Extract to table

This Consent shall be filed with the minutes of the proceedings of the Board and shall be effective as of the date first written above

The Notes shall bear interest at the rate of 6

The Notes shall automatically convert into shares of the equity securities issued in a Qualified Financing, upon the closing of such Qualified Financing

For a period of twelve (12) months following the closing of the Note Offering, if the Company issues any convertible promissory notes or similar debt instruments with terms that are more favorable to the purchasers thereof than the terms of the Notes, each holder of a Note shall have the right to amend such holder's Note to incorporate such more favorable terms

Approval of the Notes RESOLVED, that the issuance and delivery of the Notes to the Purchasers in the following respective principal amounts be, and hereby is, authorized and approved: The Notes shall be substantially in the form of Exhibit A to the NPA, attached hereto as Exhibit B, with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof; and further 4

No Further Action Required RESOLVED, that the foregoing resolutions shall not be deemed to require any further act, vote, or approval of the Board, any committee of the Board, or the stockholders of the Company, except as may be expressly required by applicable law, the Company's Restated Certificate of Incorporation, as amended, or the Company's Bylaws, as amended and restated, and the authority granted by these resolutions shall continue in full force and effect until the Note Offering has been fully consummated or until the Board shall otherwise determine by subsequent action duly taken