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

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WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF ARDENT APEX HOLDINGS INC.

IN LIEU OF A MEETING

Adopted as of March 24, 2025

Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.8 of the Bylaws of Ardent Apex Holdings Inc., a Delaware corporation (the "Company" or "Apex Holdings"), the undersigned, being all of the members of the Board of Directors of the Company (the "Board"), hereby adopt the following recitals and resolutions by written consent in lieu of a meeting, effective as of the date set forth above, with the same force and effect as if adopted at a duly convened meeting of the Board of Directors at which a quorum was present and acting throughout. Notice of the meeting is hereby waived by each of the undersigned directors. This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

RECITALS

WHEREAS:

A. Formation and Purpose of the Company. The Company was incorporated in the State of Delaware on March 5, 2025, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware on such date. The Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company has been assigned Employer Identification Number 93-2178435 by the Internal Revenue Service. The Company is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital" or the "Buyer"), which maintains its principal offices at 399 Park Avenue, 42nd Floor, New York, New York 10022. The Company was formed for the specific purpose of serving as the direct parent of Ardent Apex Merger Sub Inc., a Delaware corporation, and as the post-closing parent of the surviving corporation in the Merger (as defined below). The Company has conducted no business activities since its formation other than activities incident to its formation and the transactions contemplated by this Written Consent and the agreements described herein;

B. Formation of Merger Sub. Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), was incorporated in the State of Delaware on March 7, 2025, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware on such date. Merger Sub has been assigned Employer Identification Number 93-2178502 by the Internal Revenue Service. Merger Sub's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Merger Sub is a newly formed, wholly owned subsidiary of the Company, formed exclusively for the purpose of effecting the reverse triangular merger contemplated by the Merger Agreement (as defined below). The sole stockholder of Merger Sub is the Company. Merger Sub has conducted no business activities since its formation other than activities incident to its formation and the transactions contemplated by this Written Consent and the agreements described herein;

C. The Target. Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Target") is a Delaware corporation incorporated on June 14, 2021, with its principal operational headquarters located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. Luminex Holdings has been assigned Employer Identification Number 86-2547193 by the Internal Revenue Service. Luminex Holdings is an intermediate United States holding company for the worldwide operations of Luminex Systems AG, a Swiss Aktiengesellschaft (Commercial Register No. CHE-284.391.057) headquartered at Bahnhofstrasse 71, 8001 Zürich, Switzerland. Luminex Holdings and its direct and indirect subsidiaries (collectively, the "Luminex Group") operate a cloud-based enterprise software-as-a-service platform known as "Luminex One," serving enterprise customers across multiple industries and geographies, with approximately 4,200 global employees as of the date hereof and audited consolidated revenue for the fiscal year ended December 31, 2024, of approximately $487,000,000. The principal subsidiaries of Luminex Holdings include: (i) Luminex Systems Inc., a Delaware corporation; (ii) Luminex Systems UK Ltd., a private limited company organized under the laws of England and Wales (Company No. 12847362); (iii) Luminex Systems GmbH, a limited liability company organized under the laws of the Federal Republic of Germany (HRB 247891, registered with the commercial register of the local court (Amtsgericht) of Munich); and (iv) Luminex Systems Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore (Unique Entity Number 201924781K);

D. Ownership of the Target. As of the date hereof, the outstanding equity interests of Luminex Holdings on a fully diluted basis are held as follows: (i) fifty-two percent (52%) is held by Ridgeline Growth Equity Fund II LP, a Delaware limited partnership ("Ridgeline"); (ii) twenty percent (20%) is held by Meridian Venture Partners IV LP, a Delaware limited partnership ("Meridian"); and (iii) twenty-eight percent (28%) is held by management and employees of the Luminex Group, including Dr. Stefan Kessler, Chief Executive Officer (approximately 8.5%), Annelise Gruber, Chief Financial Officer (approximately 4.2%), Dr. Markus Vogt, Chief Technology Officer (approximately 3.8%), and other management personnel and employees of the Luminex Group (aggregate approximately 11.5%);

E. The Proposed Transaction. The Board has reviewed and considered a proposed Agreement and Plan of Merger (the "Merger Agreement") to be entered into among the Company, Merger Sub, and Luminex Holdings, a substantially final form of which has been presented to each member of the Board. The Merger Agreement provides for the merger of Merger Sub with and into Luminex Holdings, with Luminex Holdings continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of the Company (the "Merger"). The Merger is structured as a reverse triangular merger under the DGCL. The aggregate merger consideration to be paid in connection with the Merger is Two Billion Eight Hundred Million Dollars ($2,800,000,000) on a fully diluted basis, calculated as 140,000,000 fully diluted shares of Luminex Holdings common stock at a price of Twenty Dollars ($20.00) per share, subject to customary adjustments for closing cash, indebtedness, transaction expenses, and net working capital as further described in the Merger Agreement. The Merger constitutes a change of control of Luminex Holdings;

F. Financing. The aggregate Merger consideration and related transaction costs will be financed through a combination of the following sources:

(i) an equity contribution from Ardent Capital Partners III LP in the amount of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000), to be funded at or prior to the closing of the Merger pursuant to an Equity Commitment Letter dated as of the date hereof (the "Equity Commitment Letter");

(ii) management rollover equity contributions totaling approximately Four Hundred Five Million Twenty Thousand Dollars ($405,020,000), to be contributed by certain members of the management and employee stockholders of Luminex Holdings who have elected to roll over a portion of their merger consideration into equity of the Company, pursuant to individual Rollover Agreements (each, a "Rollover Agreement" and, collectively, the "Rollover Agreements");

(iii) equity co-investments of Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd. and One Hundred Million Dollars ($100,000,000) from Summit Ridge Capital Partners LP, to be funded at or prior to the closing of the Merger pursuant to individual Co-Investment Agreements (each, a "Co-Investment Agreement" and, collectively, the "Co-Investment Agreements");

(iv) a senior secured credit facility in the aggregate amount of One Billion Four Hundred Million Dollars ($1,400,000,000), consisting of (A) a term loan B facility in the aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Term Loan B") and (B) a revolving credit facility in the aggregate commitment amount of Two Hundred Million Dollars ($200,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B, the "Senior Secured Credit Facility"), to be arranged by Stonebridge Credit Partners LLC as lead arranger and administrative agent, with Birchwood Capital Finance LLC and Ironvale Credit Fund III LP as co-lenders, pursuant to a Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC) (the "Commitment Letter") and the related Credit Agreement to be entered into at or prior to the closing (the "Credit Agreement"); and

(v) subordinated notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000) (the "Subordinated Notes") to be issued to Crestline Mezzanine Partners II LP ("Crestline") at a coupon rate of 11.5% per annum, structured as a PIK toggle note with an eight-year maturity, together with warrants to purchase 2.0% of the fully diluted equity of the Company (the "Mezzanine Warrants"), pursuant to a Subordinated Note Purchase Agreement (the "Subordinated Note Purchase Agreement") and a Mezzanine Warrant Agreement (the "Mezzanine Warrant Agreement") to be entered into at or prior to the closing;

G. Ancillary Agreements. The Merger and the transactions contemplated by the Merger Agreement require or contemplate the execution and delivery of various ancillary agreements, instruments, and documents (collectively, and together with the Merger Agreement, the "Transaction Documents"), including, without limitation:

(i) an Escrow Agreement (the "Escrow Agreement") with Continental Fiduciary Trust Company, as escrow agent, providing for the deposit of One Hundred Forty Million Dollars ($140,000,000) (representing 5% of the aggregate deal value) into an escrow account (Escrow Account Reference: CFT-ESC-2025-7894) for a period of eighteen (18) months following the closing of the Merger, to secure certain post-closing indemnification obligations;

(ii) a Paying Agent Agreement (the "Paying Agent Agreement") with Atlas Shareholder Services Inc., as paying agent, for the disbursement of the Merger consideration to the stockholders of Luminex Holdings;

(iii) the Rollover Agreements with the management rollover participants identified herein;

(iv) a post-closing Stockholders Agreement (the "Stockholders Agreement") among the Company, Ardent Capital Partners III LP, the management rollover participants, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, governing the rights and obligations of the stockholders of the Company following the closing;

(v) a Registration Rights Agreement (the "Registration Rights Agreement") among the Company and its stockholders;

(vi) a Management Equity Incentive Plan (the "Management Equity Incentive Plan") for the Company, providing for the grant of equity-based awards to directors, officers, employees, and consultants of the Company and its subsidiaries;

(vii) Post-closing Employment Agreements with Dr. Stefan Kessler (Chief Executive Officer) and Annelise Gruber (Chief Financial Officer) (each, an "Employment Agreement");

(viii) a Guarantee and Collateral Agreement (the "Guarantee and Collateral Agreement") to be entered into in connection with the Senior Secured Credit Facility;

(ix) an Intercreditor Agreement (the "Intercreditor Agreement") between Stonebridge Credit Partners LLC, as senior representative, and Crestline Mezzanine Partners II LP, as subordinated representative;

(x) a Fee Letter with Stonebridge Credit Partners LLC dated March 8, 2025 (the "Fee Letter"); and

(xi) such other agreements, instruments, certificates, and documents as may be necessary or desirable to consummate the transactions contemplated by the Merger Agreement and the financing thereof;

H. Advisors. In connection with the negotiation, documentation, and consummation of the Merger and the transactions contemplated by the Merger Agreement, the Buyer and the Company have engaged the following advisors:

(i) Calderwood & Harkness LLP, as legal counsel to the Buyer and the Company (Responsible Partner: James Prentice; Billing Partner: Sandra Tung; Matter No. 1001-00004);

(ii) Whitfield Partners LLC, as financial advisor to the Buyer (Lead Managing Director: Christopher Brennan);

(iii) Pendleton & Associates LLP, as accounting and tax advisor to the Buyer (Engagement Partner: Richard Chow); and

(iv) Ashbury Risk Advisors LLC (Philip Navarro), as representations and warranties insurance broker, placing a representations and warranties insurance policy with Grandview Specialty Insurance Company (Policy No. GSI-RWI-2025-04821; aggregate limit of liability: $420,000,000; retention: $14,000,000);

I. Board Determination. The Board has reviewed the Merger Agreement and all ancillary agreements described herein, the financing commitments and related documentation, the due diligence materials and analyses prepared by and on behalf of the Company, and the advice of Calderwood & Harkness LLP and Whitfield Partners LLC, and after due consideration, the Board has determined that the Merger, the Merger Agreement, the ancillary agreements, the financing arrangements, and the other transactions contemplated thereby are advisable, fair, and in the best interests of the Company and its sole stockholder, Ardent Capital Partners III LP.

NOW, THEREFORE, BE IT:

RESOLUTIONS

1. Approval of the Merger Agreement

RESOLVED, that the Agreement and Plan of Merger by and among the Company, Merger Sub, and Luminex Holdings, substantially in the form presented to and reviewed by the Board (a copy of which shall be attached to this Written Consent as Exhibit A and is incorporated herein by reference), providing for the merger of Merger Sub with and into Luminex Holdings, with Luminex Holdings continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of the Company, at an aggregate equity consideration of Two Billion Eight Hundred Million Dollars ($2,800,000,000) (representing Twenty Dollars ($20.00) per share for 140,000,000 fully diluted shares of Luminex Holdings common stock), subject to customary purchase price adjustments for closing cash, indebtedness, transaction expenses, and net working capital, is hereby approved, adopted, and declared advisable in all respects, and each of the terms and conditions of the Merger Agreement is hereby approved; and it is further

RESOLVED, that the Board acknowledges and approves the following material terms of the Merger Agreement, among others:

(a) an indemnification cap of Four Hundred Twenty Million Dollars ($420,000,000), representing fifteen percent (15%) of the aggregate deal value;

(b) a survival period for general representations and warranties of eighteen (18) months following the closing date; a survival period for fundamental representations and warranties of thirty-six (36) months following the closing date; and a survival period for tax representations until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);

(c) a no-shop provision applicable to Luminex Holdings from and after execution of the Merger Agreement, subject to a customary fiduciary-out exception permitting the board of directors of Luminex Holdings to engage with an unsolicited Superior Proposal (as defined in the Merger Agreement), and a four (4) business-day matching right in favor of the Buyer prior to any change of recommendation by the board of directors of Luminex Holdings;

(d) a reverse termination fee of One Hundred Forty Million Dollars ($140,000,000), representing five percent (5%) of the aggregate deal value, payable by the Buyer upon termination of the Merger Agreement due to a financing failure or willful breach by the Buyer or Merger Sub;

(e) a target termination fee of Eighty-Four Million Dollars ($84,000,000), representing three percent (3%) of the aggregate deal value, payable by Luminex Holdings upon termination of the Merger Agreement in connection with the acceptance of a Superior Proposal;

(f) an outside date of September 10, 2025, which may be extended by either party for up to three (3) additional months (to December 10, 2025) in the event that the sole condition to closing that has not been satisfied or waived as of the outside date (as then in effect) is the receipt of required regulatory approvals;

(g) a working capital target of Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000), with a collar of plus or minus Two Million Five Hundred Thousand Dollars ($2,500,000) (such that no post-closing working capital adjustment shall be made unless the final net working capital exceeds $51,000,000 or is less than $46,000,000), with a post-closing true-up to be completed within ninety (90) calendar days following the closing date, and any unresolved disputes regarding the determination of final net working capital to be resolved by Pendleton & Associates LLP, acting as the independent accounting firm; and

(h) a material adverse effect definition with customary carve-outs for, among other things, changes in general economic or political conditions, changes in applicable law or GAAP, changes generally affecting the industries in which Luminex Holdings and its subsidiaries operate, acts of God, natural disasters, pandemics, hostilities, and the public announcement or pendency of the transactions contemplated by the Merger Agreement;

2. Authorization of Execution and Delivery

RESOLVED, that each of the officers of the Company is hereby authorized and directed, acting singly or jointly, to execute and deliver the Merger Agreement and any and all ancillary documents, agreements, instruments, certificates, undertakings, notices, and other papers contemplated thereby or reasonably necessary, advisable, or desirable to consummate the Merger and the other transactions contemplated by the Merger Agreement, on behalf of the Company, with such changes, modifications, amendments, supplements, or waivers as such officer or officers may approve (whether before or after execution of the Merger Agreement), such approval to be conclusively evidenced by the execution and delivery thereof by such officer or officers; and it is further

RESOLVED, that the Secretary or any Assistant Secretary of the Company is hereby authorized and directed to affix the corporate seal of the Company (if applicable) to any such document, agreement, or instrument, and to attest to the same, as may be required;

3. Approval of Ancillary Agreements

RESOLVED, that the execution, delivery, and performance by the Company of each of the following ancillary agreements and documents, in each case in substantially the forms reviewed by the Board or in such other forms as any officer of the Company may approve (such approval to be conclusively evidenced by execution thereof), is hereby approved and authorized:

(a) Escrow Agreement. The Escrow Agreement with Continental Fiduciary Trust Company, as escrow agent, providing for the deposit of One Hundred Forty Million Dollars ($140,000,000) into an escrow account (Account Reference: CFT-ESC-2025-7894; contact: Laura Svensson) for a period of eighteen (18) months following the closing date to secure certain post-closing indemnification obligations under the Merger Agreement;

(b) Paying Agent Agreement. The Paying Agent Agreement with Atlas Shareholder Services Inc., as paying agent (contact: Dennis Carmichael), for the disbursement of the Merger consideration to the stockholders of Luminex Holdings in accordance with the terms of the Merger Agreement;

(c) Rollover Agreements. The Rollover Agreements with the following management participants, pursuant to which each such participant will contribute a portion of his or her Merger consideration into equity of the Company in the following approximate amounts:

(i) Dr. Stefan Kessler (Chief Executive Officer) — rollover equity contribution of One Hundred Forty-Two Million Eight Hundred Thousand Dollars ($142,800,000);

(ii) Annelise Gruber (Chief Financial Officer) — rollover equity contribution of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000);

(iii) Dr. Markus Vogt (Chief Technology Officer) — rollover equity contribution of Fifty-Eight Million Five Hundred Twenty Thousand Dollars ($58,520,000); and

(iv) other management personnel and employees of the Luminex Group — aggregate rollover equity contributions of approximately One Hundred Forty-Four Million Nine Hundred Thousand Dollars ($144,900,000);

for a total management rollover equity contribution of approximately Four Hundred Five Million Twenty Thousand Dollars ($405,020,000);

(d) Stockholders Agreement. The post-closing Stockholders Agreement among the Company, Ardent Capital Partners III LP, the management rollover participants, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, governing the rights and obligations of the stockholders of the Company following the closing, including voting arrangements, transfer restrictions, tag-along and drag-along rights, board representation, information rights, and other customary provisions;

(e) Registration Rights Agreement. The Registration Rights Agreement among the Company and its stockholders, providing for customary demand, piggyback, and shelf registration rights with respect to the equity securities of the Company or any successor issuer;

(f) Management Equity Incentive Plan. The Management Equity Incentive Plan for the Company, providing for the grant of stock options, restricted stock units, profits interests, and other equity-based awards to directors, officers, employees, and consultants of the Company and its subsidiaries, with an aggregate equity pool to be determined by the Board following the closing;

(g) Employment Agreement — Dr. Stefan Kessler. The post-closing Employment Agreement with Dr. Stefan Kessler, pursuant to which Dr. Kessler will continue to serve as Chief Executive Officer of Luminex Holdings (as the surviving corporation) and its subsidiaries following the closing, on the terms and conditions set forth therein;

(h) Employment Agreement — Annelise Gruber. The post-closing Employment Agreement with Annelise Gruber, pursuant to which Ms. Gruber will continue to serve as Chief Financial Officer of Luminex Holdings (as the surviving corporation) and its subsidiaries following the closing, on the terms and conditions set forth therein;

