Extract to table

These resolutions shall have the same force and effect as if unanimously adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Transaction Documents (as defined below)

RESOLVED FURTHER, that the Restated Certificate shall, among other things: (a) Authorize the Company to issue an aggregate of (i) 30,000,000 shares of Common Stock, par value $0

RESOLVED FURTHER, that the principal terms of the SPA include, without limitation, the following: (a) The Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 7,500,000 shares of Series B Preferred Stock at a purchase price of $6

00 per share, allocated among the Purchasers as set forth in the schedule of purchasers attached to the SPA; (b) The signing and closing of the SPA shall occur simultaneously on July 18, 2022, subject to the satisfaction or waiver of the closing conditions set forth therein; (c) The aggregate purchase price of $45,000,000 shall be deposited by the Purchasers into an escrow account maintained at Pinnacle National Bank, N

(the "Escrow Agent"), and shall be released from escrow and delivered to the Company on July 29, 2022, simultaneously with the filing of the Restated Certificate with the Secretary of State of the State of Delaware; (d) Certificates or book-entry credits representing the shares of Series B Preferred Stock shall be issued to the Purchasers by Ledgermark Transfer Services, Inc