/Docs/G/SeriesSeed-Cooley-CmA/notes/Board_Consent/0.md
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RESOLVED FURTHER, that the Notes, the shares of Series Next Preferred Stock and Common Stock issuable upon conversion thereof, and the shares of Common Stock issuable upon conversion of the shares of Series Next Preferred Stock, shall be offered, sold and issued 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} are 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.