1001-00004 · Ardent Capital Partners · Closing

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

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SECRETARY'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.

Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger

Dated as of [●], 2025

The undersigned, [____], hereby certifies that he/she is the duly elected, qualified, and acting Secretary (or Assistant Secretary) of Luminex Systems Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and in such capacity, and not in his/her individual capacity, does hereby further certify as follows in connection with the closing (the "Closing") of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 24, 2025 (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 the Company.

This Secretary's Certificate (this "Certificate") is delivered to Parent and Merger Sub pursuant to and in satisfaction of, and in accordance with, the closing conditions set forth in the Merger Agreement, including, without limitation, Section 7.02(c) thereof.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and each of the certifications, representations, and statements contained herein is made by the undersigned in his/her official capacity as Secretary (or Assistant Secretary) of the Company, and not in his/her personal or individual capacity. The undersigned has reviewed all documents, records, and instruments of the Company necessary or appropriate to make the certifications set forth herein and has made such inquiries and investigations as the undersigned has deemed necessary or appropriate in connection herewith.

Section 1: Organization and Good Standing

The undersigned hereby certifies that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated in the State of Delaware on June 14, 2021, by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on such date, and has been continuously in existence under the laws of the State of Delaware since its date of incorporation.

Attached hereto as Exhibit A is a true, correct, and complete copy of a certificate of good standing (or certificate of status) issued by the Secretary of State of the State of Delaware with respect to the Company, dated on or about the Closing Date. The undersigned certifies that the Company has not, since the date of such good standing certificate, taken any action, or failed to take any action, that would cause the Company to cease to be in good standing under the laws of the State of Delaware, including, without limitation, the failure to pay any franchise taxes or other fees due and owing to the State of Delaware.

The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation and is in good standing (or the equivalent thereof) in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties or assets requires such qualification, including, without limitation, the Commonwealth of Virginia, and that no proceeding has been instituted in any such jurisdiction revoking, limiting, or curtailing, or seeking to revoke, limit, or curtail, such power and authority or qualification.

The Company's registered agent in the State of Delaware is Capitol Corporate Services, Inc., located at 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901. The Company's Employer Identification Number (EIN) assigned by the Internal Revenue Service is [Insert].

Section 2: Certificate of Incorporation

The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended and/or restated through the date hereof (the "Charter"), as currently in full force and effect. Such Charter constitutes the entire certificate of incorporation of the Company as currently on file with the Secretary of State of the State of Delaware.

The undersigned further certifies that the Charter has not been further amended, modified, supplemented, restated, or otherwise altered in any respect since the date of the last amendment thereto attached as part of Exhibit B, and that no filing has been made or is currently pending with the Secretary of State of the State of Delaware or any other governmental authority to amend, modify, supplement, or restate the Charter (other than the filing of the Amended and Restated Certificate of Incorporation of the Surviving Corporation to be effective as of the Effective Time of the Merger, as contemplated by the Merger Agreement).

The undersigned further certifies that the Charter attached as Exhibit B is the same Certificate of Incorporation that was in full force and effect on March 24, 2025, the date of execution of the Merger Agreement, and that no amendment, modification, supplement, or restatement of the Charter has occurred or become effective between March 24, 2025 and the date hereof.

[Preparer's Instruction: Attach as Exhibit B a certified copy of the Certificate of Incorporation of the Company, as filed with and certified by the Secretary of State of the State of Delaware, including all certificates of amendment, certificates of correction, certificates of designation, and any restated certificates of incorporation filed with respect thereto.]

Section 3: Bylaws

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Company, as amended and/or restated through the date hereof (the "Bylaws"), as currently in full force and effect. Such Bylaws constitute the entire bylaws of the Company as currently adopted and in effect.

The undersigned further certifies that the Bylaws have not been further amended, modified, supplemented, restated, or otherwise altered in any respect since the date of the last amendment thereto attached as part of Exhibit C, and that no action has been taken or is currently pending by the Board of Directors or the stockholders of the Company to amend, modify, supplement, or restate the Bylaws (other than the adoption of the Amended and Restated Bylaws of the Surviving Corporation to be effective as of the Effective Time of the Merger, as contemplated by the Merger Agreement).

The undersigned further certifies that the Bylaws attached as Exhibit C were in full force and effect on March 24, 2025, the date of execution of the Merger Agreement, and that no amendment, modification, supplement, or restatement of the Bylaws has occurred or become effective between March 24, 2025 and the date hereof. The Bylaws attached as Exhibit C remain in full force and effect as of the Closing Date.

