1001-00004 · Ardent Capital Partners · Closing

officers-certificate-buyer-form.docx DOCUMENT M&A / Corporate

17 / 78 ← → ✕

Calderwood & Harkness LLP Matter No. 1001-00004

OFFICER'S CERTIFICATE

Form of Buyer Bring-Down Certificate

FORM — To be completed and executed at Closing

Delivered Pursuant to Section [_] of the Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company")

OFFICER'S CERTIFICATE

[Insert name and title of certifying officer of Parent] hereby certifies, in [his/her] capacity as [Insert title — e.g., an authorized officer] of Ardent Apex Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware ("Parent"), and not in [his/her] individual capacity, as follows:

This Officer's Certificate (this "Certificate") is delivered pursuant to Section [_] of that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), among Parent, Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.

The undersigned is a duly authorized officer of each of Parent and Merger Sub and is duly authorized to execute and deliver this Certificate on behalf of each of Parent and Merger Sub. The undersigned has reviewed the Merger Agreement and such other documents, records, certificates, and instruments as the undersigned has deemed necessary or appropriate for the purpose of delivering this Certificate. This Certificate is being delivered to the Company in satisfaction of the conditions set forth in Section [_] of the Merger Agreement, which requires the delivery of this Certificate as a condition precedent to the obligation of the Company to consummate the Closing.

The undersigned hereby certifies to the Company as follows:

Section 1. Representations and Warranties — Parent.

The undersigned hereby certifies that each of the representations and warranties of Parent set forth in Article [_] of the Merger Agreement is true and correct in all respects (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, except where such qualifiers are expressly incorporated into the applicable bring-down standard set forth in Section [] of the Merger Agreement) as of the date of the Merger Agreement and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (a) to the extent that such representations and warranties expressly relate to a specified date or period, in which case such representations and warranties shall be true and correct in all respects as of such specified date or period, and (b) where the failure of such representations and warranties to be true and correct (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, other than the representations and warranties set forth in Section [__] of the Merger Agreement, which shall be true and correct in all respects) would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the ability of Parent to perform its obligations under the Merger Agreement.

For purposes of reference, Parent is Ardent Apex Holdings Inc., a Delaware corporation incorporated on March 5, 2025, the sole stockholder of Merger Sub, with Employer Identification Number 93-2178435 and its registered agent designated as National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

Section 2. Representations and Warranties — Merger Sub.

The undersigned hereby certifies that each of the representations and warranties of Merger Sub set forth in Article [_] of the Merger Agreement is true and correct in all respects (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, except where such qualifiers are expressly incorporated into the applicable bring-down standard set forth in Section [] of the Merger Agreement) as of the date of the Merger Agreement and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (a) to the extent that such representations and warranties expressly relate to a specified date or period, in which case such representations and warranties shall be true and correct in all respects as of such specified date or period, and (b) where the failure of such representations and warranties to be true and correct (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, other than the representations and warranties set forth in Section [__] of the Merger Agreement, which shall be true and correct in all respects) would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the ability of Merger Sub to perform its obligations under the Merger Agreement. The same bring-down standard applicable to the representations and warranties of Parent as described in Section 1 of this Certificate is applicable, mutatis mutandis, to the representations and warranties of Merger Sub.

For purposes of reference, Merger Sub is Ardent Apex Merger Sub Inc., a Delaware corporation incorporated on March 7, 2025, a wholly owned subsidiary of Parent formed exclusively for the purpose of effecting the reverse triangular merger with and into the Company as contemplated by the Merger Agreement and the General Corporation Law of the State of Delaware (the "DGCL"), with Employer Identification Number 93-2178502 and its registered agent designated as National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Merger Sub has not engaged in any business activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement.

Section 3. Covenants — Parent.

The undersigned hereby certifies that Parent has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by Parent at or prior to the Closing, including, without limitation, those covenants and agreements set forth in Section [_] of the Merger Agreement. Without limiting the generality of the foregoing, such performance and compliance includes, but is not limited to:

(a) Parent's obligations relating to the funding of the aggregate Merger Consideration, including the timely arrangement and availability of all sources of financing necessary to consummate the Merger and the transactions contemplated by the Merger Agreement;

(b) Parent's obligations under the Equity Commitment Letter delivered by Ardent Capital Partners III LP in connection with the Merger Agreement, including the obligation to enforce its rights thereunder and to cause the equity contribution contemplated thereby to be funded at or prior to the Closing;

(c) Parent's cooperation obligations with respect to the debt financing, including the obligation to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to arrange and consummate the debt financing on the terms and conditions described in the Commitment Letter;

(d) Parent's obligations relating to the obtaining of all necessary governmental and regulatory approvals, consents, clearances, authorizations, orders, and filings, including, without limitation, filings and approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the regulations of the Committee on Foreign Investment in the United States ("CFIUS"), the Swiss Financial Market Supervisory Authority ("FINMA") and the State Secretariat for Economic Affairs ("SECO"), the German Federal Cartel Office (the "Bundeskartellamt"), and the European Union Foreign Subsidies Regulation ("EU FSR"); and

(e) all other affirmative and negative covenants of Parent under the Merger Agreement, including, without limitation, covenants regarding confidentiality, public announcements, non-solicitation of the Company's employees, indemnification obligations, and any other obligations of Parent expressly set forth in the Merger Agreement.

