1003-00004 · Harrowgate Private Equity Fund IV LP · Corporate/Governance

merger-sub-board-resolutions.docx DOCUMENT M&A / Corporate

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UNANIMOUS WRITTEN CONSENT OF THE SOLE DIRECTOR OF PINNACLE MERGER SUB, INC.

Action by Written Consent in Lieu of a Meeting

Pursuant to Section 141(f) of the Delaware General Corporation Law

April 7, 2025

The undersigned, being the sole member of the Board of Directors (the "Board") of Pinnacle Merger Sub, Inc., a Delaware corporation (the "Company"), hereby adopts the following preamble, recitals, and resolutions by unanimous written consent in lieu of a meeting, effective as of the date first set forth above, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, as amended (the "DGCL"). This written consent is adopted without the necessity of a meeting of the Board, and without prior notice, in accordance with the provisions of Section 141(f) of the DGCL and Article III of the Bylaws of the Company. This action by written consent shall have the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting.

RECITALS

WHEREAS, the following recitals set forth the background, purpose, and context of the resolutions adopted herein:

A. Background of the Company

WHEREAS, the Company, Pinnacle Merger Sub, Inc., is a corporation duly organized and existing under the laws of the State of Delaware, bearing Employer Identification Number 93-4081562, with its registered office located at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, and its registered agent for service of process in the State of Delaware being Pemberton Industries at such address;

WHEREAS, the Company was incorporated on March 14, 2025, by Jonah Whitfield, as sole incorporator, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware, for the sole and express purpose of effecting a merger with Pennfield Holdings, Inc., a Delaware corporation, and has not conducted any business operations, acquired any assets, or incurred any liabilities other than in connection with the transactions described herein and the organizational matters incident to its formation;

WHEREAS, all of the issued and outstanding shares of capital stock of the Company, consisting of 100 shares of common stock, par value $0.01 per share, are owned beneficially and of record by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent" or "HPE Fund IV"), Employer Identification Number 87-2263148, with its principal office located at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, and Parent is therefore the sole stockholder of the Company;

WHEREAS, the general partner of Parent is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, and the investment manager of Parent is Harrowgate Capital Partners LLC, a Delaware limited liability company (together with Parent and the general partner, the "Harrowgate Entities"), and the investment committee of Harrowgate Capital Partners LLC has duly approved the transactions described herein pursuant to the governing documents of the Harrowgate Entities;

B. Description of the Transaction

WHEREAS, Parent, the Company, and Pennfield Holdings, Inc., a Delaware corporation ("Pennfield"), whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "PNFD" and identified by CUSIP number 708234109, and which maintains its principal executive offices at 4500 Commerce Boulevard, Suite 800, Charlotte, North Carolina 28202, have negotiated and propose to enter into an Agreement and Plan of Merger, dated as of April 7, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), a substantially final form of which has been presented to the undersigned for review;

WHEREAS, pursuant to the Merger Agreement, the Company will merge with and into Pennfield (the "Merger") in a reverse triangular merger effected under Section 251 of the DGCL, with Pennfield continuing as the surviving corporation of the Merger (in such capacity, the "Surviving Corporation") and becoming a wholly owned subsidiary of Parent, and the separate corporate existence of the Company shall thereupon cease;

WHEREAS, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of Pennfield ("Pennfield Common Stock") issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by Parent, the Company, or any direct or indirect wholly owned subsidiary of Parent or the Company, (ii) shares owned by Pennfield or any direct or indirect wholly owned subsidiary of Pennfield, and (iii) shares held by stockholders who have properly and validly exercised and perfected their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive $15.95 per share in cash, without interest and subject to any applicable withholding taxes (the "Per Share Merger Consideration");

WHEREAS, the aggregate merger consideration to be paid in connection with the Merger is approximately $980,000,000 (nine hundred eighty million dollars) (the "Aggregate Merger Consideration"), calculated on a fully diluted basis with respect to 61,450,000 fully diluted shares of Pennfield Common Stock, which fully diluted share count consists of approximately 58,200,000 shares of Pennfield Common Stock issued and outstanding as of April 4, 2025, plus approximately 3,250,000 shares of Pennfield Common Stock underlying outstanding stock options and restricted stock units granted under Pennfield's equity incentive plans;

WHEREAS, the Per Share Merger Consideration of $15.95 represents a premium of approximately 30.95% to the 30-day volume-weighted average price of Pennfield Common Stock of $12.18 per share for the period ending April 4, 2025, a premium of approximately 27.6% to the closing price of Pennfield Common Stock on April 4, 2025, and a premium of approximately 35.2% to the 60-day volume-weighted average price of Pennfield Common Stock for the period ending April 4, 2025;

WHEREAS, the consummation of the Merger constitutes a "change of control" (or similar term) under certain of Pennfield's existing material agreements, including, without limitation, certain of Pennfield's credit agreements, customer agreements, executive employment agreements, and equity incentive plans, and the parties have taken or will take such actions as may be required in connection therewith;

WHEREAS, the Merger Agreement provides that the consummation of the Merger is conditioned upon, among other things, the approval and adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Pennfield Common Stock entitled to vote thereon, in accordance with Section 251 of the DGCL and Pennfield's Certificate of Incorporation and Bylaws (the "Stockholder Approval");

C. Description of Ancillary Agreements

WHEREAS, in connection with the Merger and the Merger Agreement, the following ancillary agreements have been or will be entered into by the parties identified below:

