SECRETARY'S CERTIFICATE OF ARDENT HEALTHCARE ACQUISITION CORP.
June 30, 2024
Delivered pursuant to Section 7.02(d) of the Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation ("Purchaser"), and Cardinal Peak Industries, Inc., a Delaware corporation ("Seller")
Delivered in connection with the closing of the transactions contemplated by the Agreement.
1. Introductory Certification
The undersigned, Jillian R. Castañeda, Secretary of Ardent Healthcare Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company" or the "Purchaser"), hereby certifies as follows in connection with the closing (the "Closing") on the date hereof of the transactions contemplated by that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between the Company and Cardinal Peak Industries, Inc., a Delaware corporation (the "Seller").
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. All references herein to "Sections," "Articles," and "Exhibits" are, unless otherwise specified, references to the Sections, Articles, and Exhibits of this Secretary's Certificate.
The certifications set forth herein are made on behalf of the Company and not in any individual capacity of the undersigned. The undersigned makes each certification herein based upon her personal knowledge and upon a review of the books, records, minute books, and other documents of the Company maintained in her capacity as Secretary. This Secretary's Certificate is being delivered to the Seller as a condition to Closing under Section 7.02(d) of the Agreement.
2. Resolutions of the Board of Directors
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company in lieu of a meeting, effective as of June 28, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Bylaws of the Company. The Resolutions authorized, approved, and directed the following:
(a) The execution, delivery, and performance by the Company of the Agreement and all ancillary documents, instruments, certificates, and agreements contemplated thereby or required to be executed and delivered in connection therewith;
(b) The acquisition by the Company of substantially all of the assets of Cardinal Peak Industries, Inc., a Delaware corporation, as more particularly described in the Agreement, for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment as set forth in Article II of the Agreement, and upon all of the other terms and conditions set forth in the Agreement;
(c) The execution and delivery by the Company of all closing deliverables required under Article VII of the Agreement, including but not limited to the following:
(i) the Bill of Sale;
(ii) the Assignment and Assumption Agreement;
(iii) the intellectual Property Assignment Agreement;
(iv) the Transition Services Agreement;
(v) the Earnout Agreement;
(vi) the Escrow Agreement with Commonwealth Trust & Escrow Company, as escrow agent;
(vii) the Employment Agreement with Dr. Randall J. Whitfield;
(viii) the Employment Agreement with Elaine Whitfield-Torres;
(ix) the Non-Competition and Non-Solicitation Agreement with Dr. Randall J. Whitfield;
(x) the Non-Competition and Non-Solicitation Agreement with Elaine Whitfield-Torres; and
(xi) all other documents, instruments, certificates, and agreements required to be executed or delivered by the Company under the Agreement or otherwise necessary or advisable in connection with the consummation of the transactions contemplated thereby;
(d) The entry by the Company into a Senior Secured Credit Facility with Pinnacle National Bank, N.A., as Administrative Agent and Lead Arranger, in an aggregate principal amount of Four Hundred Million Dollars ($400,000,000), consisting of (i) a Term Loan A facility in an aggregate principal amount of Three Hundred Ten Million Dollars ($310,000,000) and (ii) a Revolving Credit Facility in an aggregate principal amount of Ninety Million Dollars ($90,000,000), and the execution and delivery by the Company of all related loan documents, including the Credit Agreement, Security Agreement, Pledge Agreement, Guaranty Agreement, and all other documents, instruments, and certificates required in connection therewith; and
(e) The authorization of each of the officers of the Company, acting singly or jointly, to execute and deliver any and all documents, instruments, and certificates, and to take any and all actions, as such officers may deem necessary or advisable to consummate the transactions contemplated by the Agreement and the other documents referenced in the Resolutions, with such changes, amendments, modifications, or supplements thereto as any such officer may approve, the execution and delivery thereof by any such officer to be conclusive evidence of such approval.
The undersigned further certifies that the Resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company that would modify, supersede, or conflict with the Resolutions.
