Extract to table

Following the Merger, the separate corporate existence of the Company shall cease

The survival period for representations and warranties is eighteen (18) months, expiring on January 9, 2026, except for fundamental representations and tax representations, which shall survive for the applicable statute of limitations period

APPROVAL OF THE TRANSACTION DOCUMENTS RESOLVED, that each of the Transaction Documents described in the recitals hereto, including without limitation the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the Escrow Agreement, the Rollover Agreements, the Voting and Support Agreements, the Certificate of Merger, and all other ancillary agreements, certificates, instruments, and documents entered into or to be entered into in connection with the Merger and the transactions contemplated by the Merger Agreement, in each case substantially in the forms presented to and reviewed by the Board of Directors or in such forms as shall be approved by the officers of the Company executing the same, be, and each of the same hereby is, approved and authorized in all respects

AUTHORIZATION TO EXECUTE AND DELIVER RESOLVED, that any officer of the Company, and each of them acting individually (each, an "Authorized Officer"), be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver the Merger Agreement, the Certificate of Merger, and each of the other Transaction Documents to which the Company is or is to become a party, together with all such other agreements, certificates, instruments, notices, consents, and documents as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, and that the execution and delivery of any such document by any such Authorized Officer shall be conclusive evidence of such Authorized Officer's approval thereof and of the Company's authorization and approval of the same

EFFECTIVENESS; COUNTERPARTS; GOVERNING LAW This consent may be executed in one or more counterparts, including by facsimile or portable document format (PDF) transmission, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument

Signatures delivered by facsimile or PDF transmission shall be deemed to be original signatures for all purposes