(i) Credit Agreement. The Credit Agreement for the Senior Secured Credit Facility, providing for aggregate borrowings of up to One Billion Four Hundred Million Dollars ($1,400,000,000), consisting of:

(i) a Term Loan B facility in the aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000), bearing interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 475 basis points per annum, with a seven (7)-year maturity, an original issue discount ("OID") of 1.00%, and annual amortization of 1.00% of the initial aggregate principal amount; and

(ii) a Revolving Credit Facility in the aggregate commitment amount of Two Hundred Million Dollars ($200,000,000), bearing interest at a rate of SOFR plus 425 basis points per annum, with a five (5)-year maturity, and subject to a springing financial maintenance covenant requiring compliance with a maximum first-lien net leverage ratio of 6.50x when utilization of the Revolving Credit Facility exceeds forty percent (40%) of the aggregate commitment amount (i.e., Eighty Million Dollars ($80,000,000));

with Stonebridge Credit Partners LLC serving as administrative agent under the Credit Agreement;

(j) Guarantee and Collateral Agreement. The Guarantee and Collateral Agreement, granting a first-priority lien on substantially all assets of Luminex Holdings (as the surviving corporation) and each of its direct and indirect domestic subsidiaries, together with a pledge of sixty-five percent (65%) of the equity interests in each first-tier foreign subsidiary of Luminex Holdings and its domestic subsidiaries, in each case in favor of Stonebridge Credit Partners LLC, as administrative agent for the benefit of the lenders under the Senior Secured Credit Facility;

(k) Intercreditor Agreement. The Intercreditor Agreement between Stonebridge Credit Partners LLC, in its capacity as senior representative on behalf of the lenders under the Senior Secured Credit Facility, and Crestline Mezzanine Partners II LP, in its capacity as subordinated representative on behalf of the holders of the Subordinated Notes, establishing the relative rights, priorities, and remedies of the senior and subordinated creditors with respect to the collateral and the obligations of the Company and its subsidiaries;

(l) Subordinated Note Purchase Agreement. The Subordinated Note Purchase Agreement with Crestline Mezzanine Partners II LP, providing for the issuance and sale of the Subordinated Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000), bearing interest at a rate of 11.5% per annum (PIK toggle), with an eight (8)-year maturity, and contractually subordinated in right of payment and lien priority to the Senior Secured Credit Facility pursuant to the terms of the Intercreditor Agreement;

(m) Mezzanine Warrant Agreement. The Mezzanine Warrant Agreement granting Crestline Mezzanine Partners II LP warrants to purchase equity interests representing 2.0% of the fully diluted equity of the Company on a post-closing basis, on the terms and conditions set forth therein, including customary anti-dilution protections and exercise mechanics;

(n) Co-Investment Agreement — Northvale Sovereign Holdings Ltd. The Co-Investment Agreement with Northvale Sovereign Holdings Ltd., pursuant to which Northvale Sovereign Holdings Ltd. will invest Two Hundred Million Dollars ($200,000,000) in the equity of the Company at or prior to the closing of the Merger;

(o) Co-Investment Agreement — Summit Ridge Capital Partners LP. The Co-Investment Agreement with Summit Ridge Capital Partners LP, pursuant to which Summit Ridge Capital Partners LP will invest One Hundred Million Dollars ($100,000,000) in the equity of the Company at or prior to the closing of the Merger; and

(p) Other Documents. Such other agreements, instruments, certificates, undertakings, notices, and documents as may be necessary, advisable, or desirable to consummate the transactions contemplated by the Merger Agreement, the financing arrangements, and the other Transaction Documents;

4. Approval of Equity Commitment

RESOLVED, that the Board acknowledges and approves the Equity Commitment Letter from Ardent Capital Partners III LP, committing to fund Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) in equity to the Company at or prior to the closing of the Merger for the purpose of financing the Merger consideration, transaction expenses, and related costs, on the terms and conditions set forth in the Equity Commitment Letter; and it is further

RESOLVED, that the Board further acknowledges and approves the co-investment commitments of (i) Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd. (contact: Ahmad Al-Rashid) and (ii) One Hundred Million Dollars ($100,000,000) from Summit Ridge Capital Partners LP (contact: Karen Lindstrom), to be funded at or prior to the closing of the Merger pursuant to the respective Co-Investment Agreements, and the Board authorizes the officers of the Company to take all actions necessary or desirable to give effect to such equity and co-investment commitments;

5. Capitalization of Merger Sub

RESOLVED, that the Company is hereby authorized to capitalize Merger Sub with such funds, equity, and other consideration as are necessary to effect the Merger and to fund Merger Sub's obligations under the Merger Agreement, and to take all actions necessary or desirable to cause Merger Sub to execute and deliver the Merger Agreement and to perform all of its obligations thereunder, including the consummation of the Merger; and it is further

RESOLVED, that the Company, acting in its capacity as the sole stockholder of Merger Sub, shall execute and deliver a written consent of the sole stockholder of Merger Sub approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of Merger Sub, and each officer of the Company is hereby authorized and directed to execute such written consent on behalf of the Company in its capacity as sole stockholder of Merger Sub;

6. Approval of Financing Arrangements

RESOLVED, that the incurrence of indebtedness by the Company and, following the effective time of the Merger, by Luminex Holdings as the surviving corporation and its subsidiaries, under the Senior Secured Credit Facility in an aggregate principal amount of up to One Billion Four Hundred Million Dollars ($1,400,000,000), and under the Subordinated Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000), and the grant of security interests, liens, pledges, and guarantees in connection therewith, including pursuant to the Guarantee and Collateral Agreement, the Credit Agreement, the Subordinated Note Purchase Agreement, and any related pledge agreements, security agreements, mortgages, intellectual property security agreements, deposit account control agreements, and other collateral documents, is hereby approved and authorized in all respects; and it is further

RESOLVED, that the Board acknowledges the Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), issued by Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, together with the related Fee Letter dated March 8, 2025, and the terms and conditions set forth therein are hereby approved, and each officer of the Company is authorized to take all actions necessary or desirable to satisfy the conditions to the funding of the Senior Secured Credit Facility and the issuance of the Subordinated Notes, including the execution and delivery of all customary closing deliverables in connection therewith;

7. Approval of Insurance Arrangements

RESOLVED, that the procurement of the following insurance arrangements in connection with the Merger is hereby approved and authorized:

(a) Representations and Warranties Insurance Policy. A representations and warranties insurance policy (the "R&W Policy") from Grandview Specialty Insurance Company (Policy No. GSI-RWI-2025-04821), with an aggregate limit of liability of Four Hundred Twenty Million Dollars ($420,000,000) and a retention of Fourteen Million Dollars ($14,000,000) (to be split fifty percent (50%) by the seller parties and fifty percent (50%) by the buyer parties, resulting in a Buyer retention of Seven Million Dollars ($7,000,000) and a Seller retention of Seven Million Dollars ($7,000,000)), with an estimated premium of approximately Eight Million Four Hundred Thousand Dollars ($8,400,000), placed through Ashbury Risk Advisors LLC (Philip Navarro). The payment of the premium and all related costs and expenses in connection with the R&W Policy is hereby authorized; and

(b) D&O Tail Policy. A directors' and officers' liability insurance tail policy (the "D&O Tail Policy") from Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473), with an aggregate limit of liability of Fifty Million Dollars ($50,000,000) and a six (6)-year tail period following the effective time of the Merger, for the benefit of the current and former directors and officers of Luminex Holdings and its subsidiaries. The payment of the premium and all related costs and expenses in connection with the D&O Tail Policy is hereby authorized;

8. Approval of Amended and Restated Organizational Documents of the Surviving Corporation

RESOLVED, that the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Luminex Holdings, as the surviving corporation in the Merger, to be adopted and become effective as of the effective time of the Merger, substantially in the forms reviewed by the Board (copies of which have been made available to each director), are hereby approved in all respects; and it is further

RESOLVED, that each officer of the Company is hereby authorized and directed to take all actions necessary or desirable to cause such Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to become effective as of the effective time of the Merger, including the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as part of the Certificate of Merger or otherwise as contemplated by the Merger Agreement;

9. Regulatory Filings and Approvals

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, file, and deliver, or cause to be prepared, executed, filed, and delivered, all applications, notifications, filings, registrations, and other documents and submissions required or advisable in connection with the Merger under applicable federal, state, foreign, and supranational laws, regulations, and governmental requirements, including, without limitation:

(a) HSR Filing. A premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice (Transaction No. HSR-20250328-4192; filing fee: $2,390,000; filed March 28, 2025);

(b) CFIUS Filing. A voluntary joint notice to the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder at 31 C.F.R. Parts 800 and 802 (Tracking No. CFIUS-2025-0087; filed April 4, 2025);

(c) Swiss Filings. Such notifications and filings as may be required under Swiss competition law, the Swiss Federal Act on the Acquisition of Real Estate by Persons Abroad (Lex Koller), and applicable regulations of the Swiss State Secretariat for Economic Affairs ("SECO") (File No. 32-0973; filed April 7, 2025), prepared and submitted through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld);