The undersigned further certifies that no other approvals of the Board of Directors or the sole stockholder of the Company are required under the DGCL, the Certificate of Incorporation, the Bylaws, or any other applicable law, agreement, or instrument to authorize the execution, delivery, and performance of the Agreement and each of the ancillary documents to which the Company is a party and the consummation of all transactions contemplated thereby.
3. Written Consent of Sole Stockholder
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the written consent of the sole stockholder of the Company (the "Stockholder Consent"), duly executed in accordance with Section 228 of the DGCL and the Bylaws of the Company.
The sole stockholder of the Company is Ardent Capital Partners III LP, a Delaware limited partnership (the "Sole Stockholder"), acting through its general partner, Ardent Capital Management LLC, a Delaware limited liability company. The Sole Stockholder owns 100% of the issued and outstanding shares of capital stock of the Company, consisting of 1,000 shares of common stock, par value $0.01 per share, which shares constitute all of the authorized, issued, and outstanding equity interests of the Company.
Pursuant to the Stockholder Consent, the Sole Stockholder approved and ratified the Resolutions and the transactions contemplated by the Agreement, including the acquisition of substantially all assets of Cardinal Peak Industries, Inc., the entry into the Senior Secured Credit Facility with Pinnacle National Bank, N.A., and all other matters authorized by the Resolutions.
The undersigned further certifies that the Stockholder Consent has not been amended, modified, revoked, or rescinded in any respect and remains in full force and effect as of the date hereof. No other consent of any stockholder of the Company is required to authorize the transactions contemplated by the Agreement.
4. Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on January 22, 2024 (DE File No. 7129384), together with all amendments thereto, if any.
The undersigned further certifies that the Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since its initial filing with the Secretary of State of the State of Delaware and is in full force and effect as of the date hereof. No certificate of amendment, certificate of correction, restated certificate of incorporation, or certificate of merger or consolidation has been filed with respect to the Company since the date of initial filing.
5. Bylaws
The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the Bylaws of the Company, as duly adopted by the Board of Directors of the Company and in effect as of the date hereof.
The undersigned further certifies that the Bylaws have not been amended, restated, supplemented, or otherwise modified since their initial adoption by the Board of Directors, and are in full force and effect as of the date hereof. No action has been taken by the Board of Directors or the sole stockholder of the Company to amend, repeal, or supersede the Bylaws.
6. Good Standing
The undersigned hereby certifies that attached hereto as Exhibit E is a certificate of good standing (or its equivalent) of the Company issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date.
The undersigned further certifies that, to the best of her knowledge, the Company is validly existing and in good standing under the laws of the State of Delaware as of the date hereof, that all franchise taxes and other fees due and payable to the State of Delaware have been duly paid, and that no event has occurred that would cause the Company to cease to be in good standing under the laws of the State of Delaware.
The Company's Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is 93-2184720. The Company's registered agent in the State of Delaware is National Registered Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
7. Incumbency of Officers
The undersigned hereby certifies that the following persons are the duly elected or appointed officers of the Company, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:
The undersigned further certifies that each such officer held the office set forth opposite his or her name on April 2, 2024 (the date of execution of the Agreement) and has continuously held such office since that date through and including the date hereof. No officer of the Company has resigned, been removed, or otherwise ceased to hold office since April 2, 2024. Each such officer is duly authorized to execute and deliver, on behalf of the Company, the Agreement and each of the ancillary documents, instruments, certificates, and agreements to which the Company is a party in connection with the transactions contemplated by the Agreement.
8. Formation and Existence
The undersigned hereby certifies that the Company was duly incorporated in the State of Delaware on January 22, 2024, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware.
The Company was formed for the specific purpose of serving as the asset purchaser and post-closing operating entity in connection with the acquisition of substantially all of the assets of Cardinal Peak Industries, Inc., as contemplated by the Agreement, and for the conduct of such other lawful business activities as may be related, ancillary, or incidental thereto.
