1001-00003 · Client 1001 · Closing

secretary-certificate-seller.docx DOCUMENT M&A / Corporate

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SECRETARY'S CERTIFICATE OF CARDINAL PEAK INDUSTRIES, INC.

Delivered in connection with the Asset Purchase Agreement dated April 2, 2024 (the "APA") by and between Ardent Healthcare Acquisition Corp. (the "Purchaser") and Cardinal Peak Industries, Inc. (the "Seller" or the "Company")

Dated: June 30, 2024

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Cardinal Peak Industries, Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215. The Company was incorporated in the State of Delaware and is on file with the Delaware Secretary of State under File No. 5487231. The Company's federal employer identification number is 82-3947561.

This Secretary's Certificate (this "Certificate") is delivered to Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), pursuant to Section 7.2(d) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "APA"), by and between the Purchaser and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the APA.

The undersigned, in his capacity as Secretary of the Company, and not in his individual capacity, hereby certifies as follows to the Purchaser as of the Closing Date (June 30, 2024):

Section 1. Board Resolutions

Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company (the "Board") by unanimous written consent in lieu of a meeting, effective as of March 28, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Company's Certificate of Incorporation and Bylaws. The Board Resolutions were executed by all members of the Board of Directors then in office and were duly filed with the minutes of the proceedings of the Board of Directors maintained in the ordinary course by the Company.

The Board Resolutions, among other things, authorize and approve:

(a) the execution, delivery, and performance by the Company of the Asset Purchase Agreement dated April 2, 2024, by and between the Company and Ardent Healthcare Acquisition Corp., and the consummation of all transactions contemplated thereby;

(b) the sale, transfer, assignment, conveyance, and delivery of substantially all of the assets of the Company to the Purchaser as contemplated by the APA, for an aggregate base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to the purchase price adjustments and other terms and conditions set forth therein;

(c) the execution, delivery, and performance by the Company of all ancillary agreements, documents, and instruments contemplated by or delivered in connection with the APA, including without limitation: (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), and (vii) all other closing deliverables, certificates, and instruments required or contemplated under the APA;

(d) the payment and satisfaction in full at the Closing of all outstanding indebtedness of the Company under that certain Credit Agreement dated March 15, 2018, as amended from time to time, by and among the Company, Velthorn Merchant Bank, N.A., as administrative agent, and the lenders party thereto (the aggregate payoff amount being Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000)), and the authorization and direction that all necessary UCC-3 termination statements be filed with the appropriate filing offices to terminate all Uniform Commercial Code financing statements relating to such indebtedness and the related security interests;

(e) the authorization of the officers of the Company, and each of them acting alone, to execute and deliver any and all documents, instruments, agreements, and certificates as may be necessary, advisable, or appropriate, in the judgment of such officer, to consummate the transactions contemplated by the APA and to carry out the intent and purposes of the Board Resolutions; and

(f) the specific authorization of Dr. Randall J. Whitfield, in his capacity as Chairman of the Board and Chief Executive Officer, and any other authorized officer of the Company, to execute, deliver, and perform any documents on behalf of the Company in connection with the foregoing.

The undersigned further certifies that the Board Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof and as of the Closing Date. No other resolutions have been adopted by the Board of Directors of the Company relating to or affecting the subject matter of the Board Resolutions, and no proceedings are pending or contemplated for the amendment, modification, or rescission of the Board Resolutions.

Section 2. Shareholder Approval

Attached hereto as Exhibit B is a true, correct, and complete copy of the written consent of the shareholders of the Company (the "Shareholder Consent"), executed by all holders of the outstanding capital stock of the Company, approving the transactions contemplated by the APA. The Shareholder Consent was executed in accordance with Section 228 of the DGCL and the Company's Certificate of Incorporation and Bylaws, and was effective as of March 29, 2024.

The outstanding capital stock of the Company as of the date of the Shareholder Consent, and as of the date hereof, is held by the following shareholders in the following percentages:

The undersigned certifies that the sale of substantially all of the assets of the Company has been duly authorized and approved by the holders of the requisite percentage of the outstanding shares of capital stock of the Company entitled to vote thereon, in accordance with Section 271 of the DGCL and the applicable provisions of the Company's Certificate of Incorporation and Bylaws. All shareholders entitled to vote on the matters set forth in the Shareholder Consent have duly executed and delivered such consent, and the Company has received executed counterparts from holders representing one hundred percent (100%) of the outstanding voting shares of the Company.

The Shareholder Consent has not been amended, modified, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the date hereof and as of the Closing Date.

Section 3. Incumbency of Officers

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

The undersigned further certifies that each of the above-named officers is duly authorized to execute and deliver, on behalf of the Company, any and all documents, instruments, agreements, and certificates required or contemplated in connection with the transactions contemplated by the APA. Each such officer has been duly authorized to act for and on behalf of the Company with respect to the Closing and the consummation of the transactions described in the APA and the ancillary documents delivered in connection therewith. No officer of the Company listed above has resigned, been removed, or otherwise ceased to serve in such capacity since the date of the Board Resolutions, except as otherwise disclosed to the Purchaser in writing.

Section 4. Certificate of Incorporation

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

The Company was incorporated in the State of Delaware and is on file with the Delaware Secretary of State under File No. 5487231. The Charter, as amended, is in full force and effect as of the date hereof and as of the Closing Date, and has not been further amended, modified, restated, or supplemented since the date of the last amendment attached as part of Exhibit C. No proceedings are pending or contemplated for any further amendment, modification, or restatement of the Charter, nor has any certificate of dissolution, merger, or conversion been filed with the Secretary of State of the State of Delaware with respect to the Company.

Section 5. Bylaws

Attached hereto as Exhibit D is a true, correct, and complete copy of the Bylaws of Cardinal Peak Industries, Inc. as currently in effect (the "Bylaws").

The Bylaws have not been amended, modified, restated, or supplemented since July 15, 2021, and are in full force and effect as of the date hereof and as of the Closing Date. No proceedings are pending or contemplated for the amendment, modification, or restatement of the Bylaws.