(i) Equity Commitment Letter. An Equity Commitment Letter, dated March 27, 2025 (the "Equity Commitment Letter"), pursuant to which Parent has committed to contribute $340,000,000 (three hundred forty million dollars) in cash equity to the Company at or prior to the closing of the Merger, on the terms and subject to the conditions set forth therein, for the purpose of funding a portion of the Aggregate Merger Consideration and related fees, costs, and expenses;

(ii) Co-Investment Agreement. A Co-Investment Agreement, dated March 27, 2025 (the "Co-Investment Agreement"), by and between Parent and Ashford Growth Partners LP, a Delaware limited partnership ("Ashford"), pursuant to which Ashford has committed to co-invest $60,000,000 (sixty million dollars) alongside Parent in connection with the Merger, on the terms and subject to the conditions set forth therein;

(iii) Limited Guarantee. A Limited Guarantee, dated as of April 7, 2025 (the "Limited Guarantee"), executed by Parent in favor of Pennfield, pursuant to which Parent has guaranteed certain payment obligations of the Company arising under or in connection with the Merger Agreement, including the reverse termination fee of $58,800,000 (fifty-eight million eight hundred thousand dollars), on the terms and subject to the conditions and limitations set forth therein;

(iv) Voting and Support Agreement. A Voting and Support Agreement, dated as of April 7, 2025 (the "Voting and Support Agreement"), by and among Parent, the Company, and each of Catherine Langford, Derek Simmons, and Maxwell Dunn (each a "Supporting Stockholder" and collectively, the "Supporting Stockholders"), pursuant to which each Supporting Stockholder has agreed, among other things, to vote all shares of Pennfield Common Stock owned by such Supporting Stockholder in favor of the adoption of the Merger Agreement and against any competing proposal, on the terms and subject to the conditions set forth therein;

(v) Rollover Agreement. A Rollover Agreement, dated as of April 7, 2025 (the "Rollover Agreement"), by and among Parent and each of Catherine Langford, Derek Simmons, and Maxwell Dunn, pursuant to which each such individual has agreed to contribute, or cause to be contributed, to Parent (or a designated investment vehicle) equity interests in exchange for interests in Parent (or such designated investment vehicle) in the following amounts: Catherine Langford — $12,500,000 (twelve million five hundred thousand dollars); Derek Simmons — $5,000,000 (five million dollars); and Maxwell Dunn — $4,000,000 (four million dollars), for aggregate management rollover equity of $21,500,000 (twenty-one million five hundred thousand dollars), on the terms and subject to the conditions set forth therein;

(vi) Escrow Agreement. An Escrow Agreement, dated as of April 7, 2025 (the "Escrow Agreement"), by and among Pennfield, Parent, and Grandview Trust Company, N.A., a national banking association, as escrow agent, establishing an escrow fund in the amount of $34,300,000 (thirty-four million three hundred thousand dollars), equal to 3.5% of the Aggregate Merger Consideration, to secure certain obligations arising under the Merger Agreement, including the termination fee payable by Pennfield under certain circumstances specified therein;

(vii) Debt Commitment Letter. A Debt Commitment Letter, dated March 24, 2025 (the "Debt Commitment Letter"), from Falconer National Bank, N.A. and Dunmore Capital Markets LLC (together, the "Commitment Parties"), pursuant to which the Commitment Parties have committed, subject to the terms and conditions set forth therein, to provide (a) a $490,000,000 (four hundred ninety million dollars) Senior Secured Term Loan B facility and (b) a $150,000,000 (one hundred fifty million dollars) Senior Secured Revolving Credit Facility (collectively, the "Financing Commitments"), to finance, together with the equity commitments described above, the Aggregate Merger Consideration and the payment of related fees, costs, and expenses;

(viii) Representations and Warranty Insurance. A buyer-side representations and warranty insurance policy (the "R&W Policy") issued by Meridian Specialty Insurance Company, with a policy limit of $100,000,000 (one hundred million dollars) and a retention (self-insured amount) of $9,800,000 (nine million eight hundred thousand dollars), equal to 1.0% of the Aggregate Merger Consideration, binding as of the date hereof, subject to customary terms and conditions;

WHEREAS, the agreements, instruments, and documents described in clauses (i) through (viii) above are collectively referred to herein as the "Ancillary Agreements" and, together with the Merger Agreement, the "Transaction Documents";

D. Advisors. WHEREAS, in connection with the evaluation and negotiation of the Merger and the Transaction Documents, the Board has had the benefit of the advice and counsel of Calderwood & Harkness LLP, acting as legal counsel to Parent and the Company (Responsible Partner: Oliver Mackenzie, Esq.; matter number 1003-00004), and Ridgepoint Partners LLC, acting as financial advisor to Parent (Senior Managing Director: Marcus Hale), and the Board has had the opportunity to review and discuss with such advisors the terms, conditions, and implications of the Merger and the Transaction Documents;

WHEREAS, Marsden & Holt LLP is serving as local Delaware counsel to Parent and the Company in connection with matters of Delaware corporate law arising out of the Merger and the Transaction Documents (Partner: Elizabeth Parrish, Esq.);

E. Determination of the Board

WHEREAS, the sole director, acting in his capacity as the sole member of the Board, has carefully reviewed the Merger Agreement and each of the Ancillary Agreements, has considered the terms, conditions, and provisions thereof, has consulted with the Company's legal and financial advisors, and has determined that (i) the Merger Agreement, the Ancillary Agreements, and the transactions contemplated thereby, including the Merger, are fair, advisable, and in the best interests of the Company and its sole stockholder, and (ii) it is desirable and in the best interests of the Company that the Company enter into the Merger Agreement and the Ancillary Agreements and consummate the Merger and the other transactions contemplated by the Transaction Documents;

