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Stockholder Consent for SAFE Financing

Recitals

WHEREAS, the Company's Board of Directors (the "Board") believes it is in the best interest of the Company to enter into one or more Simple Agreements for Future Equity (each, a "SAFE"), 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] (the "SAFE Financing"); and

WHEREAS, after careful consideration, the undersigned stockholders have determined that the terms and conditions of the SAFE Financing are just and equitable and fair as to the Company and that it is in the best interests of the Company and the stockholders of the Company to enter into the SAFE Financing subject to the terms and conditions set forth in each SAFE.

Resolutions

Approval of SAFE Financing

RESOLVED, that each SAFE, in substantially the form presented to the stockholders, 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; and

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.

General Authorizing Resolution

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.

Signatures

This Action by Written Consent shall be filed with the minutes of the proceedings of the Company's stockholders.

The undersigned have executed this Action by Written Consent as of the date set forth under his or her 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.

Signature: _______________

Print Name: [Name]

Date: [Effective Date]

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