EXHIBIT A
ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDER OF
AKCEA THERAPEUTICS, INC.
The undersigned stockholder of
A
KCEA
T
HERAPEUTICS
, I
NC
.
, a Delaware corporation (the
Company
), hereby consents with respect to all shares of the Companys capital stock owned by such stockholder, pursuant to Section 228 of the Delaware General Corporation Law (the
DGCL
),
to the adoption of the following resolutions and to the taking of the actions referred to in such resolutions:
Amendment to 2015 Equity Incentive Plan
W
HEREAS
, the Board of Directors of the Company (the Board) has previously approved an
amendment (the Amendment) to the Companys 2015 Equity Incentive Plan, as amended (the 2015 Plan, as amended by the Amendment, the Amended 2015 Plan), to increase the number of shares of Common Stock reserved
for issuance pursuant to the 2015 Plan by 5,000,000 shares from 13,500,000 shares of Common Stock to 18,500,000 shares of Common Stock.
W
HEREAS
, the 5,000,000 share increase is intended to ensure that the Company has sufficient shares of
Common Stock reserved for issuance under the Amended 2015 Plan for use through 2020 for stock option awards to be granted by the Company based on the Companys projected hiring plan and the current rate at which the Company intends to grant
stock option awards to its employees and the Board.
W
HEREAS
, the Amended 2015 Plan, in substantially
the form attached hereto as Exhibit A, must be submitted to the stockholders of the Company for their consideration and approval in accordance with applicable law in order to become effective.
N
OW
, T
HEREFORE
, B
E
I
T
R
ESOLVED
, that the
Amended 2015 Plan, and all issuances of Common Stock effected pursuant to such increase, be, and such increase and issuances hereby are, ratified, confirmed and approved in all respects.
R
ESOLVED
F
URTHER
, that the officers of the Company be, and each of them hereby is,
authorized and directed, for and on behalf of the Company, to take such further action and execute such additional documents as each may deem necessary or appropriate to carry out the foregoing resolutions.
G
ENERAL
A
UTHORIZING
R
ESOLUTION
; E
FFECTIVE
D
ATE
R
ESOLVED
, that the officers of the Company be, and each of them hereby is, authorized and directed, for
and on behalf of the Company, to take such further actions and execute such further documents, as they deem necessary or appropriate to effectuate the intent of the foregoing resolutions, including without limitation the filing and distribution of
any Information Statement required to be filed and distributed in accordance with Regulation 14C of the Securities Exchange Act of 1934, as amended.
R
ESOLVED
F
URTHER
, that, subject to any waiting period required by applicable law, this
Action by Written Consent shall be effective immediately upon delivery of counterparts signed by stockholders having not less than the minimum number of votes that would be necessary to authorize or take the above actions at a meeting at which all
shares entitled to vote thereon were present and voted to the Company (the
Effective Date
).
This Action by
Written Consent may be executed and delivered in multiple counterparts (including facsimile, PDF or other electronic counterparts), each of which, when taken together, will constitute one document. This Action by Written Consent shall be filed with
the minutes of the proceedings of the stockholders of the Company, and said resolutions shall have the same force and effect as if they were adopted at a meeting at which the undersigned were personally present.
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