1001-00004 · Ardent Capital Partners · Closing

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

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CONFIDENTIAL TREATMENT REQUESTED

OFFICER'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.

Delivered Pursuant to Section [__] of the Agreement and Plan of Merger

FORM — Subject to completion at Closing

OFFICER'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.

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 it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and 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"). Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.

[Insert name and title of certifying officer — e.g., the Chief Executive Officer or Chief Financial Officer of the Company]

The undersigned, [____], [Insert Title] of the Company, being a duly authorized officer of the Company, hereby certifies to Parent and Merger Sub, on behalf of the Company and not in his or her individual capacity, as follows in connection with the consummation of the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent:

This Certificate is being delivered as a condition to the obligations of Parent and Merger Sub to consummate the Closing pursuant to Section [__] of the Merger Agreement. The undersigned has reviewed the Merger Agreement and is familiar with its terms and conditions, including the representations, warranties, covenants, and agreements of the Company set forth therein, and has made due and reasonable inquiry as further described in Section 7 below.

Section 1: Definitions and Interpretive Matters

1.1 All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement, including all exhibits, schedules, annexes, and disclosure schedules delivered in connection therewith.

1.2 The Merger Agreement is governed by the laws of the State of Delaware, and this Certificate shall be interpreted consistently with the terms and provisions of the Merger Agreement and the laws of the State of Delaware.

1.3 Unless otherwise expressly indicated herein, all references in this Certificate to "Sections" and "Articles" are references to the corresponding Sections and Articles of the Merger Agreement, and all references to "Exhibits" and "Schedules" are references to the Exhibits and Schedules to the Merger Agreement.

1.4 The rules of interpretation and construction set forth in the Merger Agreement (including, without limitation, Section [__] thereof) shall apply mutatis mutandis to this Certificate.

Section 2: Certification Regarding Representations and Warranties

2.1 Bring-Down of Representations and Warranties (Materiality-Qualified Representations)

The undersigned hereby certifies that the representations and warranties of the Company set forth in the Merger Agreement (other than the Fundamental Representations (as defined below)) that are qualified as to "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such representations and warranties were made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms address matters only as of a specified date or period shall be true and correct in all respects only as of such specified date or period.

[Confirm applicable bring-down standard from Merger Agreement — the standard set forth above reflects "true and correct in all respects" for materiality-qualified representations, consistent with the principle that the materiality qualifier already embedded in such representations limits the scope of the certification. Conform this language to Section [__] of the Merger Agreement.]

2.2 Bring-Down of Representations and Warranties (Non-Qualified Representations)

The undersigned hereby certifies that the representations and warranties of the Company set forth in the Merger Agreement (other than the Fundamental Representations) that are not qualified as to "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such representations and warranties were made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms address matters only as of a specified date or period shall be true and correct in all material respects only as of such specified date or period.

[Confirm bring-down standard — the standard set forth above reflects "true and correct in all material respects" for non-qualified general representations, which imposes materiality at the bring-down level to avoid a double-materiality scrub for qualified representations while ensuring a uniform materiality threshold for general representations. Conform to the closing condition standard set forth in Section [__] of the Merger Agreement.]

2.3 Bring-Down of Fundamental Representations

The undersigned hereby certifies that the Fundamental Representations of the Company are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such Fundamental Representations were made on and as of the Closing Date; provided, however, that any Fundamental Representations that by their express terms address matters only as of a specified date or period shall be true and correct in all respects (other than de minimis inaccuracies) only as of such specified date or period.

For purposes of this Certificate, the "Fundamental Representations" means the representations and warranties of the Company set forth in the following Sections of the Merger Agreement:

[Insert list of sections constituting Fundamental Representations per the Merger Agreement — typically including the following, subject to confirmation against the definitions article of the Merger Agreement:]

(a) Section [__] (Organization, Good Standing, and Qualification);

(b) Section [__] (Authority; Binding Effect);

(d) Section [__] (No Conflicts; Consents and Approvals);

(e) Section [__] (Subsidiaries);

(f) Section [__] (Brokers' and Finders' Fees); and

(g) Section [__] (No Other Representations and Warranties).

The undersigned acknowledges that, pursuant to the Merger Agreement, the Fundamental Representations survive for a period of thirty-six (36) months from the Closing, as distinguished from the general representations and warranties of the Company, which survive for a period of eighteen (18) months from the Closing.

2.4 Material Adverse Effect Certification

The undersigned hereby certifies that, since the date of the Merger Agreement through and including the Closing Date, no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

[Material Adverse Effect to be defined per the Merger Agreement. As set forth in Section [__] thereof, "Material Adverse Effect" means any event, change, effect, development, state of facts, condition, circumstance, or occurrence that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) prevents or would reasonably be expected to prevent the Company from consummating the transactions contemplated by the Merger Agreement; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (A) changes in general economic, financial, credit, securities, or capital market conditions, (B) changes affecting the industry in which the Company and its Subsidiaries operate generally, (C) changes in applicable law or regulations or in GAAP or other applicable accounting standards (or the interpretation thereof), (D) the effects of any pandemic, epidemic, plague, or other public health emergency, (E) any acts of war, armed hostility, sabotage, terrorism, or military action, (F) changes resulting from the public announcement or pendency of the Merger or the other transactions contemplated by the Merger Agreement, (G) changes arising from compliance with the terms of the Merger Agreement or any action taken or omitted to be taken at the written request or with the prior written consent of Parent, or (H) any failure by the Company to meet internal or published projections, estimates, or forecasts of revenue, earnings, or other financial metrics (provided that the underlying cause of any such failure may be taken into account in determining whether a Material Adverse Effect has occurred); provided, further, that the exceptions set forth in clauses (A), (B), (C), (D), and (E) above shall not apply to the extent that such events, changes, effects, developments, states of facts, conditions, circumstances, or occurrences have a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate.]