Section 6. Certificate of Good Standing

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

The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation, and is in good standing (or the equivalent thereof), in each of the following jurisdictions: the State of Tennessee, the State of Georgia, the State of North Carolina, the State of South Carolina, the State of Alabama, the Commonwealth of Virginia, and the Commonwealth of Kentucky. Certificates of good standing or certificates of authority, as applicable, from the secretary of state (or comparable office) of each such jurisdiction are also attached as part of Exhibit E, each dated within ten (10) calendar days of the Closing Date, in satisfaction of the requirements set forth in Section 7.2(e) of the APA.

Section 7. No Dissolution or Winding Up

The undersigned certifies that no action has been taken, and no proceedings have been instituted or are contemplated, by the Board of Directors, the shareholders, or any other Person, for the voluntary or involuntary dissolution, liquidation, winding up, or termination of the existence of the Company. The Company has not filed, and has not authorized the filing of, a certificate of dissolution with the Secretary of State of the State of Delaware or with any other governmental authority. No petition for relief under any chapter of the United States Bankruptcy Code has been filed by or against the Company, and no receiver, trustee, custodian, or similar official has been appointed for the Company or any substantial part of its assets.

Section 8. No Amendments Since Signing

The undersigned certifies that since the date of execution of the APA (April 2, 2024), no amendments, modifications, or supplements have been made to the Company's Certificate of Incorporation or Bylaws. There have been no changes in the officers or directors of the Company other than as previously disclosed to the Purchaser in writing prior to the date hereof. The organizational documents of the Company as attached hereto as Exhibits C and D are identical in all respects to the organizational documents of the Company as in effect on April 2, 2024, the date of the APA.

Section 9. General Certification and Reliance

The undersigned is making the certifications contained herein based upon personal knowledge and a thorough review of the corporate books, records, and minute books of the Company maintained by the undersigned in his capacity as Secretary. The undersigned has taken all steps necessary to verify the accuracy and completeness of the matters certified herein, including inspection of original documents and consultation with the officers and directors of the Company as appropriate.

The undersigned is aware and acknowledges that the Purchaser, Ardent Healthcare Acquisition Corp., and its legal counsel, Calderwood & Harkness LLP, are relying upon this Certificate and upon the truth, accuracy, and completeness of the documents attached hereto as exhibits in connection with the Closing contemplated by the APA and the consummation of the transactions described therein. The undersigned is further aware and acknowledges that Pinnacle National Bank, N.A., as Administrative Agent, and the Lenders party to the Senior Secured Credit Facility being arranged by the Purchaser in connection with the transactions contemplated by the APA, may also rely upon this Certificate and the documents attached hereto for purposes of the financing of the acquisition and the satisfaction of the conditions precedent to the funding of such Senior Secured Credit Facility.

The undersigned certifies that this Certificate and the exhibits attached hereto constitute a complete and accurate summary of the corporate proceedings and organizational documents of the Company relevant to the authorization, execution, delivery, and performance of the APA and the transactions contemplated thereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of June 30, 2024.

CARDINAL PEAK INDUSTRIES, INC.

By: ________

Name: Thomas K. Brightwell

Title: Secretary and General Counsel

Acknowledgment by Officer

The undersigned, Dr. Randall J. Whitfield, in his capacity as Chairman of the Board and Chief Executive Officer of Cardinal Peak Industries, Inc., hereby confirms and certifies that Thomas K. Brightwell is the duly elected and acting Secretary and General Counsel of the Company as of the date hereof, that the signature appearing above is the true and genuine signature of Thomas K. Brightwell, and that Thomas K. Brightwell is authorized to execute and deliver this Secretary's Certificate on behalf of the Company.

By: ________

Name: Dr. Randall J. Whitfield

Title: Chairman of the Board and Chief Executive Officer

Date: June 30, 2024

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

CARDINAL PEAK INDUSTRIES, INC.

Adopted by Unanimous Written Consent in Lieu of a Meeting Effective as of March 28, 2024

The undersigned, being all of the members of the Board of Directors (the "Board") of Cardinal Peak Industries, Inc., 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, which permit action by the Board without a meeting upon the unanimous written consent of all directors, hereby adopt the following resolutions effective as of the date set forth above:

RECITALS. WHEREAS, the Company is engaged in the business of developing, manufacturing, and distributing specialized healthcare products, clinical informatics platforms, and related technology solutions, and operates facilities and employs personnel across multiple states in the southeastern United States;

WHEREAS, the Board has received, reviewed, and considered the terms of that certain Asset Purchase Agreement (the "APA"), by and between the Company, as seller, and Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), pursuant to which the Company would sell, transfer, assign, convey, and deliver to the Purchaser substantially all of the assets of the Company (the "Acquired Assets"), on the terms and subject to the conditions set forth in the APA, in exchange for an aggregate base purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Base Purchase Price"), subject to customary purchase price adjustments as set forth in the APA;

WHEREAS, in connection with the APA and the transactions contemplated thereby, the Company will enter into certain ancillary 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 potential additional earnout payments of up to Forty-Five Million Dollars ($45,000,000) based on achievement of specified performance milestones), and an Escrow Agreement with Commonwealth Trust & Escrow Company, as escrow agent (providing for an escrow deposit of Sixty-Two Million Dollars ($62,000,000)), among other documents and instruments;

WHEREAS, the Board has received and reviewed presentations from the Company's financial advisor, Broadmark Partners LLC, regarding the financial terms of the proposed transaction, including a fairness opinion to the effect that, as of the date thereof and based upon and subject to the assumptions, qualifications, and limitations set forth therein, the Base Purchase Price to be received by the Company is fair, from a financial point of view, to the Company;

WHEREAS, the Board has received and reviewed the advice of the Company's legal counsel, Tillman Gage & Associates LLP, regarding the legal terms and conditions of the APA and the ancillary agreements, the Company's obligations under the DGCL (including Section 271 thereof), and the fiduciary duties of the directors in connection with the proposed transaction;

