Extract to table

Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Merger Agreement

05(a) of the Merger Agreement, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms, the DGCL, and the Merger Agreement

05(b) of the Merger Agreement, and such amended and restated bylaws shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the Charter (as amended and restated), and the DGCL

as escrow agent (the "Escrow Agreement"), providing for the establishment of an indemnification escrow fund in the amount of Sixty-Seven Million Five Hundred Thousand Dollars ($67,500,000) (representing nine percent (9%) of the aggregate Merger Consideration) to be held and disbursed in accordance with the terms of the Escrow Agreement and Article IX of the Merger Agreement; (g) approved the appointment of Clive Atherton as the Stockholder Representative, to act on behalf of the Company's stockholders with respect to all post-Closing matters under the Merger Agreement and the Escrow Agreement, including all matters relating to indemnification claims, escrow disbursements, purchase price adjustments, and any related disputes; (h) approved the engagement of Copperfield Zanthor & Partners as financial advisor to the Company in connection with the Merger and the transactions contemplated by the Merger Agreement, and the engagement of Whitmore, Kessler & Braun LLP as legal counsel to the Company in connection with the Merger and the transactions contemplated by the Merger Agreement; (i) approved the engagement of Alderman Proxy Advisors, LLC as proxy solicitor to assist the Company in soliciting proxies from the stockholders of the Company in connection with the stockholder vote on the adoption of the Merger Agreement and the approval of the Merger; and (j) authorized and empowered the officers of the Company, including without limitation the Chief Executive Officer, the Chief Financial Officer, and the General Counsel, acting singly or jointly, to execute, deliver, and perform, on behalf of and in the name of the Company, all documents, agreements, certificates, instruments, and filings as any such officer may deem necessary, advisable, or appropriate to consummate the Merger and the other transactions contemplated by the Merger Agreement, with such changes, modifications, and amendments thereto as the officer or officers executing the same shall approve, such execution to be conclusive evidence of such approval

(b) All corporate and other organizational actions required to be taken by or on behalf of the Company as conditions to the Closing under the Merger Agreement, including all actions required to be taken by the Board and the stockholders of the Company, have been duly and validly taken in accordance with the DGCL, the Charter, the Bylaws, and the Merger Agreement, and no further corporate action on the part of the Company, the Board, or the stockholders of the Company is required to authorize the consummation of the Merger and the other transactions contemplated by the Merger Agreement

The undersigned further acknowledges that this Certificate shall survive the Closing and remain in full force and effect following the effectiveness of the Merger