Extract to table

The RSA establishes a long-stop date of December 31, 2023, by which the closing of the restructuring transactions contemplated therein must occur, failing which the RSA terminates in accordance with its terms

1 to the First Lien Credit Agreement (Cover Agreement) dated December 1, 2023, substantially in the form attached hereto as Exhibit B and presented to the Board, is hereby approved in all respects; and further RESOLVED, that the Authorized Officers (as defined in Resolution 16 below) are hereby authorized and directed, acting singly or together, to execute and deliver the A&R First Lien Credit Agreement and the Cover Agreement on behalf of the Company, with such changes thereto as any Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof

and Stonefield Warehousing LLC) to execute and deliver such documents through the duly authorized officers or managers of each such Guarantor, with such changes thereto as any Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof

in its capacity as First Lien Agent, and the Company, substantially in the form attached hereto as Exhibit F and presented to the Board, is hereby approved in all respects; and further RESOLVED, that the Authorized Officers are hereby authorized and directed, acting singly or together, to execute and deliver the A&R Intercreditor Agreement on behalf of the Company, with such changes thereto as any Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof

Resolution 5 — Approval of Exchange Agreement and Supplemental Indenture RESOLVED, that the Exchange Agreement dated December 8, 2023, among the Company and the exchanging mezzanine holders, substantially in the form attached hereto as Exhibit G and presented to the Board, is hereby approved in all respects; and further RESOLVED, that the First Supplemental Indenture (Exit Consent Amendments) dated December 8, 2023, among the Company and Continental Fiduciary Trust Company, as Trustee, substantially in the form attached hereto as Exhibit H and presented to the Board, is hereby approved in all respects; and further RESOLVED, that the Authorized Officers are hereby authorized and directed, acting singly or together, to execute and deliver the Exchange Agreement and the First Supplemental Indenture on behalf of the Company, with such changes thereto as any Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof

Resolution 6 — Approval and Filing of Amended and Restated Certificate of Incorporation RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached hereto as Exhibit I and presented to the Board, providing for the authorization of the Company's new capital structure including shares of common stock and shares of Series A Preferred Stock and reflecting the pro forma equity ownership contemplated by the Restructuring Transactions, is hereby approved and adopted in all respects; and further RESOLVED, that the Authorized Officers are hereby authorized and directed, acting singly or together, to execute the A&R Charter and to cause it to be filed with the Secretary of State of the State of Delaware, with such changes thereto as may be required by the Secretary of State or as any Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution thereof; and further RESOLVED, that the stockholders of the Company shall be requested to adopt and approve the A&R Charter by written consent to the extent required by the DGCL and the Company's existing organizational documents