WHEREAS, the Company has outstanding indebtedness under that certain Credit Agreement, dated as of March 15, 2018, as amended (the "Existing Credit Agreement"), by and among the Company, as borrower, Velthorn Merchant Bank, N.A., as administrative agent (the "Existing Agent"), and the lenders party thereto, with an aggregate outstanding principal and accrued interest payoff amount of approximately Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000) as of the anticipated Closing Date, which indebtedness is to be repaid in full at the Closing from the proceeds of the sale;

WHEREAS, the Board has carefully considered the proposed transaction, the terms of the APA and the ancillary agreements, the fairness opinion, the legal advice received, the strategic alternatives available to the Company, and the best interests of the Company and its shareholders; and

WHEREAS, after due deliberation, the Board has determined that it is in the best interests of the Company and its shareholders to approve and authorize the APA, the ancillary agreements, and the transactions contemplated thereby on the terms described herein.

RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the APA, substantially in the form presented to the Board, and the transactions contemplated thereby, including the sale, transfer, assignment, conveyance, and delivery of substantially all of the assets of the Company to the Purchaser for the Base Purchase Price of Six Hundred Twenty Million Dollars ($620,000,000), subject to the purchase price adjustments and other terms and conditions set forth in the APA, are hereby authorized, approved, and adopted in all respects, and the Company is hereby authorized and directed to consummate the transactions contemplated by the APA, subject to the satisfaction or waiver of the conditions set forth therein;

RESOLVED FURTHER, that the sale, transfer, assignment, conveyance, and delivery by the Company of substantially all of the assets of the Company to the Purchaser, as contemplated by the APA, is hereby authorized and approved in all respects, subject to the approval of the shareholders of the Company as required by Section 271 of the DGCL and the Company's Certificate of Incorporation and Bylaws;

RESOLVED FURTHER, that each of the officers of the Company, and each of them acting alone, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, execute, and deliver the APA and the following ancillary agreements and documents in connection therewith, each in such form as the officer or officers executing the same shall approve (such approval to be conclusively evidenced by such execution):

(i) the Bill of Sale;

(ii) the Assignment and Assumption Agreement;

(iii) the intellectual Property Assignment Agreement, including the assignment of all right, title, and interest in and to the PeakConnect trademark (U.S. Registration No. 5,412,887) and all other intellectual property assets of the Company as described in the APA;

(iv) the Transition Services Agreement;

(v) the Earnout Agreement, providing for contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) upon the achievement of specified performance milestones during the earnout period;

(vi) the Escrow Agreement, by and among the Company, the Purchaser, and Commonwealth Trust & Escrow Company, as escrow agent, providing for the deposit of Sixty-Two Million Dollars ($62,000,000) of the Base Purchase Price into escrow to secure certain indemnification obligations of the Company under the APA;

(vii) employment agreements for each of Dr. Randall J. Whitfield and Elaine Whitfield-Torres with the Purchaser or its designated affiliates, as contemplated by the APA;

(viii) non-competition and non-solicitation agreements, as required by the APA;

(ix) all closing certificates, including officers' certificates and the FIRPTA certificate required by Section 1445 of the Internal Revenue Code of 1986, as amended;

(x) any and all other documents, instruments, agreements, and certificates as may be required or contemplated by the APA or the ancillary agreements or as may be necessary, advisable, or appropriate to consummate the transactions contemplated thereby;

RESOLVED FURTHER, that the officers of the Company, and each of them acting alone, are hereby authorized, empowered, and directed to cause the Company to pay in full at or prior to the Closing all outstanding indebtedness under the Existing Credit Agreement with Velthorn Merchant Bank, N.A., as administrative agent, in the aggregate payoff amount of Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000), or such other amount as shall be set forth in the payoff letter delivered by the Existing Agent, and to direct the filing of UCC-3 termination statements with the appropriate filing offices in all applicable jurisdictions to terminate all Uniform Commercial Code financing statements filed in connection with such indebtedness and the related security interests;

RESOLVED FURTHER, that Dr. Randall J. Whitfield, in his capacity as Chairman of the Board and Chief Executive Officer, is specifically authorized and empowered to execute and deliver, in the name and on behalf of the Company, any and all documents, instruments, agreements, and certificates as may be necessary, advisable, or appropriate, in his judgment, to consummate the transactions contemplated by the APA and to carry out the intent and purposes of these resolutions, and that any other duly authorized officer of the Company shall have the same authority with respect to the foregoing;

RESOLVED FURTHER, that the officers of the Company, and each of them acting alone, are hereby authorized, empowered, and directed to take any and all further actions, and to execute, deliver, and file (or cause to be executed, delivered, and filed) any and all further documents, instruments, agreements, certificates, and filings, in the name and on behalf of the Company, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated by the APA, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's determination that the same was necessary, advisable, or appropriate; and

RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with the negotiation, preparation, and execution of the APA and the ancillary agreements, and in furtherance of the transactions contemplated thereby, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

The undersigned Secretary of the Company hereby certifies that the foregoing resolutions were duly adopted by unanimous written consent of all members of the Board of Directors of the Company, effective as of March 28, 2024, in accordance with Section 141(f) of the DGCL and the Company's Bylaws, and that such resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date hereof.

________________________________________

Thomas K. Brightwell Secretary, Cardinal Peak Industries, Inc.

EXHIBIT B

WRITTEN CONSENT OF SHAREHOLDERS

CARDINAL PEAK INDUSTRIES, INC.

