Contract analysis

1. Organization and Good Standing The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. The Company was formed by the filing of its Articles of Organization with the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code on March 14, 2014, and has continuously maintained its existence in goo

2. Operating Agreement The Operating Agreement remains in full force and effect as of the date hereof. The Operating Agreement has not been further amended, supplemented, restated, or otherwise modified since August 22, 2019, except as set forth in the resolutions attached hereto as Exhibit A (the "Member Resolutions"). No provision of the Operating Agreement has been waived in connection with the transactions contem

3. Member Resolutions Attached hereto as Exhibit A is a true, correct, and complete copy of the written consent of the Members of the Company (the "Member Resolutions"), adopted effective as of June 10, 2025. The Member Resolutions were duly adopted by the unanimous written consent of all Members holding one hundred percent (100%) of the outstanding membership interests of the Company, in accordance with the provisio

4. Incumbency Attached hereto as Exhibit C is a true, correct, and complete Incumbency Certificate setting forth the name, title, and specimen signature of each Person authorized to execute and deliver the APA and each Ancillary Agreement and any other document, instrument, certificate, or agreement to be delivered by the Company in connection with the transactions contemplated by the APA. As set forth in greater det

5. No Revocation or Modification None of the Member Resolutions, or any authority granted thereunder, has been amended, restated, rescinded, or revoked, in whole or in part, and each such resolution remains in full force and effect as of the date hereof. No proceedings have been instituted, and no proceedings are pending or, to the knowledge of the undersigned, threatened, for the dissolution, liquidation, or winding

6. Authorized Transactions The Member Resolutions authorize the sale of substantially all of the assets of the Company to Buyer pursuant to the APA for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments as set forth in the APA, together with the execution, delivery, and performance of all Ancillary Agreements and related documents, instruments, and certificates cont

7. Reliance This Certificate is being delivered to Buyer pursuant to Section 8.02(e) of the APA as a condition precedent to the obligation of Buyer to consummate the Closing. Buyer, its counsel, Calderwood & Harkness LLP, and the Senior Lender, Ironclad National Bank, are each entitled to rely upon this Certificate and each of the Exhibits and attachments hereto in connection with the consummation of the transactions

8. Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of the laws of any other jurisdiction. [Remainder of this page intentionally left blank. Execution page follows.] EXECUTION PAGE TO SECRETARY'S CERTIFICATE OF LAKEWOOD REGIONAL HEALTH PARTNERS, LLC IN WITNESS W