Section 3: Certification Regarding Compliance with Covenants

3.1 Pre-Closing Covenants

The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing, including, without limitation, the covenants and agreements set forth in Article [__] of the Merger Agreement (relating to the conduct of the business of the Company and its Subsidiaries during the period between the date of the Merger Agreement and the Closing).

Without limiting the generality of the foregoing, the Company has operated the business of the Company and its Subsidiaries in the ordinary course of business consistent with past practice in all material respects during the period from the date of the Merger Agreement through the Closing Date, as required by Section [__] of the Merger Agreement, and has used commercially reasonable efforts to preserve intact the current business organization, goodwill, and ongoing relationships of the Company and its Subsidiaries with their respective customers, suppliers, licensors, licensees, distributors, and other persons with whom they have material business relationships.

3.2 Specific Covenant Compliance Confirmations

In furtherance of and without limitation upon the certifications set forth in Section 3.1 above, the undersigned hereby specifically certifies as follows:

[Include specific covenant confirmations as applicable. The following confirmations should be conformed to the specific interim operating covenants set forth in Section [__] of the Merger Agreement:]

(a) Ordinary Course of Business. [Confirm compliance with ordinary course of business covenant.] The Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice in all material respects during the period from the date of the Merger Agreement through the Closing Date, and have not taken any action that, if taken after the date of the Merger Agreement without the prior written consent of Parent, would have constituted a breach of Section [__] of the Merger Agreement.

(b) Capital Expenditures. [Confirm no capital expenditure in excess of $5,000,000 outside the ordinary course without Parent consent.] Neither the Company nor any of its Subsidiaries has made or committed to make any capital expenditure or capital expenditures that, individually, exceed $5,000,000, or in the aggregate exceed $[], outside the ordinary course of business consistent with past practice, without the prior written consent of Parent, except as expressly permitted by Section [] of the Merger Agreement or as set forth on Section [__] of the Company Disclosure Schedules.

(c) New Hires. [Confirm no new hires with base salary exceeding $250,000 without Parent consent.] Neither the Company nor any of its Subsidiaries has hired any new employee with a base salary or base compensation exceeding $250,000 per annum without the prior written consent of Parent, except as expressly permitted by Section [__] of the Merger Agreement or as required by applicable law.

(d) Contract Commitments. [Confirm no contract commitments in excess of $2,000,000 outside the ordinary course without Parent consent.] Neither the Company nor any of its Subsidiaries has entered into, amended, modified, renewed, or terminated any contract or agreement that involves aggregate payments or commitments in excess of $2,000,000 outside the ordinary course of business consistent with past practice without the prior written consent of Parent, except as expressly permitted by Section [] of the Merger Agreement or as set forth on Section [] of the Company Disclosure Schedules.

(e) intellectual Property Licensing. [Confirm no IP licensing outside the ordinary course without Parent consent.] Neither the Company nor any of its Subsidiaries has granted, transferred, assigned, or otherwise disposed of, or entered into any license, sublicense, covenant not to sue, or similar arrangement with respect to, any material intellectual Property of the Company or its Subsidiaries outside the ordinary course of business consistent with past practice without the prior written consent of Parent, except as expressly permitted by Section [__] of the Merger Agreement.

(f) No-Shop Compliance. [Confirm compliance with no-shop provision, including proper handling of any unsolicited acquisition proposals.] The Company has complied in all material respects with the provisions of Section [] of the Merger Agreement (the "No-Shop Provision"), including the obligation to (i) immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than Parent and Merger Sub) with respect to any Acquisition Proposal, (ii) not solicit, initiate, or knowingly facilitate or knowingly encourage any inquiries, proposals, or offers that constitute or would reasonably be expected to lead to any Acquisition Proposal, (iii) promptly notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal, and (iv) provide Parent with the information required to be provided pursuant to Section [] of the Merger Agreement in connection therewith. [If the Company received any unsolicited Acquisition Proposals during the interim period, describe the handling thereof and confirm compliance with the procedures set forth in the Merger Agreement, including any "fiduciary out" or "matching rights" provisions.]

(g) Change of Control Notices and Consents. [Confirm delivery of required notices and pursuit of required consents under change of control provisions in material contracts.] The Company has delivered all notices required to be delivered under the change of control provisions in the material contracts and enterprise license agreements identified on Schedule [] of the Company Disclosure Schedules and has used commercially reasonable efforts to obtain all consents required to be obtained under such provisions prior to or in connection with the Closing, in each case in accordance with Section [] of the Merger Agreement.

Section 4: Certification Regarding Closing Conditions

4.1 No Legal Impediment

The undersigned hereby certifies that, as of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order, judgment, or decree issued by any court of competent jurisdiction or any governmental authority of competent jurisdiction, and no law, statute, rule, regulation, executive order, or decree enacted, issued, promulgated, enforced, or entered by any governmental authority, shall be in effect that prevents, restrains, enjoins, or prohibits the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or that makes the consummation of the Merger or any such other transactions illegal or otherwise prohibited.

4.2 Regulatory Approvals

The undersigned hereby certifies that all required regulatory approvals and all applicable waiting period expirations or terminations that are conditions to the obligations of the parties to consummate the Closing pursuant to Section [__] of the Merger Agreement have been obtained, received, or occurred, as applicable, including without limitation:

[List all applicable regulatory conditions as set forth in the conditions to closing article of the Merger Agreement. The following are included for reference:]

(a) HSR Act. [Confirm HSR Act waiting period expiry or early termination.] The applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated (Transaction No. HSR-20250328-4192).

