1001-00004 · Ardent Capital Partners · Transaction Documents/Merger Agreement

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AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

LUMINEX SYSTEMS HOLDINGS INC.

(a Delaware corporation)

Pursuant to Sections 242, 245, and 251 of the General Corporation Law of the State of Delaware

This Amended and Restated Certificate of Incorporation (this "Amended and Restated Certificate of Incorporation") of Luminex Systems Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), was duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the DGCL. This Amended and Restated Certificate of Incorporation amends, restates, and supersedes in its entirety the original Certificate of Incorporation of Luminex Systems Holdings Inc. as originally filed with the Secretary of State of the State of Delaware on June 14, 2021, as heretofore amended (the "Original Certificate").

This Amended and Restated Certificate of Incorporation shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the time of such filing, the "Effective Time") in connection with the merger (the "Merger") of Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), with and into Luminex Systems Holdings Inc. (the "Corporation"), with the Corporation continuing as the surviving corporation of the Merger, pursuant to 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"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Merger Sub, and the Corporation. As of the Effective Time, the Corporation is the surviving corporation of the Merger and the separate corporate existence of Merger Sub has ceased.

The text of the Original Certificate, as heretofore amended, is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME. The name of the corporation is Luminex Systems Holdings Inc.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Corporate Services, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office of the Corporation within the State of Delaware.

ARTICLE III

PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance of, and not in limitation of, the foregoing, the Corporation shall have all of the powers conferred upon corporations organized under the DGCL and all powers necessary, suitable, or convenient to accomplish any of the purposes for which the Corporation is organized, whether or not expressly set forth in this Amended and Restated Certificate of Incorporation, to the fullest extent permitted by the DGCL as it now exists or may hereafter be amended. Without limiting the generality of the foregoing, the Corporation may, directly or indirectly, acquire, hold, manage, operate, and dispose of any and all properties, assets, businesses, and rights of every kind and description, and may enter into, perform, and carry out contracts and agreements of every kind, and do every other act or thing that is not prohibited by law or by this Amended and Restated Certificate of Incorporation.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section 4.1. Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is two thousand (2,000) shares, consisting of (i) one thousand (1,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"), and (ii) one thousand (1,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"). The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote or written consent of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, without a separate class vote of the holders of Common Stock or Preferred Stock, unless a vote of any such holders is required pursuant to the terms of any certificate of designation relating to any series of Preferred Stock. The post-Merger capitalization of the Corporation reflects that, immediately following the Effective Time, Parent (Ardent Apex Holdings Inc.) is the sole stockholder of the Corporation.

Section 4.2. Preferred Stock. The Board of Directors of the Corporation (the "Board of Directors" or the "Board") is hereby expressly authorized, without further approval of the stockholders of the Corporation (except as may be required by any certificate of designation relating to any series of Preferred Stock or by applicable law), to provide for the issuance of all or any shares of Preferred Stock in one or more series and, by filing a certificate of designation pursuant to the applicable provision of the DGCL (a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series and to fix the designations, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, and restrictions thereof, of the shares of each such series. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, without limitation, the authority to determine and fix the following:

(a) the distinctive serial designation of such series and the number of shares constituting such series, which number may be increased or decreased (but not below the number of shares of such series then outstanding) from time to time by action of the Board of Directors;

(b) the dividend rate, if any, payable on shares of such series, the date or dates from which dividends shall accrue (if any), whether dividends shall be cumulative or non-cumulative, and, if cumulative, the date or dates from which dividends on shares of such series shall be cumulative;

(c) whether the shares of such series shall be convertible into, or exchangeable for, at the option of the holder or the Corporation or upon the happening of any specified event, shares of any other class or classes of capital stock of the Corporation or any other securities, and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(d) whether the shares of such series shall be subject to redemption, and the redemption price or prices, the time or times at which, and the terms and conditions upon which, shares of such series may be redeemed, including the establishment and maintenance of any sinking fund or purchase account in connection therewith;

(e) the rights of the holders of shares of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation, which rights may vary depending on whether such dissolution or distribution is voluntary or involuntary and, if voluntary, may vary at different dates, and the amount payable on the shares of such series in the event of such dissolution or distribution;

(f) the voting rights, if any, of the holders of shares of such series, generally or with respect to specified matters, which may be less than, equal to, or greater than one vote per share and which may be applicable generally or only upon the happening and continuance of specified events; and

(g) any other powers, preferences, and relative, participating, optional, or other special rights of shares of such series, and the qualifications, limitations, or restrictions thereof, as the Board of Directors may determine.

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any series of Preferred Stock may be increased or decreased (but not below the number of shares of such series then outstanding) by the affirmative vote or written consent of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 4.3. Common Stock Rights.

(a) Voting Rights. Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of any Preferred Stock Designation, each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of any Preferred Stock Designation, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors of the Corporation and on all other matters requiring stockholder action, and no holder of any series of Preferred Stock shall be entitled to any voting powers in respect thereof, except as may be set forth in the applicable Preferred Stock Designation.

