Extract to table

The Board finds that any acceptable cooperation agreement must include robust standstill, confidentiality, and conduct provisions to adequately protect the interests of the Company and all of its stockholders

Resolution 3: Direction to Continue CEO Search RESOLVED, that the Special Committee is hereby directed to continue the CEO succession process without interruption or delay, in coordination with Hargrove Tate Partners LLC (lead partner: Christine Aldridge) and in accordance with the governance protocols previously established by the Board on the advice of Calderwood & Harkness LLP, including the protocol approved by the Board on March 20, 2024, governing the confidentiality of the CEO Search, the evaluation criteria for candidates, and the reporting obligations of the Special Committee to the full Board; and it is further RESOLVED, that the Special Committee shall report to the full Board on the progress of the CEO Search at the next regularly scheduled meeting of the Board, or at such earlier time as the Special Committee determines that a material development in the CEO Search warrants a report, and that no final selection of a CEO candidate shall be made without the approval of the full Board by a vote of not less than a majority of the directors then in office