Board Consent - Series A Financing

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

IN LIEU OF A SPECIAL MEETING

SERIES A PREFERRED STOCK FINANCING

[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 the issuance and sale of shares of a new series of preferred stock;

WHEREAS, the Board has reviewed and considered the terms of the proposed Series A Preferred Stock financing as set forth in the term sheet dated [TERM SHEET DATE] and the related definitive 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;

WHEREAS, the Board has determined that the consideration to be received by the Company for the Series A Preferred Stock is adequate;

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

ARTICLE 1 - APPROVAL OF SERIES A FINANCING

1.1 Authorization of Financing

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

1.2 Approval of Transaction Documents

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

(a) Amended and Restated Certificate of Incorporation (the "Restated Certificate")
(b) Series A Preferred Stock Purchase Agreement (the "Purchase Agreement")
(c) Investors' Rights Agreement
(d) Voting Agreement
(e) Right of First Refusal and Co-Sale Agreement
(f) Indemnification Agreements
(g) Management Rights Letters
(h) Legal Opinion
(i) [Other Documents]

1.3 Authorization to Execute

RESOLVED, that the Chief Executive Officer, President, Chief Financial Officer, and/or Secretary of the Company (each, an "Authorized Officer") is hereby authorized to execute and deliver the Transaction Documents on behalf of the Company, with such changes, amendments, or modifications as such Authorized Officer deems necessary or appropriate, the execution of such documents being conclusive evidence of such approval.

ARTICLE 2 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

2.1 Approval of Restated Certificate

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit A, which:

(a) Increases the authorized shares of Common Stock to [NUMBER] shares;
(b) Authorizes [NUMBER] shares of Preferred Stock;
(c) Creates and designates [NUMBER] shares of Series A Preferred Stock with the rights, preferences, privileges, and restrictions set forth therein;

is hereby approved and adopted, subject to approval by the stockholders of the Company.

2.2 Filing of Restated Certificate

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

2.3 Determination of Fairness

RESOLVED, that the Board has determined that the consideration to be received by the Company for the Series A Preferred Stock, namely $[PRICE] per share, is adequate, fair, and in the best interests of the Company.

ARTICLE 3 - ISSUANCE OF SERIES A PREFERRED STOCK

3.1 Authorization of Issuance

RESOLVED, that the Company is hereby authorized to issue and sell up to [NUMBER] shares of Series A Preferred Stock to the investors listed on the Schedule of Purchasers attached to the Purchase Agreement (the "Investors") at a purchase price of $[PRICE] per share, for aggregate gross proceeds of up to $[AMOUNT].

3.2 SAFE and Note Conversion

RESOLVED, that in connection with the Financing:

(a) All outstanding Simple Agreements for Future Equity (SAFEs) shall convert into shares of Series A Preferred Stock (or a shadow series thereof) in accordance with their respective terms;

(b) All outstanding convertible promissory notes shall convert into shares of Series A Preferred Stock (or a shadow series thereof) in accordance with their respective terms;

(c) The Authorized Officers are hereby authorized to issue the shares issuable upon such conversions.

3.3 Multiple Closings

RESOLVED, that the Financing may be conducted in one or more closings, with subsequent closings occurring within [90] days of the initial closing upon the same terms and conditions, subject to the approval of an Authorized Officer.

3.4 Fully Paid and Non-Assessable

RESOLVED, that upon payment of the purchase price, the shares of Series A Preferred Stock issued in the Financing shall be validly issued, fully paid, and non-assessable.

ARTICLE 4 - SECURITIES LAW COMPLIANCE

4.1 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.

4.2 Form D Filing

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

4.3 State Securities Filings

RESOLVED, that the Authorized Officers are hereby authorized to file all required notices, applications, and other documents with state securities regulators and to pay all required fees.

4.4 Legends

RESOLVED, that the stock certificates or book entries representing the Series A Preferred Stock shall bear appropriate legends regarding transfer restrictions under federal and state securities laws and the Transaction Documents.

ARTICLE 5 - BOARD MATTERS

5.1 Increase in Board Size

RESOLVED, that the size of the Board is hereby increased from [CURRENT NUMBER] directors to [NEW NUMBER] directors.