(b) Dividends. Subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property, or capital stock of the Corporation) when, as, and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor, and shall share equally on a per share basis in all such dividends and distributions. Dividends and other distributions shall not be declared or paid on shares of Common Stock unless simultaneously declared and paid on all shares of Common Stock at the time outstanding.

(c) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and after payment or provision for payment of any preferential amount due to the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation available for distribution to its stockholders in respect of their shares of Common Stock.

(d) No Preemptive Rights. No holder of shares of Common Stock shall be entitled to preemptive rights with respect to any shares of capital stock of the Corporation, whether now or hereafter authorized, or with respect to any securities convertible into or exchangeable for, or carrying any right to purchase, any shares of capital stock of the Corporation.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1. Management by Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Amended and Restated Certificate of Incorporation, or the Bylaws, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, and any Bylaws adopted by the stockholders; provided that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws had not been adopted.

Section 5.2. Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or by the sole stockholder of the Corporation. In the absence of any such resolution, the number of directors constituting the entire Board of Directors shall be as set forth in the Bylaws. As of the Effective Time, the Corporation is a wholly owned subsidiary of Ardent Apex Holdings Inc., and the Board of Directors shall be appointed and constituted in the manner determined by Parent in its capacity as sole stockholder.

Section 5.3. Election and Removal. Directors shall be elected at each annual meeting of stockholders (or by written consent of the sole stockholder in lieu thereof) by the stockholders of the Corporation entitled to vote in the election of directors. In the event that the Corporation has a sole stockholder, directors may be elected and removed at any time by written consent of such sole stockholder. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. As of the Effective Time, Ardent Apex Holdings Inc. is the sole stockholder of the Corporation and shall have the sole right to elect and remove directors of the Corporation, with or without cause.

Section 5.4. No Classified Board. The Board of Directors shall not be divided into classes. All directors shall be elected at each annual meeting of stockholders (or by written consent of the sole stockholder in lieu thereof) and shall hold office until the next succeeding annual meeting and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification, or removal. Nothing in this Section 5.4 shall prevent the Board of Directors from being reconstituted as a classified board at a future date through an amendment to this Amended and Restated Certificate of Incorporation adopted in accordance with Article IX hereof and the DGCL.

Section 5.5. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect directors and to fill vacancies in the Board of Directors relating thereto, any newly created directorship on the Board of Directors that results from an increase in the number of directors, and any vacancy occurring in the Board of Directors, whether arising from death, resignation, retirement, disqualification, removal, or any other cause, may be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors, or by the sole remaining director (and not by the stockholders, except as otherwise required by applicable law or in the event the Board of Directors consists of zero directors). In addition, any vacancy on the Board of Directors may be filled by the sole stockholder of the Corporation acting by written consent or at any meeting of stockholders called for that purpose. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of stockholders (or action by written consent in lieu thereof) and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, retirement, disqualification, or removal.

ARTICLE VI

LIMITATION OF DIRECTOR LIABILITY

Section 6.1. Elimination of Personal Liability. To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the generality of the foregoing, to the extent permitted by the DGCL, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted by the DGCL as the same exists at the time of the filing of this Amended and Restated Certificate of Incorporation or as thereafter amended.

For the avoidance of doubt, and without limitation of the foregoing sentence, this Article VI does not eliminate or limit the liability of a director:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL (relating to liability for unlawful payment of dividends, unlawful stock purchases, or unlawful stock redemptions); or

(iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of each director of the Corporation shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time, without the need for any further action by the stockholders or directors of the Corporation. Any amendment, repeal, or modification of the DGCL that has the effect of increasing director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or any failure to act, by a director prior to such amendment, repeal, or modification.

Section 6.2. Effect of Amendment. No amendment, repeal, or modification of this Article VI shall adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, or modification with respect to any act or omission occurring prior to the time of such amendment, repeal, or modification. Any person who serves or has served as a director of the Corporation shall be entitled to the benefit of this Article VI with respect to acts or omissions occurring prior to any amendment, repeal, or modification hereof, irrespective of when any claim is asserted or any proceeding is initiated.

ARTICLE VII

INDEMNIFICATION. Section 7.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), any person (an "Indemnified Person") who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise (including service with respect to any such enterprise that is a direct or indirect subsidiary of the Corporation), against all expenses (including attorneys' fees), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding.

Notwithstanding the foregoing, indemnification shall be provided in connection with a Proceeding (or part thereof) initiated by an Indemnified Person only if such Proceeding (or part thereof) was authorized by the Board of Directors or was brought to enforce such Indemnified Person's rights under this Article VII. The right to indemnification conferred by this Section 7.1 shall include, to the extent permitted by law, the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such Proceeding in advance of its final disposition as set forth in Section 7.2 hereof.

To be entitled to indemnification hereunder, an Indemnified Person must have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation. With respect to any criminal Proceeding, an Indemnified Person must have had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, shall not, of itself, create a presumption that the Indemnified Person had reasonable cause to believe that such person's conduct was unlawful.

