of the Credit Agreement and Section 7.03(d) of the Merger Agreement, as applicable, and solely in connection with the closing of the Transactions. This Certificate may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of the undersigned and the Surviving Corporation. Without limiting the foregoing, no person or entity (other than those expressly identified in the immediately preceding sentence) shall be entitled to rely on this Certificate in connection with any claim, action, proceeding, or other matter of any kind.

SECTION 6: GOVERNING LAW

This Certificate 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 that would require the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of the date first set forth above.

LUMINEX SYSTEMS HOLDINGS INC.

By: ________

Name: Jonathan R. Hadley

Title: Chief Financial Officer

Date: June 12, 2025

SCHEDULE A

PRO FORMA CAPITALIZATION Luminex Systems Holdings Inc. and Subsidiaries (Consolidated) As of June 12, 2025, After Giving Effect to the Transactions

Note: Amounts shown above are approximate and reflect the pro forma capitalization of the Surviving Corporation and its Subsidiaries on a consolidated basis after giving full effect to the Transactions. The Revolving Credit Facility committed amount of $200,000,000 is available but undrawn at closing and is therefore not included in Total Debt. Capital leases and other financing obligations represent pre-existing obligations of the Company and its Subsidiaries.

SCHEDULE B

SOURCES AND USES SUMMARY In Connection with the Transactions As of June 12, 2025

Sources of Funds

Uses of Funds

Note: Amounts shown above are approximate and reflect the sources and uses of funds in connection with the consummation of the Transactions as set forth in the Funds Flow Memorandum. The Revolving Credit Facility ($200,000,000 committed) is undrawn at closing and therefore is not included as a source. Management Rollover Equity represents a non-cash item reflected in both sources and uses. Actual amounts may vary slightly due to closing adjustments and proration of certain fees and expenses.

Description

Debt:

Senior Secured Term Loan B	$1,200,000,000
Senior Secured Revolving Credit Facility (Committed)	$200,000,000
Senior Secured Revolving Credit Facility (Drawn at Closing)	$0
Subordinated Notes	$300,000,000
Capital Leases and Other Financing Obligations	$18,750,000
Total Debt	$1,518,750,000

Equity:

Common Equity (contributed by Parent)	$1,475,000,000
Management Rollover Equity	$80,250,000
Total Equity	$1,555,250,000
Total Capitalization	$3,074,000,000
Source	Amount
Ardent Apex Capital Partners Fund VIII, L.P. — Sponsor Equity	$1,295,000,000
Co-Investor Equity (Meridian Growth Partners, Vantage Strategic Co-Invest Fund)	$180,000,000
Management Rollover Equity (non-cash)	$80,250,000
Senior Secured Term Loan B	$1,200,000,000
Subordinated Notes (Cascade Mezzanine Capital Fund IV, L.P.)	$300,000,000
Company Balance Sheet Cash (applied at closing)	$62,500,000
Total Sources	$3,117,750,000
Use	Amount
Equity Consideration to Cashing-Out Shareholders	$2,869,500,000
Management Rollover Equity (non-cash)	$80,250,000
Repayment of Company's Existing Indebtedness	$0
Estimated Buyer Transaction Expenses	$67,500,000
Estimated Seller Transaction Expenses	$42,000,000
Debt Financing Fees (including OID and Arrangement Fees)	$24,500,000
Escrow Funding (Greaves Bancorp)	$31,750,000
Cash to Balance Sheet of the Surviving Corporation	$2,250,000
Total Uses	$3,117,750,000

