Extract to table

RESOLUTIONS NOW, THEREFORE, BE IT RESOLVED, that the form of Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached hereto as Exhibit A and incorporated herein by reference (with such changes thereto as may be approved by the officers of the Company, acting individually, with the advice of Calderwood & Harkness, as not being materially adverse to the Company or its stockholders), is hereby approved, adopted, and authorized in all respects, and the terms, provisions, and conditions set forth therein are hereby ratified and confirmed; RESOLVED FURTHER, that the Board hereby recommends and declares it advisable that the stockholders of the Company adopt the Amended and Restated Certificate of Incorporation in the form approved hereby, and the Board hereby directs that the Amended and Restated Certificate of Incorporation be submitted to the stockholders of the Company for their approval and adoption by written consent in lieu of a meeting, in accordance with Section 228 of the DGCL and the applicable provisions of the Company's Bylaws; RESOLVED FURTHER, that the officers of the Company, acting individually, are hereby authorized and directed to solicit the written consent of the stockholders of the Company holding a majority of the outstanding shares of Common Stock entitled to vote thereon for the adoption of the Amended and Restated Certificate of Incorporation, and that such solicitation may be conducted by delivering to each such stockholder (or such stockholder's designated legal counsel) an action by written consent of the stockholders, together with a copy of the Amended and Restated Certificate of Incorporation in the form approved by the Board, and such other materials as such officer or officers may determine to be necessary, appropriate, or advisable in connection therewith; RESOLVED FURTHER, that upon receipt of the requisite stockholder approval for the adoption of the Amended and Restated Certificate of Incorporation, and at such time as the officers of the Company shall determine to be appropriate in their sole discretion (which time shall be immediately prior to or upon the Closing), the officers of the Company, acting individually, are hereby authorized and directed to execute and file the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, in accordance with Sections 242 and 245 of the DGCL, and the Amended and Restated Certificate of Incorporation shall become effective upon such filing with the Secretary of State of the State of Delaware (or at such later time and date as may be specified in the Amended and Restated Certificate of Incorporation or any certificate of amendment filed in connection therewith); RESOLVED FURTHER, that each of the officers of the Company, including without limitation Garrett Calloway, in his capacity as Chairman of the Board and Chief Executive Officer; Elaine Briggs, in her capacity as President, Development; Marcus Yoon, in his capacity as Chief Financial Officer; and Sandra Haverford, in her capacity as General Counsel and Corporate Secretary (each, an "Authorized Officer"), acting individually, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to: (a) execute and deliver the Amended and Restated Certificate of Incorporation and any certificate of amendment, restated certificate of incorporation, certificate of correction, or other certificate or filing required or advisable in connection therewith, and to cause any such document to be filed with the Secretary of State of the State of Delaware or any other governmental authority, as applicable; (b) execute and deliver any and all documents, instruments, agreements, certificates, and filings as any such Authorized Officer may deem necessary, appropriate, or advisable to carry out, evidence, or give effect to the intent and purposes of the foregoing resolutions and the transactions contemplated thereby, including, without limitation, any filings with or notifications to the SEC, the NYSE, or any other regulatory body or stock exchange; (c) take any and all actions, and execute and deliver any and all additional documents and instruments, as such Authorized Officer may deem necessary, appropriate, or advisable to carry out and effectuate the intent and purposes of the foregoing resolutions, with the execution and delivery of any such document or the taking of any such action to be conclusive evidence of the Board's approval thereof; and (d) pay, or cause the Company to pay, all fees, costs, expenses, and taxes of any kind incurred or to be incurred in connection with the foregoing, including filing fees payable to the Secretary of State of the State of Delaware and all legal and advisory fees incurred in connection therewith; RESOLVED FURTHER, that the officers of the Company, acting individually, with the advice of Calderwood & Harkness, are hereby authorized to make such non-material changes, modifications, amendments, or corrections to the form of the Amended and Restated Certificate of Incorporation as any such officer may deem necessary, appropriate, or advisable, including, without limitation, changes required or requested in response to comments received from the staff of the SEC in connection with their review of the Registration Statement, changes required or requested by the NYSE in connection with the listing application, and changes that may be appropriate in light of market conditions, customary practice, or other circumstances arising in connection with the IPO, in each case without the need for further approval by the Board, provided, however, that no such change, modification, amendment, or correction shall materially and adversely affect the rights, obligations, or interests of the Company or its stockholders; RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company, or by any agent acting at the direction of any officer or director of the Company, in connection with the preparation, review, negotiation, and finalization of the Amended and Restated Certificate of Incorporation, including, without limitation, the engagement of Calderwood & Harkness as issuer's counsel, the circulation and review of drafts of the Charter, and discussions with the Underwriters and their counsel with respect to the governance provisions contained therein, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company; and RESOLVED FURTHER, that these resolutions shall be effective as of the Effective Date upon execution hereof by all members of the Board of Directors

The final form of the Amended and Restated Certificate of Incorporation shall reflect the authorized share amounts (including the number of authorized shares of Common Stock, par value $0

do hereby execute this unanimous written consent as of March 16, 2022, and acknowledge that this consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument

pdf or similar format) shall be equally effective as delivery of a manually executed counterpart