SoylentNews PBC Action of Incorporator

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ACTION of INCORPORATOR

Of

SoylentNews PBC

July 4, 2014

The undersigned, being the Sole Incorporator of SoylentNews PBC, a Delaware public benefit corporation (the “Corporation”), hereby adopts the following resolutions pursuant to Section 108(a) of the General Corporation Law of Delaware with respect to the initial organization of the corporation:

1. Adoption of Certificate of Incorporation

RESOLVED: That the Certificate of Incorporation attached hereto as Exhibit A (the “Certificate of Incorporation”), be, and hereby is, adopted as the Certificate of Incorporation of the Corporation and that the Certificate of Incorporation has been filed with the Delaware Secretary of State.

2. Adoption of Bylaws

RESOLVED: That the Bylaws attached hereto as Exhibit B are hereby adopted as the Bylaws of the Corporation.

RESOLVED FURTHER: That the Secretary of the Corporation is hereby authorized and directed to record the adoption of the Bylaws in the Corporation’s Minute Book and that the officers of the Corporation are ordered to maintain a copy of such Bylaws in the principal office of the Corporation for the transaction of its business, open for inspection by the stockholders at all reasonable times during office hours.

3. Election of Directors

RESOLVED: That the following individuals are hereby appointed as directors of the Corporation, to serve as directors until their successors are duly elected and qualified:

Michael Casadevall

Ben Prentice

Matthew Angel

4. Resignation of Sole Incorporator

RESOLVED: That the undersigned, being the Sole Incorporator of the Corporation, having taken all actions necessary and appropriate in connection with the incorporation of the Corporation, does hereby tender the undersigned’s resignation as the Sole Incorporator to the Board of Directors as constituted above.

This Action of Incorporator shall be filed in the Minute Book of the Corporation and shall be effective as of the date first written above.


_____________________________

Matthew Angel, Sole Incorporator

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