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

merger-sub-certificate-of-incorporation.docx DOCUMENT M&A / Corporate

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CERTIFICATE OF INCORPORATION

PINNACLE MERGER SUB, INC.

Pursuant to Section 102 of the General Corporation Law of the State of Delaware

CERTIFICATE OF INCORPORATION OF PINNACLE MERGER SUB, INC.

The undersigned, being a natural person, for the purpose of organizing a corporation under the provisions of the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"), does hereby certify as follows for the purpose of filing this Certificate of Incorporation with the Secretary of State of the State of Delaware:

ARTICLE I

NAME

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

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is Capitol Registered Agents, Inc., a corporation organized and existing under the laws of the State of Delaware. The registered agent is located at the registered office address set forth above and is authorized to accept service of process on behalf 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 DGCL. Without limiting the generality of the foregoing, the Corporation is formed specifically for the purpose of effecting a merger with Pennfield Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to an Agreement and Plan of Merger by and among the Corporation, Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, and Pennfield Holdings, Inc. (as such agreement may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), and to engage in all activities incidental to, necessary for, or related thereto, including, without limitation, the execution and delivery of all agreements, certificates, instruments, and other documents, and the taking of all actions, as may be necessary or advisable in connection with the consummation of the transactions contemplated by the Merger Agreement.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

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

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

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

ARTICLE V

INCORPORATOR

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

Name: Jonah Whitfield

Address: c/o Harrowgate Capital Partners LLC, 1200 Market Street, Suite 3100, Wilmington, Delaware 19801

The powers of the sole incorporator shall cease upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware and the completion of the organization of the Corporation, including the election or appointment of the initial Board of Directors as set forth herein. Upon such filing and organization, all powers, duties, and responsibilities of the incorporator with respect to the Corporation shall terminate, and the management and governance of the Corporation shall be vested in its Board of Directors and officers as provided herein and in the Bylaws of the Corporation.

ARTICLE VI

BOARD OF DIRECTORS

Section 6.1 — Initial Board; Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The initial Board of Directors shall consist of one (1) director. The number of directors constituting the entire Board of Directors may thereafter be fixed from time to time exclusively by resolution adopted by the Board of Directors, subject to any rights of the stockholders of the Corporation under applicable law. No decrease in the number of directors shall shorten the term of any incumbent director.

Section 6.2 — Initial Director. The name and mailing address of the person who is to serve as the initial director of the Corporation until the first annual meeting of stockholders of the Corporation or until his successor is duly elected and qualified, or until his earlier resignation, removal, or death, is as follows:

Name: Jonah Whitfield

Address: c/o Harrowgate Capital Partners LLC, 1200 Market Street, Suite 3100, Wilmington, Delaware 19801

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

Section 6.4 — Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors. Such removal may be effected at any annual or special meeting of the stockholders of the Corporation duly called for such purpose, or by the written consent of the stockholders in accordance with Article XII of this Certificate of Incorporation and Section 228 of the DGCL.

ARTICLE VII

LIMITATION OF LIABILITY

To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision is intended to provide the maximum protection available under Section 102(b)(7) of the DGCL.

Notwithstanding the foregoing, this Article VII shall not eliminate or limit the liability of a director:

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

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

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

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

If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without any further action by the stockholders or directors of the Corporation. No amendment to, modification of, or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment, modification, or repeal.

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 (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person (an "Indemnitee") who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise, including service with respect to an employee benefit plan, against all liability and loss suffered and expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in this Article VIII, the Corporation shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee 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 an Indemnitee who is a director or officer of the Corporation in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified for such expenses under this Article VIII or otherwise. The Corporation may, in its discretion and upon such terms and conditions as it deems appropriate, pay the expenses (including attorneys' fees) incurred by an Indemnitee who is an employee or agent of the Corporation (other than a director or officer) in defending or otherwise participating in any Proceeding in advance of its final disposition.

Section 8.3 — Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred by this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

Section 8.4 — Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. The Corporation's obligation to provide indemnification under this Article VIII shall not be affected by, and shall be in addition to and not in lieu of, any coverage that may be provided by any such insurance policy.

