1001-00006 · Ardent Capital Partners · Structure & Entity Selection

certificate-of-incorporation-intermediate-inc.docx DOCUMENT M&A / Corporate

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Delaware Secretary of State File No. 7834223 Filed: March 5, 2024

CERTIFICATE OF INCORPORATION

ARDENT HEALTHCARE INTERMEDIATE INC.

A Delaware Corporation

Organized Under the General Corporation Law of the State of Delaware (Title 8, Delaware Code)

The undersigned, being an authorized person for the purpose of forming a corporation under the provisions of the General Corporation Law of the State of Delaware, as set forth in Title 8 of the Delaware Code (the "DGCL"), does hereby certify as follows:

This Certificate of Incorporation has been prepared and is filed by Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006, as counsel to the incorporator named herein. This Certificate of Incorporation is filed with the Secretary of State of the State of Delaware pursuant to Section 101 and Section 102 of the DGCL.

ARTICLE I — NAME

The name of the corporation is Ardent Healthcare Intermediate 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 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle. The name of the registered agent of the Corporation at such address is Pemberton Industries. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office of the Corporation in the State of Delaware.

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 General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Corporation's principal business activity shall include, without limitation, serving as a holding company for direct and indirect equity interests in healthcare services businesses, including but not limited to urgent care clinics, ambulatory surgery centers, physician practice management organizations, and other related healthcare enterprises, and engaging in all activities incidental or related thereto.

ARTICLE IV — AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is Ten Thousand (10,000) shares, consisting of:

Ten Thousand (10,000) 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 any designation of preferences, qualifications, privileges, limitations, restrictions, and special or relative rights with respect to any class or series of preferred stock that may hereafter be authorized, the holders of Common Stock shall exclusively possess all voting power with respect to the Corporation.

Section 4.3 — Additional Classes or Series of Stock. The Board of Directors of the Corporation is hereby expressly authorized, by resolution or resolutions, at any time and from time to time, to provide for the issuance of shares of one or more additional classes or series of preferred stock or other capital stock, in each case with such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other special rights, and qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such stock, including, without limitation, the authority to provide that any such class or series may be (a) subject to redemption at such time or times and at such price or prices as the Board of Directors may determine; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times as the Board of Directors may determine, payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of stock; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation as the Board of Directors may determine; or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments as the Board of Directors may determine. The authority of the Board of Directors with respect to each class or series of preferred or other stock shall include, but not be limited to, determination of the following:

(i) the number of shares constituting such class or series and the distinctive designation of such class or series;

(ii) the dividend rate on the shares of such class or series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such class or series;

(iii) whether such class or series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(iv) whether such class or series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(v) whether or not the shares of such class or series shall be redeemable, and, if so, the terms and conditions of such redemption;

(vi) whether such class or series shall have a sinking fund for the redemption or purchase of shares of such class or series, and, if so, the terms and amount of such sinking fund; and

(vii) the rights of the shares of such class or series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such class or series.

The issuance of shares of any such class or series of preferred or other stock under the authority granted by this Section 4.3 may be effected without any vote or other action by the holders of Common Stock or any other class or series of stock of the Corporation then outstanding, unless the DGCL, any other applicable law, or this Certificate of Incorporation requires such a vote or action. The Board of Directors' authority under this Section 4.3 shall be subject at all times to the requirements of the DGCL and all other applicable law.

ARTICLE V — INCORPORATOR

The name and mailing address of the sole incorporator of the Corporation are as follows:

Name: Robert Jansen Title: Lead Associate, Tax, Calderwood & Harkness LLP Address: c/o Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006

The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware and the appointment of the initial director or directors of the Corporation as set forth in Article VI hereof. Upon such filing, all powers, duties, and responsibilities of the incorporator shall cease, and the governance of the Corporation shall be vested in the Board of Directors and the officers of the Corporation as provided herein, in the Bylaws, and under applicable law.

ARTICLE VI — BOARD OF DIRECTORS

Section 6.1 — Initial Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors constituting the initial Board of Directors of the Corporation is one (1). The name and mailing address of the person who is to serve as the initial director of the Corporation, and who shall serve until the first annual meeting of stockholders of the Corporation or until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal, is as follows:

Name: Marcus Pellegrino Address: c/o Ardent Capital Partners III LP, 600 Lexington Avenue, 38th Floor, New York, New York 10022

Section 6.2 — Number of Directors. Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time exclusively by or pursuant to a resolution adopted by the Board of Directors in accordance with the Bylaws of the Corporation. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 6.3 — Written Ballot Not Required. Elections of directors of the Corporation need not be by written ballot unless the Bylaws of the Corporation so provide. The manner of election of directors shall be governed by the Bylaws of the Corporation, subject to the requirements of the DGCL.

ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the General Corporation Law of the State of Delaware, as it presently exists or as it may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article VII shall not eliminate or limit the liability of a director to the extent that such elimination or limitation of liability is not permitted under the DGCL as in effect at the time such liability is determined. Without limiting the generality of the foregoing, this provision shall not eliminate or limit the liability of a director for:

(i) any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) liability for the payment of unlawful dividends or unlawful stock purchases or redemptions pursuant to Section 174 of the DGCL; or

(iv) any transaction from which the director derived an improper personal benefit.

If the DGCL is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal, or modification of this Article VII, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or with respect to any acts or omissions occurring prior to, such amendment, repeal, modification, or adoption. For purposes of this Article VII, a "director" of the Corporation shall, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, include any person who, pursuant to a provision of this Certificate of Incorporation, is designated as a director emeritus or given an equivalent designation.

ARTICLE VIII — INDEMNIFICATION

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, any person (a "Covered Person") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise (including service with respect to an employee benefit plan), against all liability, loss, and expense (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such Covered Person in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in this Article VIII, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation.

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 a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of any Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Covered Person is not entitled to be indemnified for such expenses under this Article VIII or otherwise. The Corporation may, in its discretion and by resolution of the Board of Directors, advance expenses to employees and agents of the Corporation or any of its subsidiaries on such terms and conditions as the Board of Directors may determine from time to time.

Section 8.3 — Non-Exclusivity. The rights to indemnification and advancement of expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, any provision of insurance, or otherwise. Without limiting the foregoing, the Corporation is authorized to enter into indemnification agreements with its directors, officers, employees, and agents to the fullest extent permitted by applicable law. The rights conferred upon Covered Persons in this Article VIII shall be contract rights and shall vest at the time such person becomes a director or officer of the Corporation. Such rights shall continue as to a Covered Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Covered Person's heirs, executors, and administrators. Any amendment, repeal, or modification of this Article VIII, or the adoption of any provision of this Certificate of Incorporation or the Bylaws inconsistent with this Article VIII, shall not adversely affect any right or protection existing hereunder with respect to any act or omission occurring prior to the time of such amendment, repeal, modification, or adoption.

ARTICLE IX — AMENDMENT OF CERTIFICATE OF INCORPORATION

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 the stockholders of the Corporation herein are granted subject to this reservation. Notwithstanding anything to the contrary contained herein, and in addition to any other vote that may be required by law, the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change, or repeal, or to adopt any provision inconsistent with, Article VII, Article VIII, Article XI, or Article XII of this Certificate of Incorporation.

ARTICLE X — AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors of the Corporation is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous written consent. The stockholders of the Corporation shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter, or repeal any provision of the Bylaws of the Corporation.

ARTICLE XI — SECTION 203 OPT-OUT (BUSINESS COMBINATIONS)

The Corporation hereby expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware, as it presently exists or may hereafter be amended. The Corporation acknowledges that Section 203 of the DGCL, relating to business combinations with interested stockholders, imposes certain restrictions on transactions between a corporation and certain significant stockholders. As the Corporation is formed as a wholly owned subsidiary of Ardent Healthcare Holdings LLC, a Delaware limited liability company, and is intended to remain within a controlled corporate group structure, the anti-takeover protections afforded by Section 203 of the DGCL are unnecessary and could impede future restructuring transactions, recapitalizations, mergers, or other corporate transactions contemplated by the Corporation's parent entities and their affiliates. Accordingly, the provisions of Section 203 of the DGCL shall not apply to the Corporation.

ARTICLE XII — EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Corporation;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation, or the Bylaws of the Corporation (as each may be amended from time to time); or

(iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. This Article XII shall not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. If any provision or provisions of this Article XII shall be held to be invalid, illegal, or unenforceable as applied to any person or entity or any circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Article XII, and the application of such provision or provisions to other persons or entities and circumstances, shall not in any way be affected or impaired thereby.

