Contract analysis

Section 1. Board Resolutions Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company (the "Board") by unanimous written consent in lieu of a meeting, effective as of March 28, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Company's Certificate of Incorpor

Section 2. Shareholder Approval Attached hereto as Exhibit B is a true, correct, and complete copy of the written consent of the shareholders of the Company (the "Shareholder Consent"), executed by all holders of the outstanding capital stock of the Company, approving the transactions contemplated by the APA. The Shareholder Consent was executed in accordance with Section 228 of the DGCL and the Company's Certificate

Section 3. Incumbency of Officers The undersigned certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the Closing Date (June 30, 2024), holding the offices set forth opposite their respective names, and that the signatures set forth opposite their names are their true and genuine signatures: The undersigned further certifies that each of the abov

Section 4. Certificate of Incorporation Attached hereto as Exhibit C is a true, correct, and complete copy of the Certificate of Incorporation of Cardinal Peak Industries, Inc. as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment and certificates of designation filed with the Secretary of State of the State of Delaware through and including the date her

Section 5. Bylaws Attached hereto as Exhibit D is a true, correct, and complete copy of the Bylaws of Cardinal Peak Industries, Inc. as currently in effect (the "Bylaws"). The Bylaws have not been amended, modified, restated, or supplemented since July 15, 2021, and are in full force and effect as of the date hereof and as of the Closing Date. No proceedings are pending or contemplated for the amendment, modification

Section 6. Certificate of Good Standing Attached hereto as Exhibit E is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) of Cardinal Peak Industries, Inc. issued by the Secretary of State of the State of Delaware, dated as of June 24, 2024, being within six (6) calendar days of the Closing Date. The undersigned further certifies that the Company is d

Section 7. No Dissolution or Winding Up The undersigned certifies that no action has been taken, and no proceedings have been instituted or are contemplated, by the Board of Directors, the shareholders, or any other Person, for the voluntary or involuntary dissolution, liquidation, winding up, or termination of the existence of the Company. The Company has not filed, and has not authorized the filing of, a certificat

Section 8. No Amendments Since Signing The undersigned certifies that since the date of execution of the APA (April 2, 2024), no amendments, modifications, or supplements have been made to the Company's Certificate of Incorporation or Bylaws. There have been no changes in the officers or directors of the Company other than as previously disclosed to the Purchaser in writing prior to the date hereof. The organizationa

Section 9. General Certification and Reliance The undersigned is making the certifications contained herein based upon personal knowledge and a thorough review of the corporate books, records, and minute books of the Company maintained by the undersigned in his capacity as Secretary. The undersigned has taken all steps necessary to verify the accuracy and completeness of the matters certified herein, including inspec

1. State of Tennessee — dated June 21, 2024

2. State of Georgia — dated June 22, 2024

3. State of North Carolina — dated June 20, 2024

4. State of South Carolina — dated June 21, 2024

5. State of Alabama — dated June 24, 2024

6. Commonwealth of Virginia — dated June 22, 2024

7. Commonwealth of Kentucky — dated June 23, 2024 [This Exhibit E consists of _____ pages.] Shareholder | Percentage of Outstanding Shares Dr. Randall J. Whitfield | 52% Elaine Whitfield-Torres | 18% Ridgeline Growth Equity Fund II LP | 22% Other management shareholders (collectively) | 8% Total | 100% Name | Title | Signature Dr. Randall J. Whitfield | Chairman of the Board and Chief Executive Officer | ________ Ela