Action by Written Consent in Lieu of a Special Meeting Effective as of March 29, 2024

The undersigned, being all of the holders of the outstanding shares of capital stock of Cardinal Peak Industries, Inc., a Delaware corporation (the "Company"), acting pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL") and the Company's Certificate of Incorporation and Bylaws, which permit action by the shareholders of the Company without a meeting upon the written consent of the holders of shares having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, hereby consent to and adopt the following resolutions effective as of the date set forth above:

WHEREAS, the Board of Directors of the Company (the "Board") has unanimously determined that it is in the best interests of the Company and its shareholders that the Company enter into that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "APA"), by and between the Company and Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), pursuant to which the Company will sell, transfer, assign, convey, and deliver substantially all of the assets of the Company to the Purchaser in exchange for an aggregate base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to the terms and conditions set forth therein;

WHEREAS, the Board has unanimously approved the APA and the transactions contemplated thereby and has recommended that the shareholders approve the sale of substantially all of the assets of the Company pursuant to the APA;

WHEREAS, Section 271 of the DGCL provides that a corporation may sell, lease, or exchange all or substantially all of its property and assets upon approval by the board of directors and the holders of a majority of the outstanding stock of the corporation entitled to vote thereon;

WHEREAS, the undersigned shareholders have received and reviewed the APA and the ancillary agreements contemplated thereby, and have had the opportunity to consult with their own legal, financial, and tax advisors; and

WHEREAS, the undersigned shareholders desire to approve the sale of substantially all of the assets of the Company as contemplated by the APA.

NOW, THEREFORE, BE IT RESOLVED, that the sale, transfer, assignment, conveyance, and delivery of substantially all of the assets of the Company to Ardent Healthcare Acquisition Corp. pursuant to the Asset Purchase Agreement, dated as of April 2, 2024, by and between the Company and the Purchaser, and the transactions contemplated thereby, are hereby authorized, approved, and adopted in all respects, in accordance with Section 271 of the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws;

RESOLVED FURTHER, that the officers and directors of the Company are hereby authorized, empowered, and directed to take all actions and to execute and deliver all documents, instruments, and certificates as they may deem necessary, advisable, or appropriate to consummate the transactions authorized hereby and to carry out the intent and purposes of the foregoing resolution.

IN WITNESS WHEREOF, the undersigned shareholders have executed this Written Consent effective as of March 29, 2024.

SHAREHOLDERS:

________________________________________

Dr. Randall J. Whitfield Shares Held: 52% of outstanding capital stock

________________________________________

Elaine Whitfield-Torres Shares Held: 18% of outstanding capital stock

RIDGELINE GROWTH EQUITY FUND II LP

By: Ridgeline Growth Equity Advisors LLC,

its General Partner

By: ________

Name: Jonathan C. Harding

Title: Managing Partner

Shares Held: 22% of outstanding capital stock

MANAGEMENT SHAREHOLDERS:

________________________________________

Marcus A. Reeves Shares Held: 3.5% of outstanding capital stock

________________________________________

Patricia L. Hayward Shares Held: 2.5% of outstanding capital stock

________________________________________

David R. Nakamura Shares Held: 2.0% of outstanding capital stock

Total shares represented by the foregoing consents: 100% of outstanding capital stock of the Company.

EXHIBIT C

CERTIFICATE OF INCORPORATION

CARDINAL PEAK INDUSTRIES, INC.

As filed with the Secretary of State of the State of Delaware DE File No. 5487231

[A true, correct, and complete copy of the Certificate of Incorporation of Cardinal Peak Industries, Inc., as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment and certificates of designation filed therewith through and including the date hereof, is attached hereto and incorporated herein by reference.]

[This Exhibit C consists of _____ pages.]

EXHIBIT D

BYLAWS

CARDINAL PEAK INDUSTRIES, INC.

As Currently in Effect

[A true, correct, and complete copy of the Bylaws of Cardinal Peak Industries, Inc., as amended through July 15, 2021, and as currently in effect, is attached hereto and incorporated herein by reference.]

[This Exhibit D consists of _____ pages.]

EXHIBIT E

CERTIFICATE OF GOOD STANDING

CARDINAL PEAK INDUSTRIES, INC.

Issued by the Secretary of State of the State of Delaware and Certificates of Good Standing / Certificates of Authority from Qualification Jurisdictions

[A true, correct, and complete copy of the Certificate of Good Standing (Certificate of Status) of Cardinal Peak Industries, Inc. issued by the Secretary of State of the State of Delaware, dated June 24, 2024, is attached hereto and incorporated herein by reference.]

[Also attached hereto are certificates of good standing or certificates of authority, as applicable, from each of the following jurisdictions in which the Company is qualified to transact business as a foreign corporation, each dated within ten (10) calendar days of the Closing Date (June 30, 2024):]

1. State of Tennessee — dated June 21, 2024

2. State of Georgia — dated June 22, 2024

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

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

5. State of Alabama — dated June 24, 2024

6. Commonwealth of Virginia — dated June 22, 2024

7. Commonwealth of Kentucky — dated June 23, 2024

[This Exhibit E consists of _____ pages.]

Shareholder	Percentage of Outstanding Shares
Dr. Randall J. Whitfield	52%
Elaine Whitfield-Torres	18%
Ridgeline Growth Equity Fund II LP	22%
Other management shareholders (collectively)	8%
Total	100%
Name	Title	Signature
Dr. Randall J. Whitfield	Chairman of the Board and Chief Executive Officer	________
Elaine Whitfield-Torres	Co-Founder and Chief Clinical Officer	________
Marcus A. Reeves	Chief Financial Officer	________
Patricia L. Hayward	Chief Operating Officer	________
Thomas K. Brightwell	Secretary and General Counsel	________

