SECRETARY'S CERTIFICATE OF ARDENT APEX MERGER SUB INC.
Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
INTRODUCTORY CERTIFICATE
I, the undersigned, hereby certify that I am the duly elected, qualified, and acting Secretary of Ardent Apex Merger Sub Inc., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub"), with Employer Identification Number 93-2178502. This Secretary's Certificate is being delivered pursuant to Section 7.02(c) of the Merger Agreement in connection with the closing (the "Closing") of the transactions contemplated thereby. I am authorized to execute and deliver this certificate on behalf of Merger Sub, and I do hereby certify, on behalf of Merger Sub and not in my individual capacity, as follows:
Dated as of ___, 2025
1. Organization and Good Standing
I hereby certify that Merger Sub was duly incorporated under the General Corporation Law of the State of Delaware (the "DGCL") on March 7, 2025. Merger Sub is validly existing and in good standing under the laws of the State of Delaware as of the date hereof. Attached hereto as Exhibit E is a true, correct, and complete copy of the certificate of good standing of Merger Sub issued by the Secretary of State of the State of Delaware, dated not earlier than five (5) business days prior to the Closing Date, confirming that Merger Sub is in good standing under the laws of the State of Delaware.
The registered agent of Merger Sub in the State of Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Merger Sub has no other offices or places of business and does not conduct business in any jurisdiction other than the State of Delaware.
2. Certificate of Incorporation
I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Merger Sub (the "Charter"), as filed with the Secretary of State of the State of Delaware on March 7, 2025. The Charter has not been amended, restated, supplemented, or otherwise modified in any respect since its filing with the Secretary of State of the State of Delaware on March 7, 2025 and is in full force and effect as of the date hereof. Merger Sub was formed exclusively to effect the reverse triangular merger with Luminex Systems Holdings Inc. contemplated by the Merger Agreement, and the Charter reflects the organizational documents adopted in connection with the formation of Merger Sub for such purpose. No certificate of amendment, certificate of correction, restated certificate of incorporation, or certificate of merger has been filed with the Secretary of State of the State of Delaware with respect to Merger Sub, other than the Certificate of Merger to be filed substantially contemporaneously with the Closing.
3. Bylaws
I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Merger Sub (the "Bylaws") as currently in effect. The Bylaws were duly adopted in connection with the incorporation of Merger Sub and have not been amended, restated, supplemented, or otherwise modified in any respect since their initial adoption. The Bylaws are in full force and effect as of the date hereof, and no action has been taken or is contemplated by the Board of Directors or the sole stockholder of Merger Sub to amend, restate, supplement, or otherwise modify the Bylaws.
4. Board Resolutions
I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Merger Sub by unanimous written consent in lieu of a meeting, effective as of March 24, 2025 (the "Board Resolutions"), in accordance with Section 141(f) of the DGCL and the Bylaws of Merger Sub. The Board Resolutions, among other things, authorized the following:
(a) the approval of the Merger Agreement and the transactions contemplated thereby, 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;
(b) the approval of the form, terms, and provisions of the Merger Agreement and all exhibits and schedules thereto;
(c) the authorization of the execution, delivery, and performance by Merger Sub of the Merger Agreement and all ancillary documents, agreements, instruments, and certificates contemplated thereby or required to be delivered in connection therewith;
(d) the authorization of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL;
(e) the authorization of the officers of Merger Sub to take all actions and to execute and deliver all documents, agreements, instruments, and certificates as may be necessary, appropriate, or desirable to consummate the Merger and the other transactions contemplated by the Merger Agreement;
(f) the declaration that the Merger is advisable, fair to, and in the best interests of Merger Sub and its sole stockholder; and
(g) the recommendation that the sole stockholder of Merger Sub approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.
I further certify that the Board Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of Merger Sub, whether at a meeting or by written consent or otherwise, that would in any way conflict with, modify, supersede, or limit the Board Resolutions or the authority granted thereby.
5. Stockholder Resolutions
I hereby certify that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions duly adopted by Ardent Apex Holdings Inc., as the sole stockholder of Merger Sub, by written consent in lieu of a meeting, effective as of March 24, 2025 (the "Stockholder Resolutions"), in accordance with Section 228 of the DGCL and the Charter and Bylaws of Merger Sub. Ardent Apex Holdings Inc. is the record and beneficial owner of all of the issued and outstanding shares of capital stock of Merger Sub, and the written consent of Ardent Apex Holdings Inc. constitutes the consent of the holder of one hundred percent (100%) of the outstanding shares of capital stock of Merger Sub entitled to vote thereon.
The Stockholder Resolutions, among other things, authorized the following:
(a) the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger; and
(b) the approval of the merger of Merger Sub with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. surviving the Merger as a wholly owned subsidiary of Ardent Apex Holdings Inc.