Section 4. Covenants — Merger Sub.

The undersigned hereby certifies that Merger Sub has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by Merger Sub at or prior to the Closing, including, without limitation, those covenants and agreements set forth in Section [_] of the Merger Agreement. Merger Sub's covenants under the Merger Agreement principally relate to (a) its obligation to merge with and into the Company in accordance with the terms and conditions of the Merger Agreement and the applicable provisions of the DGCL, with the Company as the surviving corporation in the Merger, (b) its obligation to refrain from conducting any business or engaging in any activities other than those incidental to its formation and undertaken in furtherance of the Merger and the transactions contemplated by the Merger Agreement, and (c) its obligation to take all actions necessary or desirable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not, since the date of its incorporation, conducted any business, incurred any liabilities, or engaged in any activities other than those directly related to the foregoing.

Section 5. Conditions to Closing — Buyer Conditions Satisfied.

The undersigned hereby certifies that, to the knowledge of the undersigned, as of the Closing Date:

(a) No order, injunction, judgment, decree, ruling, or other similar action or determination (whether temporary, preliminary, or permanent) issued by any court, tribunal, arbitral body, or governmental authority of competent jurisdiction shall be in effect that restrains, enjoins, makes illegal, or otherwise prohibits or prevents the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

(b) All required governmental and regulatory approvals, consents, clearances, authorizations, orders, and filings necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement shall have been duly obtained, made, or given, or the applicable waiting periods shall have expired or been earlier terminated, including, without limitation, the following:

(i) HSR Act Clearance. The applicable waiting period (including any extension thereof) under the HSR Act shall have expired or been earlier terminated (Transaction No. [Insert — e.g., HSR-20250328-4192]).

(ii) CFIUS Clearance. The Committee on Foreign Investment in the United States shall have issued a written notification that it has concluded a review or investigation of the Merger and determined that there are no unresolved national security concerns with respect to the Merger, or a safe harbor shall have been obtained by the passage of the applicable review or investigation period without action by CFIUS (Tracking No. [Insert — e.g., CFIUS-2025-0087]).

(iii) Swiss Competition Authority / SECO Clearance. The Swiss Competition Commission and/or the State Secretariat for Economic Affairs, as applicable, shall have granted clearance or approval for the consummation of the Merger, or the applicable review period shall have expired without objection (File No. [Insert — e.g., 32-0973]).

(iv) Bundeskartellamt Clearance. The German Federal Cartel Office shall have granted clearance for the consummation of the Merger, or the applicable review period shall have expired without prohibition (File No. [Insert — e.g., B6-34/25]).

(v) EU Foreign Subsidies Regulation Clearance. The European Commission shall have issued a decision approving or clearing the Merger under the EU Foreign Subsidies Regulation, or the applicable review period shall have expired without a prohibition decision (Case No. [Insert — e.g., FSR.M.2025-0412]).

Section 6. No Material Adverse Effect on Parent or Merger Sub.

The undersigned hereby certifies that, since the date of the Merger Agreement, no event, circumstance, change, effect, development, condition, or occurrence has occurred or exists that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement or to perform their respective obligations under the Merger Agreement in all material respects and on a timely basis. Neither Parent nor Merger Sub has experienced any material change in its financial condition, operations, prospects, or organizational structure that would reasonably be expected to impair, delay, or prevent the consummation of the Merger.

Section 7. Financing Confirmation.

The undersigned hereby certifies that, as of the Closing Date, the aggregate funds available to Parent and Merger Sub, from the combination of the equity commitment(s), co-investment commitments, committed debt financing, and all other sources of funds described in and committed pursuant to the financing arrangements entered into in connection with the Merger Agreement, are sufficient in the aggregate to pay (a) the aggregate Merger Consideration of $[Insert — e.g., 2,800,000,000] (the "Aggregate Merger Consideration"), (b) all fees, costs, and expenses required to be paid by Parent, Merger Sub, or any of their respective Affiliates at or in connection with the Closing, and (c) all other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

The sources of funds available to Parent and Merger Sub as of the Closing Date are as follows:

(a) Equity Commitment Letter. Equity contribution from Ardent Capital Partners III LP, a Delaware limited partnership, pursuant to that certain Equity Commitment Letter, dated as of March 24, 2025, in the amount of $[Insert] (the "Equity Commitment Letter").