(b) CFIUS. [Confirm CFIUS clearance or conclusion of review.] The Committee on Foreign Investment in the United States ("CFIUS") shall have (i) issued written notification that it has completed a review or investigation of the transactions contemplated by the Merger Agreement and determined that there are no unresolved national security concerns with respect to such transactions, (ii) issued written notification that CFIUS has concluded all action with respect to any notice filed pursuant to Section 721 of the Defense Production Act of 1950, as amended, or (iii) the applicable review period under the CFIUS regulations shall have lapsed without any action by CFIUS (Tracking No. CFIUS-2025-0087).

(c) Swiss Competition / SECO. [Confirm Swiss competition/SECO clearance.] All required approvals, clearances, or non-objection determinations from the Swiss Competition Commission (COMCO) and/or the State Secretariat for Economic Affairs (SECO) of the Swiss Confederation shall have been obtained, or the applicable review period shall have lapsed without any objection (File No. 32-0973).

(d) Bundeskartellamt. [Confirm Bundeskartellamt clearance.] The German Federal Cartel Office (Bundeskartellamt) shall have cleared the transactions contemplated by the Merger Agreement, or the applicable review period under the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) shall have expired without any prohibition (File No. B6-34/25).

(e) EU Foreign Subsidies Regulation. [Confirm EU FSR clearance.] The European Commission shall have (i) issued a decision finding that there are no grounds for prohibiting the concentration under Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (the "Foreign Subsidies Regulation"), (ii) approved the concentration (with or without conditions or obligations), or (iii) the applicable review period under the Foreign Subsidies Regulation shall have expired without the European Commission having issued a prohibition decision (Case No. FSR.M.2025-0412).

(f) Other Regulatory Approvals. [Insert any additional regulatory approvals required under the Merger Agreement, if applicable.]

4.3 Third-Party Consents

The undersigned hereby certifies that all material third-party consents, waivers, authorizations, and approvals required to be obtained by the Company prior to the Closing as a condition to the obligations of Parent and Merger Sub to consummate the Closing pursuant to Section [__] of the Merger Agreement have been obtained in writing and remain in full force and effect as of the Closing Date.

[Reference applicable schedule of required consents. The material third-party consents required as closing conditions should include, without limitation, change of control consents under the material commercial contracts and enterprise license agreements identified on Schedule [__] of the Company Disclosure Schedules. Confirm against the final schedule of required consents and the condition set forth in Section [__] of the Merger Agreement.]

Section 5: Certification Regarding Other Closing Deliverables

5.1 Concurrent Deliverables

The undersigned hereby confirms that the Company is concurrently delivering (or has heretofore delivered) to Parent and Merger Sub at or prior to the Closing the following documents and items, in each case in form and substance reasonably satisfactory to Parent and as required by Section [__] of the Merger Agreement:

(a) [Secretary's Certificate of the Company, certifying (i) true, correct, and complete copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as in effect as of the Closing Date, (ii) the incumbency and specimen signatures of the officers of the Company executing the Merger Agreement, this Certificate, and each other document delivered on behalf of the Company at the Closing, and (iii) certified copies of the resolutions of the Board of Directors of the Company (and, if applicable, the stockholders of the Company) authorizing the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.]

(b) [FIRPTA Certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3), in the form required by Section [__] of the Merger Agreement, certifying that the Company is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the notice to the Internal Revenue Service required by Treasury Regulations Section 1.897-2(h)(2).]

(c) [Good standing certificates (or certificates of existence or equivalent certificates) for the Company issued by the Secretary of State of the State of Delaware and by the appropriate governmental authority in each other jurisdiction in which the Company is qualified to do business as a foreign corporation, in each case dated not more than five (5) business days prior to the Closing Date.]

(d) [Payoff letters, in form and substance reasonably satisfactory to Parent, from each holder of Indebtedness of the Company and its Subsidiaries being repaid at the Closing, together with authorization to file UCC-3 termination statements and all other instruments necessary to release and terminate all Liens securing such Indebtedness, in each case effective upon the payment of the amounts set forth in such payoff letters.]

(e) [Evidence of termination, in form and substance reasonably satisfactory to Parent, of any existing stockholders agreements, registration rights agreements, voting agreements, investor rights agreements, or similar agreements among the Company and its stockholders, in each case effective as of the Closing.]

(f) [Written resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries identified by Parent in writing not less than five (5) business days prior to the Closing Date, together with a general release of claims in form and substance reasonably satisfactory to Parent.]

(g) [Other deliverables as specified in Section [__] of the Merger Agreement, including without limitation: (i) evidence of the termination of any existing intercompany agreements or related-party transactions as required by the Merger Agreement; (ii) any consents, estoppels, or similar documents required to be obtained by the Company with respect to real property leases or other material agreements; and (iii) such other certificates, instruments, and documents as Parent may reasonably request in connection with the Closing.]

Section 6: No Proceedings

The undersigned hereby certifies that, as of the Closing Date, no action, suit, investigation, or proceeding is pending or, to the knowledge of the undersigned officer (after due inquiry as described in Section 7 below), threatened in writing against the Company or any of its Subsidiaries before any court, arbitrator, governmental authority, or regulatory body that:

(a) challenges or seeks to restrain, enjoin, delay, or prohibit the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, or seeks monetary damages or other relief in connection with the Merger or such other transactions; or

(b) would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.

