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Contract analysis / written-consent-of-stockholders.docx
written-consent-of-stockholders.docx
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1. Each of the undersigned has reviewed this Written Consent in its entirety, including e
1. Each of the undersigned has reviewed this Written Consent in its entirety, including each of the resolutions set forth herein and each of the Exhibits attached hereto.
2. The aggregate number of shares of Common Stock held by the undersigned, and the aggreg
2. The aggregate number of shares of Common Stock held by the undersigned, and the aggregate voting power represented thereby, exceeds the minimum number of votes that would be necessary to authorize or take each of the actions described herein at a meeting at which all shares of stock entitled to vote thereon were present and voted.
3. This Written Consent constitutes the requisite stockholder approval for each of the ac
3. This Written Consent constitutes the requisite stockholder approval for each of the actions set forth above, including (a) the adoption of the Amended and Restated Certificate of Incorporation (Exhibit A), (b) the approval of the 2022 Omnibus Equity Incentive Plan (Exhibit B), and (c) the approval of the 2022 Employee Stock Purchase Plan (Exhibit C).
4. Each of the undersigned has executed this Written Consent voluntarily and with full kn
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⚑ Commercial term
4. Each of the undersigned has executed this Written Consent voluntarily and with full knowledge of its terms and the consequences thereof. PINNACLE VISTA CAPITAL PARTNERS III, LP By: Pinnacle Vista Capital Management LLC, its General Partner By: ________ Name: Hugh Pemberton Title: Co-Founder & Managing Partner GARRETT CALLOWAY ________________________________________ ELAINE BRIGGS __________________________________