[Preparer's Instruction: Attach as Exhibit C a copy of the current Bylaws of the Company, as amended and/or restated, certified by the Secretary of the Company.]

Section 4: Board and Stockholder Resolutions

(a) Resolutions of the Board of Directors of the Company

The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company (or an authorized committee thereof) authorizing and approving, among other things, the following:

(i) the execution, delivery, and performance by the Company of the Merger Agreement and each of the ancillary agreements, instruments, certificates, and other documents to which the Company is or will become a party in connection with the transactions contemplated by the Merger Agreement (collectively, the "Transaction Documents");

(ii) the consummation of 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, pursuant to the reverse triangular merger structure set forth in the Merger Agreement;

(iii) the change of control of the Company resulting from the consummation of the Merger;

(iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL");

(v) the payment of the Per-Share Merger Consideration of $20.00 per share of common stock of the Company (other than shares held by management rollover participants, to the extent of their rollover equity contributions, and other than Excluded Shares and Dissenting Shares, as defined in the Merger Agreement) to the holders of issued and outstanding shares of common stock of the Company, in accordance with the terms and conditions of the Merger Agreement;

(vi) the entry into the Escrow Agreement with Continental Fiduciary Trust Company, as escrow agent, and the deposit of the escrow amount in accordance with the terms of the Merger Agreement and the Escrow Agreement;

(vii) the entry into the Paying Agent Agreement with Atlas Shareholder Services Inc., as paying agent, in connection with the payment of the Per-Share Merger Consideration to the stockholders of the Company;

(viii) the performance of all obligations and the satisfaction of all conditions required to be performed or satisfied by the Company under the Merger Agreement at or prior to the Closing; and

(ix) the authorization of the officers of the Company to execute and deliver, on behalf of the Company, all certificates, agreements, instruments, documents, filings, notices, and other writings necessary, desirable, or appropriate to consummate the transactions contemplated by the Merger Agreement and to take all such further actions as such officers may deem necessary, desirable, or appropriate in furtherance of the foregoing.

The undersigned further certifies that such Board Resolutions were duly adopted at a meeting of the Board of Directors of the Company duly called, convened, and held on or about [●], 2025, at which a quorum of directors was present and acting throughout the entirety of such meeting, in accordance with the Charter, the Bylaws, and the DGCL [or, alternatively, by unanimous written consent in lieu of a meeting of the Board of Directors, dated [●], 2025, in accordance with Section 141(f) of the DGCL and the Bylaws of the Company].

The undersigned further certifies that such Board Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the Closing Date, without modification or amendment of any kind. No other resolutions have been adopted by the Board of Directors of the Company (or any committee thereof) that would in any way conflict with, modify, limit, restrict, or supersede the Board Resolutions.

(b) Stockholder Approval

The undersigned hereby certifies that attached hereto as Exhibit E is a true, correct, and complete copy of the written consent(s) or resolutions (the "Stockholder Approval") duly adopted by the stockholders of the Company approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Stockholder Approval was executed and delivered by the following stockholders of the Company, representing the requisite vote and consent of the stockholders of the Company:

(i) Ridgeline Growth Equity Fund II LP, holding approximately 52% of the issued and outstanding shares of common stock of the Company;

(ii) Meridian Venture Partners IV LP, holding approximately 20% of the issued and outstanding shares of common stock of the Company; and

(iii) the management and employee stockholders of the Company, holding in the aggregate approximately 28% of the issued and outstanding shares of common stock of the Company.

[Note: Attach as Exhibit E the executed stockholder written consent(s) from the stockholders referenced above, or, if applicable, the certified minutes of a special meeting of stockholders of the Company at which the Merger Agreement and the Merger were approved and adopted.]

The undersigned further certifies that the Stockholder Approval constitutes the requisite vote or consent of the stockholders of the Company required under the DGCL, including Section 251 thereof, and under the Company's Certificate of Incorporation and Bylaws, to approve and adopt the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby.

The undersigned further certifies that such Stockholder Approval has not been amended, modified, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the Closing Date, without modification or amendment of any kind.

Section 5: Incumbency

The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their respective names below are their true and genuine signatures:

[Preparer's Instruction: Populate the foregoing incumbency table with the actual names and titles of officers of Luminex Systems Holdings Inc. who are executing documents at the Closing, including, at a minimum, the persons executing the Merger Agreement, the Officer's Certificate, the FIRPTA Certificate, the Escrow Agreement, the Paying Agent Agreement, and any other closing deliverables on behalf of the Company.]