SECRETARY'S CERTIFICATE OF CARDINAL PEAK INDUSTRIES, INC.
Delivered in connection with the Asset Purchase Agreement dated April 2, 2024 (the "APA") by and between Ardent Healthcare Acquisition Corp. (the "Purchaser") and Cardinal Peak Industries, Inc. (the "Seller" or the "Company")
Dated: June 30, 2024
The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Cardinal Peak Industries, Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215. The Company was incorporated in the State of Delaware and is on file with the Delaware Secretary of State under File No. 5487231. The Company's federal employer identification number is 82-3947561.
This Secretary's Certificate (this "Certificate") is delivered to Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), pursuant to Section 7.2(d) of that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "APA"), by and between the Purchaser and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the APA.
The undersigned, in his capacity as Secretary of the Company, and not in his individual capacity, hereby certifies as follows to the Purchaser as of the Closing Date (June 30, 2024):
Section 1. Board Resolutions
Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company (the "Board") by unanimous written consent in lieu of a meeting, effective as of March 28, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Company's Certificate of Incorporation and Bylaws. The Board Resolutions were executed by all members of the Board of Directors then in office and were duly filed with the minutes of the proceedings of the Board of Directors maintained in the ordinary course by the Company.
The Board Resolutions, among other things, authorize and approve:
(a) the execution, delivery, and performance by the Company of the Asset Purchase Agreement dated April 2, 2024, by and between the Company and Ardent Healthcare Acquisition Corp., and the consummation of all transactions contemplated thereby;
(b) the sale, transfer, assignment, conveyance, and delivery of substantially all of the assets of the Company to the Purchaser as contemplated by the APA, for an aggregate base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to the purchase price adjustments and other terms and conditions set forth therein;
(c) the execution, delivery, and performance by the Company of all ancillary agreements, documents, and instruments contemplated by or delivered in connection with the APA, including without limitation: (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), and (vii) all other closing deliverables, certificates, and instruments required or contemplated under the APA;
(d) the payment and satisfaction in full at the Closing of all outstanding indebtedness of the Company under that certain Credit Agreement dated March 15, 2018, as amended from time to time, by and among the Company, Velthorn Merchant Bank, N.A., as administrative agent, and the lenders party thereto (the aggregate payoff amount being Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000)), and the authorization and direction that all necessary UCC-3 termination statements be filed with the appropriate filing offices to terminate all Uniform Commercial Code financing statements relating to such indebtedness and the related security interests;
(e) the authorization of the officers of the Company, and each of them acting alone, to execute and deliver any and all documents, instruments, agreements, and certificates as may be necessary, advisable, or appropriate, in the judgment of such officer, to consummate the transactions contemplated by the APA and to carry out the intent and purposes of the Board Resolutions; and
(f) the specific authorization of Dr. Randall J. Whitfield, in his capacity as Chairman of the Board and Chief Executive Officer, and any other authorized officer of the Company, to execute, deliver, and perform any documents on behalf of the Company in connection with the foregoing.
The undersigned further certifies that the Board Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof and as of the Closing Date. No other resolutions have been adopted by the Board of Directors of the Company relating to or affecting the subject matter of the Board Resolutions, and no proceedings are pending or contemplated for the amendment, modification, or rescission of the Board Resolutions.
Section 2. Shareholder Approval
Attached hereto as Exhibit B is a true, correct, and complete copy of the written consent of the shareholders of the Company (the "Shareholder Consent"), executed by all holders of the outstanding capital stock of the Company, approving the transactions contemplated by the APA. The Shareholder Consent was executed in accordance with Section 228 of the DGCL and the Company's Certificate of Incorporation and Bylaws, and was effective as of March 29, 2024.
The outstanding capital stock of the Company as of the date of the Shareholder Consent, and as of the date hereof, is held by the following shareholders in the following percentages:
The undersigned certifies that the sale of substantially all of the assets of the Company has been duly authorized and approved by the holders of the requisite percentage of the outstanding shares of capital stock of the Company entitled to vote thereon, in accordance with Section 271 of the DGCL and the applicable provisions of the Company's Certificate of Incorporation and Bylaws. All shareholders entitled to vote on the matters set forth in the Shareholder Consent have duly executed and delivered such consent, and the Company has received executed counterparts from holders representing one hundred percent (100%) of the outstanding voting shares of the Company.
The Shareholder Consent has not been amended, modified, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the date hereof and as of the Closing Date.
Section 3. Incumbency of Officers
The undersigned certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the Closing Date (June 30, 2024), holding the offices set forth opposite their respective names, and that the signatures set forth opposite their names are their true and genuine signatures:
The undersigned further certifies that each of the above-named officers is duly authorized to execute and deliver, on behalf of the Company, any and all documents, instruments, agreements, and certificates required or contemplated in connection with the transactions contemplated by the APA. Each such officer has been duly authorized to act for and on behalf of the Company with respect to the Closing and the consummation of the transactions described in the APA and the ancillary documents delivered in connection therewith. No officer of the Company listed above has resigned, been removed, or otherwise ceased to serve in such capacity since the date of the Board Resolutions, except as otherwise disclosed to the Purchaser in writing.
Section 4. Certificate of Incorporation
Attached hereto as Exhibit C is a true, correct, and complete copy of the Certificate of Incorporation of Cardinal Peak Industries, Inc. as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment and certificates of designation filed with the Secretary of State of the State of Delaware through and including the date hereof (collectively, the "Charter").