5.2 Election of Investor Director

RESOLVED, that [INVESTOR DIRECTOR NAME], the designee of the holders of a majority of the Series A Preferred Stock pursuant to the Voting Agreement, is hereby elected to serve as a director of the Company until the next annual meeting of stockholders or until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal.

5.3 Election of Independent Director

RESOLVED, that [INDEPENDENT DIRECTOR NAME], the designee of the holders of Common Stock and Series A Preferred Stock pursuant to the Voting Agreement, is hereby elected to serve as an independent director of the Company.

5.4 Board Compensation

RESOLVED, that non-employee directors shall receive compensation as follows:

• Cash retainer: $[AMOUNT] per year
• Equity grant: Option to purchase [NUMBER] shares of Common Stock
• Expense reimbursement for Board meeting attendance

5.5 Board Observer Rights

RESOLVED, that [OBSERVER NAME], the designee of [INVESTOR NAME], is hereby granted the right to attend all meetings of the Board as a non-voting observer, subject to customary exclusions for conflicts of interest and attorney-client privileged matters.

ARTICLE 6 - INDEMNIFICATION

6.1 Indemnification Agreements

RESOLVED, that the Company is hereby authorized to enter into indemnification agreements in substantially the form attached hereto as Exhibit B with each director and executive officer of the Company.

6.2 D&O Insurance

RESOLVED, that the Company is hereby authorized to obtain directors' and officers' liability insurance coverage in an amount of at least $[2,000,000], with such terms and conditions as the Authorized Officers deem appropriate.

ARTICLE 7 - EQUITY INCENTIVE PLAN

7.1 Adoption/Amendment of Equity Plan

RESOLVED, that the [COMPANY NAME] [YEAR] Equity Incentive Plan (the "Plan"), in substantially the form attached hereto as Exhibit C, is hereby adopted, subject to approval by the stockholders of the Company.

7.2 Reservation of Shares

RESOLVED, that [NUMBER] shares of Common Stock are hereby reserved for issuance under the Plan, representing approximately [XX]% of the fully-diluted capitalization of the Company.

7.3 Form of Award Agreements

RESOLVED, that the forms of Stock Option Agreement, Restricted Stock Purchase Agreement, and other award agreements under the Plan are hereby approved.

7.4 Grant of Options

RESOLVED, that the following grants of stock options under the Plan are hereby approved:

ARTICLE 8 - OFFICER MATTERS

8.1 Compensation

RESOLVED, that the compensation of the executive officers of the Company shall be as follows:

8.2 Employment Agreements

RESOLVED, that the Company is hereby authorized to enter into employment agreements or offer letters with executive officers on terms approved by the Board or Compensation Committee.

ARTICLE 9 - CORPORATE HOUSEKEEPING

9.1 Bylaws

RESOLVED, that the Amended and Restated Bylaws of the Company, in substantially the form attached hereto as Exhibit D, are hereby approved and adopted.

9.2 Form of Stock Certificate

RESOLVED, that the form of stock certificate for the Series A Preferred Stock is hereby approved.

9.3 Capitalization Table

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

9.4 Accounting Treatment

RESOLVED, that the Authorized Officers are hereby authorized to record the Financing on the Company's books and records in accordance with generally accepted accounting principles.

ARTICLE 10 - GENERAL AUTHORIZATIONS

10.1 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].

10.2 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.

10.3 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, including executing certificates, instruments, and agreements, and making any filings with governmental authorities.

10.4 Ratification

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

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 LIST

• Exhibit A: Amended and Restated Certificate of Incorporation
• Exhibit B: Form of Indemnification Agreement
• Exhibit C: Equity Incentive Plan
• Exhibit D: Amended and Restated Bylaws
• Exhibit E: Schedule of Purchasers

This Unanimous Written Consent of the Board of Directors authorizes a Series A Preferred Stock financing in compliance with Delaware General Corporation Law Section 141(f), NVCA Model Documents (October 2025), and applicable securities laws. This document should be reviewed by qualified legal counsel before execution.