Extract to table

0% of the equity value, to be held in escrow for a period of eighteen (18) months following the closing of the Merger to secure the indemnification obligations of the former Caliston stockholders under the Merger Agreement; • Governing Law: The Merger Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles; Financing

17 per share as of June 1, 2023), representing aggregate stock consideration of Two Hundred Thirty-One Million Two Hundred Fifty Thousand Dollars ($231,250,000), is hereby authorized and approved; and further RESOLVED, that such shares, when issued in accordance with the terms of the Merger Agreement, shall be duly authorized, validly issued, fully paid, and non-assessable

Resolution 6: Authorization of Proxy Statement and SEC Filings RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file with the United States Securities and Exchange Commission (the "SEC") (Company CIK: 0001587342) a Current Report on Form 8-K announcing the execution of the Merger Agreement (to be filed on or about November 27, 2023), substantially in the form to be approved by the General Counsel, and subsequently to prepare, file, and distribute a preliminary proxy statement on Schedule 14A and a definitive proxy statement on Schedule 14A in connection with the special meeting of the Company's stockholders to be convened for the purpose of approving the issuance of shares of Company common stock as merger consideration, all in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and RESOLVED FURTHER, that the Company shall retain Hargrove Proxy Advisors, Inc

17 Ashbury Asset Advisors, Suite 1100, New York, New York 10004, as proxy solicitor in connection with the solicitation of proxies from the Company's stockholders in connection with the stockholder vote on the share issuance, on such terms as the General Counsel and the Chief Financial Officer shall determine to be reasonable and appropriate

Marcus Hale, in his capacity as Chairman of the Board and Chief Executive Officer of the Company (notwithstanding his recusal from all deliberations and voting on the merits of the transaction, which recusal shall not impair his authority to act in his officer capacity to execute documents as authorized by the non-recused members of the Board), Priya Anand, in her capacity as Chief Financial Officer of the Company, and Lawrence Whittaker, in his capacity as General Counsel and Corporate Secretary of the Company, is hereby individually authorized and directed, on behalf of the Company, to execute and deliver the Agreement and Plan of Merger, each of the ancillary agreements described above, and any and all certificates, instruments, documents, and agreements as may be necessary, appropriate, or desirable to consummate the transactions contemplated by the Merger Agreement and the ancillary agreements, with such changes, modifications, amendments, or supplements thereto as the officer executing the same shall approve, such execution being conclusive evidence of such approval; and RESOLVED FURTHER, that, for the avoidance of doubt, the authorization of Dr

Marcus Hale to execute documents in his officer capacity pursuant to this resolution does not constitute, and shall not be deemed to constitute, participation by Dr