The undersigned further certifies that each such officer identified above is duly authorized to execute and deliver, on behalf of the Company, the Merger Agreement, the Certificate of Merger, and each of the other Transaction Documents and closing deliverables to be executed and delivered by or on behalf of the Company in connection with the Closing, including, without limitation, the Officer's Certificate delivered pursuant to Section 7.02(a) of the Merger Agreement, the FIRPTA Certificate delivered pursuant to Section 7.02(d) of the Merger Agreement, and all such other certificates, agreements, instruments, and documents contemplated by the Merger Agreement.

Section 6: No Dissolution or Winding Up

The undersigned hereby certifies that no action or proceeding has been instituted, is pending, or, to the knowledge of the undersigned, has been threatened, for the dissolution, liquidation, or winding up of the Company, whether voluntarily or involuntarily, and no order, judgment, or decree has been entered by any court, governmental authority, or regulatory body directing or requiring the dissolution, winding up, or liquidation of the Company or the appointment of a receiver, trustee, custodian, or similar official for the Company or any substantial part of its property or assets.

The undersigned further certifies that no action has been taken by the Board of Directors or the stockholders of the Company to authorize or approve the dissolution, winding up, or liquidation of the Company, other than as may be contemplated in connection with the consummation of the Merger, to the extent that the Merger constitutes or results in any such action under applicable law, and no resolution or consent to such effect has been adopted, approved, or executed by the Board of Directors or the stockholders of the Company.

Section 7: No Amendments Pending

The undersigned hereby certifies that, as of the Closing Date, no amendment, modification, supplement, or restatement to the Certificate of Incorporation or the Bylaws of the Company is pending, proposed, or contemplated, and no filing with the Secretary of State of the State of Delaware or any other governmental authority with respect to any amendment to the Certificate of Incorporation of the Company is pending, other than (a) the Amended and Restated Certificate of Incorporation of the Surviving Corporation and (b) the Amended and Restated Bylaws of the Surviving Corporation, in each case to be adopted and become effective as of the Effective Time of the Merger, as contemplated by and in accordance with the terms of the Merger Agreement.

Section 8: Further Certification as to Authority

The undersigned hereby certifies that the execution and delivery by the Company of the Merger Agreement and each of the other Transaction Documents, and the consummation by the Company of the transactions contemplated thereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval and adoption of the Merger Agreement by the Board of Directors and the stockholders of the Company in accordance with the DGCL, the Charter, and the Bylaws.

The undersigned further certifies that no other corporate proceedings or actions on the part of the Company are necessary to authorize, approve, or adopt the Merger Agreement or to consummate the Merger and the other transactions contemplated by the Merger Agreement. All conditions precedent to the obligations of the Company under the Merger Agreement that relate to the corporate authorization of the transactions contemplated thereby have been satisfied.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.

________________________________________

Name: [●]

Title: Secretary [or Assistant Secretary]

Luminex Systems Holdings Inc.

COUNTER-CERTIFICATION

The undersigned, in his/her capacity as an officer of Luminex Systems Holdings Inc., a Delaware corporation (the "Company"), and not in his/her individual capacity, hereby certifies that [●] is the duly elected, qualified, and acting Secretary [or Assistant Secretary] of the Company, that the signature appearing above is his/her true and genuine signature, and that [●] is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.

________________________________________

Name: [●]

Title: [●]

Luminex Systems Holdings Inc.

LIST OF EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Good Standing Certificate (Certificate of Status) from the Secretary of State of the State of Delaware, dated on or about the Closing Date

Exhibit B — Certificate of Incorporation of the Company, as amended and/or restated (certified copy from the Secretary of State of the State of Delaware), including all certificates of amendment and certificates of designation filed with respect thereto

Exhibit C — Bylaws of the Company, as amended and/or restated, certified by the Secretary of the Company

Exhibit D — Resolutions of the Board of Directors of the Company (or authorized committee thereof) approving and authorizing the Merger Agreement and the transactions contemplated thereby

Exhibit E — Stockholder Written Consent(s) or Resolutions approving and adopting the Merger Agreement and the Merger (if applicable)

[Each Exhibit is to be attached at the time of execution and delivery of this Secretary's Certificate at Closing.]

