BOARD RESOLUTION - AUTHORIZATION OF LEASE

[COMPANY NAME], a Delaware Corporation

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[// GUIDANCE: This resolution authorizes the Company to enter into a lease agreement pursuant to DGCL Section 122(4), which grants corporations the power to "lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property." For leases as lessor involving "all or substantially all" of the corporation's assets, DGCL Section 271 stockholder approval may be required. Under MBCA Section 12.02, stockholder approval is required only for dispositions outside the ordinary course of business that would leave the corporation without significant continuing business activity.]

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I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

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II. RECITALS

WHEREAS, the Board of Directors (the "Board") of the Company is authorized under DGCL Section 122(4) to lease real or personal property;

WHEREAS, pursuant to DGCL Section 141(a), the business and affairs of the Company shall be managed by or under the direction of the Board;

WHEREAS, the Company desires to [enter into / renew / modify] a lease for [BRIEF DESCRIPTION OF PROPERTY] (the "Property");

WHEREAS, the Board has reviewed and considered the proposed lease terms and has determined that entering into the lease is in the best interests of the Company;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

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III. LEASE DETAILS

3.1 Type of Lease

☐ Commercial Office Lease (Company as Tenant)
☐ Commercial Office Lease (Company as Landlord)
☐ Retail Space Lease
☐ Industrial/Warehouse Lease
☐ Equipment Lease
☐ Vehicle Lease
☐ Ground Lease
☐ Sublease
☐ Lease Amendment/Extension
☐ Other: [DESCRIBE]

3.2 Role of Company

☐ Tenant/Lessee
☐ Landlord/Lessor
☐ Sublessor
☐ Sublessee

3.3 Property Description

Type of Property:
☐ Real Property
☐ Personal Property / Equipment

Property Address/Description:
[STREET ADDRESS]
[CITY, STATE ZIP]
[ADDITIONAL DESCRIPTION - e.g., Suite number, square footage, equipment specifications]

Square Footage (if real property): [NUMBER] square feet
Intended Use: [DESCRIBE INTENDED USE]

3.4 Parties

• Landlord/Lessor: [NAME AND ADDRESS]
• Tenant/Lessee: [NAME - COMPANY OR OTHER PARTY]
• Guarantor (if applicable): [NAME]

3.5 Lease Term

• Commencement Date: [DATE]
• Initial Term: [MONTHS/YEARS]
• Expiration Date: [DATE]
• Renewal Options:
  ☐ None
  ☐ [NUMBER] renewal term(s) of [DURATION] each
  ☐ Automatic renewal unless terminated
• Early Termination Rights:
  ☐ None
  ☐ With [DAYS] days notice after [DATE/PERIOD]
  ☐ Upon payment of $[AMOUNT] termination fee

3.6 Financial Terms

Base Rent:
- Monthly Base Rent: $[AMOUNT]
- Annual Base Rent: $[AMOUNT]
- Total Rent over Initial Term: $[AMOUNT]

Rent Escalations:
☐ None
☐ Fixed annual increase of $[AMOUNT] or [PERCENTAGE]%
☐ CPI adjustment
☐ Other: [DESCRIBE]

Additional Rent/Operating Expenses:
☐ Triple Net (NNN) - Tenant pays taxes, insurance, maintenance
☐ Double Net (NN) - Tenant pays taxes and insurance
☐ Single Net (N) - Tenant pays taxes only
☐ Gross Lease - Landlord pays all operating expenses
☐ Modified Gross - [DESCRIBE ALLOCATION]

Estimated Annual Operating Expenses: $[AMOUNT]

Security Deposit: $[AMOUNT]

Tenant Improvement Allowance: $[AMOUNT] or $[AMOUNT] per square foot

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IV. KEY LEASE PROVISIONS

4.1 Permitted Use

[DESCRIBE PERMITTED USES UNDER LEASE]

4.2 Assignment and Subletting

☐ Prohibited without landlord consent
☐ Permitted with landlord consent, not to be unreasonably withheld
☐ Permitted for affiliates without consent
☐ Other: [DESCRIBE]

4.3 Insurance Requirements

• General Liability: $[AMOUNT] per occurrence / $[AMOUNT] aggregate
• Property Insurance: ☐ Landlord / ☐ Tenant responsibility
• Other Required Coverage: [DESCRIBE]

4.4 Indemnification

[DESCRIBE INDEMNIFICATION OBLIGATIONS]

4.5 Personal Guaranty

☐ Not required
☐ Required from [NAME(S)] in the amount of [AMOUNT/TERM]

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V. OPERATIVE RESOLUTIONS

5.1 Approval of Lease

RESOLVED, that the Board hereby approves and authorizes the Company to enter into that certain [Lease Agreement / Sublease Agreement / Lease Amendment] (the "Lease") for the Property with [LANDLORD/TENANT NAME], substantially in the form attached hereto as Exhibit A, or on such other terms as may be approved by an Authorized Officer;

