CERTIFICATE OF MERGER
of
ARDENT APEX MERGER SUB INC.
(a Delaware corporation)
with and into
LUMINEX SYSTEMS HOLDINGS INC.
(a Delaware corporation)
Pursuant to Section 251 of the General Corporation Law of the State of Delaware
[DRAFT — FOR FILING WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE]
CERTIFICATE OF MERGER
The undersigned corporation, Luminex Systems Holdings Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows in connection with the merger (the "Merger") of Ardent Apex Merger Sub Inc., a Delaware corporation, with and into Luminex Systems Holdings Inc., a Delaware corporation:
WHEREAS, 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"), have entered into that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as such agreement may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub shall be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the Company, in its capacity as the surviving corporation in the Merger, is sometimes referred to herein as the "Surviving Corporation"); and
WHEREAS, the Merger Agreement provides for the merger of Merger Sub with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL;
NOW, THEREFORE, the undersigned corporation does hereby certify:
FIRST
The names of the constituent corporations to the Merger are as follows:
(a) Ardent Apex Merger Sub Inc., a corporation incorporated under the laws of the State of Delaware; and
(b) Luminex Systems Holdings Inc., a corporation incorporated under the laws of the State of Delaware.
The name of the corporation surviving the Merger is Luminex Systems Holdings Inc. (hereinafter sometimes referred to as the "Surviving Corporation"). Both constituent corporations are incorporated under the laws of the State of Delaware. The Merger shall be effected pursuant to Section 251 of the DGCL.
SECOND
The Merger Agreement has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations to the Merger in accordance with the requirements of Section 251 of the DGCL.
(a) Ardent Apex Merger Sub Inc. Merger Sub was incorporated on March 7, 2025, under the laws of the State of Delaware. The board of directors of Merger Sub duly adopted resolutions approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger, declaring the Merger Agreement and the Merger to be advisable, fair to, and in the best interests of Merger Sub and its sole stockholder, and recommending that the sole stockholder of Merger Sub approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. Thereafter, the sole stockholder of Merger Sub, Parent, approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, by written consent in lieu of a meeting of stockholders in accordance with Sections 228 and 251 of the DGCL. The board of directors of Merger Sub authorized the Merger Agreement by written consent in lieu of a meeting of the board of directors in accordance with Section 141(f) of the DGCL. Accordingly, the Merger Agreement was duly authorized, approved, and adopted by the board of directors and the sole stockholder of Merger Sub in accordance with Sections 141(f), 228, and 251 of the DGCL.
(b) Luminex Systems Holdings Inc. The Company was incorporated on June 14, 2021, under the laws of the State of Delaware. The board of directors of the Company duly adopted resolutions approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger, declaring the Merger Agreement and the Merger to be advisable, fair to, and in the best interests of the Company and its stockholders, and recommending that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at a duly called and held meeting (or, if applicable, by written consent in lieu of a meeting) of the stockholders of the Company. The stockholders of the Company thereafter duly approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with Section 251 of the DGCL and the certificate of incorporation and bylaws of the Company. Accordingly, the Merger Agreement was duly authorized, approved, and adopted by the board of directors and the stockholders of the Company in accordance with Section 251 of the DGCL.
THIRD
The name and jurisdiction of the Surviving Corporation are as follows:
Name: Luminex Systems Holdings Inc.
Jurisdiction of Incorporation: State of Delaware
Delaware File Number: [Insert Delaware File Number for Luminex Systems Holdings Inc.]
Federal Employer Identification Number (EIN): 86-2547193
Registered Agent in Delaware: Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901
The Surviving Corporation is, and shall continue to be, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware.
FOURTH
The certificate of incorporation of Luminex Systems Holdings Inc., as in effect immediately prior to the Effective Time (as defined below), shall be amended and restated in its entirety as of the Effective Time in the form attached hereto as Exhibit A, which is incorporated herein by reference and made a part hereof. As so amended and restated, the Amended and Restated Certificate of Incorporation of Luminex Systems Holdings Inc., in the form attached hereto as Exhibit A, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time, until thereafter amended in accordance with the provisions thereof, the DGCL, and the Merger Agreement.
FIFTH
An executed counterpart of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:
Luminex Systems Holdings Inc. 2100 Reston Gateway Drive, Suite 800 Reston, Virginia 20191
A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation that is a party to the Merger Agreement. Any such request may be directed in writing to the Surviving Corporation at the address set forth above, Attention: General Counsel, or by such other means as may be designated by the Surviving Corporation from time to time.
SIXTH
This Certificate of Merger shall become effective upon [filing with the Secretary of State of the State of Delaware] [or, at such time and date as specified herein: __: .m. Eastern Time on ____, 2025] (the time at which this Certificate of Merger becomes effective, the "Effective Time").
[Note to Draft: The specific effective time and date are to be determined at or prior to the closing of the Merger, which is anticipated to occur during the third quarter of 2025 (July–August 2025). If delayed effectiveness is desired, the appropriate date and time should be inserted in the bracketed language above in lieu of effectiveness upon filing. If the Certificate of Merger is to become effective upon filing, the alternative bracketed language regarding a specified date and time should be deleted.]
SEVENTH
At the Effective Time, and in accordance with the terms and conditions of the Merger Agreement and this Certificate of Merger, Ardent Apex Merger Sub Inc. shall be merged with and into Luminex Systems Holdings Inc., and the separate existence of Ardent Apex Merger Sub Inc. shall thereupon cease. Luminex Systems Holdings Inc. shall be the Surviving Corporation and shall continue its corporate existence under the laws of the State of Delaware.
At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers, immunities, and franchises, of a public as well as of a private nature, of each of the constituent corporations, and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the constituent corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed. The title to any real property, or any interest therein, vested in any of the constituent corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the constituent corporations, and any claim existing or action or proceeding pending by or against either of the constituent corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of either of the constituent corporations shall be impaired by the Merger, all as provided in Section 259 of the DGCL.
Upon the Effective Time, the Surviving Corporation shall be a wholly owned subsidiary of Ardent Apex Holdings Inc., a Delaware corporation.
IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be executed by its duly authorized officer on this __ day of ____, 2025.
LUMINEX SYSTEMS HOLDINGS INC.
By: ________
Name: [Insert Name of Authorized Officer]
Title: [Insert Title of Authorized Officer]
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LUMINEX SYSTEMS HOLDINGS INC.
(As Adopted Effective as of the Effective Time of the Merger)
[Exhibit A to be attached at time of filing — form of Amended and Restated Certificate of Incorporation of Luminex Systems Holdings Inc. reflecting Ardent Apex Holdings Inc. as sole stockholder, adopted effective as of the Effective Time of the Merger.]
See attached Amended and Restated Certificate of Incorporation of Luminex Systems Holdings Inc. (separate document: surviving-corp-certificate-of-incorporation.docx).