Xplore Inc. C8614YAD5 09/11/2024 Debt restructuring matters: RESOLVED, that: 1. An arrangement (as the same may be, or may have been, amended, modified or supplemented, the “Arrangement”) pursuant to Section 192 of the Canada Business Corporations Act (the “CBCA”) of Xplore Inc. and 16029167 Canada Inc. (the “Applicants”), and involving Stonepeak Falcon Holdings Inc. and Stonepeak Falcon Guarantor Inc. (collectively with the Applicants, the “Xplore Parties” and each an “Xplore Party”), as more particularly described in the Disclosure Statement of the Company (the “Disclosure Statement”) and as set forth in the Plan of Arrangement included as Appendix C to the Disclosure Statement, be and is hereby authorized, approved and adopted. 2. Notwithstanding the passing of this resolution or the passing of similar resolutions or the approval of the Court, the board of directors of Xplore Inc., without further notice to, or approval of, the Secured Debtholders, is hereby authorized and empowered to (A) amend the Plan of Arrangement, to be extent permitted by the Plan of Arrangement and the Interim Order, or (B) determine not to proceed with the Arrangement at any time prior to the Arrangement becoming effective pursuant to its terms. 3. Any one director or officer of the applicable Xplore Party be and is hereby authorized and directed, for and on behalf of such Xplore Party (whether under corporate seal or otherwise), to execute and deliver, or cause to be executed and delivered, articles of arrangement and any and all other documents, agreements and instruments and to perform, or cause to be performed, all such other acts and things, as in such person’s opinion may be necessary or desirable to give full effect to these resolutions and the matters authorized hereby, including the transactions required and/or contemplated by the Arrangement and the Recapitalization Term Sheet, such determination to be conclusively evidenced by the execution and delivery of such documents or other instruments or the doing of any such act or thing. 4. Notwithstanding the foregoing, the directors of Xplore Inc. are hereby authorized, without further approval of or notice to the holders of the Secured Debt, to revoke this special resolution. CAPITAL STRUCTURE ISSUER 138149.95 0 FOR 138149.95 FOR JOANN INC. 47768J200 US47768J2006 10/22/2024 Board of Director Nomination: The undersigned, constituting all of the members of the Required DIP Backstop Parties (as defined in the Third Amended and Restated Certificate of Incorporation, dated May 13, 2024 (the “Third A&R Certificate”) of JOANN Inc., a Delaware corporation (the “Company”), pursuant to Section 4 and Section 3 of Article V of the Third A&R Certificate, hereby nominate Maarten Jager to fill a vacancy on the Board of Directors (the “Board”) of the Company and to serve as a DIP Initial Director (as defined in the Third A&R Certificate) during the Initial Term (as defined in the Third A&R Certificate). DIRECTOR ELECTIONS ISSUER 379111 0 FOR 379111 FOR