NOW, THEREFORE, BE IT, and it is hereby:

RESOLUTIONS

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 hereby approved, adopted, and ratified in all respects; and it is further

RESOLVED, that the terms and conditions of the Merger Agreement, including without limitation each of the following material terms, are hereby specifically approved and declared advisable:

(a) the Per Share Merger Consideration of $15.95 per fully diluted share of Pennfield Common Stock, payable in cash at the Effective Time, resulting in an Aggregate Merger Consideration of approximately $980,000,000;

(b) the indemnification cap of $117,600,000, representing 12% of the Aggregate Merger Consideration, limiting the aggregate liability of Pennfield's stockholders for breaches of representations and warranties under the Merger Agreement (subject to customary carve-outs for fraud, willful misconduct, and fundamental representations);

(c) the termination fee of $34,300,000, representing 3.5% of the Aggregate Merger Consideration, payable by Pennfield to Parent upon the occurrence of certain termination events specified in the Merger Agreement, including termination in connection with a superior proposal or a change of the Pennfield board's recommendation;

(d) the reverse termination fee of $58,800,000, representing 6.0% of the Aggregate Merger Consideration, payable by Parent to Pennfield upon the occurrence of certain termination events specified in the Merger Agreement, including termination resulting from the failure to obtain required antitrust approvals or a financing failure;

(e) the Outside Date of September 30, 2025, after which either party may terminate the Merger Agreement if the closing of the Merger has not occurred (subject to extension under the terms of the Merger Agreement);

(f) the "no-shop" covenant set forth in the Merger Agreement restricting Pennfield and its representatives from, directly or indirectly, soliciting, initiating, knowingly encouraging, or knowingly facilitating any competing acquisition proposal, subject to the fiduciary-out exception permitting the Pennfield board of directors, prior to the receipt of the Stockholder Approval, to engage in negotiations with, and provide information to, a third party that has made an unsolicited bona fide written acquisition proposal that the Pennfield board determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or is reasonably likely to lead to a superior proposal;

(g) the marketing period of 15 business days following the date of the Merger Agreement (commencing on the first business day following the date on which Pennfield has provided the Required Financial Information (as defined in the Merger Agreement) to the Commitment Parties) during which the Company and the Commitment Parties will be entitled to syndicate the debt financing contemplated by the Debt Commitment Letter; and

(h) the minimum condition requiring the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Pennfield Common Stock entitled to vote thereon;

and it is further

RESOLVED, that the sole director hereby declares and determines that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of the Company and its sole stockholder.

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, the separate corporate existence of the Company shall cease, and Pennfield shall continue as the Surviving Corporation under the name "Pennfield Holdings, Inc." (or such other name as may be determined by Parent prior to the Effective Time), with the certificate of incorporation and bylaws of Pennfield as in effect at the Effective Time being amended and restated in their entirety as set forth in the Merger Agreement, and with the directors and officers of the Surviving Corporation being those persons designated in accordance with the terms of the Merger Agreement.

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, and other attachments thereto, with such changes, amendments, modifications, supplements, or additions thereto as such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof), and to perform the Company's obligations thereunder; and it is further

RESOLVED, that the execution and delivery by any Authorized Officer of the Merger Agreement, as so modified, amended, or supplemented, shall constitute conclusive evidence of the approval of such modifications, amendments, or supplements by the Board.

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, appropriate, or advisable to consummate the Merger and the other transactions contemplated by the Transaction Documents, is hereby approved, authorized, adopted, and ratified in all respects; and it is further

RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed, acting singly, to execute and deliver each such Ancillary Agreement and Transaction Document on behalf of the Company, with such changes, amendments, modifications, supplements, or additions as any Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof), and to perform the Company's obligations thereunder.

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 Joint Bookrunner), including without limitation:

(a) the $490,000,000 Senior Secured Term Loan B facility (with a maturity of seven years from the closing date, bearing interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 400 basis points per annum, subject to a SOFR floor of 0.50% and customary step-downs), to be secured by substantially all assets of the Surviving Corporation and its subsidiaries on a first-priority basis; and

(b) the $150,000,000 Senior Secured Revolving Credit Facility (with a maturity of five years from the closing date, bearing interest at a rate equal to SOFR plus 350 basis points per annum, subject to a SOFR floor of 0.50% and customary step-downs, and including a letter of credit sub-facility and a swingline sub-facility), to be secured on a pari passu basis with the Term Loan B facility;

and it is further

RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed, acting singly, to negotiate, execute, and deliver any and all credit agreements, security agreements, pledge agreements, intercreditor agreements, guarantees, notes, mortgages, deeds of trust, account control agreements, intellectual property security agreements, joinder agreements, officer's certificates, solvency certificates, and all other agreements, documents, instruments, and certificates required or contemplated in connection with the Financing Commitments, and to take all actions and make all filings necessary or desirable in connection therewith, including filings under the Uniform Commercial Code.

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 time at which the Merger shall become effective (which may be the date of filing of the Certificate of Merger or such later date and time as may be specified in the Certificate of Merger, but in no event later than the time permitted by applicable law), and to take all such further actions as may be required by the DGCL or any other applicable law to make the Merger effective; and it is further

RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed to prepare, execute, and file (or cause to be prepared, executed, and filed) any certificates of merger, articles of merger, or similar documents required to be filed in any other jurisdiction in which Pennfield or any of its subsidiaries is qualified to do business, as may be necessary or desirable in connection with the Merger.