5.2 Determination of Business Purpose

RESOLVED FURTHER, that the Board has determined that entering into the Lease is in the ordinary course of the Company's business and is in the best interests of the Company;

5.3 Approval of Financial Terms

RESOLVED FURTHER, that the Board hereby approves the financial terms of the Lease, including:
(a) Monthly base rent of $[AMOUNT];
(b) Security deposit of $[AMOUNT];
(c) Tenant improvement allowance of $[AMOUNT] (if applicable);
(d) Total lease obligation of approximately $[AMOUNT] over the initial term;

5.4 Authorization to Execute Lease

RESOLVED FURTHER, that any Authorized Officer is hereby authorized to execute and deliver the Lease on behalf of the Company, together with any ancillary documents, including but not limited to:
(a) Landlord/Tenant estoppel certificates;
(b) Subordination, non-disturbance, and attornment agreements (SNDA);
(c) Memorandum of lease (for recording);
(d) Guaranty agreements (if required);
(e) Commencement date agreements;
(f) Work letter agreements;

5.5 Personal Guaranty Authorization (if applicable)

[// GUIDANCE: Include only if a personal guaranty is required and a director/officer will be the guarantor.]

RESOLVED FURTHER, that the Board acknowledges that [NAME], a [director/officer] of the Company, has agreed to provide a personal guaranty of the Company's obligations under the Lease, and the Board hereby determines that such guaranty is in the best interests of the Company and does not constitute an impermissible conflict of interest;

5.6 Security Deposit Payment

RESOLVED FURTHER, that the Chief Financial Officer, Treasurer, or other Authorized Officer is hereby authorized to pay the security deposit of $[AMOUNT] from the Company's funds;

5.7 Tenant Improvements

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to:
(a) Negotiate and approve plans for tenant improvements to the Property;
(b) Enter into construction contracts with licensed contractors;
(c) Approve expenditures for tenant improvements up to $[AMOUNT];

5.8 Insurance Procurement

RESOLVED FURTHER, that the Authorized Officers are hereby directed to procure and maintain all insurance coverage required under the Lease;

5.9 Lease Renewal/Extension Authority (if applicable)

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to exercise any renewal or extension options under the Lease, provided that the renewal rent does not exceed [PERCENTAGE]% of the then-current fair market rent;

5.10 Authorization of Officers

RESOLVED FURTHER, that the Chief Executive Officer, President, Chief Financial Officer, and Secretary (each, an "Authorized Officer"), acting singly, are hereby authorized and empowered to take any and all actions and to execute and deliver any and all documents as may be necessary or appropriate to effectuate the purposes of these resolutions;

5.11 Ratification

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

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VI. STOCKHOLDER APPROVAL (IF REQUIRED)

[// GUIDANCE: Under DGCL Section 271, leasing out "all or substantially all" of the corporation's assets requires stockholder approval. This typically does not apply to ordinary course leases where the Company is the tenant.]

☐ Stockholder approval is NOT required (lease is in ordinary course of business)
☐ Stockholder approval IS required (lease constitutes substantially all assets)
- Stockholder vote: ☐ Majority / ☐ Supermajority of [PERCENTAGE]%
- Stockholder approval obtained on [DATE]

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VII. COMPLIANCE CHECKLIST

☐ Lease terms reviewed by legal counsel
☐ Financial impact analyzed and approved
☐ Insurance requirements identified
☐ Zoning and permitted use verified
☐ Environmental assessment completed (if applicable)
☐ Security deposit funded
☐ Lease executed
☐ Security deposit delivered
☐ Insurance certificates provided to landlord
☐ Lease recorded (if memorandum required)
☐ Corporate records updated

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VIII. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

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IX. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Director Name	Signature	Date
[NAME]	_________________________	__________
[NAME]	_________________________	__________
[NAME]	_________________________	__________

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

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EXHIBITS

Exhibit A - Form of Lease Agreement

[Attach Lease Agreement]

Exhibit B - Property Description/Floor Plan

[Attach as applicable]

Exhibit C - Insurance Requirements Summary

[Attach summary of required coverage]

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LEGAL REFERENCES

• DGCL Section 122(4) - Power to Lease Property
• DGCL Section 141 - Board of Directors; Powers
• DGCL Section 271 - Sale, Lease, or Exchange of Assets (for leases as lessor)
• MBCA Section 3.02 - General Powers
• MBCA Section 12.02 - Sale of Assets Other Than in Regular Course of Business

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This template is designed for Delaware corporations but may be adapted for other jurisdictions. Commercial leases involve significant financial commitments and legal obligations. Consult qualified legal counsel before execution.