(d) German Filing. A merger notification to the German Federal Cartel Office (Bundeskartellamt) pursuant to the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB") (File No. B6-34/25; filed April 9, 2025), prepared and submitted through Wendt Schäfer Rechtsanwälte PartG mbB (Dr. Katarina Wendt);

(e) EU Foreign Subsidies Regulation Filing. A notification under Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (the "EU Foreign Subsidies Regulation") (Case No. FSR.M.2025-0412; filed April 11, 2025), prepared and submitted through Breitfeld Hess & Partner AG; and

(f) Other Filings. Any other regulatory applications, notifications, filings, or approvals required under applicable law in any jurisdiction in connection with the Merger and the transactions contemplated by the Merger Agreement;

and it is further

RESOLVED, that the officers of the Company are hereby authorized and directed to respond to any requests for additional information or documentary material from any governmental authority in connection with any such filing, including any request for additional information and documentary material (commonly known as a "Second Request") under the HSR Act, and to take all actions necessary or desirable to obtain all required regulatory clearances and approvals as promptly as practicable, including the negotiation and entry into any consent decrees, hold-separate agreements, timing agreements, or other arrangements with applicable governmental authorities as the officers may deem necessary or advisable;

10. Certificate of Merger

RESOLVED, that the officers of the Company are hereby authorized and directed to cause to be prepared, executed, and filed a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, in such form as may be required by applicable law and at such time as is contemplated by the Merger Agreement, and to take all other actions necessary or desirable to cause the Merger to become effective, including the filing of any certificates, articles, or statements of merger or similar documents required to be filed in any other jurisdiction in connection with the Merger;

11. Appointment and Engagement of Advisors

RESOLVED, that the engagement of the following advisors in connection with the Merger and the transactions contemplated by the Merger Agreement and the Transaction Documents is hereby ratified, confirmed, and approved in all respects:

(a) Calderwood & Harkness LLP, as legal counsel to the Buyer and the Company (Matter No. 1001-00004; Responsible Partner: James Prentice; Billing Partner: Sandra Tung);

(b) Whitfield Partners LLC, as financial advisor to the Buyer (Lead Managing Director: Christopher Brennan);

(c) Pendleton & Associates LLP, as tax and accounting advisor to the Buyer and the Company (Engagement Partner: Richard Chow);

(d) Breitfeld Hess & Partner AG, as Swiss and European Union local counsel (Dr. Lukas Breitfeld);

(e) Wendt Schäfer Rechtsanwälte PartG mbB, as German local counsel (Dr. Katarina Wendt);

(f) Tan Liang & Associates LLP, as Singapore local counsel (Kelvin Tan); and

(g) Ashbury Risk Advisors LLC, as representations and warranties insurance broker (Philip Navarro);

and the payment by the Company, or the surviving corporation following the Merger, of all fees, expenses, and disbursements of such advisors incurred in connection with the Merger and the transactions contemplated by the Transaction Documents is hereby authorized;

12. Estimated Transaction Expenses

RESOLVED, that the Board acknowledges that the estimated aggregate transaction expenses of the Buyer (including the Company and Merger Sub) in connection with the Merger and the financing thereof are approximately Sixty-Two Million Dollars ($62,000,000), inclusive of legal fees, financial advisory fees, accounting and tax advisory fees, insurance premiums, regulatory filing fees, debt financing fees (including approximately Twenty-Four Million Dollars ($24,000,000) relating to original issue discount and arrangement fees payable in connection with the Senior Secured Credit Facility and the Subordinated Notes), and other customary closing costs; and it is further

RESOLVED, that the Board acknowledges that the estimated aggregate transaction expenses of the Seller (Luminex Holdings and its stockholders) are approximately Twenty-Nine Million Dollars ($29,000,000); and the payment by the Company or the surviving corporation of the Buyer's transaction expenses in connection with the Merger, the financing thereof, and the other transactions contemplated by the Transaction Documents is hereby authorized and approved;

13. Tax Elections

RESOLVED, that the officers of the Company are hereby authorized, in consultation with Calderwood & Harkness LLP (Sylvia Hartwell, Tax Department) and Pendleton & Associates LLP (Richard Chow, Engagement Partner), to evaluate, and if determined to be in the best interests of the Company and its stockholders, to make and file (or cause to be made and filed) a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and any corresponding or similar elections under applicable state, local, or foreign tax laws, with respect to the acquisition of Luminex Systems Inc. (Employer Identification Number: 86-2547210), a wholly owned domestic subsidiary of Luminex Holdings, and to execute and deliver all tax forms (including IRS Form 8023), elections, consents, and related documents in connection therewith, and to take all actions necessary or desirable to effectuate and preserve the benefits of any such election;

14. Authorization of Officers; General Authority

RESOLVED, that each officer of the Company (including, without limitation, any person serving as President, Vice President, Secretary, Treasurer, Assistant Secretary, or Assistant Treasurer of the Company) is hereby authorized and empowered, acting singly, to execute and deliver any and all agreements, documents, instruments, certificates, notices, consents, waivers, filings, applications, registrations, and other papers, and to take any and all further actions, on behalf of the Company, as such officer may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions, including in connection with the Merger, the Merger Agreement, the ancillary agreements and Transaction Documents, the financing arrangements, the regulatory filings, and all other transactions contemplated hereby and thereby, the execution and delivery of any such document or the taking of any such action by such officer to be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate; and it is further

RESOLVED, that the authority granted to the officers of the Company pursuant to this Written Consent shall include, without limitation, the authority to: (i) negotiate and agree to any changes, modifications, amendments, supplements, or waivers to any of the Transaction Documents; (ii) appoint attorneys-in-fact, designees, and agents of the Company to act on its behalf; (iii) open and maintain bank accounts, brokerage accounts, and escrow accounts in the name of the Company; (iv) make such filings with federal, state, local, and foreign governmental authorities and agencies as may be required or advisable; and (v) pay all fees, costs, expenses, and disbursements incurred in connection with the foregoing;

15. Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the negotiation, preparation, execution, and delivery of the Merger Agreement, the ancillary agreements, the financing commitments, the regulatory filings, and the other transactions contemplated thereby, including, without limitation:

(a) the incorporation of Merger Sub in the State of Delaware on March 7, 2025;

(b) the entry into the Exclusivity Agreement dated March 12, 2025, between Ardent Capital Partners III LP and Luminex Holdings;

(c) the entry into the Commitment Letter and Fee Letter with Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, each dated March 8, 2025;

(d) the engagement of Calderwood & Harkness LLP as legal counsel to the Buyer and the Company, effective March 10, 2025;

(e) the preparation and filing of the HSR premerger notification filing (Transaction No. HSR-20250328-4192), the voluntary joint notice to CFIUS (Tracking No. CFIUS-2025-0087), the Swiss competition and SECO/Lex Koller notifications (File No. 32-0973), the Bundeskartellamt merger notification (File No. B6-34/25), and the EU Foreign Subsidies Regulation notification (Case No. FSR.M.2025-0412); and

(f) all other actions taken to date in furtherance of the transactions described herein;

are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

EFFECTIVENESS

This Written Consent shall be effective as of March 24, 2025. This Written Consent may be executed in one or more counterparts (including by facsimile or other electronic transmission, including portable document format (PDF)), each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by electronic transmission (including PDF transmitted via email) shall be equally as effective as delivery of a manually executed counterpart hereof.

This Written Consent may be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained with the corporate records of the Company.

No further action or approval is required on the part of the Board of Directors or the sole stockholder of the Company to authorize the matters set forth herein, except as may be expressly contemplated by the resolutions above.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Ardent Apex Holdings Inc., have executed this Written Consent as of the date first set forth above.

________________________________________

Name: Theodore "Ted" Hargrove

Title: Director

Date: March 24, 2025

________________________________________

Name: Victoria Langford

Title: Director

Date: March 24, 2025

________________________________________

Name: Marcus Ellison

Title: Director

Date: March 24, 2025

________________________________________

Name: Priya Chandrasekaran

Title: Director

Date: March 24, 2025

________________________________________

Name: David Ng

Title: Director

Date: March 24, 2025

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

dated as of March 24, 2025

among

ARDENT APEX HOLDINGS INC.

ARDENT APEX MERGER SUB INC.

and

LUMINEX SYSTEMS HOLDINGS INC.

A copy of the Agreement and Plan of Merger dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc. is attached hereto and incorporated herein by reference. The Agreement and Plan of Merger is not reproduced within the body of this Written Consent but is maintained separately in the records of the Company and is available for inspection at the principal offices of the Company at 399 Park Avenue, 42nd Floor, New York, New York 10022.

WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF ARDENT APEX HOLDINGS INC.
IN LIEU OF A MEETING
Adopted as of March 24, 2025
Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.8 of the Bylaws of Ardent Apex Holdings Inc., a Delaware corporation (the "Company" or "Apex Holdings"), the undersigned, being all of the members of the Board of Directors of the Company (the "Board"), hereby adopt the following recitals and resolutions by written consent in lieu of a meeting, effective as of the date set forth above, with the same force and effect as if adopted at a duly convened meeting of the Board of Directors at which a quorum was present and acting throughout. Notice of the meeting is hereby waived by each of the undersigned directors. This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.
RECITALS
WHEREAS:
A. Formation and Purpose of the Company. The Company was incorporated in the State of Delaware on March 5, 2025, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware on such date. The Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company has been assigned Employer Identification Number 93-2178435 by the Internal Revenue Service. The Company is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital" or the "Buyer"), which maintains its principal offices at 399 Park Avenue, 42nd Floor, New York, New York 10022. The Company was formed for the specific purpose of serving as the direct parent of Ardent Apex Merger Sub Inc., a Delaware corporation, and as the post-closing parent of the surviving corporation in the Merger (as defined below). The Company has conducted no business activities since its formation other than activities incident to its formation and the transactions contemplated by this Written Consent and the agreements described herein;
B. Formation of Merger Sub. Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub"), was incorporated in the State of Delaware on March 7, 2025, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware on such date. Merger Sub has been assigned Employer Identification Number 93-2178502 by the Internal Revenue Service. Merger Sub's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Merger Sub is a newly formed, wholly owned subsidiary of the Company, formed exclusively for the purpose of effecting the reverse triangular merger contemplated by the Merger Agreement (as defined below). The sole stockholder of Merger Sub is the Company. Merger Sub has conducted no business activities since its formation other than activities incident to its formation and the transactions contemplated by this Written Consent and the agreements described herein;
C. The Target. Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Target") is a Delaware corporation incorporated on June 14, 2021, with its principal operational headquarters located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. Luminex Holdings has been assigned Employer Identification Number 86-2547193 by the Internal Revenue Service. Luminex Holdings is an intermediate United States holding company for the worldwide operations of Luminex Systems AG, a Swiss Aktiengesellschaft (Commercial Register No. CHE-284.391.057) headquartered at Bahnhofstrasse 71, 8001 Zürich, Switzerland. Luminex Holdings and its direct and indirect subsidiaries (collectively, the "Luminex Group") operate a cloud-based enterprise software-as-a-service platform known as "Luminex One," serving enterprise customers across multiple industries and geographies, with approximately 4,200 global employees as of the date hereof and audited consolidated revenue for the fiscal year ended December 31, 2024, of approximately $487,000,000. The principal subsidiaries of Luminex Holdings include: (i) Luminex Systems Inc., a Delaware corporation; (ii) Luminex Systems UK Ltd., a private limited company organized under the laws of England and Wales (Company No. 12847362); (iii) Luminex Systems GmbH, a limited liability company organized under the laws of the Federal Republic of Germany (HRB 247891, registered with the commercial register of the local court (Amtsgericht) of Munich); and (iv) Luminex Systems Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore (Unique Entity Number 201924781K);
D. Ownership of the Target. As of the date hereof, the outstanding equity interests of Luminex Holdings on a fully diluted basis are held as follows: (i) fifty-two percent (52%) is held by Ridgeline Growth Equity Fund II LP, a Delaware limited partnership ("Ridgeline"); (ii) twenty percent (20%) is held by Meridian Venture Partners IV LP, a Delaware limited partnership ("Meridian"); and (iii) twenty-eight percent (28%) is held by management and employees of the Luminex Group, including Dr. Stefan Kessler, Chief Executive Officer (approximately 8.5%), Annelise Gruber, Chief Financial Officer (approximately 4.2%), Dr. Markus Vogt, Chief Technology Officer (approximately 3.8%), and other management personnel and employees of the Luminex Group (aggregate approximately 11.5%);
E. The Proposed Transaction. The Board has reviewed and considered a proposed Agreement and Plan of Merger (the "Merger Agreement") to be entered into among the Company, Merger Sub, and Luminex Holdings, a substantially final form of which has been presented to each member of the Board. The Merger Agreement provides for the merger of Merger Sub with and into Luminex Holdings, with Luminex Holdings continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of the Company (the "Merger"). The Merger is structured as a reverse triangular merger under the DGCL. The aggregate merger consideration to be paid in connection with the Merger is Two Billion Eight Hundred Million Dollars ($2,800,000,000) on a fully diluted basis, calculated as 140,000,000 fully diluted shares of Luminex Holdings common stock at a price of Twenty Dollars ($20.00) per share, subject to customary adjustments for closing cash, indebtedness, transaction expenses, and net working capital as further described in the Merger Agreement. The Merger constitutes a change of control of Luminex Holdings;
F. Financing. The aggregate Merger consideration and related transaction costs will be financed through a combination of the following sources:
(i) an equity contribution from Ardent Capital Partners III LP in the amount of Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000), to be funded at or prior to the closing of the Merger pursuant to an Equity Commitment Letter dated as of the date hereof (the "Equity Commitment Letter");
(ii) management rollover equity contributions totaling approximately Four Hundred Five Million Twenty Thousand Dollars ($405,020,000), to be contributed by certain members of the management and employee stockholders of Luminex Holdings who have elected to roll over a portion of their merger consideration into equity of the Company, pursuant to individual Rollover Agreements (each, a "Rollover Agreement" and, collectively, the "Rollover Agreements");
(iii) equity co-investments of Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd. and One Hundred Million Dollars ($100,000,000) from Summit Ridge Capital Partners LP, to be funded at or prior to the closing of the Merger pursuant to individual Co-Investment Agreements (each, a "Co-Investment Agreement" and, collectively, the "Co-Investment Agreements");
(iv) a senior secured credit facility in the aggregate amount of One Billion Four Hundred Million Dollars ($1,400,000,000), consisting of (A) a term loan B facility in the aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Term Loan B") and (B) a revolving credit facility in the aggregate commitment amount of Two Hundred Million Dollars ($200,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B, the "Senior Secured Credit Facility"), to be arranged by Stonebridge Credit Partners LLC as lead arranger and administrative agent, with Birchwood Capital Finance LLC and Ironvale Credit Fund III LP as co-lenders, pursuant to a Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC) (the "Commitment Letter") and the related Credit Agreement to be entered into at or prior to the closing (the "Credit Agreement"); and
(v) subordinated notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000) (the "Subordinated Notes") to be issued to Crestline Mezzanine Partners II LP ("Crestline") at a coupon rate of 11.5% per annum, structured as a PIK toggle note with an eight-year maturity, together with warrants to purchase 2.0% of the fully diluted equity of the Company (the "Mezzanine Warrants"), pursuant to a Subordinated Note Purchase Agreement (the "Subordinated Note Purchase Agreement") and a Mezzanine Warrant Agreement (the "Mezzanine Warrant Agreement") to be entered into at or prior to the closing;
G. Ancillary Agreements. The Merger and the transactions contemplated by the Merger Agreement require or contemplate the execution and delivery of various ancillary agreements, instruments, and documents (collectively, and together with the Merger Agreement, the "Transaction Documents"), including, without limitation:
(i) an Escrow Agreement (the "Escrow Agreement") with Continental Fiduciary Trust Company, as escrow agent, providing for the deposit of One Hundred Forty Million Dollars ($140,000,000) (representing 5% of the aggregate deal value) into an escrow account (Escrow Account Reference: CFT-ESC-2025-7894) for a period of eighteen (18) months following the closing of the Merger, to secure certain post-closing indemnification obligations;
(ii) a Paying Agent Agreement (the "Paying Agent Agreement") with Atlas Shareholder Services Inc., as paying agent, for the disbursement of the Merger consideration to the stockholders of Luminex Holdings;
(iii) the Rollover Agreements with the management rollover participants identified herein;
(iv) a post-closing Stockholders Agreement (the "Stockholders Agreement") among the Company, Ardent Capital Partners III LP, the management rollover participants, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, governing the rights and obligations of the stockholders of the Company following the closing;
(v) a Registration Rights Agreement (the "Registration Rights Agreement") among the Company and its stockholders;
(vi) a Management Equity Incentive Plan (the "Management Equity Incentive Plan") for the Company, providing for the grant of equity-based awards to directors, officers, employees, and consultants of the Company and its subsidiaries;
(vii) Post-closing Employment Agreements with Dr. Stefan Kessler (Chief Executive Officer) and Annelise Gruber (Chief Financial Officer) (each, an "Employment Agreement");
(viii) a Guarantee and Collateral Agreement (the "Guarantee and Collateral Agreement") to be entered into in connection with the Senior Secured Credit Facility;
(ix) an Intercreditor Agreement (the "Intercreditor Agreement") between Stonebridge Credit Partners LLC, as senior representative, and Crestline Mezzanine Partners II LP, as subordinated representative;