ARTICLE IX

AMENDMENTS

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Any amendment, alteration, change, or repeal of this Certificate of Incorporation shall be effected in accordance with Section 242 of the DGCL and any other applicable provisions of the DGCL.

ARTICLE X

BYLAWS

In furtherance and not in limitation of the powers conferred upon the Board of Directors by statute, the Board of Directors is hereby expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation. Any adoption, amendment, or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the entire Board of Directors then in office. The stockholders of the Corporation shall also have the power to adopt, amend, or repeal the Bylaws of the Corporation; provided, however, that nothing herein shall limit the power of the Board of Directors to adopt, amend, or repeal any Bylaws previously adopted, amended, or repealed by the stockholders.

ARTICLE XI

EXISTENCE

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

ARTICLE XII

SOLE STOCKHOLDER ACTION

Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock of the Corporation entitled to vote thereon were present and voted, and shall be delivered to the Corporation in accordance with Section 228 of the DGCL. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by the DGCL and this Article XII to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which Proceedings of meetings of stockholders are recorded.

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinbefore named, has executed this Certificate of Incorporation this __ day of March, 2025.

________________________________________

Jonah Whitfield Sole Incorporator

Address:

c/o Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, Delaware 19801

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

[Reserved for Delaware Secretary of State Filing Stamp]

File Number: ____

Date of Filing: ____

Effective Date: ____

Employer Identification Number (EIN) of the Corporation: 93-4081562

Filing Note: This Certificate of Incorporation was filed in connection with the formation of Pinnacle Merger Sub, Inc. as a wholly owned subsidiary of Harrowgate Private Equity Fund IV LP (EIN: 87-2263148), a limited partnership organized under the laws of the State of Delaware, for the purpose of effecting a reverse triangular merger with Pennfield Holdings, Inc. (Nasdaq: PNFD; EIN: 82-4917305), a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 251 of the General Corporation Law of the State of Delaware.

