DAUGHTERS OF CHARITY HEALTH SYSTEM Resolutions of the Board of Directors July 14, 2015 WHEREAS, Daughters of Charity Ministry Services Corporation (“Ministry Services Corporation”), a California nonprofit religious corporation, is the parent of a nonprofit health care system (“Daughters of Charity Health System”), sponsored by the Daughters of Charity of St. Vincent de Paul, Province of the West (the “Provinee”); WHEREAS, this Corporation oversees, coordinates and supports the local health ministries sponsored by the Province, which include the following (i) the nonprofit religious corporations St. Francis Medical Center, St. Vincent Medical Center, Saint Louise Regional Hospital, O’Connor Hospital and Seton Medical Center (collectively, the “LHMs”), and (ii) the related entities that support those sponsored ministries: DCHS Medical Foundation, Caritas Business Services, De Paul Ventures, LLC, and Marillac Insurance Company, Ltd., St. Francis Medical Center Foundation, St. Vincent Foundation, Saint Louise Regional Hospital Foundation, ©’Connor Hospital Foundation and Seton Medical Center Foundation (collectively with the LHMs, the “Affiliates”; WHEREAS, the Province has determined, after careful study and reflection, that continuing sponsorship of Daughters of Charity Health System is not tenable; WHEREAS, the Board of Directors of the Corporation (the “Board”) has accordingly determined that it is in the best interest of the Corporation and its Affiliates to seek a transfer of control of the Daughters of Charity Health System with the following objectives: (1) to preserve health care services in the communities served by each of the LHMs; and (2) to fulfill the Daughters of Charity Health System's commitments to its stakeholders, including its associates, bondholders and retirees; WHEREAS, the Board has engaged in an extensive process beginning in November of 2013 to find options that meet these objectives to the greatest extent possible, and the Board has overseen its financial advisors’ efforts through regular reports, comparisons of proposals received at each stage, and evaluation of individual and full Health System solutions; WHEREAS, the LHMs are linked by major joint liabilities, including obligations to bondholders, retirees, associates under collective bargaining agreements and parties to system-wide contracts (the “Health System’s shared obligations”), necessitating a single approach under this Board’s supervision to the development and selection of proposals; WHEREAS, the Board’s current decision is influenced by a need for urgency dueto a lengthy but unconsummated prior sales transaction, continuing financial losses, and the rapid depletion of the Daughters of Charity Health System’s remaining resources; WHEREAS, in order to evaluate proposals from potential transaction parties, the Board established the following criteria: the ability to sustain post-closing health care services; a fair valuation; the ability to close a transaction; treatment of collective bargaining agreement obligations; treatment of pension obligations, especially those under the defined benefit church plan; the financial wherewithal of the prospective buyer: the operating and transactional experience of the prospective buyer; whether the buyer seeks to close a transaction under bankruptey court supervision; the historical service quality of health care provided by potential buyer; the capital commitment offered by the prospective buyer: and the overall transaction timeline; su20si9 3WHEREAS, the Board has reviewed and deliberated on all of the options and proposals presented by its independent advisors at length at each of its meetings for the past four months in this current phase of the sale proces WHEREAS, at the Board’s direction the Corporation’s financial advisor in two rounds of bids solicited proposals on individual LHMS, the Daughters of Charity Health System’s portfolio of medical office building properties and the Daughters of Charity Health System as a whole, and the Board has concluded that no combination of individual proposals adequately covers Health System shared obligations, necessitating transaction that conveys control of the entire Health System; WHEREAS, the Board has reviewed and discussed the options and proposals presented by its independent advisors at length at each of its meetings for the past four months, has reviewed and discussed the materials provided to the Board for review (the “Board Materials”), the definitive agreement setting forth the terms of the Transaction (the “Transaction Agreement”) and similar presentations at past meetings; and today, completing the process of discernment that began in June 2012, this Board has concluded that the proposed transaction outlined in the attached Exhibit A (the “Transaction”) will best satisly the Corporation’s key objectives and criteria; WHEREAS, the Transaction is subject to notice to the Holy See with respect to alienation of the Province’s stable patrimony and other canonical assets, which comprise a substantial portion of the property used by the LHMs; WHEREAS, the Transaction is subject to the approval and consent of the California Attomey General and other state or federal governmental entities; WHEREAS, all of the Directors of the Board have been confirmed to be present and voting and hone are Interested Directors as such term in defined in Section 5233 of the California Corporations Code; and WHEREAS, the requirements of applicable law with regard to self-dealing transactions and the Corporation’s policies on conflicts of interest have been considered and addressed. NOW, THEREFORE, IT IS HEREBY UNANIMOUSLY: RESOLVED: That the Board hereby determines that the Transaction Corporation and the Affiliates; and n the best interest of the RESOLVED: That the Transaction is hereby approved, and that this Board recommends approval thereof by the Corporation's sole corporate member, Ministry Services Corporation; and That each of the individuals holding the following offices of the Corporation from time to time is designated an “Authorized Officer” for all purposes in connection with the Transact President and Chief Executive Officer Board Chair Chief Financial Officer Board Treasurer Board Vice Chair s1s20su9 3RESOLVED: RESOLVE RESOLVED: RESOLVED: RESOLVED: ‘That the execution and delivery of the Transaction Agreement and all other agreements, instruments and documents named in Exhibit A or otherwise contemplated by the Transaction Agreement (the “Transaction Documents”) and the performance of all obligations of this Corporation and each of its Affiliates contemplated by the Transaction Documents are hereby approved and