Section 7.2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a director or officer of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article VII or otherwise. The Corporation may, as a condition to advancing expenses, require security or other assurances for such undertaking, as determined by the Board of Directors. Such advances shall be made without regard to the person's ability to repay such expenses and without regard to the person's ultimate entitlement to indemnification under this Article VII or otherwise.

Section 7.3. Indemnification of Employees and Agents. The Corporation may, by resolution of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation on such terms and conditions, and to such extent, as the Board of Directors in its sole discretion shall deem appropriate. Any such indemnification may be provided pursuant to agreement, resolution, or any other proper corporate action. The Board of Directors may authorize the Corporation to enter into individual indemnification agreements with any director, officer, employee, or agent of the Corporation, on such terms and conditions as the Board of Directors shall determine to be appropriate.

Section 7.4. Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors, insurance policy, provision of law, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or any other applicable law. Nothing contained in this Article VII shall limit the ability of the Corporation to provide indemnification and advancement of expenses to persons who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as directors, officers, employees, or agents of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by law.

Section 7.5. Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VII or under the DGCL.

In connection with the consummation of the Merger, and pursuant to the obligations set forth in the Merger Agreement, a six (6)-year "tail" directors' and officers' liability insurance policy has been procured from Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473), providing aggregate coverage of Fifty Million Dollars ($50,000,000), for the benefit of the current and former directors and officers of the Corporation with respect to claims arising out of or relating to facts, events, acts, or omissions that occurred at or prior to the Effective Time, on terms no less favorable than the directors' and officers' liability insurance maintained by the Corporation immediately prior to the Effective Time. The Corporation shall not take any action that would result in the cancellation, termination, or modification of such tail policy in a manner adverse to the beneficiaries thereof during the six (6)-year period following the Effective Time.

Section 7.6. Survival. The rights to indemnification and advancement of expenses conferred by this Article VII shall continue as to any person who has ceased to serve as a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and legal representatives of such person. No amendment, repeal, or modification of this Article VII shall diminish or adversely affect the rights of any Indemnified Person with respect to any act or omission occurring prior to the time of such amendment, repeal, or modification.

ARTICLE VIII

STOCKHOLDER ACTION. Section 8.1. Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted, and such consent or consents are delivered to the Corporation in accordance with Section 228 of the DGCL. Prompt notice of the taking of any corporate action by stockholders without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided in Section 228 of the DGCL.

As of the Effective Time, the Corporation is wholly owned by Ardent Apex Holdings Inc. and, accordingly, all stockholder actions are expected to be taken by written consent of the sole stockholder without a meeting. Any such written consent of the sole stockholder shall be filed with the minutes of the proceedings of the stockholders of the Corporation and shall have the same force and effect as a unanimous vote of all stockholders entitled to vote thereon at a duly called and constituted meeting.

Section 8.2. Special Meetings. Special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, the Chairperson of the Board of Directors (if one is so designated), or the sole stockholder. Notwithstanding the foregoing, as the Corporation is wholly owned by Ardent Apex Holdings Inc. following the Effective Time, any action to be taken at a special meeting may instead be taken by written consent of the sole stockholder in accordance with Section 8.1 hereof. Special meetings of stockholders may not be called by any other person or persons.

ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation. Any amendment, alteration, change, or repeal of this Amended and Restated Certificate of Incorporation shall require the affirmative vote or written consent of the sole stockholder of the Corporation (Ardent Apex Holdings Inc., for so long as it remains the sole stockholder, or such stockholders as are then entitled to vote thereon) and, where required under the DGCL or this Amended and Restated Certificate of Incorporation, the approval of the Board of Directors, in each case in accordance with the applicable provisions of the DGCL. Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation, and in addition to any other vote required by the DGCL, any Preferred Stock Designation, or this Amended and Restated Certificate of Incorporation, the affirmative vote or written consent of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, any provision of this Amended and Restated Certificate of Incorporation.

ARTICLE X

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred upon the Board of Directors by law, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous written consent of the Board of Directors. The Bylaws may also be adopted, amended, altered, or repealed by the affirmative vote or written consent of the sole stockholder of the Corporation (for so long as the Corporation has a sole stockholder) or, if the Corporation at any time has more than one stockholder, by the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at a duly called annual or special meeting of stockholders, or by the written consent of such stockholders in accordance with Section 228 of the DGCL. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power, nor limit the power of the stockholders, to adopt, amend, alter, or repeal the Bylaws.

ARTICLE XI

EXCLUSIVE FORUM. Section 11.1. Delaware Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware, or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following types of actions or proceedings under Delaware statutory or common law:

(a) any derivative action or proceeding brought on behalf of the Corporation;

(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or to the Corporation's stockholders;

(c) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation (including as the same may be further amended and/or restated from time to time), or the Bylaws of the Corporation (as the same may be amended and/or restated from time to time); or

(d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 11.1. For the avoidance of doubt, this Section 11.1 shall not apply to any action arising under the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder, for which the federal courts of the United States of America shall have exclusive jurisdiction.

