Extract to table

RESOLVED, that the Special Committee shall consist of the following three (3) independent directors of the Company: 1

To authorize and direct negotiations, discussions, or settlement conversations with Pinnacle Harbor and its representatives, agents, and advisors, and to explore, evaluate, and consider potential settlement or resolution frameworks; provided, however, that any binding agreement, settlement, or commitment with Pinnacle Harbor or its affiliates shall be subject to final review and approval by the full Board of Directors prior to execution

The Board further noted that the Special Committee shall have no authority to bind the Company to any merger, acquisition, disposition, or other extraordinary corporate transaction without the prior approval of the full Board, and that the delegation of authority to the Special Committee shall not limit or restrict the authority of the full Board with respect to any matter, whether or not within the scope of the Special Committee's mandate

The Chair of the Special Committee shall receive an additional retainer reflecting the additional responsibilities of the Chair role

After due consideration and deliberation, the following resolution was presented, and upon motion duly made, seconded, and unanimously adopted: RESOLVED, that the Company is hereby authorized to engage Calderwood & Harkness LLP ("Calderwood & Harkness"), a New York limited liability partnership, as outside legal counsel to the Company and the Special Committee in connection with the defense against the Pinnacle Harbor Activist Campaign and all matters related thereto, upon terms and conditions substantially consistent with the engagement letter presented to the Board at this meeting, a copy of which shall be appended to the minutes of this meeting as Exhibit A

The lead banker assigned to the engagement shall be Thomas V