(b) Co-Investment Agreements. Aggregate co-investment commitments from Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP, pursuant to those certain Co-Investment Agreements, each dated as of March 24, 2025, in the aggregate amount of $[Insert].

(c) Senior Secured Credit Facility. Committed senior secured credit facility from Stonebridge Credit Partners LLC, as lead arranger and administrative agent, and the lenders party thereto, pursuant to that certain Commitment Letter, dated as of March 24, 2025 (Commitment Letter Ref. [Insert]) (the "Commitment Letter"), providing for aggregate commitments in the amount of $[Insert].

(d) Subordinated Notes. Subordinated note financing from Crestline Mezzanine Partners II LP, pursuant to that certain subordinated note purchase commitment, dated as of March 24, 2025, in the aggregate principal amount of $[Insert].

(e) Management Rollover Equity. Non-cash management rollover equity contributions from certain members of the Company's management team, in the aggregate amount of $[Insert], to be effected pursuant to rollover agreements entered into in connection with the Merger Agreement.

The undersigned further certifies that, to the knowledge of the undersigned, as of the Closing Date, (i) no event has occurred that would cause any condition precedent to funding under the Commitment Letter, the Equity Commitment Letter, any Co-Investment Agreement, or any other financing commitment delivered in connection with the Merger Agreement not to be satisfied or that would otherwise give any financing source a right to terminate, reduce, or refuse to fund its respective commitment, (ii) no financing source has indicated, in writing or otherwise, any intention not to fund its respective commitment in full on the Closing Date, and (iii) assuming satisfaction or waiver of the conditions set forth in Article [_] of the Merger Agreement, Parent and Merger Sub will have sufficient immediately available funds to consummate the Closing.

Section 8. Good Standing Confirmation.

The undersigned hereby certifies that, as of the Closing Date:

(a) Parent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as presently conducted. A certificate of good standing (or its equivalent) for Parent, issued by the Secretary of State of the State of Delaware and dated as of a recent date prior to the Closing Date, is attached hereto as Exhibit A.

(b) Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as presently conducted. A certificate of good standing (or its equivalent) for Merger Sub, issued by the Secretary of State of the State of Delaware and dated as of a recent date prior to the Closing Date, is attached hereto as Exhibit B.

Section 9. Authority and Authorization.

The undersigned hereby certifies that all corporate actions on the part of Parent and Merger Sub necessary to authorize the execution, delivery, and performance by each of Parent and Merger Sub of the Merger Agreement and all other Transaction Documents to which either is a party, and the consummation of the transactions contemplated thereby, including the Merger, have been duly and validly taken in accordance with the DGCL, the certificate of incorporation and bylaws of each of Parent and Merger Sub, and all applicable Law. Without limiting the foregoing, the following corporate actions have been duly and validly taken:

(a) the Board of Directors of Parent (Ardent Apex Holdings Inc.) has duly adopted resolutions, by written consent in lieu of a meeting of the Board of Directors of Parent dated on or about March 24, 2025, approving and authorizing the execution, delivery, and performance of the Merger Agreement and each of the other Transaction Documents to which Parent is a party, and the consummation of the Merger and the other transactions contemplated thereby, a copy of which written consent is attached hereto as Exhibit C;

(b) the Board of Directors of Merger Sub (Ardent Apex Merger Sub Inc.) has duly adopted resolutions, by written consent in lieu of a meeting of the Board of Directors of Merger Sub dated on or about March 24, 2025, approving and authorizing the execution, delivery, and performance of the Merger Agreement and each of the other Transaction Documents to which Merger Sub is a party, the consummation of the Merger (including the merger of Merger Sub with and into the Company), and the other transactions contemplated thereby, a copy of which written consent is attached hereto as Exhibit D; and

(c) Ardent Apex Holdings Inc., as the sole stockholder of Merger Sub, has duly adopted resolutions, by written consent in lieu of a meeting of stockholders of Merger Sub dated on or about March 24, 2025, approving and adopting the Merger Agreement and the Merger and authorizing the consummation of the transactions contemplated thereby, a copy of which written consent is attached hereto as Exhibit E.

No other corporate or other proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger Agreement or to consummate the Merger and the other transactions contemplated thereby. The Merger Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and constitutes a legal, valid, and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar Laws affecting creditors' rights generally and to general principles of equity.

Section 10. Absence of Litigation.

The undersigned hereby certifies that, to the knowledge of the undersigned, as of the Closing Date, there is no action, suit, claim, litigation, arbitration, investigation, inquiry, or proceeding (whether civil, criminal, or administrative) pending or, to the knowledge of the undersigned, threatened in writing against Parent, Merger Sub, or any of their respective Affiliates (in each case, in connection with the transactions contemplated by the Merger Agreement) before any court, tribunal, arbitral body, governmental authority, or other body that (a) seeks to restrain, enjoin, prohibit, or make illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (b) seeks material damages from Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement, or (c) would reasonably be expected to result in a material liability to Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement or that would reasonably be expected to impair, prevent, or materially delay the ability of Parent or Merger Sub to consummate the Merger.