Section 7: Knowledge and Authority Qualifications

7.1 The certifications set forth in this Certificate are made to the knowledge of the undersigned officer, after due and reasonable inquiry of appropriate officers and employees of the Company and its Subsidiaries. In connection with the preparation and delivery of this Certificate, the undersigned has specifically consulted with, and made inquiry of, the following officers and senior employees of the Company and its key Subsidiaries:

[Insert names and titles of officers consulted — the following are provided for reference:]

(a) [____], Chief Executive Officer of the Company;

(b) [____], Chief Financial Officer of the Company;

(d) [____], Chief Operating Officer of the Company;

(e) [____], Chief Technology Officer of the Company; and

(f) [____], [Other senior officers of the Company and its key Subsidiaries, as appropriate].

7.2 For purposes of this Certificate, "knowledge" shall have the meaning ascribed to such term in Section [__] of the Merger Agreement, and shall include the actual knowledge of the persons identified in Section 7.1 above, after reasonable inquiry by such persons of their direct reports and other employees who would reasonably be expected to have knowledge of the matters certified herein.

7.3 The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and the Board of Directors of the Company has approved the execution and delivery of this Certificate in connection with the Closing.

Section 8: Reliance; No Personal Liability

8.1 This Certificate is being delivered solely for the purpose of satisfying the condition to the obligations of Parent and Merger Sub to consummate the Closing set forth in Section [__] of the Merger Agreement and solely for the benefit of Parent and Merger Sub in connection therewith. This Certificate may not be relied upon by any other person for any purpose, and no other person shall be entitled to assert any claim or right pursuant to, or on the basis of, this Certificate.

8.2 The undersigned is signing this Certificate solely in his or her capacity as an authorized officer of the Company and not in any individual capacity. The undersigned shall have no personal liability whatsoever with respect to the certifications, representations, or statements made in this Certificate. Nothing contained in this Certificate shall be deemed to expand or modify the rights and remedies of Parent and Merger Sub under the Merger Agreement or to create any rights or remedies not otherwise provided for in the Merger Agreement.

8.3 Notwithstanding anything to the contrary herein, the liability of the Company (and its successors and assigns, including the Surviving Corporation) with respect to the certifications set forth in this Certificate shall be governed solely by, and subject to the limitations and procedures set forth in, the Merger Agreement, including, without limitation, any limitations on indemnification, survival periods, baskets, deductibles, caps, and other limitations on recovery set forth therein.

Section 9: Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section [__] of the Merger Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [__], 2025.

LUMINEX SYSTEMS HOLDINGS INC.

By: ________

Name: [Insert name of authorized officer]

Title: [Insert title — e.g., Chief Executive Officer / Chief Financial Officer]

APPENDIX A

Schedule of Exceptions

[Attach, if required by the Merger Agreement, a schedule listing any exceptions, qualifications, or updates to the representations and warranties or covenants being certified herein. If no exceptions are required or applicable, insert the following:]

None.

APPENDIX B

Supplemental Disclosure Schedules

[Attach any supplemental disclosure schedules updated through the Closing Date, if permitted or required under the Merger Agreement. If no supplemental disclosure schedules are required or applicable, insert the following:]

None.

DRAFTING NOTES

(Internal — To Be Removed from Final Execution Version)

The following notes are included solely for the use of the drafting team and must be removed from any version of this Certificate circulated to the Company or delivered at Closing:

1. Section References. The specific section references denoted by "[__]" throughout this Certificate must be conformed to the final executed version of the Agreement and Plan of Merger dated March 24, 2025. Cross-references should be verified by the lead associate against the final execution version of the Merger Agreement prior to any pre-closing distribution.

2. Bring-Down Standards. The bring-down standards employed in Section 2 of this Certificate (i.e., "true and correct in all respects" for materiality-qualified representations, "true and correct in all material respects" for non-qualified general representations, and "true and correct in all respects (other than de minimis inaccuracies)" for Fundamental Representations) must match exactly the standards set forth in the conditions-to-closing article of the Merger Agreement. Any discrepancy between this Certificate and the Merger Agreement closing conditions must be resolved before this Certificate is circulated.

3. Fundamental Representations. The list of Fundamental Representations set forth in Section 2.3 of this Certificate must be confirmed against the definitions article of the Merger Agreement. Any changes to the definition of "Fundamental Representations" negotiated after the date of the initial drafting of this form must be reflected herein.

4. Regulatory Approvals. The list of required regulatory approvals set forth in Section 4.2 of this Certificate must be confirmed against the conditions-to-closing article of the Merger Agreement and the regulatory timetable tracker maintained by the deal team. Tracking numbers and file numbers should be verified with outside regulatory counsel prior to closing.

5. Seller's Counsel Review. This form is to be reviewed by Caldwell, Raines & Sheppard LLP (Patricia Okonkwo / Daniel Feinberg) as seller's counsel prior to execution. Any comments received from seller's counsel should be coordinated with the responsible partner before finalizing.

6. Certifying Officer. The certifying officer should be confirmed with the Company prior to Closing. The Company has indicated that the certifying officer will typically be the CEO (Dr. Stefan Kessler) or CFO (Annelise Gruber) of the Company. The identity of the certifying officer should be confirmed no later than three (3) business days prior to the anticipated Closing Date.

7. Coordination with Ancillary Agreements. The delivery of this Certificate should be coordinated with the delivery of all other closing deliverables, including (a) the escrow agreement with Continental Fiduciary Trust Company (escrow amount of $140,000,000), and (b) the paying agent agreement with Atlas Shareholder Services Inc. The closing checklist maintained by the lead associate should be cross-referenced to ensure all deliverables are accounted for.

8. Matter Information. Calderwood & Harkness Matter No. 1001-00004; Responsible Partner: James Prentice; Lead Associate: Ryan Kowalski. All time entries should be billed under the above matter number. Distribution of this document outside the deal team requires prior approval from the responsible partner.

