EXHIBIT A
MAX SOUND CORPORATION
______________________________
Unanimous Written Consent by the Board of Directors
The undersigned, being both the sole Directors (the “Directors”) of Max Sound Corporation, a Delaware corporation (the “Corporation”), does hereby adopt the following action by unanimous written consent in accordance with applicable provisions of the Delaware General Corporation Law (the “DGCL”):
WHEREAS, the Directors believe that an increase in the authorized number of shares of common stock in the Corporation is necessary for many reasons, including, without limitation, to enable the Corporation to issue shares associated with a capital funding, shares underlying options and warrants that it has previously issued and are currently outstanding;
NOW, THEREFORE, BE IT RESOLVED, that a proposed amendment to the Articles of Incorporation of the Corporation (the “Amendment”) increasing the number of authorized shares of common stock by 600,000,000 shares of common stock, with a par value of $.00001 per share, or from 1,650,000,000 million shares of common stock to 2,250,000,000 shares of common stock, and it hereby is, authorized, affirmed and approved by the Directors of the Corporation in all respects;
RESOLVED, that the execution, delivery and performance by the Corporation of all of the agreements, certificates, instruments and other documents necessary or appropriate to effectuate the Amendment (collectively, the “Amendment Documents”) be, and it hereby is, authorized, affirmed and approved in all respects;
RESOLVED, that the Corporation be, and it hereby is, authorized and directed to (i) effectuate the Amendment, (ii) execute, deliver and perform the Amendment Documents, and (iii) take such other actions, and execute, deliver and perform such other agreements, certificates, instruments and documents, as may be necessary or appropriate to effectuate the Amendment;
RESOLVED, that the omission from these resolutions of any agreement or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or required to effectuate any of the foregoing resolutions, or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions, shall in no manner limit from or otherwise affect the authority of the Directors to take or authorize the taking of any and all actions necessary, desirable, advisable or appropriate to effectuate the Amendment; and
RESOLVED, that all actions previously taken by, on behalf of, or at the direction of the Directors in connection with, or in furtherance of, the Amendment be, and they hereby are, ratified and approved in all respects.
IN WITNESS WHEREOF, the undersigned has executed this Action by Written Unanimous Consent of the Directors and acknowledges and agrees that this consent shall be deemed effective as of April 4, 2017.
By: ________________________________
John Blaisure, Board Director
By: ________________________________
Greg Halpern, Board Director