The Company was incorporated in the State of Delaware and is on file with the Delaware Secretary of State under File No. 5487231. The Charter, as amended, is in full force and effect as of the date hereof and as of the Closing Date, and has not been further amended, modified, restated, or supplemented since the date of the last amendment attached as part of Exhibit C. No proceedings are pending or contemplated for any further amendment, modification, or restatement of the Charter, nor has any certificate of dissolution, merger, or conversion been filed with the Secretary of State of the State of Delaware with respect to the Company.
Section 5. Bylaws
Attached hereto as Exhibit D is a true, correct, and complete copy of the Bylaws of Cardinal Peak Industries, Inc. as currently in effect (the "Bylaws").
The Bylaws have not been amended, modified, restated, or supplemented since July 15, 2021, and are in full force and effect as of the date hereof and as of the Closing Date. No proceedings are pending or contemplated for the amendment, modification, or restatement of the Bylaws.
Section 6. Certificate of Good Standing
Attached hereto as Exhibit E is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) of Cardinal Peak Industries, Inc. issued by the Secretary of State of the State of Delaware, dated as of June 24, 2024, being within six (6) calendar days of the Closing Date.
The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation, and is in good standing (or the equivalent thereof), in each of the following jurisdictions: the State of Tennessee, the State of Georgia, the State of North Carolina, the State of South Carolina, the State of Alabama, the Commonwealth of Virginia, and the Commonwealth of Kentucky. Certificates of good standing or certificates of authority, as applicable, from the secretary of state (or comparable office) of each such jurisdiction are also attached as part of Exhibit E, each dated within ten (10) calendar days of the Closing Date, in satisfaction of the requirements set forth in Section 7.2(e) of the APA.
Section 7. No Dissolution or Winding Up
The undersigned certifies that no action has been taken, and no proceedings have been instituted or are contemplated, by the Board of Directors, the shareholders, or any other Person, for the voluntary or involuntary dissolution, liquidation, winding up, or termination of the existence of the Company. The Company has not filed, and has not authorized the filing of, a certificate of dissolution with the Secretary of State of the State of Delaware or with any other governmental authority. No petition for relief under any chapter of the United States Bankruptcy Code has been filed by or against the Company, and no receiver, trustee, custodian, or similar official has been appointed for the Company or any substantial part of its assets.
Section 8. No Amendments Since Signing
The undersigned certifies that since the date of execution of the APA (April 2, 2024), no amendments, modifications, or supplements have been made to the Company's Certificate of Incorporation or Bylaws. There have been no changes in the officers or directors of the Company other than as previously disclosed to the Purchaser in writing prior to the date hereof. The organizational documents of the Company as attached hereto as Exhibits C and D are identical in all respects to the organizational documents of the Company as in effect on April 2, 2024, the date of the APA.
Section 9. General Certification and Reliance
The undersigned is making the certifications contained herein based upon personal knowledge and a thorough review of the corporate books, records, and minute books of the Company maintained by the undersigned in his capacity as Secretary. The undersigned has taken all steps necessary to verify the accuracy and completeness of the matters certified herein, including inspection of original documents and consultation with the officers and directors of the Company as appropriate.
The undersigned is aware and acknowledges that the Purchaser, Ardent Healthcare Acquisition Corp., and its legal counsel, Calderwood & Harkness LLP, are relying upon this Certificate and upon the truth, accuracy, and completeness of the documents attached hereto as exhibits in connection with the Closing contemplated by the APA and the consummation of the transactions described therein. The undersigned is further aware and acknowledges that Pinnacle National Bank, N.A., as Administrative Agent, and the Lenders party to the Senior Secured Credit Facility being arranged by the Purchaser in connection with the transactions contemplated by the APA, may also rely upon this Certificate and the documents attached hereto for purposes of the financing of the acquisition and the satisfaction of the conditions precedent to the funding of such Senior Secured Credit Facility.
The undersigned certifies that this Certificate and the exhibits attached hereto constitute a complete and accurate summary of the corporate proceedings and organizational documents of the Company relevant to the authorization, execution, delivery, and performance of the APA and the transactions contemplated thereby.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of June 30, 2024.
CARDINAL PEAK INDUSTRIES, INC.
By: ________
Name: Thomas K. Brightwell
Title: Secretary and General Counsel
Acknowledgment by Officer
The undersigned, Dr. Randall J. Whitfield, in his capacity as Chairman of the Board and Chief Executive Officer of Cardinal Peak Industries, Inc., hereby confirms and certifies that Thomas K. Brightwell is the duly elected and acting Secretary and General Counsel of the Company as of the date hereof, that the signature appearing above is the true and genuine signature of Thomas K. Brightwell, and that Thomas K. Brightwell is authorized to execute and deliver this Secretary's Certificate on behalf of the Company.
By: ________
Name: Dr. Randall J. Whitfield
Title: Chairman of the Board and Chief Executive Officer
Date: June 30, 2024
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
CARDINAL PEAK INDUSTRIES, INC.
Adopted by Unanimous Written Consent in Lieu of a Meeting Effective as of March 28, 2024
The undersigned, being all of the members of the Board of Directors (the "Board") of Cardinal Peak Industries, Inc., 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, which permit action by the Board without a meeting upon the unanimous written consent of all directors, hereby adopt the following resolutions effective as of the date set forth above:
RECITALS.  WHEREAS, the Company is engaged in the business of developing, manufacturing, and distributing specialized healthcare products, clinical informatics platforms, and related technology solutions, and operates facilities and employs personnel across multiple states in the southeastern United States;
WHEREAS, the Board has received, reviewed, and considered the terms of that certain Asset Purchase Agreement (the "APA"), by and between the Company, as seller, and Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), pursuant to which the Company would sell, transfer, assign, convey, and deliver to the Purchaser substantially all of the assets of the Company (the "Acquired Assets"), on the terms and subject to the conditions set forth in the APA, in exchange for an aggregate base purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Base Purchase Price"), subject to customary purchase price adjustments as set forth in the APA;
WHEREAS, in connection with the APA and the transactions contemplated thereby, the Company will enter into certain ancillary 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 potential additional earnout payments of up to Forty-Five Million Dollars ($45,000,000) based on achievement of specified performance milestones), and an Escrow Agreement with Commonwealth Trust & Escrow Company, as escrow agent (providing for an escrow deposit of Sixty-Two Million Dollars ($62,000,000)), among other documents and instruments;