CONFIDENTIAL TREATMENT REQUESTED
OFFICER'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.
Delivered Pursuant to Section [__] of the Agreement and Plan of Merger
FORM — Subject to completion at Closing
OFFICER'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.
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 it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and 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"). Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.
[Insert name and title of certifying officer — e.g., the Chief Executive Officer or Chief Financial Officer of the Company]
The undersigned, [____], [Insert Title] of the Company, being a duly authorized officer of the Company, hereby certifies to Parent and Merger Sub, on behalf of the Company and not in his or her individual capacity, as follows in connection with the consummation of the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent:
This Certificate is being delivered as a condition to the obligations of Parent and Merger Sub to consummate the Closing pursuant to Section [__] of the Merger Agreement. The undersigned has reviewed the Merger Agreement and is familiar with its terms and conditions, including the representations, warranties, covenants, and agreements of the Company set forth therein, and has made due and reasonable inquiry as further described in Section 7 below.
Section 1: Definitions and Interpretive Matters
1.1 All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement, including all exhibits, schedules, annexes, and disclosure schedules delivered in connection therewith.
1.2 The Merger Agreement is governed by the laws of the State of Delaware, and this Certificate shall be interpreted consistently with the terms and provisions of the Merger Agreement and the laws of the State of Delaware.
1.3 Unless otherwise expressly indicated herein, all references in this Certificate to "Sections" and "Articles" are references to the corresponding Sections and Articles of the Merger Agreement, and all references to "Exhibits" and "Schedules" are references to the Exhibits and Schedules to the Merger Agreement.
1.4 The rules of interpretation and construction set forth in the Merger Agreement (including, without limitation, Section [__] thereof) shall apply mutatis mutandis to this Certificate.
Section 2: Certification Regarding Representations and Warranties
2.1 Bring-Down of Representations and Warranties (Materiality-Qualified Representations)
The undersigned hereby certifies that the representations and warranties of the Company set forth in the Merger Agreement (other than the Fundamental Representations (as defined below)) that are qualified as to "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such representations and warranties were made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms address matters only as of a specified date or period shall be true and correct in all respects only as of such specified date or period.
[Confirm applicable bring-down standard from Merger Agreement — the standard set forth above reflects "true and correct in all respects" for materiality-qualified representations, consistent with the principle that the materiality qualifier already embedded in such representations limits the scope of the certification. Conform this language to Section [__] of the Merger Agreement.]
2.2 Bring-Down of Representations and Warranties (Non-Qualified Representations)
The undersigned hereby certifies that the representations and warranties of the Company set forth in the Merger Agreement (other than the Fundamental Representations) that are not qualified as to "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such representations and warranties were made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms address matters only as of a specified date or period shall be true and correct in all material respects only as of such specified date or period.
[Confirm bring-down standard — the standard set forth above reflects "true and correct in all material respects" for non-qualified general representations, which imposes materiality at the bring-down level to avoid a double-materiality scrub for qualified representations while ensuring a uniform materiality threshold for general representations. Conform to the closing condition standard set forth in Section [__] of the Merger Agreement.]
2.3 Bring-Down of Fundamental Representations
The undersigned hereby certifies that the Fundamental Representations of the Company are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such Fundamental Representations were made on and as of the Closing Date; provided, however, that any Fundamental Representations that by their express terms address matters only as of a specified date or period shall be true and correct in all respects (other than de minimis inaccuracies) only as of such specified date or period.
For purposes of this Certificate, the "Fundamental Representations" means the representations and warranties of the Company set forth in the following Sections of the Merger Agreement:
[Insert list of sections constituting Fundamental Representations per the Merger Agreement — typically including the following, subject to confirmation against the definitions article of the Merger Agreement:]
(a) Section [__] (Organization, Good Standing, and Qualification);
(b) Section [__] (Authority; Binding Effect);
(c) Section [__] (Capitalization);
(d) Section [__] (No Conflicts; Consents and Approvals);
(e) Section [__] (Subsidiaries);
(f) Section [__] (Brokers' and Finders' Fees); and
(g) Section [__] (No Other Representations and Warranties).
The undersigned acknowledges that, pursuant to the Merger Agreement, the Fundamental Representations survive for a period of thirty-six (36) months from the Closing, as distinguished from the general representations and warranties of the Company, which survive for a period of eighteen (18) months from the Closing.
2.4 Material Adverse Effect Certification
The undersigned hereby certifies that, since the date of the Merger Agreement through and including the Closing Date, no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.
[Material Adverse Effect to be defined per the Merger Agreement. As set forth in Section [__] thereof, "Material Adverse Effect" means any event, change, effect, development, state of facts, condition, circumstance, or occurrence that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) prevents or would reasonably be expected to prevent the Company from consummating the transactions contemplated by the Merger Agreement; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (A) changes in general economic, financial, credit, securities, or capital market conditions, (B) changes affecting the industry in which the Company and its Subsidiaries operate generally, (C) changes in applicable law or regulations or in GAAP or other applicable accounting standards (or the interpretation thereof), (D) the effects of any pandemic, epidemic, plague, or other public health emergency, (E) any acts of war, armed hostility, sabotage, terrorism, or military action, (F) changes resulting from the public announcement or pendency of the Merger or the other transactions contemplated by the Merger Agreement, (G) changes arising from compliance with the terms of the Merger Agreement or any action taken or omitted to be taken at the written request or with the prior written consent of Parent, or (H) any failure by the Company to meet internal or published projections, estimates, or forecasts of revenue, earnings, or other financial metrics (provided that the underlying cause of any such failure may be taken into account in determining whether a Material Adverse Effect has occurred); provided, further, that the exceptions set forth in clauses (A), (B), (C), (D), and (E) above shall not apply to the extent that such events, changes, effects, developments, states of facts, conditions, circumstances, or occurrences have a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate.]