Section 11.2. Federal Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"). Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 11.2. For the avoidance of doubt, this Section 11.2 shall not relieve compliance with any applicable state securities laws and the rules and regulations thereunder.

If any action the subject matter of which is within the scope of Section 11.1 or Section 11.2 above is filed in a court other than a court located within the State of Delaware or the federal district courts of the United States of America, as applicable (a "Foreign Action"), the person or entity asserting the claim(s) in the Foreign Action shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 11.1 or Section 11.2 above; and (y) having service of process made upon such person or entity in any such action by service upon such person's or entity's counsel in the Foreign Action as agent for such person or entity.

ARTICLE XII

CORPORATE OPPORTUNITIES. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision thereto), the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duty or contractual obligation. The Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any corporate opportunity that may be a corporate opportunity for (x) any director or officer of the Corporation, (y) Ardent Apex Holdings Inc. or any of its direct or indirect parent entities, subsidiaries, or affiliates (including, without limitation, Ardent Capital Partners III LP (the "Sponsor") and the general partners, limited partners, members, managing members, and portfolio companies thereof), or (z) any partner, member, director, officer, employee, or agent of any of the foregoing (each of the persons and entities described in clauses (x), (y), and (z), a "Covered Person").

No Covered Person shall be liable to the Corporation or to any stockholder of the Corporation for breach of any fiduciary or other duty (including, without limitation, any duty of loyalty) by reason of the fact that such Covered Person (i) pursues or acquires any corporate opportunity for such Covered Person's own account or the account of any affiliate, (ii) directs, recommends, sells, assigns, transfers, or otherwise conveys any corporate opportunity to another person or entity, or (iii) does not communicate information regarding any corporate opportunity to the Corporation. Without limiting the foregoing, no Covered Person shall have any obligation to present, communicate, or offer any business opportunity to the Corporation, even if such opportunity is one that the Corporation might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so.

This renunciation of corporate opportunity is particularly relevant in the context of the Merger and the post-Merger ownership structure of the Corporation. The Sponsor is a private equity fund that, through its affiliated entities and portfolio companies, is active across the enterprise technology sector and other industries. The Sponsor's portfolio companies include, among others, Vectis Solutions LLC, a procurement-automation software-as-a-service company, and may in the future include other entities that are, or may become, competitors of or counterparties to the Corporation or its subsidiaries. The foregoing provisions of this Article XII are intended to ensure that the Corporation, its directors and officers, Parent, the Sponsor, and their respective affiliates may freely pursue their respective business interests and opportunities without being constrained by any duty or obligation that might otherwise arise under the doctrine of corporate opportunity or any analogous legal principle.

Neither the amendment nor the repeal of this Article XII, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the Bylaws, nor any modification of law, shall eliminate or reduce the effect of this Article XII in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit, or claim that, but for this Article XII, would accrue or arise, prior to such amendment, repeal, or adoption.

ARTICLE XIII

SEVERABILITY. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any person, entity, or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph or section of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph or section of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Without limiting the generality of the foregoing, if any such provision is held to be excessively broad as to duration, scope, activity, or subject, such provision shall be construed by limiting or reducing it so as to be enforceable to the maximum extent compatible with applicable law.

ARTICLE XIV

ADOPTION STATEMENT. This Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation and by the written consent of the stockholders of the Corporation entitled to vote thereon, in each case in accordance with the applicable provisions of Sections 242, 245, and 251 of the DGCL, and is effective as of the Effective Time of the Merger. This Amended and Restated Certificate of Incorporation was adopted in connection with the Merger pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc. (as Parent), Ardent Apex Merger Sub Inc. (as Merger Sub), and Luminex Systems Holdings Inc. (as the Corporation), and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

[Remainder of this page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LUMINEX SYSTEMS HOLDINGS INC.

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be duly executed as of the date set forth below, effective as of the Effective Time.

LUMINEX SYSTEMS HOLDINGS INC. (as the surviving corporation of the Merger)

By: ________

Name: Jonathan R. Carver

Title: President and Secretary

Date: ________

FILING NOTATIONS

This Amended and Restated Certificate of Incorporation is to be filed with the Secretary of State of the State of Delaware concurrently with, or immediately following, the filing of the Certificate of Merger in connection with the Merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. as the surviving corporation.

Employer Identification Number (EIN): 86-2547193

Delaware Corporation File Reference: Luminex Systems Holdings Inc. was originally incorporated in the State of Delaware on June 14, 2021, under file number 7894523.

Merger Sub: Ardent Apex Merger Sub Inc. was incorporated in the State of Delaware solely for the purpose of effectuating the Merger and will cease to exist upon the filing of the Certificate of Merger and the effectiveness of the Merger.

Merger Agreement Reference: Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc. (Parent), Ardent Apex Merger Sub Inc. (Merger Sub), and Luminex Systems Holdings Inc. (the Corporation).