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-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, including the Notification and Report Form required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, together with all documentary attachments, supplements, and amendments thereto; and it is further

RESOLVED, that the Authorized Officers are hereby authorized to pay the HSR Act filing fee of $280,000 and all other filing fees, costs, and expenses associated with such regulatory filings; and it is further

RESOLVED, that the estimated date for filing of the HSR Act notification is April 8, 2025, and the anticipated initial waiting period under the HSR Act is 30 calendar days from the date on which all required filings have been made (subject to early termination of the waiting period by the reviewing agency or extension by issuance of a request for additional information or documentary material); and it is further

RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed to prepare, execute, and file, or to cause to be prepared, executed, and filed, any and all other notifications, filings, applications, submissions, and reports required or advisable under any other applicable antitrust, competition, foreign investment, or regulatory laws, regulations, or requirements of any governmental authority, whether federal, state, local, or foreign, in connection with the Merger and the transactions contemplated by the Transaction Documents.

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 Merger, including without limitation Schedule 13E-3 (Rule 13e-3 Transaction Statement) relating to the going-private transaction contemplated by the Merger; and it is further

RESOLVED, that the Authorized Officers of the Company are hereby authorized, empowered, and directed to cooperate fully with Pennfield and its representatives in the preparation, review, and filing of (a) the Schedule 14A proxy statement to be filed by Pennfield with the SEC in connection with the solicitation of the Stockholder Approval, (b) any amendments or supplements thereto, and (c) any Current Reports on Form 8-K or other filings with the SEC as may be required or advisable in connection with the execution of the Merger Agreement, the consummation of the Merger, or the other transactions contemplated by the Transaction Documents; and it is further

RESOLVED, that the Authorized Officers are hereby authorized to review, comment on, and approve (on behalf of the Company) any disclosure regarding the Company, Parent, or the Harrowgate Entities included in any such SEC filings.

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, certificates, notices, consents, waivers, affidavits, letters, communications, and other papers and writings as may be necessary, appropriate, or advisable in connection with the Merger, the Transaction Documents, or any of the transactions contemplated thereby;

(b) pay, or cause to be paid, all fees, costs, expenses, charges, and taxes (including without limitation the HSR Act filing fee, any Delaware Secretary of State filing fees, any transfer taxes, any recording fees, and any SEC filing fees) arising in connection with the Merger, the Transaction Documents, or any of the transactions contemplated thereby;

(c) take all such further actions, and execute and deliver all such further documents, instruments, and certificates, as such Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the Merger and the other transactions contemplated by the Transaction Documents, the determination of such Authorized Officer that any such action is necessary, appropriate, or advisable to be conclusive evidence thereof; and

(d) engage, retain, and compensate, on behalf of and at the expense of the Company, such agents, advisors, attorneys, accountants, consultants, investment bankers, and other professionals as such Authorized Officer may deem necessary or desirable in connection with the Merger and the transactions contemplated by the Transaction Documents, and to execute and deliver engagement letters, fee agreements, and indemnification agreements in connection therewith.

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 any governmental authority, or any other matter contemplated by the foregoing recitals and resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company, with the same force and effect as though each such action had been taken pursuant to the specific prior authorization of the Board.

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 consistent with the foregoing resolutions shall be, and hereby is, approved, adopted, ratified, and confirmed in all respects; and it is further

RESOLVED, that any and all actions taken prior to the date of these resolutions by any officer, director, or authorized representative of the Company that are within the authority conferred by the foregoing resolutions are hereby ratified, confirmed, approved, and adopted as the acts and deeds of the Company; and it is further

RESOLVED, that the authority granted by these resolutions shall continue in full force and effect until the earlier of (a) the consummation of the Merger or (b) the termination of the Merger Agreement in accordance with its terms, at which time such authority shall terminate except to the extent necessary to complete any actions or transactions that are then in process or that arise out of or relate to the wind-down of the Company's affairs following such termination; and it is further

RESOLVED, that these resolutions shall supersede any prior resolution of the Board that is inconsistent herewith, but only to the extent of such inconsistency.

SIGNATURE

IN WITNESS WHEREOF, the undersigned, being the sole director of the Company, has executed this Unanimous Written Consent as of the date first written above, to be effective as of April 7, 2025.

SOLE DIRECTOR:

________________________________________

Name: Jonah Whitfield

Title: Sole Director

Date: April 7, 2025

ACKNOWLEDGMENT AND CONSENT

This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission), each of which shall be deemed an original for all purposes and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or portable document format (.pdf) transmission shall be deemed to be original signatures for all purposes.

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained at the principal office of the Company or at such other location as may be determined by the Secretary of the Company, in accordance with Section 141(f) of the DGCL and the Bylaws of the Company.

This Unanimous Written Consent shall be effective as of the date first written above, being April 7, 2025, and shall constitute the action of the Board in all respects as if such action had been taken at a meeting of the Board duly called and held on such date.

CONFIDENTIAL — This document constitutes a privileged and confidential attorney-client communication prepared at the direction of Calderwood & Harkness LLP. This document is not to be reproduced or distributed without the prior written consent of Calderwood & Harkness LLP. Matter No. 1003-00004.

