Contract analysis

I. Board Determination. The Board has reviewed the Merger Agreement and all ancillary agreements described herein, the financing commitments and related documentation, the due diligence materials and analyses prepared by and on behalf of the Company, and the advice of Calderwood & Harkness LLP and Whitfield Partners LLC, and after due consideration, the Board has determined that the Merger, the Merger Agreement, the

1. Approval of the Merger Agreement RESOLVED, that the Agreement and Plan of Merger by and among the Company, Merger Sub, and Luminex Holdings, substantially in the form presented to and reviewed by the Board (a copy of which shall be attached to this Written Consent as Exhibit A and is incorporated herein by reference), providing for the merger of Merger Sub with and into Luminex Holdings, with Luminex Holdings cont

2. Authorization of Execution and Delivery RESOLVED, that each of the officers of the Company is hereby authorized and directed, acting singly or jointly, to execute and deliver the Merger Agreement and any and all ancillary documents, agreements, instruments, certificates, undertakings, notices, and other papers contemplated thereby or reasonably necessary, advisable, or desirable to consummate the Merger and the ot

3. Approval of Ancillary Agreements RESOLVED, that the execution, delivery, and performance by the Company of each of the following ancillary agreements and documents, in each case in substantially the forms reviewed by the Board or in such other forms as any officer of the Company may approve (such approval to be conclusively evidenced by execution thereof), is hereby approved and authorized: (a) Escrow Agreement. T

4. Approval of Equity Commitment RESOLVED, that the Board acknowledges and approves the Equity Commitment Letter from Ardent Capital Partners III LP, committing to fund Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) in equity to the Company at or prior to the closing of the Merger for the purpose of financing the Merger consideration, transaction expenses, and related costs, on th

5. Capitalization of Merger Sub RESOLVED, that the Company is hereby authorized to capitalize Merger Sub with such funds, equity, and other consideration as are necessary to effect the Merger and to fund Merger Sub's obligations under the Merger Agreement, and to take all actions necessary or desirable to cause Merger Sub to execute and deliver the Merger Agreement and to perform all of its obligations thereunder, in

6. Approval of Financing Arrangements RESOLVED, that the incurrence of indebtedness by the Company and, following the effective time of the Merger, by Luminex Holdings as the surviving corporation and its subsidiaries, under the Senior Secured Credit Facility in an aggregate principal amount of up to One Billion Four Hundred Million Dollars ($1,400,000,000), and under the Subordinated Notes in the aggregate principal

7. Approval of Insurance Arrangements RESOLVED, that the procurement of the following insurance arrangements in connection with the Merger is hereby approved and authorized: (a) Representations and Warranties Insurance Policy. A representations and warranties insurance policy (the "R&W Policy") from Grandview Specialty Insurance Company (Policy No. GSI-RWI-2025-04821), with an aggregate limit of liability of Four Hun

8. Approval of Amended and Restated Organizational Documents of the Surviving Corporation RESOLVED, that the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Luminex Holdings, as the surviving corporation in the Merger, to be adopted and become effective as of the effective time of the Merger, substantially in the forms reviewed by the Board (copies of which have been made avai

9. Regulatory Filings and Approvals RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, file, and deliver, or cause to be prepared, executed, filed, and delivered, all applications, notifications, filings, registrations, and other documents and submissions required or advisable in connection with the Merger under applicable federal, state, foreign, and supranational laws

10. Certificate of Merger RESOLVED, that the officers of the Company are hereby authorized and directed to cause to be prepared, executed, and filed a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, in such form as may be required by applicable law and at such time as is contemplated by the Merger Agreement, and to take all other actions necessary

11. Appointment and Engagement of Advisors RESOLVED, that the engagement of the following advisors in connection with the Merger and the transactions contemplated by the Merger Agreement and the Transaction Documents is hereby ratified, confirmed, and approved in all respects: (a) Calderwood & Harkness LLP, as legal counsel to the Buyer and the Company (Matter No. 1001-00004; Responsible Partner: James Prentice; Bill

12. Estimated Transaction Expenses RESOLVED, that the Board acknowledges that the estimated aggregate transaction expenses of the Buyer (including the Company and Merger Sub) in connection with the Merger and the financing thereof are approximately Sixty-Two Million Dollars ($62,000,000), inclusive of legal fees, financial advisory fees, accounting and tax advisory fees, insurance premiums, regulatory filing fees, de

13. Tax Elections RESOLVED, that the officers of the Company are hereby authorized, in consultation with Calderwood & Harkness LLP (Sylvia Hartwell, Tax Department) and Pendleton & Associates LLP (Richard Chow, Engagement Partner), to evaluate, and if determined to be in the best interests of the Company and its stockholders, to make and file (or cause to be made and filed) a joint election under Section 338(h)(10) o

14. Authorization of Officers; General Authority RESOLVED, that each officer of the Company (including, without limitation, any person serving as President, Vice President, Secretary, Treasurer, Assistant Secretary, or Assistant Treasurer of the Company) is hereby authorized and empowered, acting singly, to execute and deliver any and all agreements, documents, instruments, certificates, notices, consents, waivers, f

15. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the negotiation, preparation, execution, and delivery of the Merger Agreement, the ancillary agreements, the financing commitments, the regulatory filings, and the other transactions contemplated thereby, including, without limitation: (a) the incorpora