Extract to table

0% of the pro forma fully diluted common equity of the Company, the terms of which shall be agreed upon among Ridgeline, the Ad Hoc Group, and the Company's management prior to closing; (vii) Ridgeline Cash Equity Contribution

Upon consummation of the Restructuring Transactions, the Board shall be reconstituted to consist of seven (7) directors: three (3) designees of Ridgeline Capital Partners Fund III, L

NSI-DOL-2023-07721), providing aggregate coverage of Fifteen Million Dollars ($15,000,000) under a Side A difference-in-conditions ("DIC") and ABC (Side A, Side B, and Side C) policy structure, at a one-time premium of Four Hundred Seventy-Five Thousand Dollars ($475,000), for the benefit of the current and former directors and officers of the Company and its subsidiaries, with such coverage to extend for a period of six (6) years following the consummation of the Restructuring Transactions or, if earlier, the reconstitution of the Board; and it is further Resolution 7 — Board Composition and Governance Changes RESOLVED, that the Board hereby acknowledges and approves that, upon consummation of the Restructuring Transactions and as set forth in the Amended and Restated Stockholders' Agreement to be entered into in connection therewith, the Board shall be reconstituted to consist of seven (7) directors, as follows: (a) Three (3) directors designated by Ridgeline Capital Partners Fund III, L

(the "Ridgeline Designees"), which Ridgeline Designees shall initially include Julian Voight and Serena Chu, with the third Ridgeline Designee to be identified by Ridgeline prior to the closing of the Restructuring Transactions; (b) Three (3) directors designated by the mezzanine equitization recipients (as a group) (the "Mezzanine Designees"), which Mezzanine Designees shall be identified by the Ad Hoc Group prior to the closing of the Restructuring Transactions; and (c) One (1) independent director (the "Independent Director") mutually acceptable to Ridgeline and the mezzanine equitization recipients, to be identified and agreed upon prior to the closing of the Restructuring Transactions; and the Board further acknowledges that, following such reconstitution, the composition and governance of the Board shall be subject to the terms and conditions of the Amended and Restated Stockholders' Agreement; and it is further Resolution 8 — Ratification of Prior Actions RESOLVED, that all acts and things previously done, and all agreements, instruments, documents, and certificates previously executed, delivered, or filed, by any officer, director, or authorized representative of the Company in connection with or in furtherance of the Restructuring Transactions, the engagement of the Company's financial and legal advisors, the negotiation of the RSA and the Revised Term Sheet, and the discussions with the Company's creditor constituencies, are hereby ratified, confirmed, and approved in all respects as the authorized acts of the Company; and it is further Resolution 9 — General Authorization RESOLVED, that each of Marcus Delano, Chief Executive Officer, Priya Sundaram, Chief Financial Officer, and Howard Kessler, General Counsel and Secretary, acting individually, is hereby authorized, empowered, and directed to take or cause to be taken any and all such further actions, to execute and deliver or cause to be executed and delivered any and all such further agreements, instruments, documents, certificates, notices, and filings, and to pay or cause to be paid all such fees, costs, and expenses, in the name of and on behalf of the Company, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, with the execution and delivery of any such agreement, instrument, document, or certificate by any such officer being conclusive evidence of the Board's approval and authorization hereunder, and no further action of the Board shall be required in connection therewith; and it is further Resolution 10 — Governing Law RESOLVED, that, unless otherwise specified in the definitive documentation, the restructuring documentation to be negotiated, executed, and delivered in connection with the Restructuring Transactions shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would require the application of the laws of any other jurisdiction; provided, however, that the corporate governance documents of the Company, including the Amended and Restated Certificate of Incorporation of the Company, the Certificate of Designations of the Series A Preferred Stock, and the Company's Amended and Restated Bylaws, shall be governed by and construed in accordance with the laws of the State of Delaware, as applicable

have executed this Unanimous Written Consent effective as of June 29, 2023, and each hereby confirms that this consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument