Contract analysis

ARTICLE I NAME. The name of the corporation is Luminex Systems Holdings Inc.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Corporate Services, Inc. The Corporation may, from time to time, in the manner provided by

ARTICLE III PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance of, and not in limitation of, the foregoing, the Corporation shall have all of the powers conferred upon corporations organized under the DGCL and all powers necessary, suitable, or convenient to accomplish any of the purposes for which the Corporation i

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1. Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is two thousand (2,000) shares, consisting of (i) one thousand (1,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"), and (ii) one thousand (1,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"). The number of authorized

Section 4.2. Preferred Stock. The Board of Directors of the Corporation (the "Board of Directors" or the "Board") is hereby expressly authorized, without further approval of the stockholders of the Corporation (except as may be required by any certificate of designation relating to any series of Preferred Stock or by applicable law), to provide for the issuance of all or any shares of Preferred Stock in one or more s

Section 4.3. Common Stock Rights. (a) Voting Rights. Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of any Preferred Stock Designation, each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by the DGCL

Section 5.1. Management by Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Amended and Restated Certificate of Incorporation, or the Bylaws, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and thing

Section 5.2. Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or by the sole stockholder of the Corporation. In the absence of any such resolution, the number of directors constituting the entire Board of Directors shall be as set forth in the Bylaws. As of the Effective Time, the Corpor

Section 5.3. Election and Removal. Directors shall be elected at each annual meeting of stockholders (or by written consent of the sole stockholder in lieu thereof) by the stockholders of the Corporation entitled to vote in the election of directors. In the event that the Corporation has a sole stockholder, directors may be elected and removed at any time by written consent of such sole stockholder. Any director or t

Section 5.4. No Classified Board. The Board of Directors shall not be divided into classes. All directors shall be elected at each annual meeting of stockholders (or by written consent of the sole stockholder in lieu thereof) and shall hold office until the next succeeding annual meeting and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqua

Section 5.5. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect directors and to fill vacancies in the Board of Directors relating thereto, any newly created directorship on the Board of Directors that results from an increase in the number of directors, and any vacancy occurring in the Board of Directors, whether arising from death, resignation, retirement, disqualific

ARTICLE VI LIMITATION OF DIRECTOR LIABILITY

Section 6.1. Elimination of Personal Liability. To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the generality of the forego

Section 6.2. Effect of Amendment. No amendment, repeal, or modification of this Article VI shall adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, or modification with respect to any act or omission occurring prior to the time of such amendment, repeal, or modification. Any person who serves or has served as a director of the Co

ARTICLE VII INDEMNIFICATION. Section 7.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to

Section 7.2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a director or officer of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from

Section 7.3. Indemnification of Employees and Agents. The Corporation may, by resolution of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation on such terms and conditions, and to such extent, as the Board of Directors in its sole discretion shall deem appropriate. Any such indemnification may be provided pursuant to agreement, resolution, or any oth

Section 7.4. Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors, insurance policy, provision of law, or otherwise. The Corporation is specif

Section 7.5. Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against and incu

Section 7.6. Survival. The rights to indemnification and advancement of expenses conferred by this Article VII shall continue as to any person who has ceased to serve as a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and legal representatives of such person. No amendment, repeal, or modification of this Article VII shall diminish or a

ARTICLE VIII STOCKHOLDER ACTION. Section 8.1. Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum num

Section 8.2. Special Meetings. Special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, the Chairperson of the Board of Directors (if one is so designated), or the sole stockholder. Notwithstanding the foregoing, as the Corporation is wholly owned by Ardent Apex Holdings Inc. following the Effective Time, any action to be taken at a special m

ARTICLE IX AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation. Any amendment, alteration, change

ARTICLE X AMENDMENT OF BYLAWS In furtherance and not in limitation of the powers conferred upon the Board of Directors by law, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous writte

ARTICLE XI EXCLUSIVE FORUM. Section 11.1. Delaware Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware, or, if and only if all such state courts lack subject matter jurisdiction

Section 11.2. Federal Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act").

ARTICLE XII CORPORATE OPPORTUNITIES. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision thereto), the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fi

ARTICLE XIII SEVERABILITY. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any person, entity, or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining

ARTICLE XIV ADOPTION STATEMENT. This Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation and by the written consent of the stockholders of the Corporation entitled to vote thereon, in each case in accordance with the applicable provisions of Sections 242, 245, and 251 of the DGCL, and is effective as of the Effective Time of the Merger. This Amended and