Movano Inc.

If the Reverse Stock Split Proposal is approved by our stockholders, and the Board determines to implement an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Certificate of Incorporation Amendment, such reverse stock split would become effective when the Reverse Stock Split Certificate of Incorporation Amendment (setting forth the reverse stock split ratio chosen by the Board) is filed with the office of the Secretary of State of the State of Delaware. However, notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board will have the sole authority to elect whether or not and when (prior to the one-year anniversary of the date of the Annual Meeting, the authority granted by the Reverse Stock Split Proposal will terminate and the Reverse Stock Split Certificate of Incorporation Amendment will be abandoned in its entirety) to amend our Certificate of Incorporation to effect a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Certificate of Incorporation Amendment.