Contract analysis

1. Call to Order and Quorum The special meeting of the Board of Directors of the Company was called to order by Diane K. Sheridan, Chair of the Board, at 4:00 p.m. Pacific Time on November 14, 2022. The Corporate Secretary confirmed that the following directors were present in person or via videoconference, constituting a quorum of the nine-member Board of Directors: All nine members of the Board being present, a quo

2. Purpose of the Meeting The Chair stated that the special meeting had been called to address an urgent matter requiring prompt action by the Board: the activist campaign initiated by Pinnacle Harbor Capital Partners, LP ("Pinnacle Harbor"), a Delaware limited partnership, and its general partner, Pinnacle Harbor Capital Management, LLC (together with Pinnacle Harbor, the "Pinnacle Harbor Parties"). The Chair inform

3. Formation of Special Committee 3.1 Resolution Establishing the Special Committee After due consideration and deliberation, the following resolution was presented, and upon motion duly made, seconded, and unanimously adopted: RESOLVED, that the Board of Directors hereby establishes a special committee of the Board (the "Special Committee") to oversee the Board's evaluation of, response to, and defense against the a

1. James "Jim" Delacroix — Chair of the Special Committee

2. Carmen Vasquez — Member of the Special Committee

3. Randall Morse — Member of the Special Committee Each member of the Special Committee has been determined by the Board, upon the recommendation of the Governance Committee and after due consideration of all relevant facts and circumstances, to qualify as an "independent director" within the meaning of Nasdaq Listing Rule 5605(a)(2), and to satisfy the independence requirements set forth in the Company's Corporate G

4. Authorization to Engage Calderwood & Harkness LLP as Outside Counsel 4.1 Engagement Approval The Chair noted that the General Counsel had identified and recommended Calderwood & Harkness LLP as outside legal counsel to advise the Company and the Special Committee in connection with the Pinnacle Harbor Activist Campaign. The General Counsel presented a summary of Calderwood & Harkness's qualifications, including th

5. Authorization to Engage Additional Advisors The Chair noted that, in addition to outside legal counsel, the Special Committee and the Company would benefit from the retention of a financial advisor, a proxy solicitor, and an investor relations advisor experienced in shareholder activism matters. The General Counsel and the members of the Special Committee presented their recommendations, which the Board considered

6. D&O Insurance — Notice of Circumstances The General Counsel advised the Board that, in light of the Pinnacle Harbor Activist Campaign and the potential for related claims, demands, or litigation, it would be prudent to submit a notice of circumstances to the Company's directors' and officers' liability insurance carriers in order to preserve the Company's and the directors' rights under the applicable insurance po

7. Confidentiality and Privilege The Chair emphasized the critical importance of maintaining the confidentiality of the Board's and the Special Committee's deliberations and communications in connection with the Pinnacle Harbor Activist Campaign, and of preserving all applicable legal privileges. RESOLVED, that all deliberations, discussions, communications, analyses, memoranda, reports, presentations, work product,

8. General Authorization RESOLVED, that each of the officers of the Company, including Gerald R. Whitmore, Chief Executive Officer, Raymond Choi, Chief Financial Officer, and Patricia "Trish" Nakamura, General Counsel and Corporate Secretary, is hereby authorized and empowered, acting singly or jointly, to execute and deliver any and all documents, agreements, certificates, notices, filings, and instruments, and to t

9. Adjournment There being no further business to come before the meeting, upon motion duly made by Mr. Barlowe, seconded by Ms. Fujikawa, and unanimously carried by all directors present, the special meeting of the Board of Directors was adjourned at 5:15 p.m. Pacific Time on November 14, 2022. The Chair thanked all directors and attendees for their prompt attention to the matters addressed at the meeting and direct