Board Resolution - Issue Shares

BOARD RESOLUTION — DIRECT ISSUANCE OF SHARES TO NAMED RECIPIENTS

[COMPANY NAME], a Delaware corporation

I. BOARD ACTION AND REQUIRED MATERIALS

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 "Corporation")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

Before adoption, attach or identify:

1. the current certificate of incorporation, bylaws, Board composition, stock ledger, and fully diluted capitalization table;
2. every class or series designation, reservation, subscription, option, warrant, convertible security, preemptive right, investor consent, and contractual restriction;
3. the final purchase, restricted-stock, subscription, services, settlement, or other issuance agreement for each named recipient;
4. the consideration and valuation record, recipient-interest disclosures, securities-law memorandum, and tax or compensation instructions; and
5. the share reconciliation, recipient schedule, closing certificate, and specific prior-actions schedule below.

This form is deliberately limited to a direct Board issuance to recipients named in Article III. It does not delegate issuance authority under § 152(b). Use a plan-, option-, warrant-, conversion-, financing-, merger-, stock-dividend-, or delegated-issuance resolution when those paths apply.

II. RECITALS

WHEREAS, under 8 Del. C. § 141(a), the Corporation's business and affairs are managed by or under the direction of its Board of Directors (the "Board");

WHEREAS, the certificate of incorporation and any valid designation authorize the exact class or series and rights listed below under § 151;

WHEREAS, the Secretary has completed the § 161 reconciliation in Section 3.1 and confirmed that the proposed shares are authorized, unissued, unsubscribed, and otherwise uncommitted;

WHEREAS, the Board has reviewed the exact recipients, consideration, agreements, conflicts, restrictions, exemption analysis, valuation materials, and closing conditions identified in the schedules;

WHEREAS, the Board has determined in its judgment that the direct issuance is in the best interests of the Corporation and its stockholders;

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

III. DIRECT ISSUANCE TERMS

3.1 Share Availability Reconciliation

Under 8 Del. C. § 161, the proposed shares must be within the certificate authorization and must not already be issued, subscribed for, or otherwise committed to be issued.

3.2 Named Recipients and Exact Terms

3.3 Consideration and Receipt

This form does not determine fair market value or tax treatment. Attach the valuation, accounting, tax, compensation, or other adviser record actually used.

3.4 Restricted-Share Terms, if Applicable

Delete this section for unrestricted shares. The final restricted-stock agreement must contain every approved vesting, repurchase, transfer, escrow, voting, dividend, termination, and acceleration term; no "standard form" is approved unless attached.

3.5 Existing Rights, Consents, and Recipient Interests

IV. OPERATIVE RESOLUTIONS

4.1 Direct Board Issuance

RESOLVED, that under 8 Del. C. §§ 151–153 and 161, the Board directly authorizes only the issuance to the named recipients, in the share numbers, at the times, for the consideration, and under the agreements stated in Article III;

4.2 Adequacy, Par Value, and Fully Paid Status

RESOLVED FURTHER, that the Board determines the consideration in Section 3.3 to be adequate. For par-value shares, the value is not less than the aggregate par value required by § 153(a). Under § 152(d), stock issued in accordance with § 152 is deemed fully paid and nonassessable only upon the Corporation's receipt of the consideration for which the issuance was authorized, subject to that subsection's terms;

4.3 No Delegation or Substitute Recipient

No authority is delegated under § 152(b). No officer or other person may select or substitute a recipient, increase shares, change the issuance time, reduce or change consideration, change vesting or repurchase terms, or issue shares to itself. Any change requires further Board approval;

4.4 Certificates or Uncertificated Shares

RESOLVED FURTHER, that the shares shall be:

☐ represented by certificates meeting the certificate, agreement, and 8 Del. C. § 158 requirements; or

☐ issued in uncertificated form only if a valid Board resolution provides for that form under § 158.