UNANIMOUS WRITTEN CONSENT OF THE SOLE DIRECTOR OF PINNACLE MERGER SUB, INC.
Action by Written Consent in Lieu of a Meeting
Pursuant to Section 141(f) of the Delaware General Corporation Law
April 7, 2025
The undersigned, being the sole member of the Board of Directors (the "Board") of Pinnacle Merger Sub, Inc., a Delaware corporation (the "Company"), hereby adopts the following preamble, recitals, and resolutions by unanimous written consent in lieu of a meeting, effective as of the date first set forth above, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, as amended (the "DGCL"). This written consent is adopted without the necessity of a meeting of the Board, and without prior notice, in accordance with the provisions of Section 141(f) of the DGCL and Article III of the Bylaws of the Company. This action by written consent shall have the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting.
RECITALS
WHEREAS, the following recitals set forth the background, purpose, and context of the resolutions adopted herein:
A. Background of the Company
WHEREAS, the Company, Pinnacle Merger Sub, Inc., is a corporation duly organized and existing under the laws of the State of Delaware, bearing Employer Identification Number 93-4081562, with its registered office located at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, and its registered agent for service of process in the State of Delaware being Pemberton Industries at such address;
WHEREAS, the Company was incorporated on March 14, 2025, by Jonah Whitfield, as sole incorporator, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware, for the sole and express purpose of effecting a merger with Pennfield Holdings, Inc., a Delaware corporation, and has not conducted any business operations, acquired any assets, or incurred any liabilities other than in connection with the transactions described herein and the organizational matters incident to its formation;
WHEREAS, all of the issued and outstanding shares of capital stock of the Company, consisting of 100 shares of common stock, par value $0.01 per share, are owned beneficially and of record by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent" or "HPE Fund IV"), Employer Identification Number 87-2263148, with its principal office located at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, and Parent is therefore the sole stockholder of the Company;
WHEREAS, the general partner of Parent is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, and the investment manager of Parent is Harrowgate Capital Partners LLC, a Delaware limited liability company (together with Parent and the general partner, the "Harrowgate Entities"), and the investment committee of Harrowgate Capital Partners LLC has duly approved the transactions described herein pursuant to the governing documents of the Harrowgate Entities;
B. Description of the Transaction
WHEREAS, Parent, the Company, and Pennfield Holdings, Inc., a Delaware corporation ("Pennfield"), whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "PNFD" and identified by CUSIP number 708234109, and which maintains its principal executive offices at 4500 Commerce Boulevard, Suite 800, Charlotte, North Carolina 28202, have negotiated and propose to enter into an Agreement and Plan of Merger, dated as of April 7, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), a substantially final form of which has been presented to the undersigned for review;
WHEREAS, pursuant to the Merger Agreement, the Company will merge with and into Pennfield (the "Merger") in a reverse triangular merger effected under Section 251 of the DGCL, with Pennfield continuing as the surviving corporation of the Merger (in such capacity, the "Surviving Corporation") and becoming a wholly owned subsidiary of Parent, and the separate corporate existence of the Company shall thereupon cease;
WHEREAS, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of Pennfield ("Pennfield Common Stock") issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by Parent, the Company, or any direct or indirect wholly owned subsidiary of Parent or the Company, (ii) shares owned by Pennfield or any direct or indirect wholly owned subsidiary of Pennfield, and (iii) shares held by stockholders who have properly and validly exercised and perfected their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive $15.95 per share in cash, without interest and subject to any applicable withholding taxes (the "Per Share Merger Consideration");
WHEREAS, the aggregate merger consideration to be paid in connection with the Merger is approximately $980,000,000 (nine hundred eighty million dollars) (the "Aggregate Merger Consideration"), calculated on a fully diluted basis with respect to 61,450,000 fully diluted shares of Pennfield Common Stock, which fully diluted share count consists of approximately 58,200,000 shares of Pennfield Common Stock issued and outstanding as of April 4, 2025, plus approximately 3,250,000 shares of Pennfield Common Stock underlying outstanding stock options and restricted stock units granted under Pennfield's equity incentive plans;
WHEREAS, the Per Share Merger Consideration of $15.95 represents a premium of approximately 30.95% to the 30-day volume-weighted average price of Pennfield Common Stock of $12.18 per share for the period ending April 4, 2025, a premium of approximately 27.6% to the closing price of Pennfield Common Stock on April 4, 2025, and a premium of approximately 35.2% to the 60-day volume-weighted average price of Pennfield Common Stock for the period ending April 4, 2025;
WHEREAS, the consummation of the Merger constitutes a "change of control" (or similar term) under certain of Pennfield's existing material agreements, including, without limitation, certain of Pennfield's credit agreements, customer agreements, executive employment agreements, and equity incentive plans, and the parties have taken or will take such actions as may be required in connection therewith;
WHEREAS, the Merger Agreement provides that the consummation of the Merger is conditioned upon, among other things, the approval and adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Pennfield Common Stock entitled to vote thereon, in accordance with Section 251 of the DGCL and Pennfield's Certificate of Incorporation and Bylaws (the "Stockholder Approval");
C. Description of Ancillary Agreements
WHEREAS, in connection with the Merger and the Merger Agreement, the following ancillary agreements have been or will be entered into by the parties identified below:
(i) Equity Commitment Letter. An Equity Commitment Letter, dated March 27, 2025 (the "Equity Commitment Letter"), pursuant to which Parent has committed to contribute $340,000,000 (three hundred forty million dollars) in cash equity to the Company at or prior to the closing of the Merger, on the terms and subject to the conditions set forth therein, for the purpose of funding a portion of the Aggregate Merger Consideration and related fees, costs, and expenses;
