UNANIMOUS WRITTEN CONSENT

January 3, 2024

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS

OF
MEXIGIN, INC.
a Delaware Corporation

The undersigned, being all of the directors of Mexigin, Inc., a Delaware corporation (the
"Company"), pursuant to Del. Code Ann. Title 8 § 141 hereby consent, approve and adopt the
following resolutions as if duly adopted at a special meeting of the Board of Directors held for
this purpose
WHEREAS, it has been proposed that the Company sell and offer up to $5,000,000 in Common
Stock (the “Securities”) through an offering under Regulation Crowdfunding (the “Offering”)
under the Securities Act of 1933, as amended (the "Securities Act");
Regulation Crowdfunding Offering

WHEREAS, it has been proposed that the Company sell and offer up to $5,000,000 in Securities
through an offering under Regulation Crowdfunding under the Securities Act, (the
"Crowdfunding Offering"), pursuant to the terms of a subscription agreement by and among the
Company and the investors party thereto (the “Subscription Agreement”), substantially in the
form attached hereto as Exhibit A; and an Offering Memorandum on Form C that has been
reviewed by the Board (the "Memorandum");
WHEREAS, the Board has been presented with and reviewed the Memorandum, and deems it to
be in the best interests of the Company to authorize and approve the Memorandum and for the
Company to engage in the Crowdfunding Offering;
WHEREAS, to comply with Regulation Crowdfunding, the Company must file a Form C with
the Securities and Exchange Commission (the “SEC”), use an online portal to communicate the
Crowdfunding Offering, have an independent certified public accountant conduct a financial
review and enter into agreements with a transfer agent and an escrow agent;
NOW, THEREFORE BE IT RESOLVED, that the directors hereby authorize and approve the
Memorandum and the Crowdfunding Offering, and the issuance of the Securities pursuant to the
terms thereof;

Subscription Agreement

RESOLVED, that the form, terms and provisions of the Subscription Agreement by and among
the Company and the investors party thereto, a copy of which has been submitted in substantially
final form to each director of the Company and is attached hereto as Exhibit A, be, and they
hereby are, in all respects, approved and adopted, and that the transactions contemplated by the
Subscription Agreement, including the issuance of the Securities for a price of $4 per Security
payable as set forth in the Subscription Agreement, be, and they hereby are, in all respects
approved, and, further, that the officers of the Company (the ”Authorized Officers") be, and each

of them hereby is, authorized and directed in the name and on behalf of the Company, and under
its corporate seal or otherwise, to execute and deliver the Subscription Agreement in
substantially such form, with such changes therein as the Authorized Officer executing the same
shall, by the execution thereof , approve, and cause the Company to perform its obligations
thereunder.

Uncertificated Securities

RESOLVED, that the Securities shall be uncertificated and the Authorized Officers shall record
the investor name, address and number of Securities held by each purchaser on the Company’s
books and records (including books and records kept in digital form online). In the event a holder
requests a written record of their investment within a reasonable time, the Authorized Officers
are authorized to prepare and deliver a written notice setting forth the holder’ s name, the amount
of Securities held and any restrictions on the transfer or registration of said Securities imposed
by the Certificate of Incorporation, the Company’s bylaws and the Subscription Agreement or by
law or regulation.

Amendments to the Company’s Bylaws

WHEREAS, Section 1 of Article IV of the Bylaws of the Company as adopted on January 3,
2022, provide that shares of the Company shall be in certificated form;
RESOLVED, that the amendments to the Company’s Bylaws set out in the Certificate of
Amendment attached hereto as Exhibit B, be, and hereby are, authorized and that the Authorized
Officers are authorized to effect such amendment.
Filing of the Form C

RESOLVED, that the Authorized Officers are, and each of them acting singly is, authorized, in
the name and on behalf of the Company, to cause to be compiled and filed with the SEC such
Form C in the form required.

Online Portal

RESOLVED, that Start Engine Capital, LLC (" Start Engine") shall be engaged to provide the
online portal required for a Crowdfunding Offering and that the Authorized Officers be, and each
of them hereby is, authorized and directed in the name and on behalf of the Company, and under
its corporate seal or otherwise, to enter into an agreement with Start Engine in connection with
the Crowdfunding Offering and cause the Company to perform its obligations thereunder.

General Authorization

RESOLVED FURTHER, that the Authorized Officers of the Company are hereby severally
authorized and directed to take, or cause to be taken, all actions in the name and on behalf of the
Company, that such officers determine are necessary or advisable to consummate the

transactions contemplated by, or otherwise to effect the purposes of, the foregoing resolutions,
including, but not limited to, signing, certifying to, verifying, acknowledging, delivering,
accepting, filing and recording all agreements, instruments and documents related to any of the
resolutions.
RESOLVED FURTHER that all acts of the officers of the Company taken before the date
hereof in connection with matters referred to in these resolutions are hereby ratified, approved
and adopted as acts of the Company.
IN WITNESS WHEREOF, the undersigned have executed this unanimous written consent
effective as of _________, 2022

_________________________
Name:
_________________________
Name:
_________________________
Name:

EXHIBIT A

SUBSCRIPTION AGREEMENT

EXHIBIT B

CERTIFICATE OF AMENDMENT
OF THE BYLAWS
OF
MEXIGIN, INC.

The undersigned, who is the [duly elected and/or acting] Secretary of Mexigin, Inc., a Delaware
corporation (the “Company”), does hereby certify, as follows:
1. Section 1 of Article IV of the Bylaws of the Company was amended, by unanimous written
consent of the Board, on [DATE], 2022, to read in its entirety, as follows:
“Section 1. Certificate of Shares. Shares of the corporation’s stock may be certified or
uncertified, as provided under Delaware law, and shall be entered in the books of the
corporation and registered as they are issued. Certificates representing shares of the
corporation’s stock shall be signed in the name of the corporation by the chairman of the
board or vice chairman of the board or the chief executive officer or president or vice
president and by the chief financial officer or an assistant treasurer or the secretary or any
assistant secretary, certifying the number of shares and the class or series of shares owned
by the shareholder. Any or all of the signatures on the certificate may be facsimile. In the
event that any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on the certificate shall have ceased to be that officer, transfer
agent, or registrar before that certificate is issued, it may be issued by the corporation
with the same effect as if that person were an officer, transfer agent, or registrar at the
date of issue.
Within a reasonable time after the issuance or transfer of uncertified shares, the
corporation shall send to the registered owner thereof a written notice that shall set forth
the name of the corporation, that the corporation is organized under the laws of the State
of Delaware, the name of the shareholder, the number and class (and the designation of
the series, if any) of the shares represented, and any restrictions on the transfer or
registration of such shares imposed by the corporation’s certificate of incorporation, these
by-laws, any agreement among shareholders or any agreement between shareholders and
the corporation.”
2. Section 3 of Article IV of the Bylaws of the Company was amended, by unanimous written
consent of the Board, on [DATE], 2022, to read in its entirety, as follows:
“Section 3. Lost Certificates. Except as provided in this Section 3, no new certificates for
shares or uncertified shares shall be issued to replace an old certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The board of directors
may, in case any share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate of stock, or uncertified
shares in place of a certificate previously issued by it on such terms and conditions as the

board may require, including provision for indemnification of the corporation secured by
a bond or other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability on account of the alleged
loss, theft, or destruction of the certificate or the issuance of the replacement certificate or
uncertified shares.”
3. The foregoing amendments to the Bylaws of the Corporation have not been modified,
amended, rescinded, or revoked and remain in full force and effect on the date hereof.

The undersigned has executed this Certificate as of [DATE], 2022.

_________________________________

Name / Title

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