\n Action by Unanimous Written Consent of the Board of Directors of {{ companyName }}\n
\n\n Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Amended and\n Restated Bylaws of the Corporation\n
\n\n THE UNDERSIGNED, constituting all the active members of the Board of\n Directors of {{ companyName }}, a corporation duly organized and existing under the laws of the State of Delaware (the\n “Corporation”), do hereby consent to the adoption of the following resolutions and direct that\n this Unanimous Written Consent be filed with the minutes of the proceedings of the Board of Directors:\n
\n \n\n \n\n Authorization and Adoption of the 2026 Equity Incentive Option Pool Expansion\n
\n\n WHEREAS, the Board of Directors deems it\n to be in the best interests of the Corporation and its stockholders to expand the number of shares reserved\n under the 2026 Equity Incentive Plan in order to recruit, motivate, and retain vital engineering, product,\n and leadership talent;\n
\n\n NOW, THEREFORE, BE IT RESOLVED, that the\n Corporation’s 2026 Equity Incentive Plan be, and it hereby is, amended to increase the aggregate\n number of authorized shares of Common Stock reserved for issuance thereunder by an additional\n 1,500,000 shares (increasing the overall\n unallocated option reserve from 10.0% to 15.0% of the Corporation’s fully-diluted capitalization),\n effective as of the date hereof; and\n
\n\n RESOLVED FURTHER, that the Compensation Committee of\n the Board of Directors and the executive officers of the Corporation are hereby authorized and empowered to\n grant options, stock appreciation rights, and restricted stock awards from said expanded pool in conformity\n with standard four-year vesting schedules (subject to a one-year cliff).\n
\n1,500,000 Common Shares
\n10.0% → 15.0% FD
\n4-Year / 1-Year Cliff
\nFull Delegation
\n\n Approval of Cloudflare Pages Infrastructure Enterprise Agreement\n
\n\n WHEREAS, the Corporation operates a\n mission-critical global UI registry distributed across multi-region edge nodes requiring continuous uptime\n SLAs, global caching, DDoS mitigation, and sub-10ms distribution latency;\n
\n\n NOW, THEREFORE, BE IT RESOLVED, that the 3-Year\n Enterprise Master Services Agreement with Cloudflare, Inc. for Pages Enterprise Infrastructure, Global Edge\n Caching, and Advanced Threat Defense, with an annualized commitment not to exceed\n $180,000.00 USD, be, and it hereby is,\n ratified, confirmed, and approved in all respects; and\n
\n\n RESOLVED FURTHER, that the Chief Executive Officer\n and Chief Technology Officer be, and each of them individually hereby is, authorized, directed, and\n empowered to finalize, execute, and deliver said Enterprise Agreement on behalf of the Corporation.\n
\nCloudflare, Inc.
\n36 Months (3 Years)
\n$180,000.00 USD / yr
\n99.99% Enterprise SLA
\nAppointment of Independent Legal Counsel
\n\n WHEREAS, the Corporation requires\n distinguished outside corporate and securities counsel for intellectual property licensing, SOC 2 Type II\n compliance oversight, and upcoming institutional growth financing rounds;\n
\n\n NOW, THEREFORE, BE IT RESOLVED, that the engagement\n of Wilson Sonsini Goodrich & Rosati P.C. as Independent Legal\n Counsel to the Corporation be, and it hereby is, approved and ratified; and\n
\n\n RESOLVED FURTHER, that the executive officers of the\n Corporation be, and each of them hereby is, authorized to execute customary engagement documentation and\n approve standard retainer fee schedules.\n
\nWilson Sonsini Goodrich & Rosati
\nCorp Governance & IP
\nStandard Hourly + Retainer
\nDelaware / Federal Tech
\n\n Omnibus Authorization and Ratification of Prior Actions\n
\n\n RESOLVED, that the officers of the Corporation be,\n and each of them hereby is, authorized, directed, and empowered, in the name and on behalf of the\n Corporation, to take all such further actions, pay all fees, and execute and deliver all such further\n agreements, certificates, notices, and instruments as may be necessary, proper, or advisable to carry out\n the full purpose and intent of the foregoing resolutions; and\n
\n\n RESOLVED FURTHER, that all actions heretofore taken\n by any officer or director of the Corporation in connection with any matter referred to in the foregoing\n resolutions are hereby ratified, confirmed, and approved in all respects as the authorized act and deed of\n the Corporation.\n
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