SOLVENCY CERTIFICATE
Delivered Pursuant to Section 4.02(f) of the Credit Agreement
Delivered in connection with the Agreement and Plan of Merger, dated as of March 24, 2025 (the "Merger Agreement"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company").
Delivered pursuant to Section 4.02(f) of the Credit Agreement, dated as of June 12, 2025, among Luminex Systems Holdings Inc. (as the surviving corporation in the Merger and as Borrower), Ardent Apex Holdings Inc. (as Holdings), the Lenders party thereto from time to time, and Stonebridge Credit Partners LLC, as Administrative Agent and Collateral Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").
Date: June 12, 2025
RECITALS
The undersigned, Jonathan R. Hadley, the Chief Financial Officer of Luminex Systems Holdings Inc., a Delaware corporation (the "Surviving Corporation" or the "Company"), hereby certifies as follows:
This Solvency Certificate (this "Certificate") is delivered pursuant to Section 4.02(f) of the Credit Agreement and Section 7.03(d) of the Merger Agreement, in each case as a condition precedent to the closing of the transactions contemplated thereby. The undersigned is delivering this Certificate in his capacity as the Chief Financial Officer of the Surviving Corporation, and not in his individual or personal capacity, and shall have no personal liability in connection with the delivery of this Certificate or the certifications, statements, and conclusions set forth herein.
In connection with the delivery of this Certificate, the undersigned hereby confirms that the following transactions have been consummated or will be consummated substantially simultaneously with the delivery hereof (collectively, the "Transactions"):
(a) The merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"), in accordance with the terms and conditions of the Merger Agreement;
(b) The related incurrence of indebtedness under the Credit Agreement and the other financing arrangements described herein (collectively, the "Financing"), consisting of the following:
(i) a senior secured term loan B facility (the "Term Loan B") in the aggregate principal amount of $1,200,000,000;
(ii) a senior secured revolving credit facility (the "Revolving Credit Facility") in the aggregate committed amount of $200,000,000, which is undrawn as of the closing date;
(iii) subordinated notes (the "Subordinated Notes") in the aggregate principal amount of $300,000,000, issued to Cascade Mezzanine Capital Fund IV, L.P. pursuant to that certain Subordinated Note Purchase Agreement, dated as of the date hereof (the "Subordinated Note Purchase Agreement"); and
(iv) equity contributions from Parent to the Surviving Corporation in the aggregate amount of $1,475,000,000, funded from equity commitments made by Ardent Apex Capital Partners Fund VIII, L.P. and certain co-investors.
All of the foregoing transactions, together with the payment of all merger consideration to the shareholders of the Company, the funding of the escrow contemplated by the Merger Agreement, the payment of all fees, costs, and expenses incurred in connection with the Transactions, and all other transactions contemplated by the Merger Agreement, the Credit Agreement, and the related transaction documents, are collectively referred to herein as the "Transactions."
SECTION 1: DEFINITIONS
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement or, if not defined therein, in the Merger Agreement. As used in this Certificate, the following terms shall have the meanings set forth below:
"Debt" or "Indebtedness" shall have the meaning assigned to such term in Section 1.01 of the Credit Agreement.
"Fair Salable Value" means the amount that could be obtained for the aggregate assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, if sold as a going concern in a transaction negotiated at arm's length over a commercially reasonable period of time by a seller not under compulsion to sell and a buyer willing but not compelled to buy. For the avoidance of doubt, Fair Salable Value takes into account the value that would be realized in a disposition that recognizes the interdependent nature of the assets of the Surviving Corporation and its Subsidiaries as an operating enterprise, rather than a forced liquidation or distressed sale value.
"Fair Value" means the amount at which the aggregate assets (both tangible and intangible) of the Surviving Corporation and its Subsidiaries, on a consolidated basis, would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. In determining Fair Value, the undersigned has considered the value of all assets, including but not limited to cash and cash equivalents, accounts receivable, inventory, property, plant and equipment, intellectual property, goodwill, customer relationships, trade names, developed technology, and other tangible and intangible assets.
"Identified Contingent Liabilities" means those contingent liabilities of the Surviving Corporation and its Subsidiaries, on a consolidated basis, that are identified and reasonably quantifiable on the date hereof, computed as the amount that, in light of all the facts and circumstances existing as of the date hereof, can reasonably be expected to become an actual or matured liability. For the avoidance of doubt, Identified Contingent Liabilities include those contingent obligations that, although not yet due and payable, are reasonably expected to result in a future payment obligation based on the facts and circumstances known to the undersigned as of the date hereof.
