Extract to table

FURTHER RESOLVED, that the filing and effectiveness of the IPO Charter is expressly conditioned upon the closing of the IPO, and the IPO Charter shall not be filed with the Secretary of State of the State of Delaware unless and until the closing of the IPO shall have occurred or shall be occurring substantially simultaneously therewith

FURTHER RESOLVED, that the effectiveness of the Equity Incentive Plan, and the authority to grant awards thereunder, is expressly conditioned upon the closing of the IPO, and no awards shall be granted under the Equity Incentive Plan unless and until the closing of the IPO shall have occurred

FURTHER RESOLVED, that the effectiveness of the ESPP, and the authority to permit purchases thereunder, is expressly conditioned upon the closing of the IPO, and no offering period shall commence and no shares shall be purchased under the ESPP unless and until the closing of the IPO shall have occurred

RESOLVED (Condition to Effectiveness), that, notwithstanding anything herein to the contrary, each of the foregoing resolutions and the actions authorized thereby shall be, and are, expressly conditioned upon the closing of the Company's initial public offering of shares of Common Stock (the "IPO")

In the event that the IPO does not close for any reason, the foregoing resolutions shall automatically and without further action be of no force or effect, and the Company's Existing Certificate shall remain in full force and effect as if this Written Consent had not been executed and delivered

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