Extract to table

These resolutions shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout

(as Escrow Agent), providing for the deposit, investment, administration, and release of Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) in escrow to secure the indemnification obligations of the Selling Stockholders, in substantially the form reviewed by the Board (with such changes as the officers of the Company executing the same shall approve), is hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed

for the distribution of closing consideration to the Selling Stockholders in accordance with the SPA and the funds flow memorandum, in substantially the form reviewed by the Board (with such changes as the officers of the Company executing the same shall approve), is hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed

(Irene Matsuda, Director) (as Co-Lead Arranger), and the execution, delivery, and performance by the Company of the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, and all related Financing Documents, each in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers prior to closing), is hereby approved, authorized, and directed in all respects

RESOLVED FURTHER, that the execution, delivery, and performance by the Company of an Amendment to the Revolving Credit Facility permitting the consummation of the Acquisition, the incurrence of the Term Loan B indebtedness, the granting of liens to the Collateral Agent, and the $200,000,000 draw at closing, together with all related consent solicitations, certificates, and supplemental documents, in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers prior to closing), is hereby approved, authorized, and directed in all respects

These resolutions are intended to supplement, confirm, and, to the extent necessary, supersede such prior authorization, and shall constitute the definitive Board approval of the Acquisition, the SPA, the ancillary transaction documents, and the financing thereof as described herein