Section 11. No Amendments or Waivers to Financing Commitments.

The undersigned hereby certifies that, since the date of the Merger Agreement through and including the Closing Date, neither Parent nor Merger Sub has amended, modified, supplemented, replaced, or waived (or agreed to amend, modify, supplement, replace, or waive) any provision of, or any right or remedy under, (a) the Commitment Letter (Ref. [Insert]), (b) the Equity Commitment Letter, (c) any Co-Investment Agreement, or (d) any fee letter, engagement letter, or other ancillary agreement related to the foregoing, in each case, in any manner that would:

(i) reduce the aggregate amount of the financing (whether debt or equity) available to Parent and Merger Sub thereunder below the amount necessary to consummate the Merger and pay the Aggregate Merger Consideration and all related fees and expenses;

(ii) impose new or additional conditions or contingencies to the funding of the financing contemplated thereby, or expand, amend, or modify any existing conditions or contingencies in a manner that would reasonably be expected to delay, prevent, or make less likely the funding of such financing or the consummation of the Merger;

(iii) otherwise be materially adverse to Parent, Merger Sub, or the Company, or reasonably be expected to delay or prevent the Closing or materially impair the ability of Parent or Merger Sub to enforce their respective rights under such commitments; or

(iv) otherwise materially and adversely affect the ability of Parent or Merger Sub to timely consummate the transactions contemplated by the Merger Agreement,

in each case, except as expressly permitted under the terms of the Merger Agreement (including any replacement or alternative financing permitted thereunder, provided that the conditions set forth in Section [_] of the Merger Agreement have been satisfied with respect thereto).

Section 12. Limitation / Disclaimer.

This Certificate is being delivered solely to satisfy the conditions set forth in Section [_] of the Merger Agreement and is not intended to, and shall not be deemed to, confer any rights, benefits, or remedies upon any Person other than the Company (and its successors and permitted assigns under the Merger Agreement). No third party, including any stockholder, creditor, employee, or agent of the Company or any of its Affiliates, shall be entitled to rely upon or enforce any provision of this Certificate.

Nothing in this Certificate shall be deemed to expand, diminish, supersede, or otherwise modify any of the representations, warranties, covenants, agreements, or other obligations of Parent or Merger Sub set forth in the Merger Agreement or in any other Transaction Document. The certifications set forth herein are made subject to, and are qualified in their entirety by reference to, the specific terms and conditions of the Merger Agreement, including all limitations, exceptions, qualifications, and schedules referenced therein.

The undersigned is delivering this Certificate solely in [his/her] capacity as an authorized officer of each of Parent and Merger Sub, and not in [his/her] individual or personal capacity, and the undersigned shall have no personal liability whatsoever with respect to the matters certified herein. No recourse shall be had against the undersigned individually in connection with any representation, certification, or statement made in this Certificate.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [Insert Closing Date], [Insert Year].

ARDENT APEX HOLDINGS INC.

By: ________

Name: [Insert]

Title: [Insert — e.g., President, Chief Executive Officer, or authorized signatory]

ARDENT APEX MERGER SUB INC.

By: ________

Name: [Insert]

Title: [Insert — e.g., President or authorized signatory]

[Both signature blocks should be executed by a duly authorized officer of each entity. The same individual may execute on behalf of both Parent and Merger Sub if such individual has been duly authorized by the boards of directors of both entities to do so.]

EXHIBITS AND ATTACHMENTS

The following exhibits and attachments shall be attached hereto and incorporated herein by reference, as applicable:

[To be completed and attached at Closing. Good standing certificates should be dated no more than five (5) business days prior to the Closing Date.]

Exhibit	Description
Exhibit A	Good Standing Certificate of Ardent Apex Holdings Inc. (issued by the Delaware Secretary of State, dated as of a recent date prior to Closing)
Exhibit B	Good Standing Certificate of Ardent Apex Merger Sub Inc. (issued by the Delaware Secretary of State, dated as of a recent date prior to Closing)
Exhibit C	Copy of Written Consent of the Board of Directors of Ardent Apex Holdings Inc.
Exhibit D	Copy of Written Consent of the Board of Directors of Ardent Apex Merger Sub Inc.
Exhibit E	Copy of Written Consent of the Sole Stockholder of Ardent Apex Merger Sub Inc. (Ardent Apex Holdings Inc., as sole stockholder)

