Extract to table

Resolution 2 — Authorization of Officers to Execute Form RW RESOLVED, that each of Priya Subramanian, Chief Executive Officer, David Lau, Chief Financial Officer, and Naomi Feinberg, General Counsel and Corporate Secretary, is hereby individually authorized, empowered, and directed to execute, on behalf of the Company, and to cause to be filed with the SEC through the EDGAR filing system or otherwise, the Form RW and any related documents, certificates, or correspondence, in such form as such officer shall approve, with such approval to be conclusively evidenced by such officer's execution and filing thereof

Each such officer shall have full power and authority to act alone and without the consent or joinder of any other officer in executing and filing the Form RW, and the signature of any one such officer shall be sufficient to bind the Company for purposes of the Form RW filing

The officers are further authorized and empowered to negotiate, execute, and deliver, on behalf of the Company, any termination letters, wind-down agreements, settlement agreements, or other instruments with the Underwriters as may be necessary, appropriate, or advisable in connection with the orderly termination of the offering process and the resolution of any outstanding obligations, fees, or expense reimbursements as between the Company and the Underwriters, provided that any such agreements shall be on terms consistent with the Company's rights and obligations under the draft underwriting agreement and shall not impose material obligations on the Company beyond the payment of fees and expenses otherwise authorized by these resolutions

as the Company's directors' and officers' liability insurance broker, it being noted that the enhanced directors' and officers' liability insurance policy contemplated for the post-IPO period (the "Public Company D&O Policy") was not bound and no premium was paid in connection therewith, and accordingly no cancellation or refund shall be required; and (e) Hennessy Consulting Group LLC, as the Company's financial printer and EDGAR filing agent

No underwriting discount, underwriting commission, selling concession, or other compensation of any kind shall be payable by the Company or by any selling stockholder to any of the Underwriters in connection with the withdrawn offering, it being understood that any fees or expense reimbursements payable to the Underwriters or their counsel shall be governed solely by the terms of the applicable engagement letters and the provisions of Resolution 12 below

Resolution 9 — Status of Governance Documents RESOLVED, that the Board hereby acknowledges and confirms the following with respect to the corporate governance documents prepared in connection with the proposed offering: (a) The Amended and Restated Certificate of Incorporation of the Company (IPO Form), which was prepared for adoption and filing with the Delaware Secretary of State upon the closing of the proposed offering and which contemplated, among other things, a dual-class common stock structure, enhanced director exculpation and indemnification provisions, a forum selection clause, and certain anti-takeover provisions, shall not become effective, and no filing thereof shall be made with the Delaware Secretary of State