Section 3: Certification Regarding Compliance with Covenants
3.1 Pre-Closing Covenants
The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing, including, without limitation, the covenants and agreements set forth in Article [__] of the Merger Agreement (relating to the conduct of the business of the Company and its Subsidiaries during the period between the date of the Merger Agreement and the Closing).
Without limiting the generality of the foregoing, the Company has operated the business of the Company and its Subsidiaries in the ordinary course of business consistent with past practice in all material respects during the period from the date of the Merger Agreement through the Closing Date, as required by Section [__] of the Merger Agreement, and has used commercially reasonable efforts to preserve intact the current business organization, goodwill, and ongoing relationships of the Company and its Subsidiaries with their respective customers, suppliers, licensors, licensees, distributors, and other persons with whom they have material business relationships.
3.2 Specific Covenant Compliance Confirmations
In furtherance of and without limitation upon the certifications set forth in Section 3.1 above, the undersigned hereby specifically certifies as follows:
[Include specific covenant confirmations as applicable. The following confirmations should be conformed to the specific interim operating covenants set forth in Section [__] of the Merger Agreement:]
(a) Ordinary Course of Business. [Confirm compliance with ordinary course of business covenant.] The Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice in all material respects during the period from the date of the Merger Agreement through the Closing Date, and have not taken any action that, if taken after the date of the Merger Agreement without the prior written consent of Parent, would have constituted a breach of Section [__] of the Merger Agreement.
(b) Capital Expenditures. [Confirm no capital expenditure in excess of $5,000,000 outside the ordinary course without Parent consent.] Neither the Company nor any of its Subsidiaries has made or committed to make any capital expenditure or capital expenditures that, individually, exceed $5,000,000, or in the aggregate exceed $[], outside the ordinary course of business consistent with past practice, without the prior written consent of Parent, except as expressly permitted by Section [] of the Merger Agreement or as set forth on Section [__] of the Company Disclosure Schedules.
(c) New Hires. [Confirm no new hires with base salary exceeding $250,000 without Parent consent.] Neither the Company nor any of its Subsidiaries has hired any new employee with a base salary or base compensation exceeding $250,000 per annum without the prior written consent of Parent, except as expressly permitted by Section [__] of the Merger Agreement or as required by applicable law.
(d) Contract Commitments. [Confirm no contract commitments in excess of $2,000,000 outside the ordinary course without Parent consent.] Neither the Company nor any of its Subsidiaries has entered into, amended, modified, renewed, or terminated any contract or agreement that involves aggregate payments or commitments in excess of $2,000,000 outside the ordinary course of business consistent with past practice without the prior written consent of Parent, except as expressly permitted by Section [] of the Merger Agreement or as set forth on Section [] of the Company Disclosure Schedules.
(e) intellectual Property Licensing. [Confirm no IP licensing outside the ordinary course without Parent consent.] Neither the Company nor any of its Subsidiaries has granted, transferred, assigned, or otherwise disposed of, or entered into any license, sublicense, covenant not to sue, or similar arrangement with respect to, any material intellectual Property of the Company or its Subsidiaries outside the ordinary course of business consistent with past practice without the prior written consent of Parent, except as expressly permitted by Section [__] of the Merger Agreement.
(f) No-Shop Compliance. [Confirm compliance with no-shop provision, including proper handling of any unsolicited acquisition proposals.] The Company has complied in all material respects with the provisions of Section [] of the Merger Agreement (the "No-Shop Provision"), including the obligation to (i) immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than Parent and Merger Sub) with respect to any Acquisition Proposal, (ii) not solicit, initiate, or knowingly facilitate or knowingly encourage any inquiries, proposals, or offers that constitute or would reasonably be expected to lead to any Acquisition Proposal, (iii) promptly notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal, and (iv) provide Parent with the information required to be provided pursuant to Section [] of the Merger Agreement in connection therewith. [If the Company received any unsolicited Acquisition Proposals during the interim period, describe the handling thereof and confirm compliance with the procedures set forth in the Merger Agreement, including any "fiduciary out" or "matching rights" provisions.]
(g) Change of Control Notices and Consents. [Confirm delivery of required notices and pursuit of required consents under change of control provisions in material contracts.] The Company has delivered all notices required to be delivered under the change of control provisions in the material contracts and enterprise license agreements identified on Schedule [] of the Company Disclosure Schedules and has used commercially reasonable efforts to obtain all consents required to be obtained under such provisions prior to or in connection with the Closing, in each case in accordance with Section [] of the Merger Agreement.
Section 4: Certification Regarding Closing Conditions
4.1 No Legal Impediment
The undersigned hereby certifies that, as of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order, judgment, or decree issued by any court of competent jurisdiction or any governmental authority of competent jurisdiction, and no law, statute, rule, regulation, executive order, or decree enacted, issued, promulgated, enforced, or entered by any governmental authority, shall be in effect that prevents, restrains, enjoins, or prohibits the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or that makes the consummation of the Merger or any such other transactions illegal or otherwise prohibited.
4.2 Regulatory Approvals
The undersigned hereby certifies that all required regulatory approvals and all applicable waiting period expirations or terminations that are conditions to the obligations of the parties to consummate the Closing pursuant to Section [__] of the Merger Agreement have been obtained, received, or occurred, as applicable, including without limitation:
[List all applicable regulatory conditions as set forth in the conditions to closing article of the Merger Agreement. The following are included for reference:]
(a) HSR Act. [Confirm HSR Act waiting period expiry or early termination.] The applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated (Transaction No. HSR-20250328-4192).
(b) CFIUS. [Confirm CFIUS clearance or conclusion of review.] The Committee on Foreign Investment in the United States ("CFIUS") shall have (i) issued written notification that it has completed a review or investigation of the transactions contemplated by the Merger Agreement and determined that there are no unresolved national security concerns with respect to such transactions, (ii) issued written notification that CFIUS has concluded all action with respect to any notice filed pursuant to Section 721 of the Defense Production Act of 1950, as amended, or (iii) the applicable review period under the CFIUS regulations shall have lapsed without any action by CFIUS (Tracking No. CFIUS-2025-0087).
(c) Swiss Competition / SECO. [Confirm Swiss competition/SECO clearance.] All required approvals, clearances, or non-objection determinations from the Swiss Competition Commission (COMCO) and/or the State Secretariat for Economic Affairs (SECO) of the Swiss Confederation shall have been obtained, or the applicable review period shall have lapsed without any objection (File No. 32-0973).
(d) Bundeskartellamt. [Confirm Bundeskartellamt clearance.] The German Federal Cartel Office (Bundeskartellamt) shall have cleared the transactions contemplated by the Merger Agreement, or the applicable review period under the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) shall have expired without any prohibition (File No. B6-34/25).
(e) EU Foreign Subsidies Regulation. [Confirm EU FSR clearance.] The European Commission shall have (i) issued a decision finding that there are no grounds for prohibiting the concentration under Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (the "Foreign Subsidies Regulation"), (ii) approved the concentration (with or without conditions or obligations), or (iii) the applicable review period under the Foreign Subsidies Regulation shall have expired without the European Commission having issued a prohibition decision (Case No. FSR.M.2025-0412).
(f) Other Regulatory Approvals. [Insert any additional regulatory approvals required under the Merger Agreement, if applicable.]
4.3 Third-Party Consents
The undersigned hereby certifies that all material third-party consents, waivers, authorizations, and approvals required to be obtained by the Company prior to the Closing as a condition to the obligations of Parent and Merger Sub to consummate the Closing pursuant to Section [__] of the Merger Agreement have been obtained in writing and remain in full force and effect as of the Closing Date.
[Reference applicable schedule of required consents. The material third-party consents required as closing conditions should include, without limitation, change of control consents under the material commercial contracts and enterprise license agreements identified on Schedule [__] of the Company Disclosure Schedules. Confirm against the final schedule of required consents and the condition set forth in Section [__] of the Merger Agreement.]
Section 5: Certification Regarding Other Closing Deliverables
5.1 Concurrent Deliverables
The undersigned hereby confirms that the Company is concurrently delivering (or has heretofore delivered) to Parent and Merger Sub at or prior to the Closing the following documents and items, in each case in form and substance reasonably satisfactory to Parent and as required by Section [__] of the Merger Agreement:
(a) [Secretary's Certificate of the Company, certifying (i) true, correct, and complete copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as in effect as of the Closing Date, (ii) the incumbency and specimen signatures of the officers of the Company executing the Merger Agreement, this Certificate, and each other document delivered on behalf of the Company at the Closing, and (iii) certified copies of the resolutions of the Board of Directors of the Company (and, if applicable, the stockholders of the Company) authorizing the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.]
(b) [FIRPTA Certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3), in the form required by Section [__] of the Merger Agreement, certifying that the Company is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the notice to the Internal Revenue Service required by Treasury Regulations Section 1.897-2(h)(2).]
(c) [Good standing certificates (or certificates of existence or equivalent certificates) for the Company issued by the Secretary of State of the State of Delaware and by the appropriate governmental authority in each other jurisdiction in which the Company is qualified to do business as a foreign corporation, in each case dated not more than five (5) business days prior to the Closing Date.]
(d) [Payoff letters, in form and substance reasonably satisfactory to Parent, from each holder of Indebtedness of the Company and its Subsidiaries being repaid at the Closing, together with authorization to file UCC-3 termination statements and all other instruments necessary to release and terminate all Liens securing such Indebtedness, in each case effective upon the payment of the amounts set forth in such payoff letters.]
(e) [Evidence of termination, in form and substance reasonably satisfactory to Parent, of any existing stockholders agreements, registration rights agreements, voting agreements, investor rights agreements, or similar agreements among the Company and its stockholders, in each case effective as of the Closing.]
(f) [Written resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries identified by Parent in writing not less than five (5) business days prior to the Closing Date, together with a general release of claims in form and substance reasonably satisfactory to Parent.]
(g) [Other deliverables as specified in Section [__] of the Merger Agreement, including without limitation: (i) evidence of the termination of any existing intercompany agreements or related-party transactions as required by the Merger Agreement; (ii) any consents, estoppels, or similar documents required to be obtained by the Company with respect to real property leases or other material agreements; and (iii) such other certificates, instruments, and documents as Parent may reasonably request in connection with the Closing.]
Section 6: No Proceedings
The undersigned hereby certifies that, as of the Closing Date, no action, suit, investigation, or proceeding is pending or, to the knowledge of the undersigned officer (after due inquiry as described in Section 7 below), threatened in writing against the Company or any of its Subsidiaries before any court, arbitrator, governmental authority, or regulatory body that:
(a) challenges or seeks to restrain, enjoin, delay, or prohibit the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, or seeks monetary damages or other relief in connection with the Merger or such other transactions; or
(b) would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.
Section 7: Knowledge and Authority Qualifications