Calderwood & Harkness LLP Matter No. 1001-00004
OFFICER'S CERTIFICATE
Form of Buyer Bring-Down Certificate
FORM — To be completed and executed at Closing
Delivered Pursuant to Section [_] of the Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company")
OFFICER'S CERTIFICATE
[Insert name and title of certifying officer of Parent] hereby certifies, in [his/her] capacity as [Insert title — e.g., an authorized officer] of Ardent Apex Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware ("Parent"), and not in [his/her] individual capacity, as follows:
This Officer's Certificate (this "Certificate") is delivered pursuant to Section [_] of that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), among Parent, Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.
The undersigned is a duly authorized officer of each of Parent and Merger Sub and is duly authorized to execute and deliver this Certificate on behalf of each of Parent and Merger Sub. The undersigned has reviewed the Merger Agreement and such other documents, records, certificates, and instruments as the undersigned has deemed necessary or appropriate for the purpose of delivering this Certificate. This Certificate is being delivered to the Company in satisfaction of the conditions set forth in Section [_] of the Merger Agreement, which requires the delivery of this Certificate as a condition precedent to the obligation of the Company to consummate the Closing.
The undersigned hereby certifies to the Company as follows:
Section 1. Representations and Warranties — Parent.
The undersigned hereby certifies that each of the representations and warranties of Parent set forth in Article [_] of the Merger Agreement is true and correct in all respects (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, except where such qualifiers are expressly incorporated into the applicable bring-down standard set forth in Section [] of the Merger Agreement) as of the date of the Merger Agreement and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (a) to the extent that such representations and warranties expressly relate to a specified date or period, in which case such representations and warranties shall be true and correct in all respects as of such specified date or period, and (b) where the failure of such representations and warranties to be true and correct (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, other than the representations and warranties set forth in Section [__] of the Merger Agreement, which shall be true and correct in all respects) would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the ability of Parent to perform its obligations under the Merger Agreement.
For purposes of reference, Parent is Ardent Apex Holdings Inc., a Delaware corporation incorporated on March 5, 2025, the sole stockholder of Merger Sub, with Employer Identification Number 93-2178435 and its registered agent designated as National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904.
Section 2. Representations and Warranties — Merger Sub.
The undersigned hereby certifies that each of the representations and warranties of Merger Sub set forth in Article [_] of the Merger Agreement is true and correct in all respects (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, except where such qualifiers are expressly incorporated into the applicable bring-down standard set forth in Section [] of the Merger Agreement) as of the date of the Merger Agreement and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (a) to the extent that such representations and warranties expressly relate to a specified date or period, in which case such representations and warranties shall be true and correct in all respects as of such specified date or period, and (b) where the failure of such representations and warranties to be true and correct (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, other than the representations and warranties set forth in Section [__] of the Merger Agreement, which shall be true and correct in all respects) would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the ability of Merger Sub to perform its obligations under the Merger Agreement. The same bring-down standard applicable to the representations and warranties of Parent as described in Section 1 of this Certificate is applicable, mutatis mutandis, to the representations and warranties of Merger Sub.
For purposes of reference, Merger Sub is Ardent Apex Merger Sub Inc., a Delaware corporation incorporated on March 7, 2025, a wholly owned subsidiary of Parent formed exclusively for the purpose of effecting the reverse triangular merger with and into the Company as contemplated by the Merger Agreement and the General Corporation Law of the State of Delaware (the "DGCL"), with Employer Identification Number 93-2178502 and its registered agent designated as National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Merger Sub has not engaged in any business activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement.
Section 3. Covenants — Parent.
The undersigned hereby certifies that Parent has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by Parent at or prior to the Closing, including, without limitation, those covenants and agreements set forth in Section [_] of the Merger Agreement. Without limiting the generality of the foregoing, such performance and compliance includes, but is not limited to:
(a) Parent's obligations relating to the funding of the aggregate Merger Consideration, including the timely arrangement and availability of all sources of financing necessary to consummate the Merger and the transactions contemplated by the Merger Agreement;
(b) Parent's obligations under the Equity Commitment Letter delivered by Ardent Capital Partners III LP in connection with the Merger Agreement, including the obligation to enforce its rights thereunder and to cause the equity contribution contemplated thereby to be funded at or prior to the Closing;