(ii) Co-Investment Agreement. A Co-Investment Agreement, dated March 27, 2025 (the "Co-Investment Agreement"), by and between Parent and Ashford Growth Partners LP, a Delaware limited partnership ("Ashford"), pursuant to which Ashford has committed to co-invest $60,000,000 (sixty million dollars) alongside Parent in connection with the Merger, on the terms and subject to the conditions set forth therein;
(iii) Limited Guarantee. A Limited Guarantee, dated as of April 7, 2025 (the "Limited Guarantee"), executed by Parent in favor of Pennfield, pursuant to which Parent has guaranteed certain payment obligations of the Company arising under or in connection with the Merger Agreement, including the reverse termination fee of $58,800,000 (fifty-eight million eight hundred thousand dollars), on the terms and subject to the conditions and limitations set forth therein;
(iv) Voting and Support Agreement. A Voting and Support Agreement, dated as of April 7, 2025 (the "Voting and Support Agreement"), by and among Parent, the Company, and each of Catherine Langford, Derek Simmons, and Maxwell Dunn (each a "Supporting Stockholder" and collectively, the "Supporting Stockholders"), pursuant to which each Supporting Stockholder has agreed, among other things, to vote all shares of Pennfield Common Stock owned by such Supporting Stockholder in favor of the adoption of the Merger Agreement and against any competing proposal, on the terms and subject to the conditions set forth therein;
(v) Rollover Agreement. A Rollover Agreement, dated as of April 7, 2025 (the "Rollover Agreement"), by and among Parent and each of Catherine Langford, Derek Simmons, and Maxwell Dunn, pursuant to which each such individual has agreed to contribute, or cause to be contributed, to Parent (or a designated investment vehicle) equity interests in exchange for interests in Parent (or such designated investment vehicle) in the following amounts: Catherine Langford — $12,500,000 (twelve million five hundred thousand dollars); Derek Simmons — $5,000,000 (five million dollars); and Maxwell Dunn — $4,000,000 (four million dollars), for aggregate management rollover equity of $21,500,000 (twenty-one million five hundred thousand dollars), on the terms and subject to the conditions set forth therein;
(vi) Escrow Agreement. An Escrow Agreement, dated as of April 7, 2025 (the "Escrow Agreement"), by and among Pennfield, Parent, and Grandview Trust Company, N.A., a national banking association, as escrow agent, establishing an escrow fund in the amount of $34,300,000 (thirty-four million three hundred thousand dollars), equal to 3.5% of the Aggregate Merger Consideration, to secure certain obligations arising under the Merger Agreement, including the termination fee payable by Pennfield under certain circumstances specified therein;
(vii) Debt Commitment Letter. A Debt Commitment Letter, dated March 24, 2025 (the "Debt Commitment Letter"), from Falconer National Bank, N.A. and Dunmore Capital Markets LLC (together, the "Commitment Parties"), pursuant to which the Commitment Parties have committed, subject to the terms and conditions set forth therein, to provide (a) a $490,000,000 (four hundred ninety million dollars) Senior Secured Term Loan B facility and (b) a $150,000,000 (one hundred fifty million dollars) Senior Secured Revolving Credit Facility (collectively, the "Financing Commitments"), to finance, together with the equity commitments described above, the Aggregate Merger Consideration and the payment of related fees, costs, and expenses;
(viii) Representations and Warranty Insurance. A buyer-side representations and warranty insurance policy (the "R&W Policy") issued by Meridian Specialty Insurance Company, with a policy limit of $100,000,000 (one hundred million dollars) and a retention (self-insured amount) of $9,800,000 (nine million eight hundred thousand dollars), equal to 1.0% of the Aggregate Merger Consideration, binding as of the date hereof, subject to customary terms and conditions;
WHEREAS, the agreements, instruments, and documents described in clauses (i) through (viii) above are collectively referred to herein as the "Ancillary Agreements" and, together with the Merger Agreement, the "Transaction Documents";
D. Advisors.  WHEREAS, in connection with the evaluation and negotiation of the Merger and the Transaction Documents, the Board has had the benefit of the advice and counsel of Calderwood & Harkness LLP, acting as legal counsel to Parent and the Company (Responsible Partner: Oliver Mackenzie, Esq.; matter number 1003-00004), and Ridgepoint Partners LLC, acting as financial advisor to Parent (Senior Managing Director: Marcus Hale), and the Board has had the opportunity to review and discuss with such advisors the terms, conditions, and implications of the Merger and the Transaction Documents;
WHEREAS, Marsden & Holt LLP is serving as local Delaware counsel to Parent and the Company in connection with matters of Delaware corporate law arising out of the Merger and the Transaction Documents (Partner: Elizabeth Parrish, Esq.);
E. Determination of the Board
WHEREAS, the sole director, acting in his capacity as the sole member of the Board, has carefully reviewed the Merger Agreement and each of the Ancillary Agreements, has considered the terms, conditions, and provisions thereof, has consulted with the Company's legal and financial advisors, and has determined that (i) the Merger Agreement, the Ancillary Agreements, and the transactions contemplated thereby, including the Merger, are fair, advisable, and in the best interests of the Company and its sole stockholder, and (ii) it is desirable and in the best interests of the Company that the Company enter into the Merger Agreement and the Ancillary Agreements and consummate the Merger and the other transactions contemplated by the Transaction Documents;
NOW, THEREFORE, BE IT, and it is hereby:
RESOLUTIONS
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 hereby approved, adopted, and ratified in all respects; and it is further
RESOLVED, that the terms and conditions of the Merger Agreement, including without limitation each of the following material terms, are hereby specifically approved and declared advisable:
(a) the Per Share Merger Consideration of $15.95 per fully diluted share of Pennfield Common Stock, payable in cash at the Effective Time, resulting in an Aggregate Merger Consideration of approximately $980,000,000;
(b) the indemnification cap of $117,600,000, representing 12% of the Aggregate Merger Consideration, limiting the aggregate liability of Pennfield's stockholders for breaches of representations and warranties under the Merger Agreement (subject to customary carve-outs for fraud, willful misconduct, and fundamental representations);