Name	Title	Signature
[Insert Name]	Chief Executive Officer	_____
[Insert Name]	Chief Financial Officer	_____
[Insert Name]	General Counsel and Secretary	_____
[Insert Name]	[Insert Title]	_____

SECRETARY'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.
Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger
Dated as of [●], 2025
The undersigned, [____], hereby certifies that he/she is the duly elected, qualified, and acting Secretary (or Assistant Secretary) of Luminex Systems Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and in such capacity, and not in his/her individual capacity, does hereby further certify as follows in connection with the closing (the "Closing") of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 24, 2025 (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 the Company.
This Secretary's Certificate (this "Certificate") is delivered to Parent and Merger Sub pursuant to and in satisfaction of, and in accordance with, the closing conditions set forth in the Merger Agreement, including, without limitation, Section 7.02(c) thereof.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and each of the certifications, representations, and statements contained herein is made by the undersigned in his/her official capacity as Secretary (or Assistant Secretary) of the Company, and not in his/her personal or individual capacity. The undersigned has reviewed all documents, records, and instruments of the Company necessary or appropriate to make the certifications set forth herein and has made such inquiries and investigations as the undersigned has deemed necessary or appropriate in connection herewith.
Section 1: Organization and Good Standing
The undersigned hereby certifies that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated in the State of Delaware on June 14, 2021, by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on such date, and has been continuously in existence under the laws of the State of Delaware since its date of incorporation.
Attached hereto as Exhibit A is a true, correct, and complete copy of a certificate of good standing (or certificate of status) issued by the Secretary of State of the State of Delaware with respect to the Company, dated on or about the Closing Date. The undersigned certifies that the Company has not, since the date of such good standing certificate, taken any action, or failed to take any action, that would cause the Company to cease to be in good standing under the laws of the State of Delaware, including, without limitation, the failure to pay any franchise taxes or other fees due and owing to the State of Delaware.
The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation and is in good standing (or the equivalent thereof) in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties or assets requires such qualification, including, without limitation, the Commonwealth of Virginia, and that no proceeding has been instituted in any such jurisdiction revoking, limiting, or curtailing, or seeking to revoke, limit, or curtail, such power and authority or qualification.
The Company's registered agent in the State of Delaware is Capitol Corporate Services, Inc., located at 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901. The Company's Employer Identification Number (EIN) assigned by the Internal Revenue Service is [Insert].
Section 2: Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended and/or restated through the date hereof (the "Charter"), as currently in full force and effect. Such Charter constitutes the entire certificate of incorporation of the Company as currently on file with the Secretary of State of the State of Delaware.
The undersigned further certifies that the Charter has not been further amended, modified, supplemented, restated, or otherwise altered in any respect since the date of the last amendment thereto attached as part of Exhibit B, and that no filing has been made or is currently pending with the Secretary of State of the State of Delaware or any other governmental authority to amend, modify, supplement, or restate the Charter (other than the filing of the Amended and Restated Certificate of Incorporation of the Surviving Corporation to be effective as of the Effective Time of the Merger, as contemplated by the Merger Agreement).
The undersigned further certifies that the Charter attached as Exhibit B is the same Certificate of Incorporation that was in full force and effect on March 24, 2025, the date of execution of the Merger Agreement, and that no amendment, modification, supplement, or restatement of the Charter has occurred or become effective between March 24, 2025 and the date hereof.
[Preparer's Instruction: Attach as Exhibit B a certified copy of the Certificate of Incorporation of the Company, as filed with and certified by the Secretary of State of the State of Delaware, including all certificates of amendment, certificates of correction, certificates of designation, and any restated certificates of incorporation filed with respect thereto.]
Section 3: Bylaws
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Company, as amended and/or restated through the date hereof (the "Bylaws"), as currently in full force and effect. Such Bylaws constitute the entire bylaws of the Company as currently adopted and in effect.
The undersigned further certifies that the Bylaws have not been further amended, modified, supplemented, restated, or otherwise altered in any respect since the date of the last amendment thereto attached as part of Exhibit C, and that no action has been taken or is currently pending by the Board of Directors or the stockholders of the Company to amend, modify, supplement, or restate the Bylaws (other than the adoption of the Amended and Restated Bylaws of the Surviving Corporation to be effective as of the Effective Time of the Merger, as contemplated by the Merger Agreement).
