Contract analysis

ARTICLE I NAME The name of the corporation is Pinnacle Merger Sub, Inc. (hereinafter referred to as the "Corporation").

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is Capitol Registered Agents, Inc., a corporation organized and existing under the laws of the State of Delaware. The registered agent i

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation is formed specifically for the purpose of effecting a merger with Pennfield Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to an Agreement and Plan

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock").

Section 4.2 — Voting Rights. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or by the provisions of this Certificate of Incorporation, all shares of Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders.

Section 4.3 — No Other Classes. No other class or series of capital stock of the Corporation is hereby authorized. The Corporation shall not have authority to issue any shares of preferred stock or any other class or series of capital stock other than the Common Stock described in Section 4.1 of this Article IV.

ARTICLE V INCORPORATOR The name and mailing address of the sole incorporator of the Corporation is as follows: Name: Jonah Whitfield Address: c/o Harrowgate Capital Partners LLC, 1200 Market Street, Suite 3100, Wilmington, Delaware 19801 The powers of the sole incorporator shall cease upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware and the completion of the or

Section 6.1 — Initial Board; Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The initial Board of Directors shall consist of one (1) director. The number of directors constituting the entire Board of Directors may thereafter be fixed from time to time exclusively by resolution adopted by the Board of Directors, subject to

Section 6.2 — Initial Director. The name and mailing address of the person who is to serve as the initial director of the Corporation until the first annual meeting of stockholders of the Corporation or until his successor is duly elected and qualified, or until his earlier resignation, removal, or death, is as follows: Name: Jonah Whitfield Address: c/o Harrowgate Capital Partners LLC, 1200 Market Street, Suite 3100

Section 6.3 — Election. Directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so require.

Section 6.4 — Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors. Such removal may be effected at any annual or special meeting of the stockholders of the Corporation duly called for such purpose, or by the written consent of the stockholders in ac

ARTICLE VII LIMITATION OF LIABILITY To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for b

Section 8.1 — Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any p

Section 8.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnitee who is a director or officer of the Corporation in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of

Section 8.3 — Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred by this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation is specif

Section 8.4 — Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. Th

ARTICLE IX AMENDMENTS The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Any amendment, alteration, change, or repeal of this Certificate of Incorporation shall be effected in accordance with S

ARTICLE X BYLAWS In furtherance and not in limitation of the powers conferred upon the Board of Directors by statute, the Board of Directors is hereby expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation. Any adoption, amendment, or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the entire Board of Directors then in office. The st

ARTICLE XI EXISTENCE The Corporation is to have perpetual existence, subject to any dissolution in accordance with applicable law.

ARTICLE XII SOLE STOCKHOLDER ACTION Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be ne