"Stated Liabilities" means the recorded liabilities of the Surviving Corporation and its Subsidiaries, on a consolidated basis, as of the date hereof, determined in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied, including contingent liabilities that would be required to be recorded on a consolidated balance sheet prepared in accordance with GAAP (including Accounting Standards Codification Topic 450 and Topic 460, as applicable) and including all Indebtedness incurred in connection with the Transactions.
"Subsidiaries" means all direct and indirect subsidiaries of the Surviving Corporation, including Luminex Systems AG (Switzerland), Luminex Systems Inc. (California), Luminex Systems UK Ltd. (United Kingdom), Luminex Systems GmbH (Germany), Luminex Systems Pte. Ltd. (Singapore), Luminex Systems Japan K.K. (Japan), Luminex Systems Technology (Shanghai) Co., Ltd. (China), Luminex Systems Australia Pty Ltd. (Australia), and each other entity listed on Schedule 1.01(a) to the Credit Agreement, as the same may be updated from time to time.
SECTION 2: BASIS OF CERTIFICATE
In connection with the preparation and delivery of this Certificate, the undersigned has made such investigations and inquiries as he has deemed necessary and appropriate to support the certifications set forth in Section 4 below. In reaching the conclusions set forth herein, the undersigned has, among other things:
(a) Reviewed the Merger Agreement, dated as of March 24, 2025, including all schedules, exhibits, and disclosure schedules thereto, together with all amendments and supplements thereto executed prior to the date hereof;
(b) Reviewed the Credit Agreement, including the financial covenants set forth in Section 7.11 thereof, the representations and warranties set forth in Article V thereof, the negative covenants set forth in Article VII thereof, and the definitions and other interpretive provisions set forth in Article I thereof;
(c) Reviewed the Subordinated Note Purchase Agreement, dated as of the date hereof, including the terms and conditions of the Subordinated Notes, the subordination provisions set forth therein, the payment schedule, and the covenants applicable to the Surviving Corporation thereunder;
(d) Reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024, as audited by Severin Beck CPAs LLP, the Company's independent registered public accounting firm, including the consolidated balance sheet, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in stockholders' equity, consolidated statements of cash flows, and the notes thereto;
(e) Reviewed the unaudited interim consolidated financial statements of the Company for the quarter ended March 31, 2025, which is the most recent interim period for which financial statements were available, including the condensed consolidated balance sheet, condensed consolidated statements of operations, and condensed consolidated statements of cash flows;
(f) Reviewed the financial projections prepared by the management of the Company (the "Projections"), including projected consolidated income statements, consolidated balance sheets, and consolidated cash flow statements for the fiscal years ending December 31, 2025 through December 31, 2030, as well as the assumptions underlying such Projections as documented by management;
(g) Reviewed the sources and uses of funds in connection with the Transactions, including the funds flow memorandum (the "Funds Flow Memorandum") prepared by Ardent Apex Capital Partners, LLC and the Company's financial advisor in connection with the closing of the Transactions, which sets forth the detailed flow of funds among the parties on the closing date;
(h) Considered the pro forma consolidated balance sheet of the Surviving Corporation and its Subsidiaries giving effect to the Transactions as of the date hereof (the "Pro Forma Balance Sheet"), which reflects the consummation of the Merger, the incurrence of the Financing, the payment of all merger consideration, the funding of the escrow, and the payment of all transaction fees, costs, and expenses;
(i) Held discussions with members of the senior management of the Company, including the Chief Executive Officer, the Chief Operating Officer, the General Counsel, and the Vice President of Corporate Development, regarding the business, financial condition, results of operations, assets, liabilities, and prospects of the Company and its Subsidiaries, and the assumptions underlying the Projections;
(j) Reviewed the capital expenditure plans and working capital requirements of the Company and its Subsidiaries as reflected in the Projections and the business plans reviewed by the undersigned;
(k) Considered the historical operating performance and cash flow generation of the Company and its Subsidiaries for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024;
(l) Reviewed the terms and conditions of all material contracts and commitments of the Company and its Subsidiaries as disclosed in the Merger Agreement and the Credit Agreement disclosure schedules; and
(m) Made such other investigations, analyses, and inquiries as the undersigned deemed relevant and appropriate in connection with the preparation of this Certificate.
