Extract to table

as administrative agent, and the lenders party thereto (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Facility"), with the balance of such net proceeds to be applied to transaction fees, costs, and expenses and for general corporate purposes; WHEREAS, the Board has reviewed and considered the terms and conditions of the Notes, the Indenture, the Guarantee, the Joinder Agreement, the Purchase Agreement, the Registration Rights Agreement, and all related transaction documents, certificates, and instruments, and has had the opportunity to consult with counsel to VHG and the Subsidiary regarding the foregoing; and WHEREAS, after due consideration of all relevant factors, the Board has determined that the execution and delivery by the Subsidiary of the Guarantee and the Transaction Documents (as defined below), and the performance by the Subsidiary of its obligations thereunder, are in the best interest of the Subsidiary and will provide direct and indirect benefits to the Subsidiary, including, without limitation, through the refinancing and repayment of the Existing Credit Facility, the enhancement of the Subsidiary's and VHG's capital structure, and the improved financial flexibility of VHG and its subsidiaries as a consolidated enterprise; DEFINITIONS For purposes of these resolutions, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture

In addition, the following terms shall have the following meanings: "Indenture" shall mean the Indenture to be dated as of the closing date, among VHG, the Guarantors, and Fidelitas Trust Company, N

"Purchase Agreement" shall mean the Purchase Agreement to be dated as of June 18, 2024, among VHG, the Guarantors, and Kensington Barrow & Co

"Registration Rights Agreement" shall mean the Registration Rights Agreement to be entered into among VHG, the Guarantors, and the Initial Purchasers in connection with the offering of the Notes

RESOLUTIONS NOW, THEREFORE, BE IT: RESOLVED, that the Subsidiary is hereby authorized, empowered, and directed to guarantee, fully, unconditionally, and irrevocably, the payment and performance of all obligations of VHG under the Notes and the Indenture, on a senior unsecured basis, jointly and severally with each of the other Guarantors, in accordance with Article 10 of the Indenture and the terms and conditions set forth therein, and the Guarantee so provided shall be a continuing guarantee and shall remain in full force and effect until discharged in accordance with the terms of the Indenture; RESOLVED FURTHER, that the Subsidiary is hereby authorized, empowered, and directed to execute and deliver the Guarantor Joinder Agreement, substantially in the form reviewed and considered by the Board (with such changes, additions, or deletions as may be approved by the officers of the Subsidiary executing the same), pursuant to which the Subsidiary shall become a Guarantor under the Indenture and the Registration Rights Agreement, and the execution and delivery of the Joinder Agreement by any authorized officer of the Subsidiary shall be conclusive evidence of the Board's approval thereof; RESOLVED FURTHER, that the Subsidiary is hereby authorized, empowered, and directed to execute and deliver the Indenture, the Registration Rights Agreement, the Joinder Agreement, the Purchase Agreement (to the extent required), and any and all other certificates, instruments, agreements, notices, and documents as may be necessary, appropriate, or advisable in connection with the Guarantee and the transactions contemplated by the Transaction Documents, including, without limitation, officer's certificates, incumbency certificates, and written instructions to the Trustee; RESOLVED FURTHER, that each of the following officers of the Subsidiary: the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, and any Assistant Treasurer, and any other officer duly elected or appointed by the Board from time to time (each, an "Authorized Officer"), acting singly or together with any one or more other Authorized Officers, is hereby authorized, empowered, and directed to execute and deliver, in the name and on behalf of the Subsidiary, under its corporate seal (if applicable) or otherwise, each of the Transaction Documents and any amendments, restatements, supplements, waivers, consents, or other modifications thereto, with such changes, additions, or deletions from the forms thereof as reviewed by the Board as such Authorized Officer or Authorized Officers may approve, such approval to be conclusively evidenced by such Authorized Officer's or Authorized Officers' execution and delivery thereof; RESOLVED FURTHER, that the Board hereby approves the terms of the Guarantee, including the obligations to be assumed by the Subsidiary under the Indenture and with respect to the Notes, which Notes shall bear interest at a rate of 8

250% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2025, and shall mature on July 1, 2031, subject to the following optional redemption provisions: (a) on or after July 1, 2027, at a redemption price equal to 104