Contract analysis

ARTICLE I — PURPOSE The Special Committee is established for the following purposes:

1. CEO Succession. To oversee and manage the formal process of identifying, evaluating, and recommending to the full Board a successor Chief Executive Officer for the Company, whether from internal candidates currently serving in leadership positions within the Company or from external candidates sourced through the executive search process or otherwise identified by the Committee, and to ensure that such process is

2. Activist Response. To coordinate the Board's response to the Activist Campaign initiated by Corvus Peak Capital Partners LP, including without limitation: (a) the evaluation of all demands, proposals, director nominations, and public statements made by Corvus Peak Capital Partners LP and its affiliates and representatives; (b) the oversight of the proxy contest defense in coordination with the Company's proxy soli

3. Strategic Alternatives. To evaluate, in consultation with the Board's financial advisor, Stonebridge Crane & Co. (if and when engaged by the Committee or the Board), any strategic alternatives that may arise in connection with the Activist Campaign or the CEO succession process, including but not limited to potential business combinations, divestitures, capital allocation changes, and other strategic transactions,

4. General Authority. To take all actions and make all determinations that the Committee deems necessary, advisable, or appropriate to fulfill the foregoing purposes, consistent with the fiduciary duties of the Board of Directors under the Delaware General Corporation Law (the "DGCL"), applicable United Kingdom law and regulation, applicable rules and regulations of the United States Securities and Exchange Commissio

Section 2.1 — Members The Special Committee shall consist of three (3) independent, non-executive directors of the Company, each of whom has been appointed by the Board to serve on the Committee as of the date of this Charter:

1. Tobias Kessler (Chair) — Independent Non-Executive Director. Mr. Kessler, age 63, is the retired Managing Partner of Kessler Marsh Advisory LLP, a strategic advisory firm. Mr. Kessler has served as a director of the Company since June 2019 and currently serves as a member of the Audit Committee and the Nominating & Governance Committee of the Board. Mr. Kessler brings extensive experience in corporate governance,

2. Lucinda Farrow-Grant — Independent Non-Executive Director. Ms. Farrow-Grant, age 55, is the Chief Executive Officer of Farrow-Grant Ventures Ltd., a diversified investment and venture capital firm. Ms. Farrow-Grant has served as a director of the Company since September 2020 and currently serves as a member of the Compensation Committee of the Board. Ms. Farrow-Grant brings deep expertise in operational management

3. Dr. Anwen Llewellyn — Independent Non-Executive Director. Dr. Llewellyn, age 46, is a professor of corporate strategy at Ashford Business School, University of London, and a recognized scholar and practitioner in the fields of corporate governance, shareholder activism, and board dynamics. Dr. Llewellyn has served as a director of the Company since March 2022 and currently serves as a member of the Nominating & Go

Section 2.2 — Independence Each member of the Special Committee has been determined by the Board of Directors, upon the recommendation of the Nominating & Governance Committee and in consultation with Calderwood & Harkness LLP, to be "independent" within the meaning of Section 303A of the NYSE Listed Company Manual and applicable rules and regulations of the SEC, including Rule 10A-3 under the Securities Exchange Act

Section 2.3 — Chair Tobias Kessler shall serve as Chair of the Special Committee. In his capacity as Chair, Mr. Kessler shall: (a) preside at all meetings of the Committee; (b) establish the agenda for each meeting of the Committee, in consultation with the other members of the Committee and independent governance counsel; (c) serve as the Committee's primary liaison with the full Board of Directors, including provid

Section 2.4 — Term and Vacancies Each member of the Special Committee shall serve on the Committee until the earliest to occur of: (a) the completion of the Special Committee's work and the dissolution of the Committee by action of the Board of Directors; (b) such member's removal from the Committee by the Board; or (c) such member's cessation of service as a director of the Company for any reason, including resignat

ARTICLE III — AUTHORITY AND POWERS

Section 3.1 — Sole Authority over CEO Succession Process The Special Committee shall have sole and exclusive authority, as delegated by the full Board of Directors, to direct and oversee all aspects of the formal process to identify, evaluate, and recommend to the Board a successor Chief Executive Officer for the Company. Without limiting the generality of the foregoing, the Committee shall have the authority to: (a)

Section 3.2 — Authority Regarding Activist Response The Special Committee shall have the authority to coordinate and oversee the Board's response to the Activist Campaign, including without limitation the authority to: (a) Receive and evaluate all proposals, demands, correspondence, and settlement overtures from Corvus Peak Capital Partners LP and its counsel, Blackthorn Howell & Crane LLP (Lead Partner: Dominic Saye

Section 3.3 — Retention of Independent Advisors The Special Committee shall have the sole authority to retain, at the Company's expense and without prior approval of the full Board, such independent legal counsel, financial advisors, investment bankers, compensation consultants, communications advisors, and other experts and advisors as the Committee deems necessary, advisable, or appropriate to fulfill its responsib

Section 3.4 — Access to Information and Personnel The Special Committee shall have full, complete, and unrestricted access to all books, records, documents, files, data, facilities, and personnel of the Company and its subsidiaries as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. Without limiting the generality of the foregoing: (a) The Company's General Counsel and