authorized; and That the articles of incorporation and bylaws of the Corporation and the Affiliates be amended as necessary or advisable to consummate the Transaction; and that each of the Authorized Officers acting singly be authorized, empowered and directed, on behalf of this Corporation acting for itself and as sole member of the Affiliates to execute and file any such amendments to the articles of incorporation and bylaws of the Corporation and the Affiliates, related actions by written consent of this Corporation as sole member, and other evidence of approvals required by reserved powers under applicable bylaws of Affiliates That each of the Authorized Officers acting singly be authorized and directed (a) to prepare, execute and file a written notice, application and other related materials with the California Atomey General regarding the Transaction pursuant to the requirements, of Section [5914 or 5920]' of the California Corporations Code and the regulations promulgated in the California Administrative Code and to negotiate and agree to consent conditions and other requirements of such approval, and (b) to prepare, negotiate, execute and deliver all notifications, filings documents and certificates, to update disclosure schedules, to execute amendments of Transaction Documents consistent with the purposes of this resolution and take all other actions, as may be reasonably necessary or appropriate, and to obtain all approvals or consents to the ‘Transaction from the California Attorney General or any other state or federal government agency or regulatory body; and That following the receipt of all approvals or consents and the satisfaction (or waiver by an Authorized Officer) of the conditions precedent to the Transaction, each Authorized Officer acting singly is authorized to execute and deliver such certificates, affidavits, deeds, releases, other documents, actions by written consent, waivers or conditions, directions and instruments; to approve regulatory conditions; to modify or waive closing conditions; and to take such other actions as each Authorized Officer so acting deems to be necessary or desirable to carry out the intent of these resolutions to consummate the Transaction and to address post-closing regulatory, contractual and other requirements; such execution and delivery or other action by an Authorized Officer to be conclusive evidence of authorization by this Board; and That all acts and things done by any director, officer, employee or agent of the Corporation, on or prior to the date hereof, in the name and on behalf of the Corporation, in connection with the Transaction or any matter contemplated by or described in the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as acts and deeds by and on behalf of the Corporation; and "Dependent upon transaction chosen, See. $914 governs non-profit to for-profit transactions and Sec. $920 governs non- profit to non-profit transactions. s1s29849 5That this Corporation ask each of the Affiliates’ boards of directors (i) to concur in the Transaction as being in the Affiliates’ best interests and (ii) to approve all Affiliate actions needed to implement the Transaction; and RESOLVE! RESOLVED: That, in accordance with the Corporation’s bylaws, these resolutions will become final, binding action of the Corporation when such action has been approved or ratified by final action of Ministry Services Corporation acting in accordance with the Corporation’s bylaws and the bylaws of Ministry Services Corporation. eeeee The undersigned Chairperson and Secretary of the Board do hereby certify that this document is a true and complete copy of the resolutions adopted by the Board on July 14, 2015. Ss Merryony Lonrs Sister Marjory An Baez, DC Chairperson, Board of Directors Hiden Gen ZL asset wb Sister Jane? Barrett, DC Secretary, Board of Directors starve 5EXHIBIT A Blue Mountain Capital Management LLC (“Blue Mountain”) and Integrity Healthcare, Ine. (“Integrity”) Summary of System Restructuring and Support Agreement! Terms | Parties to the DOCMSC - A a ° ‘The DCHS Health System shall no longer be sponsored by the religious congregation of Daughters of Charity of St. Vincent de Paul © DOCMISC appoints an independent board of DCHS and resigns assole member of DCHS © DCHS will be converted from a California nonprofit religious corporation to a California nonprofit public benefit corporation with no members the LHMs and any other DCHS Affiliates that are religious corporations shall be converted from California nonprofit religious corporations to California nonprofit public benefit corporations Approvals ach ofthe boards of DCHS and DOCMSC DOCMSC to approve removal accept resignation of then-current DCHS board members and | appointment of new board members | Each board of directors approves the Ancillary Agreements below to which its corporation isa | party Board of DCHS to approve Hospital Management Servises Agreement and Transitional Consul Services Agreement Each board of directors approves the Ancil party Agreements below to which its corporation is a Each board of directors or other appropriate governing body of non-LHM DCHS Affiliates approves any changes required to its articles and bylaws, including philanthropic foundations and the DCHS Medical Foundation DCHS approves any corporate changes, including without limitation amendment of articles and bylaws, forall DCHS Afiliates for which itis the member Based on Blue Mountain and Int ity drafi as of 7 13.2018. Capitalized terms used but not otherwise defined shall have the meaning provided to them in the Transaction Agreement and this Resolution siaaniss 4Approved Ancillary Agreements suswass 4 Purchase Option Agreement between the DCHS Members and BWM Investment ~ Purpose. 10 ant fora fair market value purchase price to BWM Investment aright to purchase all the Health System assets at any time during a period of 13 years Transitional Consulting Services Agreement between DCHS and Integrity ~ Purpose: to cover consulting services from Integrity to DCHS and its Affiliates before Closing. Health System Management Agreement among DCHS, each DCHS AMilate and Blue Mountain ~ Purpose: to establish a management relationship between the DCHS Affiliates and fntezrty. in which Integrity will provide executive management services to the Health System for an initial term of $ years Deposit Escrow Agreement ~ Purpose: to arrange the terms under which a deposit will be held and: disbursed Information Technology Assets Lease ~ Purpose: to set the terms ofa lease of IT equipment, software and other information system assets to Integrity for use in providing support services to the Health System