(x) a Fee Letter with Stonebridge Credit Partners LLC dated March 8, 2025 (the "Fee Letter"); and
(xi) such other agreements, instruments, certificates, and documents as may be necessary or desirable to consummate the transactions contemplated by the Merger Agreement and the financing thereof;
H. Advisors. In connection with the negotiation, documentation, and consummation of the Merger and the transactions contemplated by the Merger Agreement, the Buyer and the Company have engaged the following advisors:
(i) Calderwood & Harkness LLP, as legal counsel to the Buyer and the Company (Responsible Partner: James Prentice; Billing Partner: Sandra Tung; Matter No. 1001-00004);
(ii) Whitfield Partners LLC, as financial advisor to the Buyer (Lead Managing Director: Christopher Brennan);
(iii) Pendleton & Associates LLP, as accounting and tax advisor to the Buyer (Engagement Partner: Richard Chow); and
(iv) Ashbury Risk Advisors LLC (Philip Navarro), as representations and warranties insurance broker, placing a representations and warranties insurance policy with Grandview Specialty Insurance Company (Policy No. GSI-RWI-2025-04821; aggregate limit of liability: $420,000,000; retention: $14,000,000);
I. Board Determination. The Board has reviewed the Merger Agreement and all ancillary agreements described herein, the financing commitments and related documentation, the due diligence materials and analyses prepared by and on behalf of the Company, and the advice of Calderwood & Harkness LLP and Whitfield Partners LLC, and after due consideration, the Board has determined that the Merger, the Merger Agreement, the ancillary agreements, the financing arrangements, and the other transactions contemplated thereby are advisable, fair, and in the best interests of the Company and its sole stockholder, Ardent Capital Partners III LP.
NOW, THEREFORE, BE IT:
RESOLUTIONS
1. Approval of the Merger Agreement
RESOLVED, that the Agreement and Plan of Merger by and among the Company, Merger Sub, and Luminex Holdings, substantially in the form presented to and reviewed by the Board (a copy of which shall be attached to this Written Consent as Exhibit A and is incorporated herein by reference), providing for the merger of Merger Sub with and into Luminex Holdings, with Luminex Holdings continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of the Company, at an aggregate equity consideration of Two Billion Eight Hundred Million Dollars ($2,800,000,000) (representing Twenty Dollars ($20.00) per share for 140,000,000 fully diluted shares of Luminex Holdings common stock), subject to customary purchase price adjustments for closing cash, indebtedness, transaction expenses, and net working capital, is hereby approved, adopted, and declared advisable in all respects, and each of the terms and conditions of the Merger Agreement is hereby approved; and it is further
RESOLVED, that the Board acknowledges and approves the following material terms of the Merger Agreement, among others:
(a) an indemnification cap of Four Hundred Twenty Million Dollars ($420,000,000), representing fifteen percent (15%) of the aggregate deal value;
(b) a survival period for general representations and warranties of eighteen (18) months following the closing date; a survival period for fundamental representations and warranties of thirty-six (36) months following the closing date; and a survival period for tax representations until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);
(c) a no-shop provision applicable to Luminex Holdings from and after execution of the Merger Agreement, subject to a customary fiduciary-out exception permitting the board of directors of Luminex Holdings to engage with an unsolicited Superior Proposal (as defined in the Merger Agreement), and a four (4) business-day matching right in favor of the Buyer prior to any change of recommendation by the board of directors of Luminex Holdings;
(d) a reverse termination fee of One Hundred Forty Million Dollars ($140,000,000), representing five percent (5%) of the aggregate deal value, payable by the Buyer upon termination of the Merger Agreement due to a financing failure or willful breach by the Buyer or Merger Sub;
(e) a target termination fee of Eighty-Four Million Dollars ($84,000,000), representing three percent (3%) of the aggregate deal value, payable by Luminex Holdings upon termination of the Merger Agreement in connection with the acceptance of a Superior Proposal;
(f) an outside date of September 10, 2025, which may be extended by either party for up to three (3) additional months (to December 10, 2025) in the event that the sole condition to closing that has not been satisfied or waived as of the outside date (as then in effect) is the receipt of required regulatory approvals;
(g) a working capital target of Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000), with a collar of plus or minus Two Million Five Hundred Thousand Dollars ($2,500,000) (such that no post-closing working capital adjustment shall be made unless the final net working capital exceeds $51,000,000 or is less than $46,000,000), with a post-closing true-up to be completed within ninety (90) calendar days following the closing date, and any unresolved disputes regarding the determination of final net working capital to be resolved by Pendleton & Associates LLP, acting as the independent accounting firm; and
(h) a material adverse effect definition with customary carve-outs for, among other things, changes in general economic or political conditions, changes in applicable law or GAAP, changes generally affecting the industries in which Luminex Holdings and its subsidiaries operate, acts of God, natural disasters, pandemics, hostilities, and the public announcement or pendency of the transactions contemplated by the Merger Agreement;
2. Authorization of Execution and Delivery
RESOLVED, that each of the officers of the Company is hereby authorized and directed, acting singly or jointly, to execute and deliver the Merger Agreement and any and all ancillary documents, agreements, instruments, certificates, undertakings, notices, and other papers contemplated thereby or reasonably necessary, advisable, or desirable to consummate the Merger and the other transactions contemplated by the Merger Agreement, on behalf of the Company, with such changes, modifications, amendments, supplements, or waivers as such officer or officers may approve (whether before or after execution of the Merger Agreement), such approval to be conclusively evidenced by the execution and delivery thereof by such officer or officers; and it is further
RESOLVED, that the Secretary or any Assistant Secretary of the Company is hereby authorized and directed to affix the corporate seal of the Company (if applicable) to any such document, agreement, or instrument, and to attest to the same, as may be required;
3. Approval of Ancillary Agreements
RESOLVED, that the execution, delivery, and performance by the Company of each of the following ancillary agreements and documents, in each case in substantially the forms reviewed by the Board or in such other forms as any officer of the Company may approve (such approval to be conclusively evidenced by execution thereof), is hereby approved and authorized:
(a) Escrow Agreement. The Escrow Agreement with Continental Fiduciary Trust Company, as escrow agent, providing for the deposit of One Hundred Forty Million Dollars ($140,000,000) into an escrow account (Account Reference: CFT-ESC-2025-7894; contact: Laura Svensson) for a period of eighteen (18) months following the closing date to secure certain post-closing indemnification obligations under the Merger Agreement;
(b) Paying Agent Agreement. The Paying Agent Agreement with Atlas Shareholder Services Inc., as paying agent (contact: Dennis Carmichael), for the disbursement of the Merger consideration to the stockholders of Luminex Holdings in accordance with the terms of the Merger Agreement;
(c) Rollover Agreements. The Rollover Agreements with the following management participants, pursuant to which each such participant will contribute a portion of his or her Merger consideration into equity of the Company in the following approximate amounts:
(i) Dr. Stefan Kessler (Chief Executive Officer) — rollover equity contribution of One Hundred Forty-Two Million Eight Hundred Thousand Dollars ($142,800,000);
(ii) Annelise Gruber (Chief Financial Officer) — rollover equity contribution of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000);
(iii) Dr. Markus Vogt (Chief Technology Officer) — rollover equity contribution of Fifty-Eight Million Five Hundred Twenty Thousand Dollars ($58,520,000); and
(iv) other management personnel and employees of the Luminex Group — aggregate rollover equity contributions of approximately One Hundred Forty-Four Million Nine Hundred Thousand Dollars ($144,900,000);
for a total management rollover equity contribution of approximately Four Hundred Five Million Twenty Thousand Dollars ($405,020,000);
(d) Stockholders Agreement. The post-closing Stockholders Agreement among the Company, Ardent Capital Partners III LP, the management rollover participants, Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, governing the rights and obligations of the stockholders of the Company following the closing, including voting arrangements, transfer restrictions, tag-along and drag-along rights, board representation, information rights, and other customary provisions;
(e) Registration Rights Agreement. The Registration Rights Agreement among the Company and its stockholders, providing for customary demand, piggyback, and shelf registration rights with respect to the equity securities of the Company or any successor issuer;
(f) Management Equity Incentive Plan. The Management Equity Incentive Plan for the Company, providing for the grant of stock options, restricted stock units, profits interests, and other equity-based awards to directors, officers, employees, and consultants of the Company and its subsidiaries, with an aggregate equity pool to be determined by the Board following the closing;
(g) Employment Agreement — Dr. Stefan Kessler. The post-closing Employment Agreement with Dr. Stefan Kessler, pursuant to which Dr. Kessler will continue to serve as Chief Executive Officer of Luminex Holdings (as the surviving corporation) and its subsidiaries following the closing, on the terms and conditions set forth therein;
(h) Employment Agreement — Annelise Gruber. The post-closing Employment Agreement with Annelise Gruber, pursuant to which Ms. Gruber will continue to serve as Chief Financial Officer of Luminex Holdings (as the surviving corporation) and its subsidiaries following the closing, on the terms and conditions set forth therein;
(i) Credit Agreement. The Credit Agreement for the Senior Secured Credit Facility, providing for aggregate borrowings of up to One Billion Four Hundred Million Dollars ($1,400,000,000), consisting of:
(i) a Term Loan B facility in the aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000), bearing interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 475 basis points per annum, with a seven (7)-year maturity, an original issue discount ("OID") of 1.00%, and annual amortization of 1.00% of the initial aggregate principal amount; and
(ii) a Revolving Credit Facility in the aggregate commitment amount of Two Hundred Million Dollars ($200,000,000), bearing interest at a rate of SOFR plus 425 basis points per annum, with a five (5)-year maturity, and subject to a springing financial maintenance covenant requiring compliance with a maximum first-lien net leverage ratio of 6.50x when utilization of the Revolving Credit Facility exceeds forty percent (40%) of the aggregate commitment amount (i.e., Eighty Million Dollars ($80,000,000));
with Stonebridge Credit Partners LLC serving as administrative agent under the Credit Agreement;
(j) Guarantee and Collateral Agreement. The Guarantee and Collateral Agreement, granting a first-priority lien on substantially all assets of Luminex Holdings (as the surviving corporation) and each of its direct and indirect domestic subsidiaries, together with a pledge of sixty-five percent (65%) of the equity interests in each first-tier foreign subsidiary of Luminex Holdings and its domestic subsidiaries, in each case in favor of Stonebridge Credit Partners LLC, as administrative agent for the benefit of the lenders under the Senior Secured Credit Facility;
(k) Intercreditor Agreement. The Intercreditor Agreement between Stonebridge Credit Partners LLC, in its capacity as senior representative on behalf of the lenders under the Senior Secured Credit Facility, and Crestline Mezzanine Partners II LP, in its capacity as subordinated representative on behalf of the holders of the Subordinated Notes, establishing the relative rights, priorities, and remedies of the senior and subordinated creditors with respect to the collateral and the obligations of the Company and its subsidiaries;
(l) Subordinated Note Purchase Agreement. The Subordinated Note Purchase Agreement with Crestline Mezzanine Partners II LP, providing for the issuance and sale of the Subordinated Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000), bearing interest at a rate of 11.5% per annum (PIK toggle), with an eight (8)-year maturity, and contractually subordinated in right of payment and lien priority to the Senior Secured Credit Facility pursuant to the terms of the Intercreditor Agreement;
(m) Mezzanine Warrant Agreement. The Mezzanine Warrant Agreement granting Crestline Mezzanine Partners II LP warrants to purchase equity interests representing 2.0% of the fully diluted equity of the Company on a post-closing basis, on the terms and conditions set forth therein, including customary anti-dilution protections and exercise mechanics;
(n) Co-Investment Agreement — Northvale Sovereign Holdings Ltd. The Co-Investment Agreement with Northvale Sovereign Holdings Ltd., pursuant to which Northvale Sovereign Holdings Ltd. will invest Two Hundred Million Dollars ($200,000,000) in the equity of the Company at or prior to the closing of the Merger;
(o) Co-Investment Agreement — Summit Ridge Capital Partners LP. The Co-Investment Agreement with Summit Ridge Capital Partners LP, pursuant to which Summit Ridge Capital Partners LP will invest One Hundred Million Dollars ($100,000,000) in the equity of the Company at or prior to the closing of the Merger; and
(p) Other Documents. Such other agreements, instruments, certificates, undertakings, notices, and documents as may be necessary, advisable, or desirable to consummate the transactions contemplated by the Merger Agreement, the financing arrangements, and the other Transaction Documents;
4. Approval of Equity Commitment
RESOLVED, that the Board acknowledges and approves the Equity Commitment Letter from Ardent Capital Partners III LP, committing to fund Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) in equity to the Company at or prior to the closing of the Merger for the purpose of financing the Merger consideration, transaction expenses, and related costs, on the terms and conditions set forth in the Equity Commitment Letter; and it is further
RESOLVED, that the Board further acknowledges and approves the co-investment commitments of (i) Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd. (contact: Ahmad Al-Rashid) and (ii) One Hundred Million Dollars ($100,000,000) from Summit Ridge Capital Partners LP (contact: Karen Lindstrom), to be funded at or prior to the closing of the Merger pursuant to the respective Co-Investment Agreements, and the Board authorizes the officers of the Company to take all actions necessary or desirable to give effect to such equity and co-investment commitments;
5. Capitalization of Merger Sub
RESOLVED, that the Company is hereby authorized to capitalize Merger Sub with such funds, equity, and other consideration as are necessary to effect the Merger and to fund Merger Sub's obligations under the Merger Agreement, and to take all actions necessary or desirable to cause Merger Sub to execute and deliver the Merger Agreement and to perform all of its obligations thereunder, including the consummation of the Merger; and it is further
RESOLVED, that the Company, acting in its capacity as the sole stockholder of Merger Sub, shall execute and deliver a written consent of the sole stockholder of Merger Sub approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of Merger Sub, and each officer of the Company is hereby authorized and directed to execute such written consent on behalf of the Company in its capacity as sole stockholder of Merger Sub;
6. Approval of Financing Arrangements
RESOLVED, that the incurrence of indebtedness by the Company and, following the effective time of the Merger, by Luminex Holdings as the surviving corporation and its subsidiaries, under the Senior Secured Credit Facility in an aggregate principal amount of up to One Billion Four Hundred Million Dollars ($1,400,000,000), and under the Subordinated Notes in the aggregate principal amount of Three Hundred Million Dollars ($300,000,000), and the grant of security interests, liens, pledges, and guarantees in connection therewith, including pursuant to the Guarantee and Collateral Agreement, the Credit Agreement, the Subordinated Note Purchase Agreement, and any related pledge agreements, security agreements, mortgages, intellectual property security agreements, deposit account control agreements, and other collateral documents, is hereby approved and authorized in all respects; and it is further
RESOLVED, that the Board acknowledges the Commitment Letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), issued by Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, together with the related Fee Letter dated March 8, 2025, and the terms and conditions set forth therein are hereby approved, and each officer of the Company is authorized to take all actions necessary or desirable to satisfy the conditions to the funding of the Senior Secured Credit Facility and the issuance of the Subordinated Notes, including the execution and delivery of all customary closing deliverables in connection therewith;
7. Approval of Insurance Arrangements
RESOLVED, that the procurement of the following insurance arrangements in connection with the Merger is hereby approved and authorized:
(a) Representations and Warranties Insurance Policy. A representations and warranties insurance policy (the "R&W Policy") from Grandview Specialty Insurance Company (Policy No. GSI-RWI-2025-04821), with an aggregate limit of liability of Four Hundred Twenty Million Dollars ($420,000,000) and a retention of Fourteen Million Dollars ($14,000,000) (to be split fifty percent (50%) by the seller parties and fifty percent (50%) by the buyer parties, resulting in a Buyer retention of Seven Million Dollars ($7,000,000) and a Seller retention of Seven Million Dollars ($7,000,000)), with an estimated premium of approximately Eight Million Four Hundred Thousand Dollars ($8,400,000), placed through Ashbury Risk Advisors LLC (Philip Navarro). The payment of the premium and all related costs and expenses in connection with the R&W Policy is hereby authorized; and
(b) D&O Tail Policy. A directors' and officers' liability insurance tail policy (the "D&O Tail Policy") from Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473), with an aggregate limit of liability of Fifty Million Dollars ($50,000,000) and a six (6)-year tail period following the effective time of the Merger, for the benefit of the current and former directors and officers of Luminex Holdings and its subsidiaries. The payment of the premium and all related costs and expenses in connection with the D&O Tail Policy is hereby authorized;
8. Approval of Amended and Restated Organizational Documents of the Surviving Corporation
RESOLVED, that the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Luminex Holdings, as the surviving corporation in the Merger, to be adopted and become effective as of the effective time of the Merger, substantially in the forms reviewed by the Board (copies of which have been made available to each director), are hereby approved in all respects; and it is further
RESOLVED, that each officer of the Company is hereby authorized and directed to take all actions necessary or desirable to cause such Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to become effective as of the effective time of the Merger, including the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as part of the Certificate of Merger or otherwise as contemplated by the Merger Agreement;
9. Regulatory Filings and Approvals
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, file, and deliver, or cause to be prepared, executed, filed, and delivered, all applications, notifications, filings, registrations, and other documents and submissions required or advisable in connection with the Merger under applicable federal, state, foreign, and supranational laws, regulations, and governmental requirements, including, without limitation:
(a) HSR Filing. A premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice (Transaction No. HSR-20250328-4192; filing fee: $2,390,000; filed March 28, 2025);
(b) CFIUS Filing. A voluntary joint notice to the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder at 31 C.F.R. Parts 800 and 802 (Tracking No. CFIUS-2025-0087; filed April 4, 2025);
(c) Swiss Filings. Such notifications and filings as may be required under Swiss competition law, the Swiss Federal Act on the Acquisition of Real Estate by Persons Abroad (Lex Koller), and applicable regulations of the Swiss State Secretariat for Economic Affairs ("SECO") (File No. 32-0973; filed April 7, 2025), prepared and submitted through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld);
