NOW, THEREFORE, BE IT RESOLVED Clause Samples

NOW, THEREFORE, BE IT RESOLVED in consideration of the foregoing premises, the mutual covenants and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be legally bound, covenant and agree as follows:

NOW, THEREFORE, BE IT RESOLVED in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:

NOW, THEREFORE, BE IT RESOLVED that the Designation is hereby approved, affirmed, confirmed, and ratified; and it is further RESOLVED, that each officer of the Corporation be and hereby is authorized, empowered and directed to execute and deliver, in the name of and on behalf of the Corporation, any and all documents, and to perform any and all acts necessary to reflect the Board of Directors approval and ratification of the resolutions set forth above; and it is further RESOLVED, that in addition to and without limiting the foregoing, each officer of the Corporation and the Corporation’s attorney be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is approved, ratified and confirmed in all respects as the act and deed of the Corporation.

NOW, THEREFORE, BE IT RESOLVED the Declaration of Trust is hereby amended by deleting the present Section 3 of Article VI and inserting in lieu thereof the following:

NOW, THEREFORE, BE IT RESOLVED. The Board of Trustees hereby adopts the above-referenced Agreement as presented, thereby becoming a member of the TASB Energy Cooperative; and

NOW, THEREFORE, BE IT RESOLVED. Pursuant to Section 5.2 of the Investors’ Rights Agreement, the undersigned holders of Registrable Securities, on their own behalf and on behalf of all current and future holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering. This Waiver is hereby acknowledged and agreed on behalf of the undersigned: COMPANY: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer This Waiver is hereby acknowledged and agreed on behalf of the undersigned: HOLDERS: ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇ This Waiver is hereby acknowledged and agreed on behalf of the undersigned:

NOW, THEREFORE, BE IT RESOLVED. Pursuant to Section 5.1 of the Investors’ Rights Agreement, the undersigned Holders of Registrable Securities, on their own behalf and on behalf of all current and future Holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering. COMPANY: ALLAKOS INC.

NOW, THEREFORE, BE IT RESOLVED. The Board of Trustees hereby adopts the above-referenced Agreement as presented, thereby becoming a member of The Local Government Purchasing Cooperative; and

NOW, THEREFORE, BE IT RESOLVED that the Distribution is hereby authorized and approved, and the undersigned Members hereby waive the restrictions on distributions set forth in Section 6.4 of the Operating Agreement with respect thereto. GENERAL AUTHORIZATION RESOLVED, that the Managers of the Company be, and each of them hereby is, authorized, directed and empowered, for and on behalf of the Company, to execute all documents and take such further action, as they may deem necessary, appropriate or advisable to effect the purposes of each of the foregoing preambles and resolutions; and RESOLVED FURTHER, that any and all actions heretofore taken by any Manager of the Company in connection with the carrying out of the actions contemplated by these resolutions are hereby ratified, adopted, approved and confirmed in all respects as authorized acts in the name and on behalf of the Company and the Members.