In rendering the certifications set forth herein, the undersigned has relied upon the accuracy and completeness of all financial and other information provided to him by the management and advisors of the Company and Parent, including the financial statements, the Projections, the Funds Flow Memorandum, and all other documents and information reviewed in connection with this Certificate. The undersigned has assumed, without independent verification, that (i) the financial projections constituting the Projections were prepared in good faith on a reasonable basis reflecting the best currently available estimates and good faith judgments of the management of the Company as to the expected future financial performance of the Company and its Subsidiaries, (ii) the financial statements reviewed by the undersigned were prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries as of the dates and for the periods covered thereby, and (iii) the information and data provided to the undersigned were true, correct, and complete in all material respects.
SECTION 3: ASSUMPTIONS
The certifications set forth in Section 4 of this Certificate are based upon and subject to the following assumptions, each of which the undersigned believes to be reasonable as of the date hereof:
(a) The Transactions have been consummated in accordance with the terms and conditions of the Merger Agreement, the Credit Agreement, the Subordinated Note Purchase Agreement, and the related transaction documents, without any amendment, waiver, modification, or consent that would be materially adverse to the solvency of the Surviving Corporation or any of its Subsidiaries. All conditions to the closing of the Transactions under the Merger Agreement and the Credit Agreement have been satisfied or waived in accordance with their terms.
(b) All sources of funds described in the sources and uses summary attached hereto as Schedule B have been funded in full in the amounts and on the terms contemplated by the applicable transaction documents. The Term Loan B has been funded in the full principal amount of $1,200,000,000, the equity contributions from Parent have been received in the full amount of $1,475,000,000, and the Subordinated Notes have been issued in the full principal amount of $300,000,000. The Revolving Credit Facility has not been drawn upon at closing.
(c) All transaction expenses, including estimated buyer transaction expenses of approximately $67,500,000 (consisting of financial advisory fees, legal fees, accounting and tax advisory fees, financing-related expenses, and other closing costs) and estimated seller transaction expenses of approximately $42,000,000 (consisting of financial advisory fees, legal fees, change-of-control payments, and other costs payable by the Company), have been paid or properly accrued as of the date hereof.
(d) The debt financing fees, including original issue discount on the Term Loan B (equal to 1.00% of the aggregate principal amount thereof, or $12,000,000), the arrangement fee payable to Stonebridge Credit Partners LLC (in the amount of $6,000,000), the commitment fee in respect of the Revolving Credit Facility, and other customary financing fees and expenses, in the aggregate amount of approximately $24,500,000, have been paid or properly reflected in the Pro Forma Balance Sheet.
(e) The escrow deposit in the amount of $31,750,000 (representing approximately 1.0% of the aggregate merger consideration) has been funded with Greaves Bancorp (the "Escrow Agent") pursuant to the Escrow Agreement, dated as of the date hereof, among Parent, the Shareholder Representative (as defined in the Merger Agreement), and the Escrow Agent, to secure the indemnification obligations of the Company's former stockholders under Article IX of the Merger Agreement.
(f) The financial projections constituting the Projections have been prepared in good faith by the management of the Company based on assumptions that the undersigned believes to be reasonable as of the date hereof. The undersigned acknowledges that projections are inherently uncertain and that actual results may differ materially from the projected results. However, the undersigned believes that the Projections provide a reasonable basis for the certifications made herein.
(g) The business of the Surviving Corporation and its Subsidiaries will be conducted in accordance with the business plans reviewed by the undersigned, and the Surviving Corporation and its Subsidiaries will continue to operate their business in the ordinary course consistent with past practice, subject to the obligations and restrictions set forth in the Credit Agreement and the other transaction documents.
(h) No material adverse change in the business, financial condition, results of operations, or prospects of the Company and its Subsidiaries has occurred since December 31, 2024, other than as disclosed in the Merger Agreement or the Credit Agreement.
SECTION 4: CERTIFICATIONS
Based upon and subject to the foregoing, and in reliance upon the information, documents, analyses, assumptions, and discussions described in Sections 2 and 3 above, the undersigned hereby certifies as follows:
Section 4.1: Fair Value / Balance Sheet Solvency
The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions (including the Merger, the Financing, the payment of all merger consideration to the Company's former stockholders, the funding of the escrow deposit with the Escrow Agent, the payment of all fees, costs, and expenses incurred in connection with the Transactions, and all other transactions contemplated by the Merger Agreement, the Credit Agreement, and the related transaction documents), the Fair Value and Fair Salable Value of the assets of the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, exceed the sum of their Stated Liabilities and Identified Contingent Liabilities.
