ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
[COMPANYNAME]
(a [companyState] corporation)
The undersigned, being all of the members of the Board of Directors (the “Board”) of [companyName], a [companyState] corporation (the “Company”), acting pursuant to [Section 141(f) of the Delaware General Corporation Law] and the Bylaws of the Company, hereby consent to the adoption of the following resolutions, effective as of the date on which the last director signs this consent (the “Effective Date”):
Adoption of Valuation
WHEREAS, the Board has received and reviewed the independent appraisal of the fair market value of the Company’s Common Stock prepared by [valuationFirm] as of [valuationDate] (the “Valuation Report”), which concludes that the fair market value of the Common Stock is $[fairMarketValue] per share.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the Valuation Report and determines that the fair market value of the Common Stock is $[fairMarketValue] per share as of the Effective Date, the Board having considered whether any events since the date of the Valuation Report would materially affect that value.
Stock Option Grants
RESOLVED, that the Company grants to each person listed on Exhibit A an option to purchase the number of shares of Common Stock set forth opposite such person’s name, under the Company’s [equityPlanName] (the “Plan”), with an exercise price of $[fairMarketValue] per share, of the type and on the vesting schedule set forth on Exhibit A, and otherwise subject to the terms of the Plan and the Company’s standard form of stock option agreement; provided that any incentive stock option granted to a person who owns more than 10% of the total combined voting power of the Company’s stock shall have an exercise price of at least 110% of that fair market value and a term of no more than five years.
Ratification of SAFE Financing
RESOLVED, that the issuance and sale by the Company of Simple Agreements for Future Equity (“SAFEs”) to the investors and in the amounts set forth on Exhibit B, for aggregate proceeds of $[totalSafeProceeds], in the forms presented to the Board, is hereby approved, ratified and confirmed in all respects; and
RESOLVED FURTHER, that the Company shall reserve a sufficient number of shares of its capital stock for issuance upon conversion of the SAFEs.
RESOLVED FURTHER, that the officers of the Company are authorized to file a notice on Form D with the Securities and Exchange Commission, and any notices required under state securities laws, with respect to the sale of the SAFEs.
Appointment of Officers
RESOLVED, that the following persons are appointed to the offices set forth opposite their names, each to serve at the pleasure of the Board until their successor is duly appointed or until their earlier resignation or removal: [officerName], [officerTitle]; and [officerName], [officerTitle].
Bank Accounts
RESOLVED, that the officers of the Company are authorized to open and maintain one or more deposit accounts in the name of the Company with [bankName], and that any [one] of the officers of the Company may sign checks, transfers and other instructions with respect to such accounts.
General Authority
RESOLVED, that the officers of the Company are, and each of them hereby is, authorized and directed to execute and deliver any document and to take any other action that such officer deems necessary or advisable to carry out the purposes of the foregoing resolutions, and that any such action previously taken is hereby ratified, confirmed and approved in all respects.
This Action by Unanimous Written Consent may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. This consent shall be filed with the minutes of the proceedings of the Board.
______________________________
[directorName]
Date: _________________________
______________________________
[directorName]
Date: _________________________
______________________________
[directorName]
Date: _________________________
BEING ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS
EXHIBIT A
STOCK OPTION GRANTS
Optionee | Shares | Type (ISO/NSO) | Vesting Commencement Date | Vesting Schedule |
|---|---|---|---|---|
[optioneeName] | [shares] | [optionType] | [vestingStartDate] | [vestingSchedule] |
EXHIBIT B
SAFE INVESTORS
Investor | Purchase Amount | Valuation Cap | Date |
|---|---|---|---|
[investorName] | $[purchaseAmount] | $[valuationCap] | [safeDate] |