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LUMINEX SYSTEMS HOLDINGS INC.
(a Delaware corporation)
Pursuant to Sections 242, 245, and 251 of the General Corporation Law of the State of Delaware
This Amended and Restated Certificate of Incorporation (this "Amended and Restated Certificate of Incorporation") of Luminex Systems Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), was duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the DGCL. This Amended and Restated Certificate of Incorporation amends, restates, and supersedes in its entirety the original Certificate of Incorporation of Luminex Systems Holdings Inc. as originally filed with the Secretary of State of the State of Delaware on June 14, 2021, as heretofore amended (the "Original Certificate").
This Amended and Restated Certificate of Incorporation shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the time of such filing, the "Effective Time") in connection with the merger (the "Merger") of Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), with and into Luminex Systems Holdings Inc. (the "Corporation"), with the Corporation continuing as the surviving corporation of the Merger, pursuant to 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"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Merger Sub, and the Corporation. As of the Effective Time, the Corporation is the surviving corporation of the Merger and the separate corporate existence of Merger Sub has ceased.
The text of the Original Certificate, as heretofore amended, is hereby amended and restated in its entirety to read as follows:
ARTICLE I
NAME.  The name of the corporation is Luminex Systems Holdings Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Corporate Services, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office of the Corporation within the State of Delaware.
ARTICLE III
PURPOSE.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance of, and not in limitation of, the foregoing, the Corporation shall have all of the powers conferred upon corporations organized under the DGCL and all powers necessary, suitable, or convenient to accomplish any of the purposes for which the Corporation is organized, whether or not expressly set forth in this Amended and Restated Certificate of Incorporation, to the fullest extent permitted by the DGCL as it now exists or may hereafter be amended. Without limiting the generality of the foregoing, the Corporation may, directly or indirectly, acquire, hold, manage, operate, and dispose of any and all properties, assets, businesses, and rights of every kind and description, and may enter into, perform, and carry out contracts and agreements of every kind, and do every other act or thing that is not prohibited by law or by this Amended and Restated Certificate of Incorporation.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1. Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is two thousand (2,000) shares, consisting of (i) one thousand (1,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"), and (ii) one thousand (1,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"). The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote or written consent of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, without a separate class vote of the holders of Common Stock or Preferred Stock, unless a vote of any such holders is required pursuant to the terms of any certificate of designation relating to any series of Preferred Stock. The post-Merger capitalization of the Corporation reflects that, immediately following the Effective Time, Parent (Ardent Apex Holdings Inc.) is the sole stockholder of the Corporation.
Section 4.2. Preferred Stock. The Board of Directors of the Corporation (the "Board of Directors" or the "Board") is hereby expressly authorized, without further approval of the stockholders of the Corporation (except as may be required by any certificate of designation relating to any series of Preferred Stock or by applicable law), to provide for the issuance of all or any shares of Preferred Stock in one or more series and, by filing a certificate of designation pursuant to the applicable provision of the DGCL (a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series and to fix the designations, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, and restrictions thereof, of the shares of each such series. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, without limitation, the authority to determine and fix the following:
(a) the distinctive serial designation of such series and the number of shares constituting such series, which number may be increased or decreased (but not below the number of shares of such series then outstanding) from time to time by action of the Board of Directors;
(b) the dividend rate, if any, payable on shares of such series, the date or dates from which dividends shall accrue (if any), whether dividends shall be cumulative or non-cumulative, and, if cumulative, the date or dates from which dividends on shares of such series shall be cumulative;
(c) whether the shares of such series shall be convertible into, or exchangeable for, at the option of the holder or the Corporation or upon the happening of any specified event, shares of any other class or classes of capital stock of the Corporation or any other securities, and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;
(d) whether the shares of such series shall be subject to redemption, and the redemption price or prices, the time or times at which, and the terms and conditions upon which, shares of such series may be redeemed, including the establishment and maintenance of any sinking fund or purchase account in connection therewith;
(e) the rights of the holders of shares of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation, which rights may vary depending on whether such dissolution or distribution is voluntary or involuntary and, if voluntary, may vary at different dates, and the amount payable on the shares of such series in the event of such dissolution or distribution;
(f) the voting rights, if any, of the holders of shares of such series, generally or with respect to specified matters, which may be less than, equal to, or greater than one vote per share and which may be applicable generally or only upon the happening and continuance of specified events; and
(g) any other powers, preferences, and relative, participating, optional, or other special rights of shares of such series, and the qualifications, limitations, or restrictions thereof, as the Board of Directors may determine.
Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any series of Preferred Stock may be increased or decreased (but not below the number of shares of such series then outstanding) by the affirmative vote or written consent of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.
Section 4.3. Common Stock Rights.
(a) Voting Rights. Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of any Preferred Stock Designation, each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of any Preferred Stock Designation, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors of the Corporation and on all other matters requiring stockholder action, and no holder of any series of Preferred Stock shall be entitled to any voting powers in respect thereof, except as may be set forth in the applicable Preferred Stock Designation.