I further certify that the Stockholder Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the sole stockholder of Merger Sub, whether by written consent or otherwise, that would in any way conflict with, modify, supersede, or limit the Stockholder Resolutions or the authority granted thereby. The written consent of Ardent Apex Holdings Inc., as sole stockholder, constitutes the requisite stockholder approval required under the DGCL and under the Certificate of Incorporation and Bylaws of Merger Sub for the approval and adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
6. Incumbency
I hereby certify that the following persons are, as of the date hereof, the duly elected or appointed, qualified, and acting officers and directors of Merger Sub, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are the true and genuine signatures of such persons. Each such person identified below has executed or is authorized to execute, on behalf of Merger Sub, the Merger Agreement, the Certificate of Merger, and any and all other documents, agreements, instruments, and certificates to be delivered on behalf of Merger Sub in connection with the Closing.
I further certify that each of the foregoing persons was duly elected or appointed to the office or offices set forth opposite his or her name in accordance with the DGCL and the Charter and Bylaws of Merger Sub, is duly qualified and acting in such capacity, and is fully authorized to execute and deliver any and all documents on behalf of Merger Sub in connection with the Merger Agreement, the Merger, and the transactions contemplated thereby. The specimen signatures set forth above are the true and genuine signatures of such persons.
7. No Dissolution or Insolvency
I hereby certify that no action or proceeding has been instituted, is pending, or, to my knowledge, has been threatened for the dissolution, liquidation, or winding up of Merger Sub, whether voluntary or involuntary. No petition in bankruptcy has been filed by or against Merger Sub under Title 11 of the United States Code or any similar state or federal statute, and no receiver, trustee, custodian, conservator, or similar officer has been appointed for Merger Sub or for any material portion of its assets or properties. Merger Sub is not insolvent within the meaning of any applicable law.
8. No Conflict
I hereby certify that, to my knowledge after due inquiry, the execution, delivery, and performance by Merger Sub of the Merger Agreement and each of the ancillary documents, agreements, instruments, and certificates to which Merger Sub is a party, and the consummation by Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement, do not and will not (a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, the Certificate of Incorporation or Bylaws of Merger Sub, in each case as currently in effect, or (b) violate any order, judgment, injunction, award, or decree of any governmental authority known to me that is binding on Merger Sub.
9. General Certifications
I hereby certify that I have made such examinations and inquiries as I have deemed necessary and appropriate to enable me to render the certifications contained herein, including a review of the Charter, the Bylaws, the Board Resolutions, the Stockholder Resolutions, and the minute book and stock records of Merger Sub.
This Secretary's Certificate may be relied upon by (i) the Company, (ii) Parent, (iii) Continental Fiduciary Trust Company, in its capacity as Escrow Agent under the Escrow Agreement entered into in connection with the Merger Agreement, (iv) Atlas Shareholder Services Inc., in its capacity as Paying Agent under the Merger Agreement, and (v) Stonebridge Credit Partners LLC, in its capacity as Administrative Agent under the Senior Secured Credit Facility entered into in connection with the financing of the transactions contemplated by the Merger Agreement, in each case in connection with the Closing and the consummation of the transactions contemplated by the Merger Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
________________________________________
Name: _______
Title: Secretary, Ardent Apex Merger Sub Inc.
COUNTER-CERTIFICATION
I, the undersigned, in my capacity as President and Director of Ardent Apex Merger Sub Inc., hereby confirm that the person whose name appears on the signature line above is the duly elected, qualified, and acting Secretary of Ardent Apex Merger Sub Inc., and that the signature set forth above is the true and genuine signature of such person. I further confirm that, to my knowledge, the certifications set forth in this Secretary's Certificate are true and correct as of the date hereof.
________________________________________
Name: _______
Title: President and Director, Ardent Apex Merger Sub Inc.
EXHIBIT A
Certificate of Incorporation of Merger Sub
[Attach true, correct, and complete copy of the Certificate of Incorporation of Ardent Apex Merger Sub Inc. as filed with the Secretary of State of the State of Delaware on March 7, 2025]
EXHIBIT B
Bylaws of Merger Sub
[Attach true, correct, and complete copy of the Bylaws of Ardent Apex Merger Sub Inc. as currently in effect]
EXHIBIT C
Board Resolutions (Unanimous Written Consent of the Board of Directors)
[Attach true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of Ardent Apex Merger Sub Inc. approving the Merger Agreement and the transactions contemplated thereby, including the Merger]
EXHIBIT D
Stockholder Resolutions (Written Consent of Sole Stockholder)
[Attach true, correct, and complete copy of the Written Consent of Ardent Apex Holdings Inc., as sole stockholder of Ardent Apex Merger Sub Inc., approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger]
EXHIBIT E
Good Standing Certificate
[Attach certificate of good standing of Ardent Apex Merger Sub Inc. issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date]
| Name | Title | Signature |
| _____ | President and Director | _____ |
| _____ | Vice President | _____ |
| _____ | Secretary | _____ |
| _____ | Treasurer | _____ |