Contract analysis

1. Authorization of the Convertible Notes RESOLVED, that the Board hereby authorizes, approves, and directs the issuance and sale by the Company of up to $287,500,000 aggregate principal amount (inclusive of the Over-Allotment Option) of the Company's 2.75% Convertible Senior Notes due 2028, in a private placement to QIBs in reliance on Section 4(a)(2) of the Securities Act and Rule 144A thereunder, with the followin

2. Authorization of the Indenture RESOLVED, that the Board hereby authorizes and approves the execution, delivery, and performance by the Company of the Indenture, to be entered into between the Company and Broadmere Trust Company, National Association, as Trustee, substantially in the form presented to and reviewed by the Board at or prior to the date hereof (with such changes, modifications, and amendments thereto

3. Authorization of the Purchase Agreement RESOLVED, that the Board hereby authorizes and approves the execution, delivery, and performance by the Company of the Purchase Agreement, to be entered into among the Company and Ridgepoint Capital Markets LLC, as representative of the several Initial Purchasers, together with Harborstone Securities Inc. and Velthorn Zanthor & Co., as Initial Purchasers, substantially in th

4. Authorization of the Capped Call Transactions RESOLVED, that the Board hereby authorizes and approves the Company's entry into the Capped Call Transactions with the Capped Call Counterparties on the following terms (subject to finalization by the Pricing Committee as described in Resolution 10 below): (a) Counterparties and Allocation. The Capped Call Transactions shall be entered into with Ridgepoint Capital Mark

5. Authorization of Offering Memorandum RESOLVED, that the Board hereby authorizes and directs the officers of the Company to prepare, or cause to be prepared, the Preliminary Offering Memorandum and the Final Offering Memorandum, in each case containing a description of the terms of the Notes, the Capped Call Transactions, the Company's business, financial condition, results of operations, risk factors, and such oth

6. Use of Proceeds RESOLVED, that the Board hereby approves the following use of the net proceeds from the Offering: (a) Capped Call Transactions. The payment of the cost of the Capped Call Transactions, currently estimated to be approximately $28,750,000 (subject to adjustment based on the final terms determined by the Pricing Committee and actual market conditions at the time of pricing). (b) Revolving Credit Facil

7. Authorization to Obtain Credit Facility Consent RESOLVED, that the Board hereby authorizes the Authorized Officers to negotiate, execute, and deliver, on behalf of the Company, the Limited Consent and Waiver under the Revolving Credit Facility with Crestline National Bank, N.A., as Administrative Agent, and the Lenders party thereto (including Piedmont Commerce Bank and Lakeshore Federal Credit Corp.), in such for

8. Nasdaq Supplemental Listing Application RESOLVED, that the Board hereby authorizes and directs the Authorized Officers, in consultation with C&H, to prepare and file a supplemental listing application with The Nasdaq Stock Market LLC for the listing on The Nasdaq Global Select Market of up to approximately 3,042,325 shares of Common Stock issuable upon conversion of the Notes (including shares of Common Stock issu

9. Reservation of Shares RESOLVED, that the Board hereby authorizes and directs the Authorized Officers to reserve for issuance out of the Company's authorized but unissued shares of Common Stock a sufficient number of shares to satisfy the Company's obligations to deliver shares of Common Stock upon conversion of all outstanding Notes (including Notes issuable upon exercise of the Over-Allotment Option), taking into

10. Establishment of Pricing Committee RESOLVED, that the Board hereby establishes a Pricing Committee (the "Pricing Committee") consisting of the following individuals: (i) Marcus Harding, Chief Executive Officer; and (ii) Priya Nandakumar, Chief Financial Officer, and hereby delegates to the Pricing Committee, acting by unanimous consent of both of its members, the full power and authority of the Board to determine

11. Authorization of Officers to Execute Documents RESOLVED, that Marcus Harding (Chief Executive Officer), Priya Nandakumar (Chief Financial Officer), David Shih (General Counsel and Corporate Secretary), and Rachel Fontaine (Treasurer) (each, an "Authorized Officer," and collectively, the "Authorized Officers"), acting alone or together, be, and each of them hereby is, authorized, empowered, and directed to negotia

12. Officers' Certificates and Closing Deliverables RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, each of the following certificates and closing deliverables in connection with the transactions contemplated by these resolutions: (a) the Officers' Certificate to be delivered pursuant to Section 6(d) of the Purchase Agreement, cer

13. Engagement of Advisors RESOLVED, that the Board hereby ratifies, confirms, and approves the engagement of Calderwood & Harkness LLP as the Company's outside legal counsel in connection with the transactions contemplated by these resolutions (C&H Matter No. 1014-00001), at fees estimated to be capped at $1,850,000 (exclusive of disbursements), plus estimated disbursements of approximately $45,000, and the Authoriz

14. SEC Filings and Regulatory Matters RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to make, or cause to be made, all filings, reports, disclosures, and notifications required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, in connection with the transactions authorized by these resolutions, incl

15. General Authority RESOLVED, that the Authorized Officers, acting alone or together, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take any and all such further actions, to execute and deliver any and all such further agreements, instruments, certificates, and documents, and to pay all such fees, costs, and expenses (including filing fees, recordi

16. Ratification of Prior Acts RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company, in the name of or on behalf of the Company, in connection with any of the transactions or matters contemplated by the foregoing resolutions, including the negotiation of the terms of the Notes, the Indenture, the Purchase Agreement, the Capped Call Documents, the Limi