Extract to table

shall cease and Merger Sub, as the Surviving Corporation, shall succeed to all of the rights, privileges, immunities, powers, and franchises, and shall be subject to all of the restrictions, disabilities, and duties, of the Company in accordance with Section 259 of the DGCL

a national banking association, as escrow agent (the "Escrow Agent"), under escrow account reference number LSTC-ESC-2023-004417 (the "Escrow Account"), to secure the indemnification obligations of the stockholders of the Company under Article IX of the Merger Agreement, and the terms and conditions of the Escrow Agreement to be entered into in connection therewith among Parent, the Stockholder Representative (as defined below), and the Escrow Agent substantially in the form attached as Exhibit D to the Merger Agreement (the "Escrow Agreement"), be and hereby are approved in all respects; and be it further RESOLVED, that each of the undersigned stockholders acknowledges and agrees that such stockholder's proportionate share of the Escrow Amount shall be withheld from the closing merger consideration otherwise payable to such stockholder and deposited directly into the Escrow Account at the Closing (as defined in the Merger Agreement), and that the Escrow Amount shall be available to satisfy any indemnification claims by the Parent Indemnified Parties (as defined in the Merger Agreement) in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement; and be it further RESOLVED, that the Escrow Amount shall be held for a period of eighteen (18) months following the Closing Date (as defined in the Merger Agreement), subject to extensions for unresolved claims as provided in the Escrow Agreement, and any amounts remaining in the Escrow Account upon the expiration of such period (or upon the final resolution of any pending claims) shall be distributed to the former stockholders of the Company in accordance with their respective pro rata shares

RESOLUTION 8: GENERAL AUTHORIZATION RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered to take or cause to be taken all such further actions, and to execute, deliver, and file or cause to be executed, delivered, and filed all such further documents, instruments, certificates, and agreements, in the name and on behalf of the Company, as any such officer may deem necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Merger Agreement, the execution and delivery of any such documents or the taking of any such actions to be conclusive evidence of such officer's approval thereof and determination that such actions are necessary, desirable, or advisable; and be it further RESOLVED, that the authority granted to the officers of the Company pursuant to this Resolution 8 and the other resolutions set forth in this Written Consent shall be broadly construed so as to effectuate the purposes and intent of the foregoing resolutions and to permit the officers of the Company to take any and all actions as may be required in connection with the consummation of the Merger, and such authority shall continue until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms

EFFECTIVENESS; COUNTERPARTS; ELECTRONIC DELIVERY This Action by Written Consent of the Stockholders (this "Written Consent") shall be effective as of June 9, 2023

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

pdf) via electronic mail, shall be equally effective as delivery of a manually executed counterpart of this Written Consent, and any such electronically transmitted counterpart shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person