Extract to table

This action by written consent shall have the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting

a Delaware corporation ("Pennfield"), whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "PNFD" and identified by CUSIP number 708234109, and which maintains its principal executive offices at 4500 Commerce Boulevard, Suite 800, Charlotte, North Carolina 28202, have negotiated and propose to enter into an Agreement and Plan of Merger, dated as of April 7, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), a substantially final form of which has been presented to the undersigned for review; WHEREAS, pursuant to the Merger Agreement, the Company will merge with and into Pennfield (the "Merger") in a reverse triangular merger effected under Section 251 of the DGCL, with Pennfield continuing as the surviving corporation of the Merger (in such capacity, the "Surviving Corporation") and becoming a wholly owned subsidiary of Parent, and the separate corporate existence of the Company shall thereupon cease; WHEREAS, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0

Approval of the Merger RESOLVED, that the merger of the Company with and into Pennfield, with Pennfield as the Surviving Corporation and a wholly owned subsidiary of Parent, pursuant to Section 251 of the DGCL and in accordance with the terms and conditions of the Merger Agreement, is hereby approved, authorized, and adopted in all respects; and it is further RESOLVED, that upon the Effective Time of the Merger, the separate corporate existence of the Company shall cease, and Pennfield shall continue as the Surviving Corporation under the name "Pennfield Holdings, Inc

Authorization to Execute and Deliver the Merger Agreement RESOLVED, that Jonah Whitfield, in his capacity as an authorized officer of the Company, and each other officer of the Company (each, an "Authorized Officer"), acting singly, is hereby authorized, empowered, and directed to execute and deliver the Merger Agreement on behalf of the Company, together with all exhibits, schedules, annexes, disclosure letters, and other attachments thereto, with such changes, amendments, modifications, supplements, or additions thereto as such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof), and to perform the Company's obligations thereunder; and it is further RESOLVED, that the execution and delivery by any Authorized Officer of the Merger Agreement, as so modified, amended, or supplemented, shall constitute conclusive evidence of the approval of such modifications, amendments, or supplements by the Board

General Authorization RESOLVED, that the Authorized Officers of the Company are hereby authorized to take any and all actions and to execute, deliver, and file any and all documents, instruments, certificates, and other writings as may be necessary or desirable to carry out and effectuate the purposes and intent of the foregoing resolutions, and any action taken by any Authorized Officer in furtherance of or consistent with the foregoing resolutions shall be, and hereby is, approved, adopted, ratified, and confirmed in all respects; and it is further RESOLVED, that any and all actions taken prior to the date of these resolutions by any officer, director, or authorized representative of the Company that are within the authority conferred by the foregoing resolutions are hereby ratified, confirmed, approved, and adopted as the acts and deeds of the Company; and it is further RESOLVED, that the authority granted by these resolutions shall continue in full force and effect until the earlier of (a) the consummation of the Merger or (b) the termination of the Merger Agreement in accordance with its terms, at which time such authority shall terminate except to the extent necessary to complete any actions or transactions that are then in process or that arise out of or relate to the wind-down of the Company's affairs following such termination; and it is further RESOLVED, that these resolutions shall supersede any prior resolution of the Board that is inconsistent herewith, but only to the extent of such inconsistency

pdf) transmission), each of which shall be deemed an original for all purposes and all of which together shall constitute one and the same instrument