ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [COMPANY NAME]
The undersigned, constituting all the members of the Board of Directors (the "Board") of [Company Name], a Delaware corporation (the "Company"), pursuant to Section 141(f) of the Delaware General Corporation Law, adopt the following resolutions by written consent:
Note Financing Approval
WHEREAS, the Board has determined that it is in the best interests of the Company to raise up to $[_________] through the authorization, sale and issuance of convertible promissory notes, in substantially the form attached hereto as Exhibit A (the "Notes"); and
WHEREAS, after careful consideration, the Board has determined that the terms and conditions of the Notes are just, equitable and fair as to the Company and that it is in the best interests of the Company to enter into the Notes subject to the terms and conditions agreed upon by the parties.
NOW, THEREFORE, BE IT RESOLVED, that the Notes are approved in all respects;
RESOLVED FURTHER, that the officers of the Company are authorized and directed, for and on behalf of the Company, to sell the Notes in accordance with their terms and conditions;
RESOLVED FURTHER, that the officers of the Company are authorized and directed, for and on behalf of the Company, to execute and deliver the Notes, and any and all other agreements, certificates or documents required or contemplated by any of the Notes or deemed necessary or appropriate in connection therewith, and to take all actions deemed necessary or appropriate to cause the Company's obligations thereunder to be performed;
RESOLVED FURTHER, in connection with and in furtherance of the transactions contemplated by the Notes, that the officers of the Company are authorized and directed, for and on behalf of the Company, to negotiate or otherwise cause such additions, modifications, amendments or deletions to be made to any of the Notes, and such other agreements, certificates or documents, as any such officer may approve, and the execution and delivery thereof by any officer of the Company shall be deemed conclusive evidence of the approval of any such addition, modification, amendment or deletion;
RESOLVED FURTHER, that the Company is authorized and directed to reserve (i) for issuance upon conversion of the Notes, the maximum number of shares of the series of Preferred Stock that the Company issues in the Qualified Financing (as defined in the Notes) ("Series Next Preferred Stock") that may be acquired thereunder, (ii) for issuance upon conversion of the Notes, the maximum number of shares of Common Stock that may be acquired thereunder, and (iii) for issuance upon conversion of the shares of Series Next Preferred Stock, the maximum number of shares of Common Stock that may be acquired thereunder pursuant to the terms and conditions of the Notes; and
RESOLVED FURTHER, that the Notes, the shares of Series Next Preferred Stock and Common Stock issuable upon conversion thereof, and the shares of Common Stock issuable upon conversion of the shares of Series Next Preferred Stock, shall be offered, sold and issued in reliance on any applicable exemption from registration provided by the Securities Act of 1933, as amended, and any applicable exemption under applicable state blue sky laws, and that the officers of the Company are authorized and directed, for and on behalf of the Company, to execute and file any forms, certificates, notices or other documents that are necessary or appropriate pursuant to federal or state securities laws.
Omnibus Resolutions
RESOLVED, that the officers of the Company are authorized and directed, for and on behalf of the Company, to make such filings and applications, to execute and deliver such documents and instruments, and to do such acts and things as any such officer deems necessary or appropriate in order to implement the foregoing resolutions.
[Signature Page Follows]
This Action by Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.
The undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.
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[Director Name]
Date: [_________]
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[Director Name]
Date: [_________]
EXHIBIT A
FORM OF CONVERTIBLE PROMISSORY NOTE