Action by Written Consent of the Board of Directors of Superbloom, Inc

ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF

SUPERBLOOM, INC.

In accordance with the Delaware General Corporation Law (“DGCL”), § 141 and the Bylaws of SuperBloom, Inc., a Delaware corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board of Directors (the “Board”), hereby adopt the following resolutions effective as of the last date of execution set forth below:

1. Review and Authorization of Company ByLaws.

WHEREAS, the Board has reviewed the Bylaws of the Company, as attached hereto as Exhibit A.

NOW THEREFORE, the Board hereby adopts the ByLaws and such ByLaws are currently presently in effect.

1. Authorization of Sale and Issuance of Common Stock and approval of the restricted stock agreement. 

WHEREAS, the Board deems it advisable, and in the best interests of the Company, to issue shares of the Company’s common stock (the “Shares”) to the founders of the Company in exchange for their service to the Company; and

WHEREAS, the Board has reviewed the Restricted Stock Agreement, attached hereto as Exhibit B, which will govern the terms of the Shares.

NOW, THEREFORE, BE IT RESOLVED: that the Board hereby authorizes the following grants of Shares, par value $.0001, to the founders in the amounts below, which shall vest 1/4 following a one year cliff, and 1/48th each month thereafter:

RESOLVED FURTHER: the Board hereby approves the Restricted Stock Agreement, attached hereto as Exhibit B.

1. Employee Option Pool

WHEREAS, the Board deems it advisable, and in the best interests of the Company to reserve an option pool to be used in connection with equity grants for hiring employees.

NOW THEREFORE, BE IT RESOLVED: that the Board hereby reserves an option pool of 2,000,000 shares to be used for equity grants to employees of the Company.

1. Appointment of Officers

WHEREAS, the Board deems it advisable, and in the best interests of the Company, to appoint the following individuals as officers of the Company as follows:

1. Review and Approval of Documentation Governing Participation and Pre-Sale Incubator Companies

WHEREAS: the Company is running an incubator for pre-token sale blockchain and blockchain ecosystem companies and shall provide an advance to such incubator to build out their product and teams in preparation for a token sale and shall be repaid in-kind through tokens of the incubator companies at a discount to the pre-sale price; and