(c) Parent's cooperation obligations with respect to the debt financing, including the obligation to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to arrange and consummate the debt financing on the terms and conditions described in the Commitment Letter;
(d) Parent's obligations relating to the obtaining of all necessary governmental and regulatory approvals, consents, clearances, authorizations, orders, and filings, including, without limitation, filings and approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the regulations of the Committee on Foreign Investment in the United States ("CFIUS"), the Swiss Financial Market Supervisory Authority ("FINMA") and the State Secretariat for Economic Affairs ("SECO"), the German Federal Cartel Office (the "Bundeskartellamt"), and the European Union Foreign Subsidies Regulation ("EU FSR"); and
(e) all other affirmative and negative covenants of Parent under the Merger Agreement, including, without limitation, covenants regarding confidentiality, public announcements, non-solicitation of the Company's employees, indemnification obligations, and any other obligations of Parent expressly set forth in the Merger Agreement.
Section 4. Covenants — Merger Sub.
The undersigned hereby certifies that Merger Sub has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by Merger Sub at or prior to the Closing, including, without limitation, those covenants and agreements set forth in Section [_] of the Merger Agreement. Merger Sub's covenants under the Merger Agreement principally relate to (a) its obligation to merge with and into the Company in accordance with the terms and conditions of the Merger Agreement and the applicable provisions of the DGCL, with the Company as the surviving corporation in the Merger, (b) its obligation to refrain from conducting any business or engaging in any activities other than those incidental to its formation and undertaken in furtherance of the Merger and the transactions contemplated by the Merger Agreement, and (c) its obligation to take all actions necessary or desirable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not, since the date of its incorporation, conducted any business, incurred any liabilities, or engaged in any activities other than those directly related to the foregoing.
Section 5. Conditions to Closing — Buyer Conditions Satisfied.
The undersigned hereby certifies that, to the knowledge of the undersigned, as of the Closing Date:
(a) No order, injunction, judgment, decree, ruling, or other similar action or determination (whether temporary, preliminary, or permanent) issued by any court, tribunal, arbitral body, or governmental authority of competent jurisdiction shall be in effect that restrains, enjoins, makes illegal, or otherwise prohibits or prevents the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
(b) All required governmental and regulatory approvals, consents, clearances, authorizations, orders, and filings necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement shall have been duly obtained, made, or given, or the applicable waiting periods shall have expired or been earlier terminated, including, without limitation, the following:
(i) HSR Act Clearance. The applicable waiting period (including any extension thereof) under the HSR Act shall have expired or been earlier terminated (Transaction No. [Insert — e.g., HSR-20250328-4192]).
(ii) CFIUS Clearance. The Committee on Foreign Investment in the United States shall have issued a written notification that it has concluded a review or investigation of the Merger and determined that there are no unresolved national security concerns with respect to the Merger, or a safe harbor shall have been obtained by the passage of the applicable review or investigation period without action by CFIUS (Tracking No. [Insert — e.g., CFIUS-2025-0087]).
(iii) Swiss Competition Authority / SECO Clearance. The Swiss Competition Commission and/or the State Secretariat for Economic Affairs, as applicable, shall have granted clearance or approval for the consummation of the Merger, or the applicable review period shall have expired without objection (File No. [Insert — e.g., 32-0973]).
(iv) Bundeskartellamt Clearance. The German Federal Cartel Office shall have granted clearance for the consummation of the Merger, or the applicable review period shall have expired without prohibition (File No. [Insert — e.g., B6-34/25]).
(v) EU Foreign Subsidies Regulation Clearance. The European Commission shall have issued a decision approving or clearing the Merger under the EU Foreign Subsidies Regulation, or the applicable review period shall have expired without a prohibition decision (Case No. [Insert — e.g., FSR.M.2025-0412]).
(c) [Insert any additional conditions to closing that are the responsibility of Buyer-side parties, if applicable.]
Section 6. No Material Adverse Effect on Parent or Merger Sub.
The undersigned hereby certifies that, since the date of the Merger Agreement, no event, circumstance, change, effect, development, condition, or occurrence has occurred or exists that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement or to perform their respective obligations under the Merger Agreement in all material respects and on a timely basis. Neither Parent nor Merger Sub has experienced any material change in its financial condition, operations, prospects, or organizational structure that would reasonably be expected to impair, delay, or prevent the consummation of the Merger.
Section 7. Financing Confirmation.
The undersigned hereby certifies that, as of the Closing Date, the aggregate funds available to Parent and Merger Sub, from the combination of the equity commitment(s), co-investment commitments, committed debt financing, and all other sources of funds described in and committed pursuant to the financing arrangements entered into in connection with the Merger Agreement, are sufficient in the aggregate to pay (a) the aggregate Merger Consideration of $[Insert — e.g., 2,800,000,000] (the "Aggregate Merger Consideration"), (b) all fees, costs, and expenses required to be paid by Parent, Merger Sub, or any of their respective Affiliates at or in connection with the Closing, and (c) all other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