The Company is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership, whose general partner is Ardent Capital Management LLC, a Delaware limited liability company. The principal offices of Ardent Capital Management LLC are located at 590 Madison Avenue, 34th Floor, New York, New York 10022.
9. Additional Certifications
The undersigned hereby further certifies as follows:
(a) No proceedings for the dissolution, liquidation, or winding up of the Company have been commenced, are pending, or, to the best knowledge of the undersigned, are contemplated or threatened by any person or entity.
(b) No petition in bankruptcy or for reorganization or arrangement under any federal or state insolvency law has been filed by or, to the best knowledge of the undersigned, against the Company, and no such filing is contemplated.
(c) No receiver, trustee, custodian, liquidator, or similar officer has been appointed for the Company or for any property or assets of the Company, and no such appointment is pending or, to the best knowledge of the undersigned, contemplated.
(d) The Company is not in default under, or in violation of, its Certificate of Incorporation or Bylaws, and the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby do not and will not violate or conflict with any provision of the Certificate of Incorporation or Bylaws.
[Remainder of this page intentionally left blank. Signature page follows.]
10. Execution
IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of Ardent Healthcare Acquisition Corp. as of June 30, 2024.
ARDENT HEALTHCARE ACQUISITION CORP.
By: ________
Name: Jillian R. Castañeda
Title: Secretary
Date: June 30, 2024
ACKNOWLEDGMENT OF INCUMBENCY AND AUTHORITY
The undersigned, Marcus Ainsworth, President and Director of Ardent Healthcare Acquisition Corp., hereby confirms that Jillian R. Castañeda is the duly elected Secretary of the Company, that she held such office on April 2, 2024 and continues to hold such office on the date hereof, and that she is duly authorized to execute this Secretary's Certificate on behalf of the Company. The undersigned further confirms that the signature of Ms. Castañeda set forth above is her true and genuine signature.
By: ________
Name: Marcus Ainsworth
Title: President and Director
Date: June 30, 2024
EXHIBIT A
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
ARDENT HEALTHCARE ACQUISITION CORP.
(A Delaware Corporation)
Effective as of June 28, 2024
The undersigned, being all of the members of the Board of Directors (the "Board") of Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Bylaws of the Company, hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of the date first written above.
RECITALS. WHEREAS, the Company was incorporated in the State of Delaware on January 22, 2024, for the purpose of serving as the acquisition vehicle for the purchase of substantially all of the assets of Cardinal Peak Industries, Inc., a Delaware corporation ("CPI" or the "Seller");
WHEREAS, on January 29, 2024, the Company executed a non-binding Letter of Intent (the "LOI") with CPI setting forth the principal terms and conditions upon which the Company would acquire substantially all of the assets of CPI;
WHEREAS, the Company and the Seller have negotiated and agreed upon the terms of that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between the Company, as purchaser, and the Seller, pursuant to which the Company will acquire substantially all of the assets of CPI (the "Acquisition") for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment for working capital, indebtedness, transaction expenses, and other items as set forth in Article II of the Agreement;
WHEREAS, in connection with the Acquisition, the Agreement contemplates the execution and delivery of various ancillary documents, instruments, and agreements, including a Bill of Sale, an Assignment and Assumption Agreement, an intellectual Property Assignment Agreement, a Transition Services Agreement, an Earnout Agreement providing for contingent consideration of up to Forty-Five Million Dollars ($45,000,000) in the aggregate based on the achievement of certain performance milestones, an Escrow Agreement with Commonwealth Trust & Escrow Company as escrow agent providing for the deposit of Sixty-Two Million Dollars ($62,000,000) in escrow, Employment Agreements with Dr. Randall J. Whitfield and Elaine Whitfield-Torres, Non-Competition and Non-Solicitation Agreements, and other documents and instruments;
WHEREAS, to finance a portion of the purchase price for the Acquisition and to provide working capital for the post-closing business of the Company, the Company proposes to enter into a Senior Secured Credit Facility (the "Credit Facility") with Pinnacle National Bank, N.A., as Administrative Agent and Lead Arranger (the "Agent"), in an aggregate principal amount of Four Hundred Million Dollars ($400,000,000), consisting of (i) a Term Loan A facility in an aggregate principal amount of Three Hundred Ten Million Dollars ($310,000,000) and (ii) a Revolving Credit Facility in an aggregate principal amount of Ninety Million Dollars ($90,000,000), each on the terms and conditions set forth in the commitment letter and related term sheets previously reviewed by the Board;
WHEREAS, the Board has reviewed the Agreement, all ancillary documents, the proposed financing arrangements, and all other relevant materials and information, and has determined that the Acquisition and the other transactions contemplated by the Agreement are fair to and in the best interests of the Company and its sole stockholder; and
WHEREAS, the Board desires to authorize and approve the Acquisition, the Agreement, the ancillary documents, the Credit Facility, and all related transactions.
RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the Agreement, substantially in the form presented to the Board, together with such changes, amendments, modifications, or supplements thereto as any officer of the Company executing the same may approve (the execution thereof to be conclusive evidence of such approval), is hereby authorized, approved, and adopted in all respects, and the officers of the Company are hereby authorized and directed to execute and deliver the Agreement on behalf of the Company.
RESOLVED FURTHER, that the Acquisition, upon the terms and subject to the conditions set forth in the Agreement, including the payment of a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment as set forth in the Agreement, is hereby authorized and approved in all respects.
RESOLVED FURTHER, that each of the following ancillary documents and agreements contemplated by the Agreement is hereby authorized and approved in all respects, and the officers of the Company are hereby authorized and directed to execute and deliver each such document on behalf of the Company, in such form and with such terms as any officer executing the same may approve:
(a) the Bill of Sale;
(b) the Assignment and Assumption Agreement;
(c) the intellectual Property Assignment Agreement;
(d) the Transition Services Agreement;
(e) the Earnout Agreement, providing for contingent earnout payments by the Company to the Seller of up to Forty-Five Million Dollars ($45,000,000) in the aggregate, upon the achievement of certain performance milestones as more particularly described therein;
(f) the Escrow Agreement with Commonwealth Trust & Escrow Company, as escrow agent, providing for the deposit of Sixty-Two Million Dollars ($62,000,000) in escrow to secure certain indemnification obligations under the Agreement;
(g) the Employment Agreement with Dr. Randall J. Whitfield;
(h) the Employment Agreement with Elaine Whitfield-Torres;
(i) the Non-Competition and Non-Solicitation Agreement with Dr. Randall J. Whitfield;
(j) the Non-Competition and Non-Solicitation Agreement with Elaine Whitfield-Torres; and
(k) all other documents, instruments, certificates, and agreements required to be executed and delivered by the Company under or in connection with the Agreement.
RESOLVED FURTHER, that the Company is hereby authorized to enter into the Credit Facility with the Agent, on the terms and conditions set forth in the commitment letter and related term sheets previously reviewed by the Board, and the officers of the Company are hereby authorized and directed to execute and deliver, on behalf of the Company, the Credit Agreement, Security Agreement, Pledge Agreement, Guaranty Agreement, promissory notes, and all other loan documents, instruments, and certificates required in connection with the Credit Facility, in such form and with such terms as any officer executing the same may approve, the execution and delivery thereof by any such officer to be conclusive evidence of such approval.
RESOLVED FURTHER, that each of the officers of the Company, acting singly or together, is hereby authorized and empowered to execute and deliver, in the name and on behalf of the Company, any and all documents, instruments, certificates, agreements, notices, consents, and filings, and to take any and all actions, as such officer or officers may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Acquisition and the other transactions contemplated by the Agreement, with such changes, amendments, modifications, supplements, or additions thereto as any such officer may approve, the execution and delivery thereof or the taking of any such action to be conclusive evidence of such approval.
RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the transactions contemplated by the foregoing resolutions, including but not limited to the formation and incorporation of the Company on January 22, 2024, the execution of the Letter of Intent with CPI on January 29, 2024, the negotiation and execution of the Agreement on April 2, 2024, the engagement of legal counsel and financial advisors, and the negotiation of the Credit Facility, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
[Signature Page to Unanimous Written Consent of the Board of Directors]
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors as of the date first written above.
________________________________________
Marcus Ainsworth, Director
________________________________________
Priya Mehta-Sullivan, Director
EXHIBIT B
WRITTEN CONSENT OF THE SOLE STOCKHOLDER
OF
ARDENT HEALTHCARE ACQUISITION CORP.
(A Delaware Corporation)
Effective as of June 28, 2024
The undersigned, Ardent Capital Partners III LP, a Delaware limited partnership (the "Sole Stockholder"), acting through its general partner, Ardent Capital Management LLC, a Delaware limited liability company, being the holder of 100% of the issued and outstanding shares of capital stock of Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Company"), consisting of 1,000 shares of common stock, par value $0.01 per share, hereby acts by written consent without a meeting pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL") and the Bylaws of the Company, and hereby adopts the following resolutions:
RESOLVED, that the Sole Stockholder hereby approves and ratifies the resolutions adopted by the Board of Directors of the Company by Unanimous Written Consent effective as of June 28, 2024 (the "Board Resolutions"), authorizing, among other things, (a) the execution, delivery, and performance by the Company of the Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between the Company and Cardinal Peak Industries, Inc., a Delaware corporation, (b) the acquisition of substantially all of the assets of Cardinal Peak Industries, Inc. for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to adjustment, (c) the execution and delivery of all ancillary documents and agreements contemplated by the Agreement, (d) the entry into the Senior Secured Credit Facility with Pinnacle National Bank, N.A., as Administrative Agent and Lead Arranger, in an aggregate principal amount of Four Hundred Million Dollars ($400,000,000), and (e) all other actions authorized by the Board Resolutions.
RESOLVED FURTHER, that the Sole Stockholder hereby approves and ratifies all actions heretofore taken by the officers and directors of the Company in connection with or in furtherance of the transactions contemplated by the Agreement and the Board Resolutions.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take any and all actions and to execute and deliver any and all documents, instruments, and certificates as may be necessary or advisable to effectuate the purposes of the foregoing resolutions.
[Signature Page to Written Consent of the Sole Stockholder]
IN WITNESS WHEREOF, the undersigned has executed this Written Consent of the Sole Stockholder as of the date first written above.
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital Management LLC,
its General Partner
By: ________
Name: Marcus Ainsworth
Title: Managing Partner & Co-Founder
Date: June 28, 2024
EXHIBIT C
CERTIFICATE OF INCORPORATION
[Attached hereto is a true, correct, and complete copy of the Certificate of Incorporation of Ardent Healthcare Acquisition Corp., as filed with the Secretary of State of the State of Delaware on January 22, 2024.]
DE File No. 7129384
[Document on file — see attached]
EXHIBIT D
BYLAWS
[Attached hereto is a true, correct, and complete copy of the Bylaws of Ardent Healthcare Acquisition Corp., as adopted by the Board of Directors of the Company.]
[Document on file — see attached]
EXHIBIT E
CERTIFICATE OF GOOD STANDING
[Attached hereto is a Certificate of Good Standing of Ardent Healthcare Acquisition Corp. issued by the Secretary of State of the State of Delaware, dated June 25, 2024.]
[Document on file — see attached]
| Name | Title | Signature |
| Marcus Ainsworth | President and Director | ________ |
| Priya Mehta-Sullivan | Vice President and Director | ________ |
| Connor Briggs | Vice President and Treasurer | ________ |
| Jillian R. Castañeda | Secretary | ________ |