(b) Dividends. Subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property, or capital stock of the Corporation) when, as, and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor, and shall share equally on a per share basis in all such dividends and distributions. Dividends and other distributions shall not be declared or paid on shares of Common Stock unless simultaneously declared and paid on all shares of Common Stock at the time outstanding.
(c) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and after payment or provision for payment of any preferential amount due to the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation available for distribution to its stockholders in respect of their shares of Common Stock.
(d) No Preemptive Rights. No holder of shares of Common Stock shall be entitled to preemptive rights with respect to any shares of capital stock of the Corporation, whether now or hereafter authorized, or with respect to any securities convertible into or exchangeable for, or carrying any right to purchase, any shares of capital stock of the Corporation.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1. Management by Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Amended and Restated Certificate of Incorporation, or the Bylaws, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, and any Bylaws adopted by the stockholders; provided that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws had not been adopted.
Section 5.2. Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or by the sole stockholder of the Corporation. In the absence of any such resolution, the number of directors constituting the entire Board of Directors shall be as set forth in the Bylaws. As of the Effective Time, the Corporation is a wholly owned subsidiary of Ardent Apex Holdings Inc., and the Board of Directors shall be appointed and constituted in the manner determined by Parent in its capacity as sole stockholder.
Section 5.3. Election and Removal. Directors shall be elected at each annual meeting of stockholders (or by written consent of the sole stockholder in lieu thereof) by the stockholders of the Corporation entitled to vote in the election of directors. In the event that the Corporation has a sole stockholder, directors may be elected and removed at any time by written consent of such sole stockholder. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. As of the Effective Time, Ardent Apex Holdings Inc. is the sole stockholder of the Corporation and shall have the sole right to elect and remove directors of the Corporation, with or without cause.
Section 5.4. No Classified Board. The Board of Directors shall not be divided into classes. All directors shall be elected at each annual meeting of stockholders (or by written consent of the sole stockholder in lieu thereof) and shall hold office until the next succeeding annual meeting and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification, or removal. Nothing in this Section 5.4 shall prevent the Board of Directors from being reconstituted as a classified board at a future date through an amendment to this Amended and Restated Certificate of Incorporation adopted in accordance with Article IX hereof and the DGCL.
Section 5.5. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect directors and to fill vacancies in the Board of Directors relating thereto, any newly created directorship on the Board of Directors that results from an increase in the number of directors, and any vacancy occurring in the Board of Directors, whether arising from death, resignation, retirement, disqualification, removal, or any other cause, may be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors, or by the sole remaining director (and not by the stockholders, except as otherwise required by applicable law or in the event the Board of Directors consists of zero directors). In addition, any vacancy on the Board of Directors may be filled by the sole stockholder of the Corporation acting by written consent or at any meeting of stockholders called for that purpose. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of stockholders (or action by written consent in lieu thereof) and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, retirement, disqualification, or removal.
ARTICLE VI
LIMITATION OF DIRECTOR LIABILITY
Section 6.1. Elimination of Personal Liability. To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the generality of the foregoing, to the extent permitted by the DGCL, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted by the DGCL as the same exists at the time of the filing of this Amended and Restated Certificate of Incorporation or as thereafter amended.
For the avoidance of doubt, and without limitation of the foregoing sentence, this Article VI does not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to liability for unlawful payment of dividends, unlawful stock purchases, or unlawful stock redemptions); or
(iv) for any transaction from which the director derived an improper personal benefit.
If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of each director of the Corporation shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time, without the need for any further action by the stockholders or directors of the Corporation. Any amendment, repeal, or modification of the DGCL that has the effect of increasing director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or any failure to act, by a director prior to such amendment, repeal, or modification.
Section 6.2. Effect of Amendment. No amendment, repeal, or modification of this Article VI shall adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, or modification with respect to any act or omission occurring prior to the time of such amendment, repeal, or modification. Any person who serves or has served as a director of the Corporation shall be entitled to the benefit of this Article VI with respect to acts or omissions occurring prior to any amendment, repeal, or modification hereof, irrespective of when any claim is asserted or any proceeding is initiated.
ARTICLE VII
INDEMNIFICATION.  Section 7.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), any person (an "Indemnified Person") who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise (including service with respect to any such enterprise that is a direct or indirect subsidiary of the Corporation), against all expenses (including attorneys' fees), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding.
Notwithstanding the foregoing, indemnification shall be provided in connection with a Proceeding (or part thereof) initiated by an Indemnified Person only if such Proceeding (or part thereof) was authorized by the Board of Directors or was brought to enforce such Indemnified Person's rights under this Article VII. The right to indemnification conferred by this Section 7.1 shall include, to the extent permitted by law, the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such Proceeding in advance of its final disposition as set forth in Section 7.2 hereof.
