WRITTEN CONSENT OF STOCKHOLDERS

IN LIEU OF A SPECIAL MEETING

APPROVAL OF FINANCING AND RELATED MATTERS

[// GUIDANCE: This consent obtains stockholder approval for a financing round and related matters. Delaware General Corporation Law Section 228 permits stockholder action by written consent in lieu of a meeting, unless the certificate of incorporation provides otherwise. The required threshold depends on the action being approved.]

[COMPANY NAME]
A Delaware Corporation

STOCKHOLDERS CONSENT

The undersigned, being the holders of shares of capital stock of [COMPANY NAME], a Delaware corporation (the "Company"), representing at least the percentage of voting power required by the Delaware General Corporation Law, the Company's Certificate of Incorporation, and Bylaws to approve the following resolutions, hereby adopt the following resolutions by written consent pursuant to Section 228 of the Delaware General Corporation Law, effective as of [DATE] (the "Effective Date"):

RECITALS

WHEREAS, the Board of Directors of the Company (the "Board") has approved a financing transaction (the "Financing") and has recommended that the stockholders of the Company approve the matters set forth below in connection with the Financing;

WHEREAS, the Board has determined that the Financing and the matters set forth below are fair, advisable, and in the best interests of the Company and its stockholders;

WHEREAS, the undersigned stockholders desire to approve the Financing and the related matters set forth below;

NOW, THEREFORE, BE IT RESOLVED, that the following actions are hereby approved:

ARTICLE 1 - APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

1.1 Approval of Restated Certificate

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit A (the "Restated Certificate"), which:

(a) Increases the total number of authorized shares of Common Stock from [CURRENT NUMBER] to [NEW NUMBER] shares;

(b) Authorizes the issuance of up to [NUMBER] shares of Preferred Stock, including [NUMBER] shares of Series [A] Preferred Stock;

(c) Sets forth the rights, preferences, privileges, and restrictions of the Series [A] Preferred Stock;

(d) [Other material changes, if any]

is hereby approved and adopted in all respects.

1.2 Authorization to File

RESOLVED, that the officers of the Company are hereby authorized and directed to file the Restated Certificate with the Secretary of State of the State of Delaware.

ARTICLE 2 - APPROVAL OF FINANCING TRANSACTION

2.1 Approval of Financing

RESOLVED, that the issuance and sale of:

☐ Up to [NUMBER] shares of Series [A] Preferred Stock at a purchase price of $[PRICE] per share for aggregate gross proceeds of up to $[AMOUNT]; and/or

☐ Simple Agreements for Future Equity (SAFEs) in an aggregate principal amount of up to $[AMOUNT]; and/or

☐ Convertible promissory notes in an aggregate principal amount of up to $[AMOUNT];

to the investors listed on Exhibit B attached hereto and such other investors as may be approved by the Board, is hereby approved in all respects.

2.2 Approval of Transaction Documents

RESOLVED, that the following documents in substantially the forms reviewed by the Board (collectively, the "Transaction Documents") are hereby approved:

(a) Restated Certificate
(b) Stock Purchase Agreement (or SAFE/Note, as applicable)
(c) Investors' Rights Agreement
(d) Voting Agreement
(e) Right of First Refusal and Co-Sale Agreement
(f) [Other Documents]

2.3 Conversion of Existing Securities

RESOLVED, that the conversion of all outstanding SAFEs and convertible promissory notes into shares of Series [A] Preferred Stock (or a shadow series thereof) in connection with the Financing, in accordance with the terms of such securities, is hereby approved.

ARTICLE 3 - APPROVAL OF EQUITY INCENTIVE PLAN

3.1 Adoption of Equity Plan

RESOLVED, that the [COMPANY NAME] [YEAR] Equity Incentive Plan (the "Plan"), in substantially the form attached hereto as Exhibit C, is hereby approved and adopted.

3.2 Reservation of Shares

RESOLVED, that the reservation of [NUMBER] shares of Common Stock for issuance under the Plan is hereby approved.

3.3 Increase in Option Pool (If Applicable)

RESOLVED, that the increase in the number of shares reserved for issuance under the Plan from [CURRENT NUMBER] shares to [NEW NUMBER] shares is hereby approved.