7.1 The certifications set forth in this Certificate are made to the knowledge of the undersigned officer, after due and reasonable inquiry of appropriate officers and employees of the Company and its Subsidiaries. In connection with the preparation and delivery of this Certificate, the undersigned has specifically consulted with, and made inquiry of, the following officers and senior employees of the Company and its key Subsidiaries:
[Insert names and titles of officers consulted — the following are provided for reference:]
(a) [____], Chief Executive Officer of the Company;
(b) [____], Chief Financial Officer of the Company;
(c) [____], General Counsel of the Company;
(d) [____], Chief Operating Officer of the Company;
(e) [____], Chief Technology Officer of the Company; and
(f) [____], [Other senior officers of the Company and its key Subsidiaries, as appropriate].
7.2 For purposes of this Certificate, "knowledge" shall have the meaning ascribed to such term in Section [__] of the Merger Agreement, and shall include the actual knowledge of the persons identified in Section 7.1 above, after reasonable inquiry by such persons of their direct reports and other employees who would reasonably be expected to have knowledge of the matters certified herein.
7.3 The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and the Board of Directors of the Company has approved the execution and delivery of this Certificate in connection with the Closing.
Section 8: Reliance; No Personal Liability
8.1 This Certificate is being delivered solely for the purpose of satisfying the condition to the obligations of Parent and Merger Sub to consummate the Closing set forth in Section [__] of the Merger Agreement and solely for the benefit of Parent and Merger Sub in connection therewith. This Certificate may not be relied upon by any other person for any purpose, and no other person shall be entitled to assert any claim or right pursuant to, or on the basis of, this Certificate.
8.2 The undersigned is signing this Certificate solely in his or her capacity as an authorized officer of the Company and not in any individual capacity. The undersigned shall have no personal liability whatsoever with respect to the certifications, representations, or statements made in this Certificate. Nothing contained in this Certificate shall be deemed to expand or modify the rights and remedies of Parent and Merger Sub under the Merger Agreement or to create any rights or remedies not otherwise provided for in the Merger Agreement.
8.3 Notwithstanding anything to the contrary herein, the liability of the Company (and its successors and assigns, including the Surviving Corporation) with respect to the certifications set forth in this Certificate shall be governed solely by, and subject to the limitations and procedures set forth in, the Merger Agreement, including, without limitation, any limitations on indemnification, survival periods, baskets, deductibles, caps, and other limitations on recovery set forth therein.
Section 9: Governing Law
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section [__] of the Merger Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [__], 2025.
LUMINEX SYSTEMS HOLDINGS INC.
By: ________
Name: [Insert name of authorized officer]
Title: [Insert title — e.g., Chief Executive Officer / Chief Financial Officer]
APPENDIX A
Schedule of Exceptions
[Attach, if required by the Merger Agreement, a schedule listing any exceptions, qualifications, or updates to the representations and warranties or covenants being certified herein. If no exceptions are required or applicable, insert the following:]
None.
APPENDIX B
Supplemental Disclosure Schedules
[Attach any supplemental disclosure schedules updated through the Closing Date, if permitted or required under the Merger Agreement. If no supplemental disclosure schedules are required or applicable, insert the following:]
None.
DRAFTING NOTES
(Internal — To Be Removed from Final Execution Version)
The following notes are included solely for the use of the drafting team and must be removed from any version of this Certificate circulated to the Company or delivered at Closing:
1.  Section References. The specific section references denoted by "[__]" throughout this Certificate must be conformed to the final executed version of the Agreement and Plan of Merger dated March 24, 2025. Cross-references should be verified by the lead associate against the final execution version of the Merger Agreement prior to any pre-closing distribution.
2.  Bring-Down Standards. The bring-down standards employed in Section 2 of this Certificate (i.e., "true and correct in all respects" for materiality-qualified representations, "true and correct in all material respects" for non-qualified general representations, and "true and correct in all respects (other than de minimis inaccuracies)" for Fundamental Representations) must match exactly the standards set forth in the conditions-to-closing article of the Merger Agreement. Any discrepancy between this Certificate and the Merger Agreement closing conditions must be resolved before this Certificate is circulated.
3.  Fundamental Representations. The list of Fundamental Representations set forth in Section 2.3 of this Certificate must be confirmed against the definitions article of the Merger Agreement. Any changes to the definition of "Fundamental Representations" negotiated after the date of the initial drafting of this form must be reflected herein.
4.  Regulatory Approvals. The list of required regulatory approvals set forth in Section 4.2 of this Certificate must be confirmed against the conditions-to-closing article of the Merger Agreement and the regulatory timetable tracker maintained by the deal team. Tracking numbers and file numbers should be verified with outside regulatory counsel prior to closing.
5.  Seller's Counsel Review. This form is to be reviewed by Caldwell, Raines & Sheppard LLP (Patricia Okonkwo / Daniel Feinberg) as seller's counsel prior to execution. Any comments received from seller's counsel should be coordinated with the responsible partner before finalizing.
6.  Certifying Officer. The certifying officer should be confirmed with the Company prior to Closing. The Company has indicated that the certifying officer will typically be the CEO (Dr. Stefan Kessler) or CFO (Annelise Gruber) of the Company. The identity of the certifying officer should be confirmed no later than three (3) business days prior to the anticipated Closing Date.
7.  Coordination with Ancillary Agreements. The delivery of this Certificate should be coordinated with the delivery of all other closing deliverables, including (a) the escrow agreement with Continental Fiduciary Trust Company (escrow amount of $140,000,000), and (b) the paying agent agreement with Atlas Shareholder Services Inc. The closing checklist maintained by the lead associate should be cross-referenced to ensure all deliverables are accounted for.
8.  Matter Information. Calderwood & Harkness Matter No. 1001-00004; Responsible Partner: James Prentice; Lead Associate: Ryan Kowalski. All time entries should be billed under the above matter number. Distribution of this document outside the deal team requires prior approval from the responsible partner.

CONFIDENTIAL TREATMENT REQUESTED

OFFICER'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.

OFFICER'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.

LUMINEX SYSTEMS HOLDINGS INC.

APPENDIX A

APPENDIX B

DRAFTING NOTES

Record

Parties

Dates

Amounts