CERTIFICATE OF INCORPORATION
OF
PINNACLE MERGER SUB, INC.
Pursuant to Section 102 of the General Corporation Law of the State of Delaware
CERTIFICATE OF INCORPORATION OF PINNACLE MERGER SUB, INC.
The undersigned, being a natural person, for the purpose of organizing a corporation under the provisions of the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"), does hereby certify as follows for the purpose of filing this Certificate of Incorporation with the Secretary of State of the State of Delaware:
ARTICLE I
NAME
The name of the corporation is Pinnacle Merger Sub, Inc. (hereinafter referred to as the "Corporation").
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is Capitol Registered Agents, Inc., a corporation organized and existing under the laws of the State of Delaware. The registered agent is located at the registered office address set forth above and is authorized to accept service of process on behalf 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 DGCL. Without limiting the generality of the foregoing, the Corporation is formed specifically for the purpose of effecting a merger with Pennfield Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to an Agreement and Plan of Merger by and among the Corporation, Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, and Pennfield Holdings, Inc. (as such agreement may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), and to engage in all activities incidental to, necessary for, or related thereto, including, without limitation, the execution and delivery of all agreements, certificates, instruments, and other documents, and the taking of all actions, as may be necessary or advisable in connection with the consummation of the transactions contemplated by the Merger Agreement.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock").
Section 4.2 — Voting Rights. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or by the provisions of this Certificate of Incorporation, all shares of Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders.
Section 4.3 — No Other Classes. No other class or series of capital stock of the Corporation is hereby authorized. The Corporation shall not have authority to issue any shares of preferred stock or any other class or series of capital stock other than the Common Stock described in Section 4.1 of this Article IV.
ARTICLE V
INCORPORATOR
The name and mailing address of the sole incorporator of the Corporation is as follows:
Name: Jonah Whitfield
Address: c/o Harrowgate Capital Partners LLC, 1200 Market Street, Suite 3100, Wilmington, Delaware 19801
The powers of the sole incorporator shall cease upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware and the completion of the organization of the Corporation, including the election or appointment of the initial Board of Directors as set forth herein. Upon such filing and organization, all powers, duties, and responsibilities of the incorporator with respect to the Corporation shall terminate, and the management and governance of the Corporation shall be vested in its Board of Directors and officers as provided herein and in the Bylaws of the Corporation.
ARTICLE VI
BOARD OF DIRECTORS
Section 6.1 — Initial Board; Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The initial Board of Directors shall consist of one (1) director. The number of directors constituting the entire Board of Directors may thereafter be fixed from time to time exclusively by resolution adopted by the Board of Directors, subject to any rights of the stockholders of the Corporation under applicable law. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 6.2 — Initial Director. The name and mailing address of the person who is to serve as the initial director of the Corporation until the first annual meeting of stockholders of the Corporation or until his successor is duly elected and qualified, or until his earlier resignation, removal, or death, is as follows:
Name: Jonah Whitfield
Address: c/o Harrowgate Capital Partners LLC, 1200 Market Street, Suite 3100, Wilmington, Delaware 19801
Section 6.3 — Election. Directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so require.
Section 6.4 — Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors. Such removal may be effected at any annual or special meeting of the stockholders of the Corporation duly called for such purpose, or by the written consent of the stockholders in accordance with Article XII of this Certificate of Incorporation and Section 228 of the DGCL.
ARTICLE VII
LIMITATION OF LIABILITY
To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision is intended to provide the maximum protection available under Section 102(b)(7) of the DGCL.
Notwithstanding the foregoing, this Article VII shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL, relating to liability for unlawful payment of dividends, unlawful stock purchases, or unlawful stock redemptions; or
(iv) for any transaction from which the director derived an improper personal benefit.
If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without any further action by the stockholders or directors of the Corporation. No amendment to, modification of, or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment, modification, or repeal.
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 (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person (an "Indemnitee") who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise, including service with respect to an employee benefit plan, against all liability and loss suffered and expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in this Article VIII, the Corporation shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee 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 an Indemnitee who is a director or officer of the Corporation in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified for such expenses under this Article VIII or otherwise. The Corporation may, in its discretion and upon such terms and conditions as it deems appropriate, pay the expenses (including attorneys' fees) incurred by an Indemnitee who is an employee or agent of the Corporation (other than a director or officer) in defending or otherwise participating in any Proceeding in advance of its final disposition.
Section 8.3 — Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred by this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.
Section 8.4 — Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. The Corporation's obligation to provide indemnification under this Article VIII shall not be affected by, and shall be in addition to and not in lieu of, any coverage that may be provided by any such insurance policy.
ARTICLE IX
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Any amendment, alteration, change, or repeal of this Certificate of Incorporation shall be effected in accordance with Section 242 of the DGCL and any other applicable provisions of the DGCL.
ARTICLE X
BYLAWS
In furtherance and not in limitation of the powers conferred upon the Board of Directors by statute, the Board of Directors is hereby expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation. Any adoption, amendment, or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the entire Board of Directors then in office. The stockholders of the Corporation shall also have the power to adopt, amend, or repeal the Bylaws of the Corporation; provided, however, that nothing herein shall limit the power of the Board of Directors to adopt, amend, or repeal any Bylaws previously adopted, amended, or repealed by the stockholders.
ARTICLE XI
EXISTENCE
The Corporation is to have perpetual existence, subject to any dissolution in accordance with applicable law.
ARTICLE XII
SOLE STOCKHOLDER ACTION
Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock of the Corporation entitled to vote thereon were present and voted, and shall be delivered to the Corporation in accordance with Section 228 of the DGCL. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by the DGCL and this Article XII to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which Proceedings of meetings of stockholders are recorded.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinbefore named, has executed this Certificate of Incorporation this __ day of March, 2025.
________________________________________
Jonah Whitfield Sole Incorporator
Address:
c/o Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, Delaware 19801
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
[Reserved for Delaware Secretary of State Filing Stamp]
File Number: ____
Date of Filing: ____
Effective Date: ____
Employer Identification Number (EIN) of the Corporation: 93-4081562
Filing Note: This Certificate of Incorporation was filed in connection with the formation of Pinnacle Merger Sub, Inc. as a wholly owned subsidiary of Harrowgate Private Equity Fund IV LP (EIN: 87-2263148), a limited partnership organized under the laws of the State of Delaware, for the purpose of effecting a reverse triangular merger with Pennfield Holdings, Inc. (Nasdaq: PNFD; EIN: 82-4917305), a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 251 of the General Corporation Law of the State of Delaware.