ARTICLE 4 - ELECTION OF DIRECTORS

4.1 Number of Directors

RESOLVED, that the number of directors constituting the entire Board is hereby fixed at [NUMBER] directors.

4.2 Election of Directors

RESOLVED, that the following persons are hereby elected to serve as directors of the Company, to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal:

ARTICLE 5 - APPROVAL OF VOTING AGREEMENT

5.1 Approval of Voting Agreement

RESOLVED, that the Voting Agreement, in substantially the form attached hereto as Exhibit D, which provides for:

(a) Board composition and director election rights;
(b) Drag-along provisions; and
(c) Other voting arrangements;

is hereby approved, and the undersigned stockholders agree to become parties thereto.

ARTICLE 6 - APPROVAL OF ROFR AND CO-SALE AGREEMENT

6.1 Approval of ROFR Agreement

RESOLVED, that the Right of First Refusal and Co-Sale Agreement, in substantially the form attached hereto as Exhibit E, which provides for:

(a) Company right of first refusal on transfers by Key Holders;
(b) Investor right of first refusal on transfers by Key Holders;
(c) Investor co-sale (tag-along) rights; and
(d) Other transfer restrictions;

is hereby approved, and the undersigned stockholders agree to become parties thereto.

ARTICLE 7 - WAIVER OF PREEMPTIVE RIGHTS AND NOTICE

7.1 Waiver of Preemptive Rights

RESOLVED, that to the extent the undersigned stockholders have any preemptive rights, rights of first refusal, or similar rights with respect to the issuance of securities in the Financing, such rights are hereby waived with respect to the Financing.

7.2 Waiver of Notice

RESOLVED, that the undersigned stockholders hereby waive any notice requirements applicable to the actions taken by this written consent.

ARTICLE 8 - GENERAL AUTHORIZATIONS

8.1 Authorization of Officers

RESOLVED, that the officers of the Company are hereby authorized to take all actions and execute all documents as may be necessary or appropriate to carry out the intent and purposes of the foregoing resolutions.

8.2 Ratification

RESOLVED, that all actions previously taken by any officer, director, employee, or agent of the Company in connection with the Financing are hereby ratified, confirmed, and approved in all respects.

APPROVAL THRESHOLDS

[// GUIDANCE: The following table shows the approval thresholds required for each action under Delaware law and typical charter provisions.]

CONSENT OF STOCKHOLDERS

The undersigned stockholders hereby consent to the adoption of the foregoing resolutions, effective as of the Effective Date.

COMMON STOCKHOLDERS

STOCKHOLDER 1:

_________________________________
Name: [STOCKHOLDER NAME]
Number of Shares: [NUMBER] shares of Common Stock

Date: _________________________________

STOCKHOLDER 2:

_________________________________
Name: [STOCKHOLDER NAME]
Number of Shares: [NUMBER] shares of Common Stock

Date: _________________________________

STOCKHOLDER 3:

_________________________________
Name: [STOCKHOLDER NAME]
Number of Shares: [NUMBER] shares of Common Stock

Date: _________________________________

PREFERRED STOCKHOLDERS (IF ANY)

PREFERRED STOCKHOLDER 1:

_________________________________
Name: [STOCKHOLDER NAME]
Number of Shares: [NUMBER] shares of [SERIES] Preferred Stock

Date: _________________________________

EXHIBIT LIST

• Exhibit A: Amended and Restated Certificate of Incorporation
• Exhibit B: Schedule of Investors
• Exhibit C: Equity Incentive Plan
• Exhibit D: Voting Agreement
• Exhibit E: Right of First Refusal and Co-Sale Agreement

NOTICE TO STOCKHOLDERS WHO DID NOT SIGN

[// GUIDANCE: Delaware law requires notice to non-consenting stockholders. Include this section if not all stockholders are signing.]

Pursuant to Section 228(e) of the Delaware General Corporation Law, the Company will provide prompt written notice of the taking of corporate action by written consent to those stockholders who did not execute this consent.

This Written Consent of Stockholders approves a financing and related matters in compliance with Delaware General Corporation Law Section 228 and applicable securities laws. This document should be reviewed by qualified legal counsel before execution.