The sources of funds available to Parent and Merger Sub as of the Closing Date are as follows:
(a) Equity Commitment Letter. Equity contribution from Ardent Capital Partners III LP, a Delaware limited partnership, pursuant to that certain Equity Commitment Letter, dated as of March 24, 2025, in the amount of $[Insert] (the "Equity Commitment Letter").
(b) Co-Investment Agreements. Aggregate co-investment commitments from Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP, pursuant to those certain Co-Investment Agreements, each dated as of March 24, 2025, in the aggregate amount of $[Insert].
(c) Senior Secured Credit Facility. Committed senior secured credit facility from Stonebridge Credit Partners LLC, as lead arranger and administrative agent, and the lenders party thereto, pursuant to that certain Commitment Letter, dated as of March 24, 2025 (Commitment Letter Ref. [Insert]) (the "Commitment Letter"), providing for aggregate commitments in the amount of $[Insert].
(d) Subordinated Notes. Subordinated note financing from Crestline Mezzanine Partners II LP, pursuant to that certain subordinated note purchase commitment, dated as of March 24, 2025, in the aggregate principal amount of $[Insert].
(e) Management Rollover Equity. Non-cash management rollover equity contributions from certain members of the Company's management team, in the aggregate amount of $[Insert], to be effected pursuant to rollover agreements entered into in connection with the Merger Agreement.
The undersigned further certifies that, to the knowledge of the undersigned, as of the Closing Date, (i) no event has occurred that would cause any condition precedent to funding under the Commitment Letter, the Equity Commitment Letter, any Co-Investment Agreement, or any other financing commitment delivered in connection with the Merger Agreement not to be satisfied or that would otherwise give any financing source a right to terminate, reduce, or refuse to fund its respective commitment, (ii) no financing source has indicated, in writing or otherwise, any intention not to fund its respective commitment in full on the Closing Date, and (iii) assuming satisfaction or waiver of the conditions set forth in Article [_] of the Merger Agreement, Parent and Merger Sub will have sufficient immediately available funds to consummate the Closing.
Section 8. Good Standing Confirmation.
The undersigned hereby certifies that, as of the Closing Date:
(a) Parent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as presently conducted. A certificate of good standing (or its equivalent) for Parent, issued by the Secretary of State of the State of Delaware and dated as of a recent date prior to the Closing Date, is attached hereto as Exhibit A.
(b) Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as presently conducted. A certificate of good standing (or its equivalent) for Merger Sub, issued by the Secretary of State of the State of Delaware and dated as of a recent date prior to the Closing Date, is attached hereto as Exhibit B.
Section 9. Authority and Authorization.
The undersigned hereby certifies that all corporate actions on the part of Parent and Merger Sub necessary to authorize the execution, delivery, and performance by each of Parent and Merger Sub of the Merger Agreement and all other Transaction Documents to which either is a party, and the consummation of the transactions contemplated thereby, including the Merger, have been duly and validly taken in accordance with the DGCL, the certificate of incorporation and bylaws of each of Parent and Merger Sub, and all applicable Law. Without limiting the foregoing, the following corporate actions have been duly and validly taken:
(a) the Board of Directors of Parent (Ardent Apex Holdings Inc.) has duly adopted resolutions, by written consent in lieu of a meeting of the Board of Directors of Parent dated on or about March 24, 2025, approving and authorizing the execution, delivery, and performance of the Merger Agreement and each of the other Transaction Documents to which Parent is a party, and the consummation of the Merger and the other transactions contemplated thereby, a copy of which written consent is attached hereto as Exhibit C;
(b) the Board of Directors of Merger Sub (Ardent Apex Merger Sub Inc.) has duly adopted resolutions, by written consent in lieu of a meeting of the Board of Directors of Merger Sub dated on or about March 24, 2025, approving and authorizing the execution, delivery, and performance of the Merger Agreement and each of the other Transaction Documents to which Merger Sub is a party, the consummation of the Merger (including the merger of Merger Sub with and into the Company), and the other transactions contemplated thereby, a copy of which written consent is attached hereto as Exhibit D; and
(c) Ardent Apex Holdings Inc., as the sole stockholder of Merger Sub, has duly adopted resolutions, by written consent in lieu of a meeting of stockholders of Merger Sub dated on or about March 24, 2025, approving and adopting the Merger Agreement and the Merger and authorizing the consummation of the transactions contemplated thereby, a copy of which written consent is attached hereto as Exhibit E.
No other corporate or other proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger Agreement or to consummate the Merger and the other transactions contemplated thereby. The Merger Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and constitutes a legal, valid, and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar Laws affecting creditors' rights generally and to general principles of equity.
Section 10. Absence of Litigation.
