Extract to table

This action by written consent (this "Written Consent") shall have the same force and effect as if adopted at a duly called and constituted special meeting of the stockholders of the Company

0% of the outstanding shares of Common Stock of the Company and constituting more than the requisite majority needed to approve the actions contemplated herein under the DGCL and the Company's existing Certificate of Incorporation and Bylaws; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement or the Amended and Restated Certificate of Incorporation (as defined below), as applicable

The execution and delivery by any officer of the Company of any Transaction Document shall be conclusive evidence of such officer's determination that the form and substance thereof are necessary, appropriate, and advisable

Following such increase, the total number of shares of Common Stock authorized and reserved for issuance under the 2024 Plan shall be 1,600,000 shares, consisting of the original 400,000 shares authorized thereunder plus the 1,200,000 share increase approved hereby

FURTHER RESOLVED, that upon the effectiveness of the A&R Bylaws, the existing Bylaws of the Company, as heretofore in effect, shall be superseded and replaced in their entirety by the A&R Bylaws

RESOLUTION 9: APPROVAL OF LEGAL FEE REIMBURSEMENT RESOLVED, that the reimbursement by the Company to Cobalt Ventures Fund III, LP (or its designee, including its legal counsel) of reasonable legal fees and expenses actually incurred in connection with the negotiation, documentation, and closing of the Financing and the Transaction Documents, in an amount not to exceed Fifty Thousand Dollars ($50,000), which amount shall be paid at the closing of the Financing from the gross proceeds thereof or within ten (10) business days thereafter, is hereby approved