(c) the termination fee of $34,300,000, representing 3.5% of the Aggregate Merger Consideration, payable by Pennfield to Parent upon the occurrence of certain termination events specified in the Merger Agreement, including termination in connection with a superior proposal or a change of the Pennfield board's recommendation;
(d) the reverse termination fee of $58,800,000, representing 6.0% of the Aggregate Merger Consideration, payable by Parent to Pennfield upon the occurrence of certain termination events specified in the Merger Agreement, including termination resulting from the failure to obtain required antitrust approvals or a financing failure;
(e) the Outside Date of September 30, 2025, after which either party may terminate the Merger Agreement if the closing of the Merger has not occurred (subject to extension under the terms of the Merger Agreement);
(f) the "no-shop" covenant set forth in the Merger Agreement restricting Pennfield and its representatives from, directly or indirectly, soliciting, initiating, knowingly encouraging, or knowingly facilitating any competing acquisition proposal, subject to the fiduciary-out exception permitting the Pennfield board of directors, prior to the receipt of the Stockholder Approval, to engage in negotiations with, and provide information to, a third party that has made an unsolicited bona fide written acquisition proposal that the Pennfield board determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or is reasonably likely to lead to a superior proposal;
(g) the marketing period of 15 business days following the date of the Merger Agreement (commencing on the first business day following the date on which Pennfield has provided the Required Financial Information (as defined in the Merger Agreement) to the Commitment Parties) during which the Company and the Commitment Parties will be entitled to syndicate the debt financing contemplated by the Debt Commitment Letter; and
(h) the minimum condition requiring the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Pennfield Common Stock entitled to vote thereon;
and it is further
RESOLVED, that the sole director hereby declares and determines that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of the Company and its sole stockholder.
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, the separate corporate existence of the Company shall cease, and Pennfield shall continue as the Surviving Corporation under the name "Pennfield Holdings, Inc." (or such other name as may be determined by Parent prior to the Effective Time), with the certificate of incorporation and bylaws of Pennfield as in effect at the Effective Time being amended and restated in their entirety as set forth in the Merger Agreement, and with the directors and officers of the Surviving Corporation being those persons designated in accordance with the terms of the Merger Agreement.
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, and other attachments thereto, with such changes, amendments, modifications, supplements, or additions thereto as such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof), and to perform the Company's obligations thereunder; and it is further
RESOLVED, that the execution and delivery by any Authorized Officer of the Merger Agreement, as so modified, amended, or supplemented, shall constitute conclusive evidence of the approval of such modifications, amendments, or supplements by the Board.
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, appropriate, or advisable to consummate the Merger and the other transactions contemplated by the Transaction Documents, is hereby approved, authorized, adopted, and ratified in all respects; and it is further
RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed, acting singly, to execute and deliver each such Ancillary Agreement and Transaction Document on behalf of the Company, with such changes, amendments, modifications, supplements, or additions as any Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof), and to perform the Company's obligations thereunder.
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 Joint Bookrunner), including without limitation:
(a) the $490,000,000 Senior Secured Term Loan B facility (with a maturity of seven years from the closing date, bearing interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 400 basis points per annum, subject to a SOFR floor of 0.50% and customary step-downs), to be secured by substantially all assets of the Surviving Corporation and its subsidiaries on a first-priority basis; and
(b) the $150,000,000 Senior Secured Revolving Credit Facility (with a maturity of five years from the closing date, bearing interest at a rate equal to SOFR plus 350 basis points per annum, subject to a SOFR floor of 0.50% and customary step-downs, and including a letter of credit sub-facility and a swingline sub-facility), to be secured on a pari passu basis with the Term Loan B facility;
and it is further
RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed, acting singly, to negotiate, execute, and deliver any and all credit agreements, security agreements, pledge agreements, intercreditor agreements, guarantees, notes, mortgages, deeds of trust, account control agreements, intellectual property security agreements, joinder agreements, officer's certificates, solvency certificates, and all other agreements, documents, instruments, and certificates required or contemplated in connection with the Financing Commitments, and to take all actions and make all filings necessary or desirable in connection therewith, including filings under the Uniform Commercial Code.
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 time at which the Merger shall become effective (which may be the date of filing of the Certificate of Merger or such later date and time as may be specified in the Certificate of Merger, but in no event later than the time permitted by applicable law), and to take all such further actions as may be required by the DGCL or any other applicable law to make the Merger effective; and it is further
RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed to prepare, execute, and file (or cause to be prepared, executed, and filed) any certificates of merger, articles of merger, or similar documents required to be filed in any other jurisdiction in which Pennfield or any of its subsidiaries is qualified to do business, as may be necessary or desirable in connection with the Merger.
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-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, including the Notification and Report Form required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, together with all documentary attachments, supplements, and amendments thereto; and it is further
RESOLVED, that the Authorized Officers are hereby authorized to pay the HSR Act filing fee of $280,000 and all other filing fees, costs, and expenses associated with such regulatory filings; and it is further