WHEREAS, the Board has received and reviewed presentations from the Company's financial advisor, Broadmark Partners LLC, regarding the financial terms of the proposed transaction, including a fairness opinion to the effect that, as of the date thereof and based upon and subject to the assumptions, qualifications, and limitations set forth therein, the Base Purchase Price to be received by the Company is fair, from a financial point of view, to the Company;
WHEREAS, the Board has received and reviewed the advice of the Company's legal counsel, Tillman Gage & Associates LLP, regarding the legal terms and conditions of the APA and the ancillary agreements, the Company's obligations under the DGCL (including Section 271 thereof), and the fiduciary duties of the directors in connection with the proposed transaction;
WHEREAS, the Company has outstanding indebtedness under that certain Credit Agreement, dated as of March 15, 2018, as amended (the "Existing Credit Agreement"), by and among the Company, as borrower, Velthorn Merchant Bank, N.A., as administrative agent (the "Existing Agent"), and the lenders party thereto, with an aggregate outstanding principal and accrued interest payoff amount of approximately Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000) as of the anticipated Closing Date, which indebtedness is to be repaid in full at the Closing from the proceeds of the sale;
WHEREAS, the Board has carefully considered the proposed transaction, the terms of the APA and the ancillary agreements, the fairness opinion, the legal advice received, the strategic alternatives available to the Company, and the best interests of the Company and its shareholders; and
WHEREAS, after due deliberation, the Board has determined that it is in the best interests of the Company and its shareholders to approve and authorize the APA, the ancillary agreements, and the transactions contemplated thereby on the terms described herein.
RESOLUTIONS.  NOW, THEREFORE, BE IT RESOLVED, that the APA, substantially in the form presented to the Board, and the transactions contemplated thereby, including the sale, transfer, assignment, conveyance, and delivery of substantially all of the assets of the Company to the Purchaser for the Base Purchase Price of Six Hundred Twenty Million Dollars ($620,000,000), subject to the purchase price adjustments and other terms and conditions set forth in the APA, are hereby authorized, approved, and adopted in all respects, and the Company is hereby authorized and directed to consummate the transactions contemplated by the APA, subject to the satisfaction or waiver of the conditions set forth therein;
RESOLVED FURTHER, that the sale, transfer, assignment, conveyance, and delivery by the Company of substantially all of the assets of the Company to the Purchaser, as contemplated by the APA, is hereby authorized and approved in all respects, subject to the approval of the shareholders of the Company as required by Section 271 of the DGCL and the Company's Certificate of Incorporation and Bylaws;
RESOLVED FURTHER, that each of the officers of the Company, and each of them acting alone, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, execute, and deliver the APA and the following ancillary agreements and documents in connection therewith, each in such form as the officer or officers executing the same shall approve (such approval to be conclusively evidenced by such execution):
(i) the Bill of Sale;
(ii) the Assignment and Assumption Agreement;
(iii) the intellectual Property Assignment Agreement, including the assignment of all right, title, and interest in and to the PeakConnect trademark (U.S. Registration No. 5,412,887) and all other intellectual property assets of the Company as described in the APA;
(iv) the Transition Services Agreement;
(v) the Earnout Agreement, providing for contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) upon the achievement of specified performance milestones during the earnout period;
(vi) the Escrow Agreement, by and among the Company, the Purchaser, and Commonwealth Trust & Escrow Company, as escrow agent, providing for the deposit of Sixty-Two Million Dollars ($62,000,000) of the Base Purchase Price into escrow to secure certain indemnification obligations of the Company under the APA;
(vii) employment agreements for each of Dr. Randall J. Whitfield and Elaine Whitfield-Torres with the Purchaser or its designated affiliates, as contemplated by the APA;
(viii) non-competition and non-solicitation agreements, as required by the APA;
(ix) all closing certificates, including officers' certificates and the FIRPTA certificate required by Section 1445 of the Internal Revenue Code of 1986, as amended;
(x) any and all other documents, instruments, agreements, and certificates as may be required or contemplated by the APA or the ancillary agreements or as may be necessary, advisable, or appropriate to consummate the transactions contemplated thereby;
RESOLVED FURTHER, that the officers of the Company, and each of them acting alone, are hereby authorized, empowered, and directed to cause the Company to pay in full at or prior to the Closing all outstanding indebtedness under the Existing Credit Agreement with Velthorn Merchant Bank, N.A., as administrative agent, in the aggregate payoff amount of Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000), or such other amount as shall be set forth in the payoff letter delivered by the Existing Agent, and to direct the filing of UCC-3 termination statements with the appropriate filing offices in all applicable jurisdictions to terminate all Uniform Commercial Code financing statements filed in connection with such indebtedness and the related security interests;
RESOLVED FURTHER, that Dr. Randall J. Whitfield, in his capacity as Chairman of the Board and Chief Executive Officer, is specifically authorized and empowered to execute and deliver, in the name and on behalf of the Company, any and all documents, instruments, agreements, and certificates as may be necessary, advisable, or appropriate, in his judgment, to consummate the transactions contemplated by the APA and to carry out the intent and purposes of these resolutions, and that any other duly authorized officer of the Company shall have the same authority with respect to the foregoing;
RESOLVED FURTHER, that the officers of the Company, and each of them acting alone, are hereby authorized, empowered, and directed to take any and all further actions, and to execute, deliver, and file (or cause to be executed, delivered, and filed) any and all further documents, instruments, agreements, certificates, and filings, in the name and on behalf of the Company, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated by the APA, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's determination that the same was necessary, advisable, or appropriate; and
RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with the negotiation, preparation, and execution of the APA and the ancillary agreements, and in furtherance of the transactions contemplated thereby, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
