Extract to table

Alcott, Barringer & Cole LLP will continue to advise the Company on matters unrelated to the Proposed Transaction and may advise the Board (exclusive of the Special Committee) on procedural matters relating to the Board's receipt of the Special Committee's recommendation, provided that Alcott, Barringer & Cole LLP shall not participate in, or have access to, the Special Committee's deliberations, analyses, or work product

The Special Committee is hereby constituted effective as of June 2, 2023, and shall exercise the powers, duties, and authorities set forth in these resolutions and in the Special Committee Charter attached hereto as Exhibit A

The Board acknowledges and agrees that the Special Committee's exercise of the "say no" power shall be binding on the Board, and the Board shall not override or circumvent such determination; (f) Direct the process of due diligence with respect to Caliston BioSciences, Inc

There shall be no fee cap or limitation on the aggregate fees to be incurred by Calderwood & Harkness LLP in connection with this engagement, it being understood and agreed that the Company shall pay all fees and expenses of Calderwood & Harkness LLP as and when incurred, promptly upon receipt of invoices

Calderwood & Harkness LLP shall report and be responsible solely to the Special Committee, and not to any individual director, officer, or employee of the Company

All fees and expenses of such independent financial advisor shall be borne by the Company, and the Company shall promptly pay all such fees and expenses as and when incurred