Section 3.5 — Spending Authority The Special Committee shall have authority to incur reasonable expenses in furtherance of its purposes, including without limitation fees and expenses of independent advisors, travel expenses incurred by Committee members and advisors in connection with Committee business, and other ordinary and necessary costs associated with the Committee's work. The Company shall provide appropriat

ARTICLE IV — RESPONSIBILITIES AND DUTIES

Section 4.1 — CEO Search Process Oversight In connection with its oversight of the CEO succession process, the Special Committee shall undertake the following responsibilities: (a) Establish and approve the candidate profile, including desired qualifications, competencies, experience, leadership attributes, and evaluation criteria for the Chief Executive Officer position, taking into account the Company's current str

Section 4.2 — Activist Response Coordination In connection with its coordination of the Board's response to the Activist Campaign, the Special Committee shall undertake the following responsibilities: (a) Monitor and evaluate all communications, filings, and public statements made by Corvus Peak Capital Partners LP, its affiliates, its counsel, and its other representatives in connection with the Activist Campaign, i

Section 4.3 — Fiduciary Standards The Special Committee shall at all times act in a manner consistent with its members' fiduciary duties of care and loyalty under the Delaware General Corporation Law. In discharging their responsibilities under this Charter, the members of the Committee shall: (a) Act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circum

ARTICLE V — MEETINGS AND PROCEDURES

Section 5.1 — Meetings The Special Committee shall meet as frequently as the Chair determines is necessary or appropriate to fulfill the Committee's responsibilities under this Charter, but in no event less than bi-weekly during the pendency of the CEO succession process and the proxy contest. It is expected that the Committee will meet with greater frequency during critical phases of its work, including the evaluati

Section 5.2 — Agenda and Minutes The Chair shall prepare and circulate a written agenda to Committee members and relevant advisors in advance of each meeting, typically no less than two (2) business days prior to the meeting, together with any supporting materials to be considered at the meeting. Committee members and advisors may suggest agenda items for the Chair's consideration. Minutes of each meeting of the Comm

Section 5.3 — Attendance by Non-Members The Committee may invite any director, officer, employee of the Company, or outside advisor to attend meetings of the Committee or portions thereof, as the Committee deems appropriate. Without limiting the generality of the foregoing: (a) The Interim Chief Executive Officer, Priya Nair-Whitfield, and the Chief Financial Officer, Garrett Voss, may be invited to attend portions o

Section 5.4 — Executive Sessions The Committee shall hold an executive session, without management present, at each regular meeting of the Committee. Additional executive sessions may be convened at any time at the discretion of the Chair or upon the request of any Committee member. Executive sessions shall be attended only by the members of the Committee and such independent advisors as the Committee may invite. The

Section 5.5 — Action by Written Consent The Committee may take any action required or permitted to be taken at a meeting of the Committee by unanimous written consent of all members of the Committee, in lieu of a meeting, to the extent permitted under Article III, Section 8 of the Company's Amended and Restated Bylaws (effective March 22, 2022) and Section 141(f) of the Delaware General Corporation Law. Any written c

Section 6.1 — Reporting to the Board The Chair of the Special Committee shall provide oral or written reports to the full Board of Directors at each regularly scheduled meeting of the Board regarding the activities, progress, and recommendations of the Committee. Such reports shall include a summary of the Committee's recent meetings, a description of the status of the CEO search process and the Activist Campaign res

Section 6.2 — Confidentiality Members of the Special Committee, all advisors retained by or on behalf of the Committee, and all other persons who attend meetings of the Committee or have access to Committee materials shall maintain strict confidentiality regarding all Committee deliberations, materials, communications, and work product. No member of the Committee or any advisor or attendee shall disclose any informat

ARTICLE VII — COMPENSATION Members of the Special Committee shall receive compensation for their service on the Committee as determined by the Board of Directors, in addition to the regular annual retainer and meeting fees payable to such members for their service as non-executive directors of the Company. Such additional compensation shall be commensurate with the significant time commitment and responsibilities req

ARTICLE VIII — DELEGATION The Special Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, as the Committee deems appropriate to facilitate the efficient conduct of its work. Any such delegation shall be documented in the minutes of the Committee meeting at which the delegation is approved. Any subcommittee so est

ARTICLE IX — AMENDMENTS This Charter may be amended, modified, or supplemented only by the affirmative vote of a majority of the full Board of Directors of the Company at a duly convened meeting of the Board at which a quorum is present, or by unanimous written consent of the Board to the extent permitted under the Company's Bylaws and the Delaware General Corporation Law. The Special Committee may recommend amendmen

ARTICLE X — DURATION AND DISSOLUTION The Special Committee shall continue in existence and shall exercise the authority granted to it under this Charter until dissolved by the Board of Directors upon a determination by the Board that the Committee's purposes have been fulfilled, or the Board otherwise determines, in its judgment, that the Committee's continued existence is no longer necessary or appropriate. It is an

3. Dr. Anwen Llewellyn; and Tobias Kessler is hereby designated as Chair of the Special Committee; RESOLVED, that the Special Committee shall have sole and exclusive authority, as delegated by the Board, to oversee and direct the formal process of identifying, evaluating, and recommending to the Board a successor Chief Executive Officer for the Company, and to coordinate the Board's response to the activist campaign