ARTICLE XIII — SOLE STOCKHOLDER; ORGANIZATIONAL MATTERS

The initial sole stockholder of the Corporation shall be Ardent Healthcare Holdings LLC, a Delaware limited liability company (EIN 93-2187445), with its principal business address at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and its registered address at c/o Pemberton Industries, 251 Little Falls Drive, Wilmington, Delaware 19808. All Ten Thousand (10,000) shares of Common Stock authorized hereunder shall be issued to Ardent Healthcare Holdings LLC upon the formation of the Corporation in exchange for such consideration as the Board of Directors shall determine.

The Corporation's Employer Identification Number (EIN) is 93-2187512.

The Corporation is formed to serve as an intermediate blocker entity in connection with the acquisition (the "Acquisition") of Pinnacle Health Services Group LLC, a Delaware limited liability company (EIN 82-1947632), by Ardent Capital Partners III LP, a Delaware limited partnership (EIN 87-3491520), and its affiliated co-investment vehicles. In furtherance of the Acquisition, the Corporation will hold one hundred percent (100%) of the membership interests in the surviving entity following the merger contemplated by that certain Agreement and Plan of Merger by and among Ardent Healthcare Holdings LLC, the Corporation, Pinnacle Health Services Group LLC, and the other parties thereto. The Corporation's organizational structure is designed to facilitate the tax-efficient structuring of the Acquisition and to serve as the primary intermediate holding entity within the acquisition structure.

EXECUTION AND ATTESTATION

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed this Certificate of Incorporation on this 5th day of March, 2024.

INCORPORATOR:

By: ________

Name: Robert Jansen

Title: Incorporator

Address: c/o Calderwood & Harkness LLP

One Liberty Plaza, 45th Floor New York, New York 10006

FILING RECEIPT

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

Filed — Secretary of State — State of Delaware

File No. 7834223

Date of Filing: March 5, 2024

This is to certify that the Certificate of Incorporation of Ardent Healthcare Intermediate Inc. has been duly filed in the office of the Secretary of State of the State of Delaware on the date indicated above.