In making this certification, the undersigned has considered the aggregate assets of the Surviving Corporation and its Subsidiaries (including both tangible assets, such as cash and cash equivalents, accounts receivable, inventory, property, plant, and equipment, and intangible assets, such as intellectual property, customer relationships, trade names, developed technology, and goodwill) and has concluded that such assets, valued on a Fair Value and Fair Salable Value basis, are in excess of the aggregate liabilities (including all Indebtedness incurred in connection with the Transactions, all Stated Liabilities, and all Identified Contingent Liabilities) of the Surviving Corporation and its Subsidiaries, determined on a consolidated basis.
Section 4.2: Ability to Pay Debts as They Become Due
The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions, the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, will be able to pay their debts and other liabilities (including Stated Liabilities, Identified Contingent Liabilities, and subordinated, contingent, and unliquidated liabilities) as such debts and liabilities become absolute and mature in the ordinary course of business.
In making this certification, the undersigned has considered, among other things, (i) the projected cash flows of the Surviving Corporation and its Subsidiaries as reflected in the Projections, (ii) the availability of borrowings under the Revolving Credit Facility (with $200,000,000 of committed and undrawn capacity as of the closing date), (iii) the anticipated capital expenditure requirements of the business, (iv) the scheduled debt service obligations under the Term Loan B, the Revolving Credit Facility (to the extent drawn in the future), and the Subordinated Notes, (v) the anticipated working capital needs of the business, and (vi) the historical and projected operating performance and cash generation of the Surviving Corporation and its Subsidiaries. Based on such analysis, the undersigned has concluded that the Surviving Corporation and its Subsidiaries, on a consolidated basis, will have sufficient cash flow from operations and available liquidity to meet their obligations as they come due in the ordinary course of business.
Section 4.3: Adequate Capital / Unreasonably Small Capital
The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions, the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, will not have unreasonably small capital for the conduct of their business as it is proposed to be conducted following the date hereof.
In making this certification, the undersigned has considered (i) the nature and size of the business of the Surviving Corporation and its Subsidiaries, (ii) the level of Indebtedness being incurred in connection with the Transactions and the related debt service obligations, (iii) the projected revenue growth and operating margins reflected in the Projections, (iv) the capital expenditure and working capital requirements of the business, (v) the historical and projected free cash flow generation of the Surviving Corporation and its Subsidiaries, (vi) the availability of the undrawn Revolving Credit Facility as an additional source of liquidity, (vii) the terms and conditions of the Credit Agreement (including the financial covenants contained therein) and the Subordinated Note Purchase Agreement, and (viii) the equity capitalization of the Surviving Corporation following the consummation of the Transactions. Based on such analysis, the undersigned has concluded that the Surviving Corporation and its Subsidiaries, on a consolidated basis, will have adequate capital for the conduct of their business as presently conducted and as proposed to be conducted, including a reasonable cushion to absorb potential adverse changes in business conditions.
Section 4.4: No Intent to Hinder, Delay, or Defraud
The undersigned hereby certifies that the Surviving Corporation has not entered into the Transactions, and is not consummating the Transactions, with the intent to hinder, delay, or defraud any present or future creditor of the Surviving Corporation or any of its Subsidiaries. The Transactions are being consummated for legitimate business purposes and in good faith, and the consideration received or to be received by the Surviving Corporation and its Subsidiaries in connection with the Transactions constitutes reasonably equivalent value and fair consideration.
SECTION 5: QUALIFICATIONS AND LIMITATIONS
This Certificate is being provided solely in connection with the Transactions and in the undersigned's capacity as Chief Financial Officer of the Surviving Corporation. The undersigned is delivering this Certificate on behalf of the Surviving Corporation and not in his individual or personal capacity.
The undersigned is not an expert in the evaluation of the solvency of companies, and this Certificate does not constitute, and shall not be construed as, a guarantee, assurance, opinion, or representation regarding the solvency of the Surviving Corporation or any of its Subsidiaries. Nothing contained herein shall be deemed to constitute a fairness opinion, a valuation, or an appraisal of the Surviving Corporation or any of its assets or liabilities. The undersigned has not engaged any independent financial advisor, appraiser, or consultant to render a separate opinion in connection with this Certificate.
