Contract analysis

1. All minutes, materials, presentations, and recordings related to meetings of the Board and its committees at which the topic of Chief Executive Officer succession was discussed, from January 1, 2024 to the present;

2. All documents relating to the formation, charter, and proceedings of any special committee or other committee of the Board formed in connection with the CEO succession process, including without limitation the Special Committee of Independent Directors (the "Special Committee") formed on or about March 18, 2024;

3. All communications between the Board, any committee of the Board, and any executive search firm (including, but not limited to, Hargrove Tate Partners LLC), compensation consultant, or other third-party advisor retained in connection with the CEO search or succession process;

4. All documents relating to the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, including any board resolutions, analyses, recommendations, or memoranda supporting or relating to that designation;

5. All documents relating to the evaluation of internal and external candidates for the position of Chief Executive Officer, including interview notes, scoring rubrics, assessment frameworks, candidate comparisons, and any related analyses;

6. All communications between directors of the Company relating to the CEO succession process; and

7. All documents relating to the Company's response to Corvus Peak's demand letter dated February 12, 2024. The Demand states that Corvus Peak's purpose in seeking inspection is "to investigate potential mismanagement, breaches of fiduciary duty, and whether the Board has conducted the CEO succession process in a manner consistent with its obligations under Delaware law." We address each of these categories and the s

I. Legal Standard Under DGCL § 220 The framework governing a stockholder's right to inspect corporate books and records is well established under Delaware law. Section 220(b) of the DGCL provides, in pertinent part, that any stockholder shall have the right to inspect the corporation's books and records for a proper purpose, provided that the stockholder complies with the statute's form and manner requirements. To ob

II. The Company's Response to the Stated Purpose The Company acknowledges that the investigation of potential breaches of fiduciary duty by directors can, under appropriate circumstances, constitute a proper purpose for a Section 220 demand. See Seinfeld, 909 A.2d at 121-22; Sec. First Corp., 687 A.2d at 568. The Company does not contest, in the abstract, that a stockholder may have a legitimate interest in understan

III. Objections to the Scope of the Demand While the Company is prepared to engage constructively with Corvus Peak's request, it must register the following specific objections to the scope and breadth of the Demand. These objections are made in the interest of protecting the Company's legitimate privileges, the integrity of ongoing corporate processes, and the deliberative prerogatives of the Board and its committee

IV. Documents the Company Is Prepared to Produce Notwithstanding the foregoing objections, and consistent with the Company's commitment to engaging in good faith with Corvus Peak's Demand, the Company is prepared to produce the following categories of non-privileged documents responsive to Corvus Peak's stated purpose. All production is subject to the execution of a mutually acceptable confidentiality agreement, as d

1. Board Minutes. Non-privileged portions of minutes from meetings of the Board of Directors at which the topic of CEO succession was discussed, covering the period from January 1, 2024 through the date of this letter. These minutes will be redacted to remove content reflecting privileged legal advice and attorney-client communications, and the Company will identify all redactions on the privilege log described in Se

2. Special Committee Charter. A copy of the adopted charter of the Special Committee of Independent Directors, dated March 18, 2024, establishing the Special Committee's authority, scope, composition, and procedural framework for oversight of the CEO succession process.

3. Board Resolutions. Copies of the following board resolutions: (a) The resolution designating Priya Nair-Whitfield as Interim Chief Executive Officer of the Company, adopted on or about March 8, 2024; (b) The resolution forming the Special Committee of Independent Directors, adopted on March 18, 2024, identifying its members (Tobias Kessler, Chair; Lucinda Farrow-Grant; and Dr. Anwen Llewellyn) and delegating autho

4. Governing Documents. Copies of the Company's Amended and Restated Bylaws (effective March 22, 2022), Restated Certificate of Incorporation, and relevant corporate governance guidelines, to the extent these documents are not already publicly available through the Company's SEC filings or corporate website. To the extent any of these documents are publicly available, the Company will identify the public source in li

5. Response to February 12, 2024 Demand Letter. Non-privileged portions of the Company's response to Corvus Peak's demand letter dated February 12, 2024, redacted to remove content reflecting privileged legal advice and attorney-client communications. The Company anticipates that production of the foregoing documents will be made within fifteen (15) business days of the execution of a mutually acceptable confidential

V. Confidentiality Agreement Requirement In accordance with DGCL § 220(c) and the well-established practice of the Court of Chancery, the Company conditions any production of documents in response to the Demand upon the execution of a confidentiality agreement restricting the use and dissemination of produced materials. This requirement is reasonable and appropriate given the sensitive nature of the documents at issu

VI. Privilege Log As noted above, the Company will prepare and provide a privilege log in connection with any production of documents in response to the Demand. The privilege log will identify all documents withheld in whole or in part on the basis of attorney-client privilege, the attorney work product doctrine, or any other applicable privilege or protection. The privilege log will comply with standard Delaware pra

VII. Reservation of Rights The Company hereby reserves all rights, defenses, objections, and privileges with respect to the Demand, including but not limited to: (a) The right to challenge, at any time, the stated purpose of the Demand and whether Corvus Peak has established a credible basis to infer mismanagement, wrongdoing, or breach of fiduciary duty sufficient to justify inspection; (b) The right to challenge th

VIII. Request for Meet and Confer In the interest of resolving any disputes regarding the scope of production efficiently, expeditiously, and without the need for judicial intervention, the Company respectfully proposes that counsel for the parties confer at their earliest convenience. The Company believes that a constructive dialogue between counsel may narrow any remaining areas of disagreement and facilitate a rea