The undersigned Secretary of the Company hereby certifies that the foregoing resolutions were duly adopted by unanimous written consent of all members of the Board of Directors of the Company, effective as of March 28, 2024, in accordance with Section 141(f) of the DGCL and the Company's Bylaws, and that such resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date hereof.
________________________________________
Thomas K. Brightwell Secretary, Cardinal Peak Industries, Inc.
EXHIBIT B
WRITTEN CONSENT OF SHAREHOLDERS
OF
CARDINAL PEAK INDUSTRIES, INC.
Action by Written Consent in Lieu of a Special Meeting Effective as of March 29, 2024
The undersigned, being all of the holders of the outstanding shares of capital stock of Cardinal Peak Industries, Inc., a Delaware corporation (the "Company"), acting pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL") and the Company's Certificate of Incorporation and Bylaws, which permit action by the shareholders of the Company without a meeting upon the written consent of the holders of shares having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, hereby consent to and adopt the following resolutions effective as of the date set forth above:
WHEREAS, the Board of Directors of the Company (the "Board") has unanimously determined that it is in the best interests of the Company and its shareholders that the Company enter into that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "APA"), by and between the Company and Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Purchaser"), pursuant to which the Company will sell, transfer, assign, convey, and deliver substantially all of the assets of the Company to the Purchaser in exchange for an aggregate base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to the terms and conditions set forth therein;
WHEREAS, the Board has unanimously approved the APA and the transactions contemplated thereby and has recommended that the shareholders approve the sale of substantially all of the assets of the Company pursuant to the APA;
WHEREAS, Section 271 of the DGCL provides that a corporation may sell, lease, or exchange all or substantially all of its property and assets upon approval by the board of directors and the holders of a majority of the outstanding stock of the corporation entitled to vote thereon;
WHEREAS, the undersigned shareholders have received and reviewed the APA and the ancillary agreements contemplated thereby, and have had the opportunity to consult with their own legal, financial, and tax advisors; and
WHEREAS, the undersigned shareholders desire to approve the sale of substantially all of the assets of the Company as contemplated by the APA.
NOW, THEREFORE, BE IT RESOLVED, that the sale, transfer, assignment, conveyance, and delivery of substantially all of the assets of the Company to Ardent Healthcare Acquisition Corp. pursuant to the Asset Purchase Agreement, dated as of April 2, 2024, by and between the Company and the Purchaser, and the transactions contemplated thereby, are hereby authorized, approved, and adopted in all respects, in accordance with Section 271 of the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws;
RESOLVED FURTHER, that the officers and directors of the Company are hereby authorized, empowered, and directed to take all actions and to execute and deliver all documents, instruments, and certificates as they may deem necessary, advisable, or appropriate to consummate the transactions authorized hereby and to carry out the intent and purposes of the foregoing resolution.
IN WITNESS WHEREOF, the undersigned shareholders have executed this Written Consent effective as of March 29, 2024.
SHAREHOLDERS:
________________________________________
Dr. Randall J. Whitfield Shares Held: 52% of outstanding capital stock
________________________________________
Elaine Whitfield-Torres Shares Held: 18% of outstanding capital stock
RIDGELINE GROWTH EQUITY FUND II LP
By: Ridgeline Growth Equity Advisors LLC,
its General Partner
By: ________
Name: Jonathan C. Harding
Title: Managing Partner
Shares Held: 22% of outstanding capital stock
MANAGEMENT SHAREHOLDERS:
________________________________________
Marcus A. Reeves Shares Held: 3.5% of outstanding capital stock
________________________________________
Patricia L. Hayward Shares Held: 2.5% of outstanding capital stock
________________________________________
David R. Nakamura Shares Held: 2.0% of outstanding capital stock
Total shares represented by the foregoing consents: 100% of outstanding capital stock of the Company.
EXHIBIT C
CERTIFICATE OF INCORPORATION
OF
CARDINAL PEAK INDUSTRIES, INC.
As filed with the Secretary of State of the State of Delaware DE File No. 5487231
[A true, correct, and complete copy of the Certificate of Incorporation of Cardinal Peak Industries, Inc., as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment and certificates of designation filed therewith through and including the date hereof, is attached hereto and incorporated herein by reference.]
[This Exhibit C consists of _____ pages.]
EXHIBIT D
BYLAWS
OF
CARDINAL PEAK INDUSTRIES, INC.
As Currently in Effect
[A true, correct, and complete copy of the Bylaws of Cardinal Peak Industries, Inc., as amended through July 15, 2021, and as currently in effect, is attached hereto and incorporated herein by reference.]
[This Exhibit D consists of _____ pages.]
EXHIBIT E
CERTIFICATE OF GOOD STANDING
OF
CARDINAL PEAK INDUSTRIES, INC.
Issued by the Secretary of State of the State of Delaware and Certificates of Good Standing / Certificates of Authority from Qualification Jurisdictions
[A true, correct, and complete copy of the Certificate of Good Standing (Certificate of Status) of Cardinal Peak Industries, Inc. issued by the Secretary of State of the State of Delaware, dated June 24, 2024, is attached hereto and incorporated herein by reference.]
[Also attached hereto are certificates of good standing or certificates of authority, as applicable, from each of the following jurisdictions in which the Company is qualified to transact business as a foreign corporation, each dated within ten (10) calendar days of the Closing Date (June 30, 2024):]
1.  State of Tennessee — dated June 21, 2024
2.  State of Georgia — dated June 22, 2024
3.  State of North Carolina — dated June 20, 2024
4.  State of South Carolina — dated June 21, 2024
5.  State of Alabama — dated June 24, 2024
6.  Commonwealth of Virginia — dated June 22, 2024
7.  Commonwealth of Kentucky — dated June 23, 2024
[This Exhibit E consists of _____ pages.]
Shareholder | Percentage of Outstanding Shares
Dr. Randall J. Whitfield | 52%
Elaine Whitfield-Torres | 18%
Ridgeline Growth Equity Fund II LP | 22%
Other management shareholders (collectively) | 8%
Total | 100%
Name | Title | Signature
Dr. Randall J. Whitfield | Chairman of the Board and Chief Executive Officer | ________
Elaine Whitfield-Torres | Co-Founder and Chief Clinical Officer | ________
Marcus A. Reeves | Chief Financial Officer | ________
Patricia L. Hayward | Chief Operating Officer | ________
Thomas K. Brightwell | Secretary and General Counsel | ________

SECRETARY'S CERTIFICATE OF CARDINAL PEAK INDUSTRIES, INC.

CARDINAL PEAK INDUSTRIES, INC.

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

CARDINAL PEAK INDUSTRIES, INC.

EXHIBIT B

WRITTEN CONSENT OF SHAREHOLDERS

CARDINAL PEAK INDUSTRIES, INC.

SHAREHOLDERS:

RIDGELINE GROWTH EQUITY FUND II LP

MANAGEMENT SHAREHOLDERS:

EXHIBIT C

CERTIFICATE OF INCORPORATION

CARDINAL PEAK INDUSTRIES, INC.

EXHIBIT D

CARDINAL PEAK INDUSTRIES, INC.

EXHIBIT E

CERTIFICATE OF GOOD STANDING

CARDINAL PEAK INDUSTRIES, INC.

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