To be entitled to indemnification hereunder, an Indemnified Person must have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation. With respect to any criminal Proceeding, an Indemnified Person must have had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, shall not, of itself, create a presumption that the Indemnified Person had reasonable cause to believe that such person's conduct was unlawful.
Section 7.2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a director or officer of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article VII or otherwise. The Corporation may, as a condition to advancing expenses, require security or other assurances for such undertaking, as determined by the Board of Directors. Such advances shall be made without regard to the person's ability to repay such expenses and without regard to the person's ultimate entitlement to indemnification under this Article VII or otherwise.
Section 7.3. Indemnification of Employees and Agents. The Corporation may, by resolution of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation on such terms and conditions, and to such extent, as the Board of Directors in its sole discretion shall deem appropriate. Any such indemnification may be provided pursuant to agreement, resolution, or any other proper corporate action. The Board of Directors may authorize the Corporation to enter into individual indemnification agreements with any director, officer, employee, or agent of the Corporation, on such terms and conditions as the Board of Directors shall determine to be appropriate.
Section 7.4. Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors, insurance policy, provision of law, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or any other applicable law. Nothing contained in this Article VII shall limit the ability of the Corporation to provide indemnification and advancement of expenses to persons who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as directors, officers, employees, or agents of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by law.
Section 7.5. Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VII or under the DGCL.
In connection with the consummation of the Merger, and pursuant to the obligations set forth in the Merger Agreement, a six (6)-year "tail" directors' and officers' liability insurance policy has been procured from Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473), providing aggregate coverage of Fifty Million Dollars ($50,000,000), for the benefit of the current and former directors and officers of the Corporation with respect to claims arising out of or relating to facts, events, acts, or omissions that occurred at or prior to the Effective Time, on terms no less favorable than the directors' and officers' liability insurance maintained by the Corporation immediately prior to the Effective Time. The Corporation shall not take any action that would result in the cancellation, termination, or modification of such tail policy in a manner adverse to the beneficiaries thereof during the six (6)-year period following the Effective Time.
Section 7.6. Survival. The rights to indemnification and advancement of expenses conferred by this Article VII shall continue as to any person who has ceased to serve as a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and legal representatives of such person. No amendment, repeal, or modification of this Article VII shall diminish or adversely affect the rights of any Indemnified Person with respect to any act or omission occurring prior to the time of such amendment, repeal, or modification.
ARTICLE VIII
STOCKHOLDER ACTION.  Section 8.1. Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted, and such consent or consents are delivered to the Corporation in accordance with Section 228 of the DGCL. Prompt notice of the taking of any corporate action by stockholders without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided in Section 228 of the DGCL.
As of the Effective Time, the Corporation is wholly owned by Ardent Apex Holdings Inc. and, accordingly, all stockholder actions are expected to be taken by written consent of the sole stockholder without a meeting. Any such written consent of the sole stockholder shall be filed with the minutes of the proceedings of the stockholders of the Corporation and shall have the same force and effect as a unanimous vote of all stockholders entitled to vote thereon at a duly called and constituted meeting.
Section 8.2. Special Meetings. Special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, the Chairperson of the Board of Directors (if one is so designated), or the sole stockholder. Notwithstanding the foregoing, as the Corporation is wholly owned by Ardent Apex Holdings Inc. following the Effective Time, any action to be taken at a special meeting may instead be taken by written consent of the sole stockholder in accordance with Section 8.1 hereof. Special meetings of stockholders may not be called by any other person or persons.
ARTICLE IX
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation. Any amendment, alteration, change, or repeal of this Amended and Restated Certificate of Incorporation shall require the affirmative vote or written consent of the sole stockholder of the Corporation (Ardent Apex Holdings Inc., for so long as it remains the sole stockholder, or such stockholders as are then entitled to vote thereon) and, where required under the DGCL or this Amended and Restated Certificate of Incorporation, the approval of the Board of Directors, in each case in accordance with the applicable provisions of the DGCL. Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation, and in addition to any other vote required by the DGCL, any Preferred Stock Designation, or this Amended and Restated Certificate of Incorporation, the affirmative vote or written consent of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, any provision of this Amended and Restated Certificate of Incorporation.
ARTICLE X
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred upon the Board of Directors by law, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous written consent of the Board of Directors. The Bylaws may also be adopted, amended, altered, or repealed by the affirmative vote or written consent of the sole stockholder of the Corporation (for so long as the Corporation has a sole stockholder) or, if the Corporation at any time has more than one stockholder, by the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at a duly called annual or special meeting of stockholders, or by the written consent of such stockholders in accordance with Section 228 of the DGCL. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power, nor limit the power of the stockholders, to adopt, amend, alter, or repeal the Bylaws.
ARTICLE XI
EXCLUSIVE FORUM.  Section 11.1. Delaware Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware, or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following types of actions or proceedings under Delaware statutory or common law:
(a) any derivative action or proceeding brought on behalf of the Corporation;
