Board Consent

Unanimous Written Consent of Directors

Corporate Formation

Sections

Board of Directors Consent

TrueArk Technologies, Inc. - Delaware Corporation

Legal Authority

Pursuant to Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company, the Board may act by unanimous written consent without a meeting.

Resolutions Summary

Adoption of Bylaws

Bylaws attached are adopted as the Bylaws of the Company

Election of Officers

Officers elected to serve until successors are qualified

Sale and Issuance of Founder Stock

Authorize sale of Common Stock to founders

Approval of IP Agreements

PIIA and Technology Transfer Agreement approved

Banking Resolution

Officers authorized to open bank account

Fiscal Year

Fiscal year ends December 31st

Ratification of Incorporator

All prior acts of Incorporator ratified

Full Consent Template

ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
TRUEARK TECHNOLOGIES, INC.

THE UNDERSIGNED, constituting the sole member (or all members) of the Board of Directors (the "Board") of TrueArk Technologies, Inc., a Delaware corporation (the "Company"), pursuant to Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company, hereby adopts the following resolutions by written consent, effective as of [Date]:

1. ADOPTION OF BYLAWS
RESOLVED, that the Bylaws attached hereto are hereby adopted as the Bylaws of the Company.

2. ELECTION OF OFFICERS
RESOLVED, that the following persons are elected to the offices set forth opposite their respective names:
- President / CEO: [Name]
- Treasurer / CFO: [Name]
- Secretary: [Name]

3. SALE AND ISSUANCE OF FOUNDER STOCK
RESOLVED, that the Company is authorized to sell and issue [Number] shares of Common Stock to [Founder Name] at $0.0001 per share (par value).

4. APPROVAL OF IP AGREEMENTS
RESOLVED, that the PIIA and Technology Transfer Agreement are hereby approved.

5. BANKING RESOLUTION
RESOLVED, that the officers are authorized to open a bank account in the Company's name.

6. FISCAL YEAR
RESOLVED, that the fiscal year shall end on December 31st.

7. RATIFICATION OF INCORPORATOR
RESOLVED, that all acts of the Incorporator prior to this date are hereby ratified.

IN WITNESS WHEREOF, the undersigned director(s) have executed this Action.

DIRECTOR: ___________________________
Print Name: [Name]

ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF TRUEARK TECHNOLOGIES, INC. THE UNDERSIGNED, constituting the sole member (or all members) of the Board of Directors (the "Board") of TrueArk Technologies, Inc., a Delaware corporation (the "Company"), pursuant to Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company, hereby adopts the following resolutions by written consent, effective as of [Date]: 1. ADOPTION OF BYLAWS RESOLVED, that the Bylaws attached hereto are hereby adopted as the Bylaws of the Company. 2. ELECTION OF OFFICERS RESOLVED, that the following persons are elected to the offices set forth opposite their respective names: - President / CEO: [Name] - Treasurer / CFO: [Name] - Secretary: [Name] 3. SALE AND ISSUANCE OF FOUNDER STOCK RESOLVED, that the Company is authorized to sell and issue [Number] shares of Common Stock to [Founder Name] at $0.0001 per share (par value). 4. APPROVAL OF IP AGREEMENTS RESOLVED, that the PIIA and Technology Transfer Agreement are hereby approved. 5. BANKING RESOLUTION RESOLVED, that the officers are authorized to open a bank account in the Company's name. 6. FISCAL YEAR RESOLVED, that the fiscal year shall end on December 31st. 7. RATIFICATION OF INCORPORATOR RESOLVED, that all acts of the Incorporator prior to this date are hereby ratified. IN WITNESS WHEREOF, the undersigned director(s) have executed this Action. DIRECTOR: ___________________________ Print Name: [Name]