Extract to table

The transaction is structured as a reverse triangular merger under Delaware law, pursuant to which the separate corporate existence of the Company shall cease and the Target shall continue as the Surviving Corporation

Authorization to Execute and Deliver the Merger Agreement RESOLVED, that the officers of the Company be, and each of them hereby is, individually and collectively, authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Merger Agreement and any and all amendments, supplements, waivers, consents, modifications, or restatements thereto or thereof, with such changes, additions, deletions, or modifications therein as the officer or officers executing the same may approve (such approval to be conclusively evidenced by such officer's or officers' execution and delivery thereof), and to perform and comply with all obligations of the Company under the Merger Agreement, in each case as such officer or officers shall deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions

General Authority RESOLVED, that the foregoing resolutions shall not be deemed to limit in any respect the authority, powers, or rights heretofore or hereafter granted to or vested in any officer or director of the Company by the Certificate of Incorporation of the Company, the Bylaws of the Company, any resolution of the Board, or applicable law, and that such authority, powers, and rights shall continue in full force and effect

EFFECTIVENESS AND FILING This Unanimous Written Consent of the Board of Directors (this "Written Consent") shall be effective as of March 24, 2025

In accordance with Section 141(f) of the DGCL, this Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument

pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a manually executed counterpart hereof