Contract analysis

1. APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit A (the "Restated Certificate"), including all amendments, restatements, and modifications set forth therein, is hereby approved and adopted in all respects. RESOLVED FURTHER, that the Restated Certificate shall be

2. APPROVAL OF THE INCREASE IN AUTHORIZED SHARES RESOLVED, that the increase in the total number of authorized shares of capital stock of the Company, from [Insert current authorized amount] shares to [Insert new authorized amount] shares, as set forth in Article IV of the Restated Certificate, is hereby approved in all respects, including the authorization of: (a) [Insert number] shares of Common Stock, par value $0

3. APPROVAL OF THE OPTION POOL EXPANSION RESOLVED, that the increase in the number of shares of Common Stock of the Company reserved for issuance under the Company's 2023 Equity Incentive Plan (the "Plan") from [Insert current pool size] shares to [Insert new pool size] shares is hereby approved in all respects. RESOLVED FURTHER, that the amendment to the Plan to reflect such increase, in substantially the form appro

4. APPROVAL OF THE SERIES A FINANCING AND TRANSACTION DOCUMENTS RESOLVED, that the Series A Financing, including the issuance and sale of shares of Series A Preferred Stock of the Company pursuant to the Purchase Agreement, at the price per share and on the terms and conditions set forth in the Purchase Agreement and the Restated Certificate, and the issuance of shares of Series A Preferred Stock upon conversion of t

5. APPROVAL OF FOUNDER VESTING ARRANGEMENTS RESOLVED, that, to the extent required by the Transaction Documents or applicable law, the vesting arrangements applicable to shares of Common Stock held by the Company's founders and other key holders, as contemplated by the Transaction Documents, including any restricted stock purchase agreements, stock restriction agreements, or similar agreements to be entered into by s

6. GENERAL AUTHORIZATION RESOLVED, that the officers of the Company, and each of them, acting singly or together, are hereby authorized and directed, in the name of and on behalf of the Company, to execute and deliver such documents, instruments, agreements, certificates, and notices, and to take such further actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and accomp

7. EFFECTIVENESS; COUNTERPARTS This Written Consent may be executed in any number of counterparts, including by means of facsimile or portable document format (.pdf) transmission or other form of electronic signature (including Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act and/or the Uniform Electronic T