RESOLVED, that the estimated date for filing of the HSR Act notification is April 8, 2025, and the anticipated initial waiting period under the HSR Act is 30 calendar days from the date on which all required filings have been made (subject to early termination of the waiting period by the reviewing agency or extension by issuance of a request for additional information or documentary material); and it is further
RESOLVED, that the Authorized Officers of the Company are each hereby authorized, empowered, and directed to prepare, execute, and file, or to cause to be prepared, executed, and filed, any and all other notifications, filings, applications, submissions, and reports required or advisable under any other applicable antitrust, competition, foreign investment, or regulatory laws, regulations, or requirements of any governmental authority, whether federal, state, local, or foreign, in connection with the Merger and the transactions contemplated by the Transaction Documents.
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 Merger, including without limitation Schedule 13E-3 (Rule 13e-3 Transaction Statement) relating to the going-private transaction contemplated by the Merger; and it is further
RESOLVED, that the Authorized Officers of the Company are hereby authorized, empowered, and directed to cooperate fully with Pennfield and its representatives in the preparation, review, and filing of (a) the Schedule 14A proxy statement to be filed by Pennfield with the SEC in connection with the solicitation of the Stockholder Approval, (b) any amendments or supplements thereto, and (c) any Current Reports on Form 8-K or other filings with the SEC as may be required or advisable in connection with the execution of the Merger Agreement, the consummation of the Merger, or the other transactions contemplated by the Transaction Documents; and it is further
RESOLVED, that the Authorized Officers are hereby authorized to review, comment on, and approve (on behalf of the Company) any disclosure regarding the Company, Parent, or the Harrowgate Entities included in any such SEC filings.
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, certificates, notices, consents, waivers, affidavits, letters, communications, and other papers and writings as may be necessary, appropriate, or advisable in connection with the Merger, the Transaction Documents, or any of the transactions contemplated thereby;
(b) pay, or cause to be paid, all fees, costs, expenses, charges, and taxes (including without limitation the HSR Act filing fee, any Delaware Secretary of State filing fees, any transfer taxes, any recording fees, and any SEC filing fees) arising in connection with the Merger, the Transaction Documents, or any of the transactions contemplated thereby;
(c) take all such further actions, and execute and deliver all such further documents, instruments, and certificates, as such Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the Merger and the other transactions contemplated by the Transaction Documents, the determination of such Authorized Officer that any such action is necessary, appropriate, or advisable to be conclusive evidence thereof; and
(d) engage, retain, and compensate, on behalf of and at the expense of the Company, such agents, advisors, attorneys, accountants, consultants, investment bankers, and other professionals as such Authorized Officer may deem necessary or desirable in connection with the Merger and the transactions contemplated by the Transaction Documents, and to execute and deliver engagement letters, fee agreements, and indemnification agreements in connection therewith.
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 any governmental authority, or any other matter contemplated by the foregoing recitals and resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company, with the same force and effect as though each such action had been taken pursuant to the specific prior authorization of the Board.
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 consistent with the foregoing resolutions shall be, and hereby is, approved, adopted, ratified, and confirmed in all respects; and it is further
RESOLVED, that any and all actions taken prior to the date of these resolutions by any officer, director, or authorized representative of the Company that are within the authority conferred by the foregoing resolutions are hereby ratified, confirmed, approved, and adopted as the acts and deeds of the Company; and it is further
RESOLVED, that the authority granted by these resolutions shall continue in full force and effect until the earlier of (a) the consummation of the Merger or (b) the termination of the Merger Agreement in accordance with its terms, at which time such authority shall terminate except to the extent necessary to complete any actions or transactions that are then in process or that arise out of or relate to the wind-down of the Company's affairs following such termination; and it is further
RESOLVED, that these resolutions shall supersede any prior resolution of the Board that is inconsistent herewith, but only to the extent of such inconsistency.
SIGNATURE
IN WITNESS WHEREOF, the undersigned, being the sole director of the Company, has executed this Unanimous Written Consent as of the date first written above, to be effective as of April 7, 2025.
SOLE DIRECTOR:
________________________________________
Name: Jonah Whitfield
Title: Sole Director
Date: April 7, 2025
ACKNOWLEDGMENT AND CONSENT
This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission), each of which shall be deemed an original for all purposes and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or portable document format (.pdf) transmission shall be deemed to be original signatures for all purposes.
This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained at the principal office of the Company or at such other location as may be determined by the Secretary of the Company, in accordance with Section 141(f) of the DGCL and the Bylaws of the Company.
This Unanimous Written Consent shall be effective as of the date first written above, being April 7, 2025, and shall constitute the action of the Board in all respects as if such action had been taken at a meeting of the Board duly called and held on such date.
CONFIDENTIAL — This document constitutes a privileged and confidential attorney-client communication prepared at the direction of Calderwood & Harkness LLP. This document is not to be reproduced or distributed without the prior written consent of Calderwood & Harkness LLP. Matter No. 1003-00004.

UNANIMOUS WRITTEN CONSENT OF THE SOLE DIRECTOR OF PINNACLE MERGER SUB, INC.

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SOLE DIRECTOR:

ACKNOWLEDGMENT AND CONSENT

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