Contract analysis

1. Approval of the Merger Agreement RESOLVED, that the Merger Agreement, dated as of April 7, 2025, by and among Harrowgate Private Equity Fund IV LP, as Parent, Pinnacle Merger Sub, Inc., as the Company, and Pennfield Holdings, Inc., as Pennfield, in substantially the form presented to and reviewed by the sole director (together with all exhibits, schedules, annexes, and disclosure letters attached thereto), is here

2. Approval of the Merger RESOLVED, that the merger of the Company with and into Pennfield, with Pennfield as the Surviving Corporation and a wholly owned subsidiary of Parent, pursuant to Section 251 of the DGCL and in accordance with the terms and conditions of the Merger Agreement, is hereby approved, authorized, and adopted in all respects; and it is further RESOLVED, that upon the Effective Time of the Merger, t

3. Authorization to Execute and Deliver the Merger Agreement RESOLVED, that Jonah Whitfield, in his capacity as an authorized officer of the Company, and each other officer of the Company (each, an "Authorized Officer"), acting singly, is hereby authorized, empowered, and directed to execute and deliver the Merger Agreement on behalf of the Company, together with all exhibits, schedules, annexes, disclosure letters,

4. Approval of Ancillary Agreements RESOLVED, that each of the Ancillary Agreements, including without limitation the Equity Commitment Letter, the Co-Investment Agreement, the Limited Guarantee, the Voting and Support Agreement, the Rollover Agreement, the Escrow Agreement, and each other agreement, certificate, instrument, document, or undertaking contemplated by the Merger Agreement or otherwise necessary, appropr

5. Financing. RESOLVED, that the Company is hereby authorized to enter into, execute, deliver, and perform its obligations under, the financing arrangements contemplated by the Debt Commitment Letter, dated March 24, 2025, from Falconer National Bank, N.A. (acting in its capacity as Lead Arranger, Administrative Agent, and Collateral Agent) and Dunmore Capital Markets LLC (acting in its capacity as Co-Arranger and Jo

6. Certificate of Merger RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed, acting singly, to prepare, execute, verify, acknowledge, and file (or cause to be prepared, executed, verified, acknowledged, and filed) a Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with Section 251 of the DGCL, and to designate the date and

7. HSR Act and Regulatory Filings RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed, acting singly, to prepare, execute, and file, or to cause to be prepared, executed, and filed, on behalf of the Company (and, where applicable, the ultimate parent entity), all notifications, filings, applications, submissions, and reports required or advisable under the Hart-Sc

8. SEC Filings RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed, acting singly, to prepare, execute, and file, or to cause to be prepared, executed, and filed, all documents, reports, schedules, forms, statements, and other materials required to be filed with or furnished to the United States Securities and Exchange Commission (the "SEC") in connection with the

9. Authorization of Officers to Act RESOLVED, that Jonah Whitfield and any other Authorized Officer of the Company, acting singly, are each hereby authorized, empowered, and directed, in the name and on behalf of the Company, to: (a) execute, deliver, acknowledge, verify, and file (or cause to be executed, delivered, acknowledged, verified, and filed) any and all agreements, contracts, documents, instruments, certifi

10. Ratification of Prior Actions RESOLVED, that any and all actions heretofore taken by any officer, director, authorized representative, or agent of the Company, or by any other person acting on behalf of or at the direction of the Company, in connection with the Merger, the negotiation, preparation, execution, or delivery of the Transaction Documents, the engagement of advisors, the filing of any documents with an

11. General Authorization RESOLVED, that the Authorized Officers of the Company are hereby authorized to take any and all actions and to execute, deliver, and file any and all documents, instruments, certificates, and other writings as may be necessary or desirable to carry out and effectuate the purposes and intent of the foregoing resolutions, and any action taken by any Authorized Officer in furtherance of or cons