The undersigned has relied upon projections, estimates, and other forward-looking information that are inherently uncertain and subject to significant business, economic, competitive, regulatory, and other risks and uncertainties that could cause actual results to differ materially from projected results. The certifications set forth herein are necessarily based upon facts and circumstances as they exist and are known to the undersigned as of the date hereof, and the undersigned makes no representation or warranty regarding the future financial performance, solvency, or liquidity of the Surviving Corporation or any of its Subsidiaries.
This Certificate is provided as of the date hereof and speaks only as of such date. The undersigned undertakes no obligation to update, supplement, revise, or reaffirm this Certificate for any reason, whether as a result of new information, future events, changes in circumstances, or otherwise. The certifications made herein are inherently subject to change as a result of events and conditions that may arise following the date hereof.
This Certificate does not constitute a legal opinion of any kind, nor does it constitute an opinion of any kind that may serve as the basis for a claim of any nature against the undersigned, the Surviving Corporation, Parent, or any of their respective affiliates, directors, officers, employees, agents, or advisors by any person or entity.
This Certificate may be relied upon by Stonebridge Credit Partners LLC, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement, and by each of the Lenders party to the Credit Agreement, and by the parties to the Merger Agreement, solely for the purposes set forth in Section 4.02(f) of the Credit Agreement and Section 7.03(d) of the Merger Agreement, as applicable, and solely in connection with the closing of the Transactions. This Certificate may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of the undersigned and the Surviving Corporation. Without limiting the foregoing, no person or entity (other than those expressly identified in the immediately preceding sentence) shall be entitled to rely on this Certificate in connection with any claim, action, proceeding, or other matter of any kind.
SECTION 6: GOVERNING LAW
This Certificate 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 that would require the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of the date first set forth above.
LUMINEX SYSTEMS HOLDINGS INC.
By: ________
Name: Jonathan R. Hadley
Title: Chief Financial Officer
Date: June 12, 2025
SCHEDULE A
PRO FORMA CAPITALIZATION Luminex Systems Holdings Inc. and Subsidiaries (Consolidated) As of June 12, 2025, After Giving Effect to the Transactions
Note: Amounts shown above are approximate and reflect the pro forma capitalization of the Surviving Corporation and its Subsidiaries on a consolidated basis after giving full effect to the Transactions. The Revolving Credit Facility committed amount of $200,000,000 is available but undrawn at closing and is therefore not included in Total Debt. Capital leases and other financing obligations represent pre-existing obligations of the Company and its Subsidiaries.
SCHEDULE B
SOURCES AND USES SUMMARY In Connection with the Transactions As of June 12, 2025
Sources of Funds
Uses of Funds
Note: Amounts shown above are approximate and reflect the sources and uses of funds in connection with the consummation of the Transactions as set forth in the Funds Flow Memorandum. The Revolving Credit Facility ($200,000,000 committed) is undrawn at closing and therefore is not included as a source. Management Rollover Equity represents a non-cash item reflected in both sources and uses. Actual amounts may vary slightly due to closing adjustments and proration of certain fees and expenses.
Description | Amount
Debt:
Senior Secured Term Loan B | $1,200,000,000
Senior Secured Revolving Credit Facility (Committed) | $200,000,000
Senior Secured Revolving Credit Facility (Drawn at Closing) | $0
Subordinated Notes | $300,000,000
Capital Leases and Other Financing Obligations | $18,750,000
Total Debt | $1,518,750,000
Equity:
Common Equity (contributed by Parent) | $1,475,000,000
Management Rollover Equity | $80,250,000
Total Equity | $1,555,250,000
Total Capitalization | $3,074,000,000
Source | Amount
Ardent Apex Capital Partners Fund VIII, L.P. — Sponsor Equity | $1,295,000,000
Co-Investor Equity (Meridian Growth Partners, Vantage Strategic Co-Invest Fund) | $180,000,000
Management Rollover Equity (non-cash) | $80,250,000
Senior Secured Term Loan B | $1,200,000,000
Subordinated Notes (Cascade Mezzanine Capital Fund IV, L.P.) | $300,000,000
Company Balance Sheet Cash (applied at closing) | $62,500,000
Total Sources | $3,117,750,000
Use | Amount
Equity Consideration to Cashing-Out Shareholders | $2,869,500,000
Management Rollover Equity (non-cash) | $80,250,000
Repayment of Company's Existing Indebtedness | $0
Estimated Buyer Transaction Expenses | $67,500,000
Estimated Seller Transaction Expenses | $42,000,000
Debt Financing Fees (including OID and Arrangement Fees) | $24,500,000
Escrow Funding (Greaves Bancorp) | $31,750,000
Cash to Balance Sheet of the Surviving Corporation | $2,250,000
Total Uses | $3,117,750,000