4.5 Securities, Tax, Compensation, and Legend Instructions

Only the exemption, registration, disclosure, representation, legend, stop-transfer, notice, filing, fee, withholding, payroll, valuation, and tax instructions identified by counsel and advisers in Schedule 2 are approved. This resolution does not adopt a generic private-placement legend, prescribe a tax form, or conclude that any exemption applies;

4.6 Issuance Closing Certificate

Before delivery of a certificate, creation of an uncertificated position, or entry in the stock ledger, the Authorized Officer, Chief Financial Officer, Secretary, and counsel shall sign Schedule 3, confirming certificate authority, share availability, named-recipient identity, agreement execution, consideration and par-value compliance, recipient-interest process, exemption instructions, required consents, and receipt or approved receipt mechanics;

4.7 Stock Ledger and Capitalization Table

RESOLVED FURTHER, that only after Schedule 3 is signed shall the Secretary record the exact issuance in the stock ledger and capitalization table and retain the agreements, consideration evidence, certificate or book-entry record, exemption file, tax instructions, and closing certificate;

4.8 Authorized Officers and Limits

No unnamed officer receives authority. Named officers may implement only the direct issuance approved above and may not amend any material term or waive the closing certificate;

4.9 Specific Prior Actions

RESOLVED FURTHER, that only prior actions specifically listed in Schedule 4, after disclosure to the Board and only to the extent within the Corporation's power and consistent with this direct issuance, are ratified. If Schedule 4 lists no action, no prior action is ratified.

V. COMPLIANCE CHECKLIST

☐ Certificate and any designation authorize the exact class or series and rights
☐ Section 3.1 share reconciliation completed
☐ Every recipient, share number, issuance time, consideration, and agreement completed
☐ Existing reservations, subscriptions, commitments, preemptive rights, investor rights, and consents reviewed
☐ Current § 144 process completed for each director, officer, or controlling-stockholder transaction
☐ Board valuation and par-value floor documented
☐ Restricted-share terms and final agreements completed or marked not applicable
☐ No § 152(b) delegation or substitute-recipient authority granted
☐ Securities-law and adviser Schedule 2 completed
☐ Schedule 3 closing certificate signed before issuance or ledger entry
☐ Consideration received or approved receipt mechanics documented
☐ Stock ledger and capitalization table updated after closing

VI. EXECUTION

Option A — Unanimous Written Consent

Unless the certificate of incorporation or bylaws restrict action without a meeting, 8 Del. C. § 141(f) permits Board action when all Board members consent in writing or by electronic transmission. After action is taken, the consent record must be filed with the Board minutes.

IN WITNESS WHEREOF, the undersigned, constituting all current Board members, consent to these resolutions effective at the Effective Time.

Option B — Meeting Minutes Certification

Under 8 Del. C. § 141(b), a majority of the total number of directors is the default quorum and the vote of a majority present at a meeting with quorum is the default Board act, subject to valid certificate or bylaw provisions.

I, [NAME], Secretary of [COMPANY NAME], certify that these resolutions were adopted at a duly called meeting on [DATE], with the following quorum and vote after applying the governing documents and recusals:

Directors then serving: [NUMBER]

Directors present: [NUMBER]

Directors voting for approval: [NUMBER]

Directors voting against / abstaining / recused: [DESCRIBE]

_________________________________
[NAME], Secretary
Date: ______________

SCHEDULES

Schedule 1 — Existing Rights and Consents

Schedule 2 — Securities, Tax, Compensation, and Legend Instructions

Schedule 3 — Direct Issuance Closing Certificate

The undersigned certify immediately before issuance or stock-ledger entry that:

☐ The certificate and any designation authorize the exact class or series and rights.

☐ Section 3.1 remains accurate and sufficient shares remain available under § 161.

☐ Each recipient, share number, issuance time, agreement, and restricted-share term matches Article III.

☐ The consideration is adequate, satisfies any par-value floor, and has been received or will be received exactly as approved.

☐ Required consents, § 144 process, exemption instructions, representations, legends, notices, filings, fees, and adviser instructions are complete or calendared.

☐ No issuance authority has been delegated and no recipient or material term has changed.

Schedule 4 — Specific Prior Actions

OFFICIAL SOURCES

• Delaware Code, Title 8, Chapter 1, Subchapter IV (§§ 141 and 144)
• Delaware Code, Title 8, Chapter 1, Subchapter V (§§ 151–153, 158, and 161)
• Authenticated Delaware Code, Title 8 PDF — current through June 11, 2026