________________________________________

Secretary of State State of Delaware

Delaware Secretary of State File No. 7834223 Filed: March 5, 2024
CERTIFICATE OF INCORPORATION
OF
ARDENT HEALTHCARE INTERMEDIATE INC.
A Delaware Corporation
Organized Under the General Corporation Law of the State of Delaware (Title 8, Delaware Code)
The undersigned, being an authorized person for the purpose of forming a corporation under the provisions of the General Corporation Law of the State of Delaware, as set forth in Title 8 of the Delaware Code (the "DGCL"), does hereby certify as follows:
This Certificate of Incorporation has been prepared and is filed by Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006, as counsel to the incorporator named herein. This Certificate of Incorporation is filed with the Secretary of State of the State of Delaware pursuant to Section 101 and Section 102 of the DGCL.
ARTICLE I — NAME
The name of the corporation is Ardent Healthcare Intermediate 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 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle. The name of the registered agent of the Corporation at such address is Pemberton Industries. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office of the Corporation in the State of Delaware.
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 General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Corporation's principal business activity shall include, without limitation, serving as a holding company for direct and indirect equity interests in healthcare services businesses, including but not limited to urgent care clinics, ambulatory surgery centers, physician practice management organizations, and other related healthcare enterprises, and engaging in all activities incidental or related thereto.
ARTICLE IV — AUTHORIZED CAPITAL STOCK
Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is Ten Thousand (10,000) shares, consisting of:
Ten Thousand (10,000) 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 any designation of preferences, qualifications, privileges, limitations, restrictions, and special or relative rights with respect to any class or series of preferred stock that may hereafter be authorized, the holders of Common Stock shall exclusively possess all voting power with respect to the Corporation.
Section 4.3 — Additional Classes or Series of Stock. The Board of Directors of the Corporation is hereby expressly authorized, by resolution or resolutions, at any time and from time to time, to provide for the issuance of shares of one or more additional classes or series of preferred stock or other capital stock, in each case with such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other special rights, and qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such stock, including, without limitation, the authority to provide that any such class or series may be (a) subject to redemption at such time or times and at such price or prices as the Board of Directors may determine; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times as the Board of Directors may determine, payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of stock; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation as the Board of Directors may determine; or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments as the Board of Directors may determine. The authority of the Board of Directors with respect to each class or series of preferred or other stock shall include, but not be limited to, determination of the following:
(i) the number of shares constituting such class or series and the distinctive designation of such class or series;
(ii) the dividend rate on the shares of such class or series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such class or series;
(iii) whether such class or series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(iv) whether such class or series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;
(v) whether or not the shares of such class or series shall be redeemable, and, if so, the terms and conditions of such redemption;
(vi) whether such class or series shall have a sinking fund for the redemption or purchase of shares of such class or series, and, if so, the terms and amount of such sinking fund; and
(vii) the rights of the shares of such class or series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such class or series.
The issuance of shares of any such class or series of preferred or other stock under the authority granted by this Section 4.3 may be effected without any vote or other action by the holders of Common Stock or any other class or series of stock of the Corporation then outstanding, unless the DGCL, any other applicable law, or this Certificate of Incorporation requires such a vote or action. The Board of Directors' authority under this Section 4.3 shall be subject at all times to the requirements of the DGCL and all other applicable law.
ARTICLE V — INCORPORATOR
The name and mailing address of the sole incorporator of the Corporation are as follows:
Name: Robert Jansen Title: Lead Associate, Tax, Calderwood & Harkness LLP Address: c/o Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006
The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware and the appointment of the initial director or directors of the Corporation as set forth in Article VI hereof. Upon such filing, all powers, duties, and responsibilities of the incorporator shall cease, and the governance of the Corporation shall be vested in the Board of Directors and the officers of the Corporation as provided herein, in the Bylaws, and under applicable law.
ARTICLE VI — BOARD OF DIRECTORS
Section 6.1 — Initial Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors constituting the initial Board of Directors of the Corporation is one (1). The name and mailing address of the person who is to serve as the initial director of the Corporation, and who shall serve until the first annual meeting of stockholders of the Corporation or until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal, is as follows:
Name: Marcus Pellegrino Address: c/o Ardent Capital Partners III LP, 600 Lexington Avenue, 38th Floor, New York, New York 10022
Section 6.2 — Number of Directors. Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time exclusively by or pursuant to a resolution adopted by the Board of Directors in accordance with the Bylaws of the Corporation. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 6.3 — Written Ballot Not Required. Elections of directors of the Corporation need not be by written ballot unless the Bylaws of the Corporation so provide. The manner of election of directors shall be governed by the Bylaws of the Corporation, subject to the requirements of the DGCL.
ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the General Corporation Law of the State of Delaware, as it presently exists or as it may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article VII shall not eliminate or limit the liability of a director to the extent that such elimination or limitation of liability is not permitted under the DGCL as in effect at the time such liability is determined. Without limiting the generality of the foregoing, this provision shall not eliminate or limit the liability of a director for:
(i) any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) liability for the payment of unlawful dividends or unlawful stock purchases or redemptions pursuant to Section 174 of the DGCL; or
(iv) any transaction from which the director derived an improper personal benefit.