The undersigned hereby certifies that, to the knowledge of the undersigned, as of the Closing Date, there is no action, suit, claim, litigation, arbitration, investigation, inquiry, or proceeding (whether civil, criminal, or administrative) pending or, to the knowledge of the undersigned, threatened in writing against Parent, Merger Sub, or any of their respective Affiliates (in each case, in connection with the transactions contemplated by the Merger Agreement) before any court, tribunal, arbitral body, governmental authority, or other body that (a) seeks to restrain, enjoin, prohibit, or make illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (b) seeks material damages from Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement, or (c) would reasonably be expected to result in a material liability to Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement or that would reasonably be expected to impair, prevent, or materially delay the ability of Parent or Merger Sub to consummate the Merger.
Section 11. No Amendments or Waivers to Financing Commitments.
The undersigned hereby certifies that, since the date of the Merger Agreement through and including the Closing Date, neither Parent nor Merger Sub has amended, modified, supplemented, replaced, or waived (or agreed to amend, modify, supplement, replace, or waive) any provision of, or any right or remedy under, (a) the Commitment Letter (Ref. [Insert]), (b) the Equity Commitment Letter, (c) any Co-Investment Agreement, or (d) any fee letter, engagement letter, or other ancillary agreement related to the foregoing, in each case, in any manner that would:
(i) reduce the aggregate amount of the financing (whether debt or equity) available to Parent and Merger Sub thereunder below the amount necessary to consummate the Merger and pay the Aggregate Merger Consideration and all related fees and expenses;
(ii) impose new or additional conditions or contingencies to the funding of the financing contemplated thereby, or expand, amend, or modify any existing conditions or contingencies in a manner that would reasonably be expected to delay, prevent, or make less likely the funding of such financing or the consummation of the Merger;
(iii) otherwise be materially adverse to Parent, Merger Sub, or the Company, or reasonably be expected to delay or prevent the Closing or materially impair the ability of Parent or Merger Sub to enforce their respective rights under such commitments; or
(iv) otherwise materially and adversely affect the ability of Parent or Merger Sub to timely consummate the transactions contemplated by the Merger Agreement,
in each case, except as expressly permitted under the terms of the Merger Agreement (including any replacement or alternative financing permitted thereunder, provided that the conditions set forth in Section [_] of the Merger Agreement have been satisfied with respect thereto).
Section 12. Limitation / Disclaimer.
This Certificate is being delivered solely to satisfy the conditions set forth in Section [_] of the Merger Agreement and is not intended to, and shall not be deemed to, confer any rights, benefits, or remedies upon any Person other than the Company (and its successors and permitted assigns under the Merger Agreement). No third party, including any stockholder, creditor, employee, or agent of the Company or any of its Affiliates, shall be entitled to rely upon or enforce any provision of this Certificate.
Nothing in this Certificate shall be deemed to expand, diminish, supersede, or otherwise modify any of the representations, warranties, covenants, agreements, or other obligations of Parent or Merger Sub set forth in the Merger Agreement or in any other Transaction Document. The certifications set forth herein are made subject to, and are qualified in their entirety by reference to, the specific terms and conditions of the Merger Agreement, including all limitations, exceptions, qualifications, and schedules referenced therein.
The undersigned is delivering this Certificate solely in [his/her] capacity as an authorized officer of each of Parent and Merger Sub, and not in [his/her] individual or personal capacity, and the undersigned shall have no personal liability whatsoever with respect to the matters certified herein. No recourse shall be had against the undersigned individually in connection with any representation, certification, or statement made in this Certificate.
[Remainder of this page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [Insert Closing Date], [Insert Year].
ARDENT APEX HOLDINGS INC.
By: ________
Name: [Insert]
Title: [Insert — e.g., President, Chief Executive Officer, or authorized signatory]
ARDENT APEX MERGER SUB INC.
By: ________
Name: [Insert]
Title: [Insert — e.g., President or authorized signatory]
[Both signature blocks should be executed by a duly authorized officer of each entity. The same individual may execute on behalf of both Parent and Merger Sub if such individual has been duly authorized by the boards of directors of both entities to do so.]
EXHIBITS AND ATTACHMENTS
The following exhibits and attachments shall be attached hereto and incorporated herein by reference, as applicable:
[To be completed and attached at Closing. Good standing certificates should be dated no more than five (5) business days prior to the Closing Date.]
Exhibit | Description
Exhibit A | Good Standing Certificate of Ardent Apex Holdings Inc. (issued by the Delaware Secretary of State, dated as of a recent date prior to Closing)
Exhibit B | Good Standing Certificate of Ardent Apex Merger Sub Inc. (issued by the Delaware Secretary of State, dated as of a recent date prior to Closing)
Exhibit C | Copy of Written Consent of the Board of Directors of Ardent Apex Holdings Inc.
Exhibit D | Copy of Written Consent of the Board of Directors of Ardent Apex Merger Sub Inc.
Exhibit E | Copy of Written Consent of the Sole Stockholder of Ardent Apex Merger Sub Inc. (Ardent Apex Holdings Inc., as sole stockholder)

Calderwood & Harkness LLP Matter No. 1001-00004

OFFICER'S CERTIFICATE

OFFICER'S CERTIFICATE

ARDENT APEX HOLDINGS INC.

ARDENT APEX MERGER SUB INC.

EXHIBITS AND ATTACHMENTS

Record

Parties

Dates

Amounts