(d) German Filing. A merger notification to the German Federal Cartel Office (Bundeskartellamt) pursuant to the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB") (File No. B6-34/25; filed April 9, 2025), prepared and submitted through Wendt Schäfer Rechtsanwälte PartG mbB (Dr. Katarina Wendt);
(e) EU Foreign Subsidies Regulation Filing. A notification under Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (the "EU Foreign Subsidies Regulation") (Case No. FSR.M.2025-0412; filed April 11, 2025), prepared and submitted through Breitfeld Hess & Partner AG; and
(f) Other Filings. Any other regulatory applications, notifications, filings, or approvals required under applicable law in any jurisdiction in connection with the Merger and the transactions contemplated by the Merger Agreement;
and it is further
RESOLVED, that the officers of the Company are hereby authorized and directed to respond to any requests for additional information or documentary material from any governmental authority in connection with any such filing, including any request for additional information and documentary material (commonly known as a "Second Request") under the HSR Act, and to take all actions necessary or desirable to obtain all required regulatory clearances and approvals as promptly as practicable, including the negotiation and entry into any consent decrees, hold-separate agreements, timing agreements, or other arrangements with applicable governmental authorities as the officers may deem necessary or advisable;
10. Certificate of Merger
RESOLVED, that the officers of the Company are hereby authorized and directed to cause to be prepared, executed, and filed a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, in such form as may be required by applicable law and at such time as is contemplated by the Merger Agreement, and to take all other actions necessary or desirable to cause the Merger to become effective, including the filing of any certificates, articles, or statements of merger or similar documents required to be filed in any other jurisdiction in connection with the Merger;
11. Appointment and Engagement of Advisors
RESOLVED, that the engagement of the following advisors in connection with the Merger and the transactions contemplated by the Merger Agreement and the Transaction Documents is hereby ratified, confirmed, and approved in all respects:
(a) Calderwood & Harkness LLP, as legal counsel to the Buyer and the Company (Matter No. 1001-00004; Responsible Partner: James Prentice; Billing Partner: Sandra Tung);
(b) Whitfield Partners LLC, as financial advisor to the Buyer (Lead Managing Director: Christopher Brennan);
(c) Pendleton & Associates LLP, as tax and accounting advisor to the Buyer and the Company (Engagement Partner: Richard Chow);
(d) Breitfeld Hess & Partner AG, as Swiss and European Union local counsel (Dr. Lukas Breitfeld);
(e) Wendt Schäfer Rechtsanwälte PartG mbB, as German local counsel (Dr. Katarina Wendt);
(f) Tan Liang & Associates LLP, as Singapore local counsel (Kelvin Tan); and
(g) Ashbury Risk Advisors LLC, as representations and warranties insurance broker (Philip Navarro);
and the payment by the Company, or the surviving corporation following the Merger, of all fees, expenses, and disbursements of such advisors incurred in connection with the Merger and the transactions contemplated by the Transaction Documents is hereby authorized;
12. Estimated Transaction Expenses
RESOLVED, that the Board acknowledges that the estimated aggregate transaction expenses of the Buyer (including the Company and Merger Sub) in connection with the Merger and the financing thereof are approximately Sixty-Two Million Dollars ($62,000,000), inclusive of legal fees, financial advisory fees, accounting and tax advisory fees, insurance premiums, regulatory filing fees, debt financing fees (including approximately Twenty-Four Million Dollars ($24,000,000) relating to original issue discount and arrangement fees payable in connection with the Senior Secured Credit Facility and the Subordinated Notes), and other customary closing costs; and it is further
RESOLVED, that the Board acknowledges that the estimated aggregate transaction expenses of the Seller (Luminex Holdings and its stockholders) are approximately Twenty-Nine Million Dollars ($29,000,000); and the payment by the Company or the surviving corporation of the Buyer's transaction expenses in connection with the Merger, the financing thereof, and the other transactions contemplated by the Transaction Documents is hereby authorized and approved;
13. Tax Elections
RESOLVED, that the officers of the Company are hereby authorized, in consultation with Calderwood & Harkness LLP (Sylvia Hartwell, Tax Department) and Pendleton & Associates LLP (Richard Chow, Engagement Partner), to evaluate, and if determined to be in the best interests of the Company and its stockholders, to make and file (or cause to be made and filed) a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and any corresponding or similar elections under applicable state, local, or foreign tax laws, with respect to the acquisition of Luminex Systems Inc. (Employer Identification Number: 86-2547210), a wholly owned domestic subsidiary of Luminex Holdings, and to execute and deliver all tax forms (including IRS Form 8023), elections, consents, and related documents in connection therewith, and to take all actions necessary or desirable to effectuate and preserve the benefits of any such election;
14. Authorization of Officers; General Authority
RESOLVED, that each officer of the Company (including, without limitation, any person serving as President, Vice President, Secretary, Treasurer, Assistant Secretary, or Assistant Treasurer of the Company) is hereby authorized and empowered, acting singly, to execute and deliver any and all agreements, documents, instruments, certificates, notices, consents, waivers, filings, applications, registrations, and other papers, and to take any and all further actions, on behalf of the Company, as such officer may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions, including in connection with the Merger, the Merger Agreement, the ancillary agreements and Transaction Documents, the financing arrangements, the regulatory filings, and all other transactions contemplated hereby and thereby, the execution and delivery of any such document or the taking of any such action by such officer to be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate; and it is further
RESOLVED, that the authority granted to the officers of the Company pursuant to this Written Consent shall include, without limitation, the authority to: (i) negotiate and agree to any changes, modifications, amendments, supplements, or waivers to any of the Transaction Documents; (ii) appoint attorneys-in-fact, designees, and agents of the Company to act on its behalf; (iii) open and maintain bank accounts, brokerage accounts, and escrow accounts in the name of the Company; (iv) make such filings with federal, state, local, and foreign governmental authorities and agencies as may be required or advisable; and (v) pay all fees, costs, expenses, and disbursements incurred in connection with the foregoing;
15. Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the negotiation, preparation, execution, and delivery of the Merger Agreement, the ancillary agreements, the financing commitments, the regulatory filings, and the other transactions contemplated thereby, including, without limitation:
(a) the incorporation of Merger Sub in the State of Delaware on March 7, 2025;
(b) the entry into the Exclusivity Agreement dated March 12, 2025, between Ardent Capital Partners III LP and Luminex Holdings;
(c) the entry into the Commitment Letter and Fee Letter with Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, each dated March 8, 2025;
(d) the engagement of Calderwood & Harkness LLP as legal counsel to the Buyer and the Company, effective March 10, 2025;
(e) the preparation and filing of the HSR premerger notification filing (Transaction No. HSR-20250328-4192), the voluntary joint notice to CFIUS (Tracking No. CFIUS-2025-0087), the Swiss competition and SECO/Lex Koller notifications (File No. 32-0973), the Bundeskartellamt merger notification (File No. B6-34/25), and the EU Foreign Subsidies Regulation notification (Case No. FSR.M.2025-0412); and
(f) all other actions taken to date in furtherance of the transactions described herein;
are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
EFFECTIVENESS
This Written Consent shall be effective as of March 24, 2025. This Written Consent may be executed in one or more counterparts (including by facsimile or other electronic transmission, including portable document format (PDF)), each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by electronic transmission (including PDF transmitted via email) shall be equally as effective as delivery of a manually executed counterpart hereof.
This Written Consent may be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained with the corporate records of the Company.
No further action or approval is required on the part of the Board of Directors or the sole stockholder of the Company to authorize the matters set forth herein, except as may be expressly contemplated by the resolutions above.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Ardent Apex Holdings Inc., have executed this Written Consent as of the date first set forth above.
________________________________________
Name: Theodore "Ted" Hargrove
Title: Director
Date: March 24, 2025
________________________________________
Name: Victoria Langford
Title: Director
Date: March 24, 2025
________________________________________
Name: Marcus Ellison
Title: Director
Date: March 24, 2025
________________________________________
Name: Priya Chandrasekaran
Title: Director
Date: March 24, 2025
________________________________________
Name: David Ng
Title: Director
Date: March 24, 2025
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
dated as of March 24, 2025
among
ARDENT APEX HOLDINGS INC.
ARDENT APEX MERGER SUB INC.
and
LUMINEX SYSTEMS HOLDINGS INC.
A copy of the Agreement and Plan of Merger dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc. is attached hereto and incorporated herein by reference. The Agreement and Plan of Merger is not reproduced within the body of this Written Consent but is maintained separately in the records of the Company and is available for inspection at the principal offices of the Company at 399 Park Avenue, 42nd Floor, New York, New York 10022.

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF ARDENT APEX HOLDINGS INC.

IN LIEU OF A MEETING

RECITALS

WHEREAS:

NOW, THEREFORE, BE IT:

RESOLUTIONS

EFFECTIVENESS

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

ARDENT APEX HOLDINGS INC.

ARDENT APEX MERGER SUB INC.

LUMINEX SYSTEMS HOLDINGS INC.

Record

Parties

Dates

Amounts