The undersigned further certifies that the Bylaws attached as Exhibit C were in full force and effect on March 24, 2025, the date of execution of the Merger Agreement, and that no amendment, modification, supplement, or restatement of the Bylaws has occurred or become effective between March 24, 2025 and the date hereof. The Bylaws attached as Exhibit C remain in full force and effect as of the Closing Date.
[Preparer's Instruction: Attach as Exhibit C a copy of the current Bylaws of the Company, as amended and/or restated, certified by the Secretary of the Company.]
Section 4: Board and Stockholder Resolutions
(a) Resolutions of the Board of Directors of the Company
The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company (or an authorized committee thereof) authorizing and approving, among other things, the following:
(i) the execution, delivery, and performance by the Company of the Merger Agreement and each of the ancillary agreements, instruments, certificates, and other documents to which the Company is or will become a party in connection with the transactions contemplated by the Merger Agreement (collectively, the "Transaction Documents");
(ii) the consummation of 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, pursuant to the reverse triangular merger structure set forth in the Merger Agreement;
(iii) the change of control of the Company resulting from the consummation of the Merger;
(iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL");
(v) the payment of the Per-Share Merger Consideration of $20.00 per share of common stock of the Company (other than shares held by management rollover participants, to the extent of their rollover equity contributions, and other than Excluded Shares and Dissenting Shares, as defined in the Merger Agreement) to the holders of issued and outstanding shares of common stock of the Company, in accordance with the terms and conditions of the Merger Agreement;
(vi) the entry into the Escrow Agreement with Continental Fiduciary Trust Company, as escrow agent, and the deposit of the escrow amount in accordance with the terms of the Merger Agreement and the Escrow Agreement;
(vii) the entry into the Paying Agent Agreement with Atlas Shareholder Services Inc., as paying agent, in connection with the payment of the Per-Share Merger Consideration to the stockholders of the Company;
(viii) the performance of all obligations and the satisfaction of all conditions required to be performed or satisfied by the Company under the Merger Agreement at or prior to the Closing; and
(ix) the authorization of the officers of the Company to execute and deliver, on behalf of the Company, all certificates, agreements, instruments, documents, filings, notices, and other writings necessary, desirable, or appropriate to consummate the transactions contemplated by the Merger Agreement and to take all such further actions as such officers may deem necessary, desirable, or appropriate in furtherance of the foregoing.
The undersigned further certifies that such Board Resolutions were duly adopted at a meeting of the Board of Directors of the Company duly called, convened, and held on or about [●], 2025, at which a quorum of directors was present and acting throughout the entirety of such meeting, in accordance with the Charter, the Bylaws, and the DGCL [or, alternatively, by unanimous written consent in lieu of a meeting of the Board of Directors, dated [●], 2025, in accordance with Section 141(f) of the DGCL and the Bylaws of the Company].
The undersigned further certifies that such Board Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the Closing Date, without modification or amendment of any kind. No other resolutions have been adopted by the Board of Directors of the Company (or any committee thereof) that would in any way conflict with, modify, limit, restrict, or supersede the Board Resolutions.
(b) Stockholder Approval
The undersigned hereby certifies that attached hereto as Exhibit E is a true, correct, and complete copy of the written consent(s) or resolutions (the "Stockholder Approval") duly adopted by the stockholders of the Company approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger.
The Stockholder Approval was executed and delivered by the following stockholders of the Company, representing the requisite vote and consent of the stockholders of the Company:
(i) Ridgeline Growth Equity Fund II LP, holding approximately 52% of the issued and outstanding shares of common stock of the Company;
(ii) Meridian Venture Partners IV LP, holding approximately 20% of the issued and outstanding shares of common stock of the Company; and
(iii) the management and employee stockholders of the Company, holding in the aggregate approximately 28% of the issued and outstanding shares of common stock of the Company.
[Note: Attach as Exhibit E the executed stockholder written consent(s) from the stockholders referenced above, or, if applicable, the certified minutes of a special meeting of stockholders of the Company at which the Merger Agreement and the Merger were approved and adopted.]
The undersigned further certifies that the Stockholder Approval constitutes the requisite vote or consent of the stockholders of the Company required under the DGCL, including Section 251 thereof, and under the Company's Certificate of Incorporation and Bylaws, to approve and adopt the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby.
The undersigned further certifies that such Stockholder Approval has not been amended, modified, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the Closing Date, without modification or amendment of any kind.
Section 5: Incumbency
The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their respective names below are their true and genuine signatures:
[Preparer's Instruction: Populate the foregoing incumbency table with the actual names and titles of officers of Luminex Systems Holdings Inc. who are executing documents at the Closing, including, at a minimum, the persons executing the Merger Agreement, the Officer's Certificate, the FIRPTA Certificate, the Escrow Agreement, the Paying Agent Agreement, and any other closing deliverables on behalf of the Company.]
The undersigned further certifies that each such officer identified above is duly authorized to execute and deliver, on behalf of the Company, the Merger Agreement, the Certificate of Merger, and each of the other Transaction Documents and closing deliverables to be executed and delivered by or on behalf of the Company in connection with the Closing, including, without limitation, the Officer's Certificate delivered pursuant to Section 7.02(a) of the Merger Agreement, the FIRPTA Certificate delivered pursuant to Section 7.02(d) of the Merger Agreement, and all such other certificates, agreements, instruments, and documents contemplated by the Merger Agreement.
Section 6: No Dissolution or Winding Up
The undersigned hereby certifies that no action or proceeding has been instituted, is pending, or, to the knowledge of the undersigned, has been threatened, for the dissolution, liquidation, or winding up of the Company, whether voluntarily or involuntarily, and no order, judgment, or decree has been entered by any court, governmental authority, or regulatory body directing or requiring the dissolution, winding up, or liquidation of the Company or the appointment of a receiver, trustee, custodian, or similar official for the Company or any substantial part of its property or assets.
The undersigned further certifies that no action has been taken by the Board of Directors or the stockholders of the Company to authorize or approve the dissolution, winding up, or liquidation of the Company, other than as may be contemplated in connection with the consummation of the Merger, to the extent that the Merger constitutes or results in any such action under applicable law, and no resolution or consent to such effect has been adopted, approved, or executed by the Board of Directors or the stockholders of the Company.
Section 7: No Amendments Pending
The undersigned hereby certifies that, as of the Closing Date, no amendment, modification, supplement, or restatement to the Certificate of Incorporation or the Bylaws of the Company is pending, proposed, or contemplated, and no filing with the Secretary of State of the State of Delaware or any other governmental authority with respect to any amendment to the Certificate of Incorporation of the Company is pending, other than (a) the Amended and Restated Certificate of Incorporation of the Surviving Corporation and (b) the Amended and Restated Bylaws of the Surviving Corporation, in each case to be adopted and become effective as of the Effective Time of the Merger, as contemplated by and in accordance with the terms of the Merger Agreement.
Section 8: Further Certification as to Authority
The undersigned hereby certifies that the execution and delivery by the Company of the Merger Agreement and each of the other Transaction Documents, and the consummation by the Company of the transactions contemplated thereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval and adoption of the Merger Agreement by the Board of Directors and the stockholders of the Company in accordance with the DGCL, the Charter, and the Bylaws.
The undersigned further certifies that no other corporate proceedings or actions on the part of the Company are necessary to authorize, approve, or adopt the Merger Agreement or to consummate the Merger and the other transactions contemplated by the Merger Agreement. All conditions precedent to the obligations of the Company under the Merger Agreement that relate to the corporate authorization of the transactions contemplated thereby have been satisfied.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
________________________________________
Name: [●]
Title: Secretary [or Assistant Secretary]
Luminex Systems Holdings Inc.
COUNTER-CERTIFICATION
The undersigned, in his/her capacity as an officer of Luminex Systems Holdings Inc., a Delaware corporation (the "Company"), and not in his/her individual capacity, hereby certifies that [●] is the duly elected, qualified, and acting Secretary [or Assistant Secretary] of the Company, that the signature appearing above is his/her true and genuine signature, and that [●] is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.
________________________________________
Name: [●]
Title: [●]
Luminex Systems Holdings Inc.
LIST OF EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Good Standing Certificate (Certificate of Status) from the Secretary of State of the State of Delaware, dated on or about the Closing Date
Exhibit B — Certificate of Incorporation of the Company, as amended and/or restated (certified copy from the Secretary of State of the State of Delaware), including all certificates of amendment and certificates of designation filed with respect thereto
Exhibit C — Bylaws of the Company, as amended and/or restated, certified by the Secretary of the Company
Exhibit D — Resolutions of the Board of Directors of the Company (or authorized committee thereof) approving and authorizing the Merger Agreement and the transactions contemplated thereby
Exhibit E — Stockholder Written Consent(s) or Resolutions approving and adopting the Merger Agreement and the Merger (if applicable)
[Each Exhibit is to be attached at the time of execution and delivery of this Secretary's Certificate at Closing.]
Name | Title | Signature
[Insert Name] | Chief Executive Officer | _____
[Insert Name] | Chief Financial Officer | _____
[Insert Name] | General Counsel and Secretary | _____
[Insert Name] | [Insert Title] | _____

SECRETARY'S CERTIFICATE OF LUMINEX SYSTEMS HOLDINGS INC.

COUNTER-CERTIFICATION

LIST OF EXHIBITS

Record

Parties

Dates

Amounts