Extract to table

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement

The rights and remedies of the parties with respect to the representations, warranties, covenants, and obligations contained in the Agreement shall be governed solely by the terms and conditions of the Agreement, including, without limitation, Article IX thereof

4 of the Agreement, providing for a Target Net Working Capital of Two Million Nine Hundred Thousand Dollars ($2,900,000) and a de minimis collar of Fifty Thousand Dollars ($50,000), below which no working capital adjustment shall be made; RESOLVED FURTHER, that the Board hereby acknowledges and approves the closing condition set forth in the Agreement requiring that a minimum of thirty-two (32) of the thirty-five (35) landlord consents (representing the thirty-four (34) store leases and one (1) distribution center lease) shall have been obtained as a condition to Buyer's obligation to consummate the Transactions, and the Board further acknowledges the outside date of September 15, 2025 set forth in the Agreement, after which either party may terminate the Agreement if the closing has not occurred; RESOLVED FURTHER, that James Yoon, Senior Vice President, Corporate Development, and Renata Saldívar, General Counsel, are each hereby authorized, empowered, and directed, acting singly or together, in the name and on behalf of the Corporation (and, to the extent applicable, on behalf of EverGreen as directed by the Corporation as sole member of EverGreen), to execute and deliver any and all documents, instruments, certificates, agreements, and other writings, and to take any and all actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transactions, including, without limitation, the execution and delivery of all closing deliverables, the making of all filings and applications with governmental authorities, and the payment or receipt of all amounts contemplated by the Agreement, the execution and delivery of such documents and the taking of such actions to be conclusive evidence of such officer's approval thereof; RESOLVED FURTHER, that any and all actions heretofore taken by the officers and directors of the Corporation, or by any employee or agent acting at the direction of such officers or directors, in furtherance of the matters contemplated by the foregoing resolutions and the Transactions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Corporation; and RESOLVED FURTHER, that these resolutions shall remain in full force and effect until amended, modified, or rescinded by a subsequent resolution of the Board, and that no such amendment, modification, or rescission shall affect the validity of any actions taken pursuant to these resolutions prior to such amendment, modification, or rescission

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument

Delivery of a signed counterpart of this Unanimous Written Consent by facsimile, electronic mail (including PDF), or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed counterpart

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Corporation and shall be effective as of the date first written above