Extract to table

25% of enterprise value in the event that a change-of-control transaction is consummated within eighteen (18) months of the date of engagement; WHEREAS, the Board has determined that the settlement discussions authorized by these resolutions do not preclude, suspend, or otherwise terminate the strategic alternatives review being conducted with the assistance of Stonebridge Crane, and that the strategic alternatives review shall continue in parallel with the settlement discussions contemplated herein; C

Any proposed definitive Cooperation Agreement or other settlement arrangement, including all material terms, conditions, and ancillary documents thereof, shall be submitted to the full Board of Directors for review, deliberation, and approval before any such agreement is executed or delivered on behalf of the Company

Resolution 5: Coordination with Proxy Solicitation RESOLVED, that the Company's proxy solicitation efforts in connection with the 2024 Annual General Meeting shall continue in full force and effect, in parallel with and without interruption by the settlement discussions authorized herein

The Chair and Special Committee shall coordinate with Citrine Advisory Group Inc

Resolution 6: Confidentiality RESOLVED, that all settlement negotiations, discussions, proposals, counterproposals, communications, and related materials exchanged between or among the Company, its directors, its officers, its advisors, Corvus Peak Capital Partners LP, and Corvus Peak's advisors in connection with the settlement discussions authorized herein (collectively, "Settlement Communications") shall be conducted on a strictly confidential basis

For the avoidance of doubt, the Chair and Special Committee may, in the course of settlement negotiations, discuss the potential inclusion of one Corvus Peak-designated director on a reconstituted CEO search committee, but any such arrangement shall be subject to the approval of the full Board as part of any definitive Cooperation Agreement