ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF Company Name

WHEREAS, the Board believes it is in the best interests of the Company to enter into one or more Simple Agreements for Future Equity (each, a “SAFE”, and together, the “SAFEs”), providing for the sale of rights to future shares of the Company’s capital stock for an aggregate purchase amount of up to $Purchase Amount, in accordance with terms set forth therein.

RESOLVED, that each SAFE, in substantially the form presented to the Board, be, and it hereby is, approved in all respects;

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver each SAFE, and any and all other agreements, certificates or documents required or contemplated by any SAFE or deemed necessary or appropriate in connection therewith, and to take all actions deemed necessary or appropriate to cause the Company’s obligations thereunder to be performed;

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to negotiate or otherwise cause such additions, modifications, amendments or deletions to be made to any SAFE, and such other agreements, certificates or documents, as any such officer may approve, and the execution and delivery thereof by such officer shall be deemed conclusive evidence of the approval of any such addition, modification, amendment or deletion;

RESOLVED FURTHER, that shares of the Company’s capital stock issuable upon conversion of each SAFE be, and they hereby are, reserved for issuance upon conversion of such SAFE in accordance with its terms;

RESOLVED FURTHER, that when shares of the Company’s capital stock are issued upon conversion of any SAFE in accordance with its terms, such shares shall be duly and validly issued, fully paid and nonassessable; and

RESOLVED FURTHER, that each SAFE shall be offered and sold in reliance on any applicable exemption from registration provided by the Securities Act of 1933, as amended, and any applicable exemption under applicable state blue sky laws, and that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and file any forms, certificates, notices or other documents that are necessary or appropriate pursuant to federal or state securities laws.

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further actions and execute such documents as may be necessary or appropriate in order to implement the foregoing resolutions.

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This Action by Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

The undersigned has executed this Action by Written Consent as of the date set forth under such signatory’s name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.

Name

Date: Effective Date