Contract analysis

1. Approval and Adoption of the Merger Agreement RESOLVED, that the Sole Stockholder hereby approves and adopts the Merger Agreement, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., in substantially the form presented to the Sole Stockholder (a copy of which has been made available to, and reviewed by, the Sole Stockholder), together

2. Approval of the Merger RESOLVED, that the Sole Stockholder hereby approves the merger of Merger Sub with and into Luminex Systems Holdings Inc. in accordance with the terms and conditions of the Merger Agreement and the applicable provisions of the DGCL, including without limitation Section 251 thereof, with Luminex Systems Holdings Inc. surviving the Merger as a wholly owned subsidiary of Ardent Apex Holdings Inc

3. Approval of the Transactions Contemplated by the Merger Agreement RESOLVED, that the Sole Stockholder hereby approves the consummation of each of the transactions contemplated by the Merger Agreement and the taking of all actions required or contemplated thereby or necessary, appropriate, or advisable to give effect thereto, including without limitation: (a) the payment of aggregate merger consideration of Two Bil

4. Authorization of Officers to Execute and Deliver Documents RESOLVED, that the officers and directors of Merger Sub, and each of them acting individually (each, an "Authorized Person"), are hereby authorized and directed, in the name and on behalf of Merger Sub, to execute, deliver, and file (or cause to be executed, delivered, and filed) the Merger Agreement, the Certificate of Merger, and any and all other agreem

5. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by the officers, directors, authorized agents, and authorized representatives of Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby, including without limitation the incorporation of Merger Sub on March 7, 2025, the adoption of the Certificate of Incorporation and Bylaws of Merger Sub, the issuance o

6. General Authorization RESOLVED, that the officers of Merger Sub, and each of them acting individually, are hereby authorized, empowered, and directed to take any and all such further actions, to execute and deliver any and all such further agreements, documents, instruments, and certificates, and to pay all such fees, costs, and expenses (including, without limitation, filing fees, regulatory fees, transfer taxes,