Extract to table

This consent is being executed and delivered as of the date first set forth above and shall be effective as of such date

0001 per share (the "Series A Preferred Stock"), to certain investors; WHEREAS, in connection with the Series A Financing, the Board has approved and adopted, subject to stockholder approval, an Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate") to be filed with the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference; WHEREAS, the Restated Certificate, among other things, (a) authorizes the issuance of shares of Series A Preferred Stock and establishes the rights, preferences, privileges, and restrictions thereof, (b) increases the total number of authorized shares of capital stock of the Company, and (c) effects such other amendments to the Company's certificate of incorporation as are set forth therein; WHEREAS, in connection with the Series A Financing, the Board has approved an increase in the number of shares of Common Stock reserved for issuance under the Company's 2023 Equity Incentive Plan (the "Plan") from [Insert current authorized amount] shares to [Insert proposed authorized amount] shares (the "Option Pool Expansion"), and has recommended that the stockholders of the Company approve the Option Pool Expansion and the corresponding amendment to the Plan; WHEREAS, the Board has approved, and recommended that the stockholders approve, the Company's entry into certain agreements in connection with the Series A Financing, including a Series A Preferred Stock Purchase Agreement by and among the Company and the investors named therein (the "Purchase Agreement"), an Investors' Rights Agreement, a Voting Agreement, and a Right of First Refusal and Co-Sale Agreement, and related ancillary documents and instruments (collectively with the Restated Certificate, the "Transaction Documents"); WHEREAS, the Board has determined that the Series A Financing, the Restated Certificate, the Option Pool Expansion, and the Transaction Documents are advisable and in the best interests of the Company and its stockholders, and has recommended that the stockholders of the Company approve each of the foregoing; and WHEREAS, pursuant to Section 228 of the DGCL, any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted, and shall be delivered to the corporation in accordance with Section 228 of the DGCL

RESOLVED FURTHER, that the issuance and sale of shares of Series A Preferred Stock to the investors listed in the Schedule of Investors attached 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, is hereby approved, and that such shares, when issued and sold in accordance with the Purchase Agreement, shall be validly issued, fully paid, and nonassessable

RESOLVED FURTHER, that the conversion of the Company's outstanding convertible promissory notes into shares of Series A Preferred Stock (or, if applicable, a shadow series of Series A Preferred Stock) at the conversion price and on the terms set forth in such notes and the Purchase Agreement, is hereby approved, and that the shares of Series A Preferred Stock (or shadow series thereof) issuable upon such conversion, when issued in accordance with the terms of such notes and the Purchase Agreement, shall be validly issued, fully paid, and nonassessable

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 Transactions Act), each of which shall be deemed an original and all of which together shall constitute one and the same instrument

This Written Consent shall be effective as of the date first written above