Board Consent - Seed Financing

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

IN LIEU OF A SPECIAL MEETING

[COMPANY NAME]
A Delaware Corporation

BOARD CONSENT

The undersigned, constituting all of the members of the Board of Directors (the "Board") of [COMPANY NAME], a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, hereby adopt the following resolutions by unanimous written consent, effective as of [DATE] (the "Effective Date"):

RECITALS

WHEREAS, the Board has determined that it is in the best interests of the Company to raise capital through a seed financing;

WHEREAS, the Board has reviewed and considered the terms of the proposed seed financing as set forth in the term sheet and related documents;

WHEREAS, the Board has determined that the terms of the proposed financing are fair and reasonable and in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT RESOLVED, that the following actions are hereby authorized and approved:

ARTICLE 1 - APPROVAL OF SEED FINANCING

1.1 Authorization of Financing

RESOLVED, that the Company is hereby authorized to conduct a seed financing (the "Financing") on the following terms:

1.2 Approval of Financing Documents

RESOLVED, that the following documents in substantially the forms presented to and reviewed by the Board (collectively, the "Financing Documents") are hereby approved:

☐ Simple Agreement for Future Equity (SAFE)
☐ Convertible Promissory Note
☐ Stock Purchase Agreement
☐ Investors' Rights Agreement
☐ Amended and Restated Certificate of Incorporation
☐ Board Consent
☐ Stockholders' Consent
☐ [Other Documents]

1.3 Authorization to Execute

RESOLVED, that the Chief Executive Officer, President, and/or any other officer of the Company (each, an "Authorized Officer") is hereby authorized to execute and deliver the Financing Documents on behalf of the Company, with such changes, amendments, or modifications as such Authorized Officer deems necessary or appropriate.

1.4 Aggregate Amount

RESOLVED, that the Company is authorized to issue and sell SAFEs, convertible notes, and/or preferred stock in an aggregate amount of up to $[MAXIMUM AMOUNT], in one or more closings.

ARTICLE 2 - SECURITIES LAW COMPLIANCE

2.1 Regulation D Compliance

RESOLVED, that the Financing shall be conducted as a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) or Rule 506(c) of Regulation D promulgated thereunder.

2.2 Investor Qualification

RESOLVED, that the Company shall offer securities only to "accredited investors" as defined in Rule 501 of Regulation D, and shall obtain appropriate investor questionnaires and subscription agreements from each investor.

2.3 Form D Filing

RESOLVED, that the Authorized Officers are hereby authorized and directed to file a Form D with the Securities and Exchange Commission (the "SEC") within fifteen (15) days after the first sale of securities in the Financing, and to file any required state securities filings.

2.4 Blue Sky Compliance

RESOLVED, that the Authorized Officers are hereby authorized to take all actions necessary to comply with applicable state securities ("blue sky") laws in connection with the Financing, including filing required notices and paying required fees.

2.5 Legend

RESOLVED, that any securities issued in the Financing shall bear a legend substantially as follows:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

ARTICLE 3 - CERTIFICATE OF INCORPORATION AMENDMENTS (IF APPLICABLE)

3.1 Amended and Restated Certificate of Incorporation

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company in substantially the form presented to the Board, which authorizes [NUMBER] shares of Seed Preferred Stock, is hereby approved and adopted, subject to approval by the Company's stockholders.

3.2 Filing with Secretary of State

RESOLVED, that upon approval by the Company's stockholders, the Authorized Officers are hereby authorized and directed to file the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

ARTICLE 4 - INVESTOR MATTERS

4.1 Approval of Investors

RESOLVED, that the Company is authorized to accept investments from the investors listed on Exhibit A attached hereto, and such other investors as may be approved by an Authorized Officer.

4.2 Investor Rights

RESOLVED, that the Company is authorized to grant to investors such information rights, pro rata rights, and other rights as set forth in the Financing Documents.

4.3 Board Observer Rights

RESOLVED, that [LEAD INVESTOR NAME] is hereby granted the right to designate one representative to attend all meetings of the Board as a non-voting observer, pursuant to the terms of the Financing Documents.

ARTICLE 5 - EQUITY INCENTIVE PLAN MATTERS

5.1 Option Pool Increase (If Applicable)

RESOLVED, that the number of shares reserved for issuance under the Company's [YEAR] Equity Incentive Plan (the "Plan") is hereby increased from [CURRENT NUMBER] shares to [NEW NUMBER] shares of Common Stock.

5.2 Authorization to Grant

RESOLVED, that the Authorized Officers and the Board are hereby authorized to grant stock options, restricted stock, and other equity awards under the Plan to employees, consultants, and advisors.

ARTICLE 6 - GENERAL AUTHORIZATIONS

6.1 Bank Accounts

RESOLVED, that the Authorized Officers are hereby authorized to open, maintain, and close bank accounts and to deposit proceeds from the Financing into such accounts.

6.2 Legal Fees

RESOLVED, that the Company is authorized to pay legal fees and expenses incurred in connection with the Financing, including reasonable legal fees of the lead investor, up to $[AMOUNT].

6.3 Further Actions

RESOLVED, that the Authorized Officers are hereby authorized to take all actions and execute all documents as may be necessary or appropriate to carry out the intent and purposes of the foregoing resolutions.

6.4 Ratification

RESOLVED, that all actions previously taken by any officer, director, or agent of the Company in connection with the Financing are hereby ratified, confirmed, and approved in all respects.

ARTICLE 7 - DISCLOSURE AND FILINGS

7.1 Capitalization Table Update

RESOLVED, that the Authorized Officers are hereby directed to update the Company's capitalization table to reflect the issuance of securities in the Financing.

7.2 Corporate Records

RESOLVED, that the Secretary of the Company is hereby directed to file this Consent with the minutes of the Board and to update the Company's stock ledger accordingly.

CONSENT OF DIRECTORS

The undersigned directors hereby consent to the adoption of the foregoing resolutions, effective as of the Effective Date.

DIRECTOR 1:

_________________________________
Name: [DIRECTOR NAME]
Date: _________________________________

DIRECTOR 2:

_________________________________
Name: [DIRECTOR NAME]
Date: _________________________________

DIRECTOR 3:

_________________________________
Name: [DIRECTOR NAME]
Date: _________________________________

EXHIBIT A - APPROVED INVESTORS

This Unanimous Written Consent of the Board of Directors authorizes a seed financing in compliance with Delaware General Corporation Law Section 141(f) and applicable securities laws. This document should be reviewed by qualified legal counsel before execution.