If the DGCL is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal, or modification of this Article VII, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or with respect to any acts or omissions occurring prior to, such amendment, repeal, modification, or adoption. For purposes of this Article VII, a "director" of the Corporation shall, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, include any person who, pursuant to a provision of this Certificate of Incorporation, is designated as a director emeritus or given an equivalent designation.
ARTICLE VIII — INDEMNIFICATION
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, any person (a "Covered Person") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise (including service with respect to an employee benefit plan), against all liability, loss, and expense (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such Covered Person in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in this Article VIII, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation.
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 a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of any Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Covered Person is not entitled to be indemnified for such expenses under this Article VIII or otherwise. The Corporation may, in its discretion and by resolution of the Board of Directors, advance expenses to employees and agents of the Corporation or any of its subsidiaries on such terms and conditions as the Board of Directors may determine from time to time.
Section 8.3 — Non-Exclusivity. The rights to indemnification and advancement of expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, any provision of insurance, or otherwise. Without limiting the foregoing, the Corporation is authorized to enter into indemnification agreements with its directors, officers, employees, and agents to the fullest extent permitted by applicable law. The rights conferred upon Covered Persons in this Article VIII shall be contract rights and shall vest at the time such person becomes a director or officer of the Corporation. Such rights shall continue as to a Covered Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Covered Person's heirs, executors, and administrators. Any amendment, repeal, or modification of this Article VIII, or the adoption of any provision of this Certificate of Incorporation or the Bylaws inconsistent with this Article VIII, shall not adversely affect any right or protection existing hereunder with respect to any act or omission occurring prior to the time of such amendment, repeal, modification, or adoption.
ARTICLE IX — AMENDMENT OF CERTIFICATE OF INCORPORATION
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 the stockholders of the Corporation herein are granted subject to this reservation. Notwithstanding anything to the contrary contained herein, and in addition to any other vote that may be required by law, the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change, or repeal, or to adopt any provision inconsistent with, Article VII, Article VIII, Article XI, or Article XII of this Certificate of Incorporation.
ARTICLE X — AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors of the Corporation is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous written consent. The stockholders of the Corporation shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter, or repeal any provision of the Bylaws of the Corporation.
ARTICLE XI — SECTION 203 OPT-OUT (BUSINESS COMBINATIONS)
The Corporation hereby expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware, as it presently exists or may hereafter be amended. The Corporation acknowledges that Section 203 of the DGCL, relating to business combinations with interested stockholders, imposes certain restrictions on transactions between a corporation and certain significant stockholders. As the Corporation is formed as a wholly owned subsidiary of Ardent Healthcare Holdings LLC, a Delaware limited liability company, and is intended to remain within a controlled corporate group structure, the anti-takeover protections afforded by Section 203 of the DGCL are unnecessary and could impede future restructuring transactions, recapitalizations, mergers, or other corporate transactions contemplated by the Corporation's parent entities and their affiliates. Accordingly, the provisions of Section 203 of the DGCL shall not apply to the Corporation.
ARTICLE XII — EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Corporation;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;
(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation, or the Bylaws of the Corporation (as each may be amended from time to time); or
(iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. This Article XII shall not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. If any provision or provisions of this Article XII shall be held to be invalid, illegal, or unenforceable as applied to any person or entity or any circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Article XII, and the application of such provision or provisions to other persons or entities and circumstances, shall not in any way be affected or impaired thereby.
ARTICLE XIII — SOLE STOCKHOLDER; ORGANIZATIONAL MATTERS
The initial sole stockholder of the Corporation shall be Ardent Healthcare Holdings LLC, a Delaware limited liability company (EIN 93-2187445), with its principal business address at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and its registered address at c/o Pemberton Industries, 251 Little Falls Drive, Wilmington, Delaware 19808. All Ten Thousand (10,000) shares of Common Stock authorized hereunder shall be issued to Ardent Healthcare Holdings LLC upon the formation of the Corporation in exchange for such consideration as the Board of Directors shall determine.
The Corporation's Employer Identification Number (EIN) is 93-2187512.
The Corporation is formed to serve as an intermediate blocker entity in connection with the acquisition (the "Acquisition") of Pinnacle Health Services Group LLC, a Delaware limited liability company (EIN 82-1947632), by Ardent Capital Partners III LP, a Delaware limited partnership (EIN 87-3491520), and its affiliated co-investment vehicles. In furtherance of the Acquisition, the Corporation will hold one hundred percent (100%) of the membership interests in the surviving entity following the merger contemplated by that certain Agreement and Plan of Merger by and among Ardent Healthcare Holdings LLC, the Corporation, Pinnacle Health Services Group LLC, and the other parties thereto. The Corporation's organizational structure is designed to facilitate the tax-efficient structuring of the Acquisition and to serve as the primary intermediate holding entity within the acquisition structure.
EXECUTION AND ATTESTATION
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed this Certificate of Incorporation on this 5th day of March, 2024.
INCORPORATOR:
By: ________
Name: Robert Jansen
Title: Incorporator
Address: c/o Calderwood & Harkness LLP
One Liberty Plaza, 45th Floor New York, New York 10006
FILING RECEIPT
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
Filed — Secretary of State — State of Delaware
File No. 7834223
Date of Filing: March 5, 2024
This is to certify that the Certificate of Incorporation of Ardent Healthcare Intermediate Inc. has been duly filed in the office of the Secretary of State of the State of Delaware on the date indicated above.
________________________________________
Secretary of State State of Delaware

Delaware Secretary of State File No. 7834223 Filed: March 5, 2024

CERTIFICATE OF INCORPORATION

ARDENT HEALTHCARE INTERMEDIATE INC.

EXECUTION AND ATTESTATION

INCORPORATOR:

FILING RECEIPT

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

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