(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or to the Corporation's stockholders;
(c) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation (including as the same may be further amended and/or restated from time to time), or the Bylaws of the Corporation (as the same may be amended and/or restated from time to time); or
(d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 11.1. For the avoidance of doubt, this Section 11.1 shall not apply to any action arising under the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder, for which the federal courts of the United States of America shall have exclusive jurisdiction.
Section 11.2. Federal Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"). Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 11.2. For the avoidance of doubt, this Section 11.2 shall not relieve compliance with any applicable state securities laws and the rules and regulations thereunder.
If any action the subject matter of which is within the scope of Section 11.1 or Section 11.2 above is filed in a court other than a court located within the State of Delaware or the federal district courts of the United States of America, as applicable (a "Foreign Action"), the person or entity asserting the claim(s) in the Foreign Action shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 11.1 or Section 11.2 above; and (y) having service of process made upon such person or entity in any such action by service upon such person's or entity's counsel in the Foreign Action as agent for such person or entity.
ARTICLE XII
CORPORATE OPPORTUNITIES.  To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision thereto), the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duty or contractual obligation. The Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any corporate opportunity that may be a corporate opportunity for (x) any director or officer of the Corporation, (y) Ardent Apex Holdings Inc. or any of its direct or indirect parent entities, subsidiaries, or affiliates (including, without limitation, Ardent Capital Partners III LP (the "Sponsor") and the general partners, limited partners, members, managing members, and portfolio companies thereof), or (z) any partner, member, director, officer, employee, or agent of any of the foregoing (each of the persons and entities described in clauses (x), (y), and (z), a "Covered Person").
No Covered Person shall be liable to the Corporation or to any stockholder of the Corporation for breach of any fiduciary or other duty (including, without limitation, any duty of loyalty) by reason of the fact that such Covered Person (i) pursues or acquires any corporate opportunity for such Covered Person's own account or the account of any affiliate, (ii) directs, recommends, sells, assigns, transfers, or otherwise conveys any corporate opportunity to another person or entity, or (iii) does not communicate information regarding any corporate opportunity to the Corporation. Without limiting the foregoing, no Covered Person shall have any obligation to present, communicate, or offer any business opportunity to the Corporation, even if such opportunity is one that the Corporation might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so.
This renunciation of corporate opportunity is particularly relevant in the context of the Merger and the post-Merger ownership structure of the Corporation. The Sponsor is a private equity fund that, through its affiliated entities and portfolio companies, is active across the enterprise technology sector and other industries. The Sponsor's portfolio companies include, among others, Vectis Solutions LLC, a procurement-automation software-as-a-service company, and may in the future include other entities that are, or may become, competitors of or counterparties to the Corporation or its subsidiaries. The foregoing provisions of this Article XII are intended to ensure that the Corporation, its directors and officers, Parent, the Sponsor, and their respective affiliates may freely pursue their respective business interests and opportunities without being constrained by any duty or obligation that might otherwise arise under the doctrine of corporate opportunity or any analogous legal principle.
Neither the amendment nor the repeal of this Article XII, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the Bylaws, nor any modification of law, shall eliminate or reduce the effect of this Article XII in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit, or claim that, but for this Article XII, would accrue or arise, prior to such amendment, repeal, or adoption.
ARTICLE XIII
SEVERABILITY.  If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any person, entity, or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph or section of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph or section of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Without limiting the generality of the foregoing, if any such provision is held to be excessively broad as to duration, scope, activity, or subject, such provision shall be construed by limiting or reducing it so as to be enforceable to the maximum extent compatible with applicable law.
ARTICLE XIV
ADOPTION STATEMENT.  This Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation and by the written consent of the stockholders of the Corporation entitled to vote thereon, in each case in accordance with the applicable provisions of Sections 242, 245, and 251 of the DGCL, and is effective as of the Effective Time of the Merger. This Amended and Restated Certificate of Incorporation was adopted in connection with the Merger pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc. (as Parent), Ardent Apex Merger Sub Inc. (as Merger Sub), and Luminex Systems Holdings Inc. (as the Corporation), and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
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SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LUMINEX SYSTEMS HOLDINGS INC.
IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be duly executed as of the date set forth below, effective as of the Effective Time.
LUMINEX SYSTEMS HOLDINGS INC. (as the surviving corporation of the Merger)
By: ________
Name: Jonathan R. Carver
Title: President and Secretary
Date: ________
FILING NOTATIONS
This Amended and Restated Certificate of Incorporation is to be filed with the Secretary of State of the State of Delaware concurrently with, or immediately following, the filing of the Certificate of Merger in connection with the Merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. as the surviving corporation.
Employer Identification Number (EIN): 86-2547193
Delaware Corporation File Reference: Luminex Systems Holdings Inc. was originally incorporated in the State of Delaware on June 14, 2021, under file number 7894523.
Merger Sub: Ardent Apex Merger Sub Inc. was incorporated in the State of Delaware solely for the purpose of effectuating the Merger and will cease to exist upon the filing of the Certificate of Merger and the effectiveness of the Merger.
Merger Agreement Reference: Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc. (Parent), Ardent Apex Merger Sub Inc. (Merger Sub), and Luminex Systems Holdings Inc. (the Corporation).