Contract analysis

1. Approval of the Merger Agreement RESOLVED, that the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc. ("Parent"), Ardent Apex Merger Sub Inc. (the "Company"), and Luminex Systems Holdings Inc. (the "Target"), substantially in the form presented to and reviewed by the Board (with such changes therein as the officers of the Company executing the same shall approve, such

2. Authorization to Execute and Deliver the Merger Agreement RESOLVED, that the officers of the Company be, and each of them hereby is, individually and collectively, authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Merger Agreement and any and all amendments, supplements, waivers, consents, modifications, or restatements thereto or thereof, with such changes,

3. Approval of the Merger RESOLVED, that the merger of the Company with and into Luminex Systems Holdings Inc. in accordance with the terms and conditions of the Merger Agreement and Section 251 of the DGCL, with Luminex Systems Holdings Inc. as the Surviving Corporation, be, and hereby is, approved and adopted in all respects. Without limiting the generality of the foregoing, the Board hereby approves the conversion

4. Approval of the Certificate of Merger RESOLVED, that the Certificate of Merger, substantially in the form presented to and reviewed by the Board, to be filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, be, and hereby is, approved in all respects, and that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to execute a

5. Recommendation to Sole Stockholder RESOLVED, that the Board hereby recommends that the sole stockholder of the Company, Ardent Apex Holdings Inc., approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and that the officers of the Company be, and each of them hereby is, authorized and directed to solicit or otherwise obtain such stockholder approval, including by wr

6. Approval of Ancillary Agreements and Documents RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, in the name and on behalf of the Company, each of the following Ancillary Agreements and documents contemplated by or entered into in connection with the Merger Agreement, in each case with such terms and conditions as the

7. Approval of Regulatory Filings RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to prepare, execute, and file (or cause to be prepared, executed, and filed) any and all applications, notifications, filings, registrations, declarations, submissions, or reports with any governmental or regulatory authority, whether domestic or foreign, that are required o

8. Authorization of Officers RESOLVED, that each of the officers of the Company be, and each of them hereby is, authorized, empowered, and directed (acting singly or together with one or more other officers of the Company), in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to negotiate, prepare, execute, deliver, acknowledge, verify, and perform (or cause to be negotiated

9. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company, in each case acting in his or her capacity as such, in connection with the matters set forth in and contemplated by the foregoing resolutions, including without limitation any actions taken in connection with the negotiation, preparation, and review of the Merger Ag

10. General Authority RESOLVED, that the foregoing resolutions shall not be deemed to limit in any respect the authority, powers, or rights heretofore or hereafter granted to or vested in any officer or director of the Company by the Certificate of Incorporation of the Company, the Bylaws of the Company, any resolution of the Board, or applicable law, and that such authority, powers, and rights shall continue in full