UNANIMOUS WRITTEN CONSENT OF STOCKHOLDERS

[COMPANY NAME], a Delaware Corporation

---

[// GUIDANCE: Under DGCL Section 228(a), stockholders may take action by written consent without a meeting if the consent is signed by stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. For private companies, UNANIMOUS consent is typically required unless the Certificate of Incorporation permits less-than-unanimous consent. For public companies, DGCL Section 228(a) permits the Certificate to prohibit stockholder action by written consent entirely. Under MBCA Section 7.04, stockholders may take action by unanimous written consent unless the articles permit action by less than unanimous consent.]

---

I. DOCUMENT HEADER

Corporation: [COMPANY NAME], a Delaware corporation (the "Corporation")
Date of Consent: [DATE]
Effective Date: [DATE, if different from date of consent]

---

II. RECITALS

WHEREAS, the undersigned constitute all of the holders of the issued and outstanding shares of capital stock of the Corporation entitled to vote on the matters set forth herein;

WHEREAS, pursuant to Section 228(a) of the Delaware General Corporation Law (the "DGCL") and Article [NUMBER] of the Corporation's Certificate of Incorporation (the "Certificate"), any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted;

WHEREAS, the undersigned desire to take the actions set forth herein by unanimous written consent in lieu of a meeting of stockholders;

NOW, THEREFORE, the undersigned, being all of the stockholders of the Corporation entitled to vote on the matters set forth herein, hereby consent to the adoption of the following resolutions:

---

III. MATTERS REQUIRING STOCKHOLDER APPROVAL

[// GUIDANCE: Select the applicable matters. Certain actions require stockholder approval under the DGCL, including amendments to the Certificate (Section 242), mergers (Section 251), sale of all or substantially all assets (Section 271), and dissolution (Section 275).]

3.1 Type of Action Being Approved

☐ Amendment of Certificate of Incorporation
☐ Merger or Consolidation
☐ Sale of All or Substantially All Assets
☐ Dissolution
☐ Election of Directors
☐ Ratification of Auditors
☐ Approval of Equity Incentive Plan
☐ Amendment of Bylaws (if stockholder action)
☐ Conversion to Another Entity Type
☐ Other: [DESCRIBE]

3.2 Voting Requirements

Matter	Voting Standard	DGCL Citation
Certificate Amendment	Majority of outstanding shares	Section 242
Merger	Majority of outstanding shares	Section 251
Asset Sale	Majority of outstanding shares	Section 271
Dissolution	Majority of outstanding shares	Section 275
Director Election	Plurality (unless otherwise)	Section 216

---

IV. STOCK OWNERSHIP

4.1 Authorized Capital Stock

Class	Authorized Shares	Par Value
Common Stock	[NUMBER]	$[AMOUNT]
Preferred Stock, Series [A]	[NUMBER]	$[AMOUNT]
Total Authorized	[NUMBER]

4.2 Outstanding Capital Stock

Class	Outstanding Shares	Votes Per Share	Total Votes
Common Stock	[NUMBER]	[1]	[NUMBER]
Preferred Stock, Series [A]	[NUMBER]	[1]	[NUMBER]
Total Outstanding	[NUMBER]		[NUMBER]

4.3 Stockholders Executing This Consent

Stockholder Name	Class	Shares Held	Percentage	Votes
[NAME]	Common	[NUMBER]	[X]%	[NUMBER]
[NAME]	Common	[NUMBER]	[X]%	[NUMBER]
[NAME]	Series A Preferred	[NUMBER]	[X]%	[NUMBER]
TOTAL		[NUMBER]	100%	[NUMBER]

---

V. RESOLUTIONS

RESOLUTION 1: [AMENDMENT OF CERTIFICATE OF INCORPORATION]

[// GUIDANCE: Include if amending the Certificate. Under DGCL Section 242, amendments must be approved by a majority of the outstanding stock entitled to vote.]

RESOLVED, that the Certificate of Incorporation of the Corporation is hereby amended as follows:

[DESCRIBE SPECIFIC AMENDMENT(S)]

RESOLVED FURTHER, that the form of Certificate of Amendment attached hereto as Exhibit A is hereby approved in all respects;

RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed to execute and file the Certificate of Amendment with the Secretary of State of Delaware;

---

RESOLUTION 2: [APPROVAL OF MERGER]

[// GUIDANCE: Include if approving a merger. Under DGCL Section 251(c), stockholders must approve the merger agreement.]

RESOLVED, that the Agreement and Plan of Merger (the "Merger Agreement") by and among the Corporation, [MERGER PARTY], and [MERGER SUB], substantially in the form attached hereto as Exhibit B, is hereby approved and adopted;

RESOLVED FURTHER, that the merger contemplated by the Merger Agreement and all transactions related thereto are hereby approved;

RESOLVED FURTHER, that the officers of the Corporation are hereby authorized to execute and deliver the Merger Agreement and all ancillary documents, and to take all actions necessary to consummate the merger;

---

RESOLUTION 3: [SALE OF ALL OR SUBSTANTIALLY ALL ASSETS]

[// GUIDANCE: Include if approving an asset sale. Under DGCL Section 271, stockholders must approve the sale of all or substantially all assets.]

RESOLVED, that the sale of [all / substantially all] of the assets of the Corporation to [BUYER NAME] pursuant to the Asset Purchase Agreement substantially in the form attached hereto as Exhibit C is hereby approved;

RESOLVED FURTHER, that the officers of the Corporation are hereby authorized to execute and deliver the Asset Purchase Agreement and all ancillary documents, and to take all actions necessary to consummate the sale;

---

RESOLUTION 4: [DISSOLUTION]

[// GUIDANCE: Include if approving dissolution. Under DGCL Section 275, stockholders must approve dissolution.]

RESOLVED, that the dissolution of the Corporation is hereby authorized and approved;

RESOLVED FURTHER, that the form of Certificate of Dissolution attached hereto as Exhibit D is hereby approved;

RESOLVED FURTHER, that the officers of the Corporation are hereby authorized to file the Certificate of Dissolution with the Secretary of State of Delaware and to take all actions necessary to wind up the affairs of the Corporation;

---

RESOLUTION 5: [ELECTION OF DIRECTORS]

[// GUIDANCE: Include if electing directors. Directors are typically elected at annual meetings but may be elected by written consent.]

RESOLVED, that the following persons are hereby elected to serve as directors of the Corporation until their successors are duly elected and qualified or until their earlier resignation or removal:

Director Name	Class (if applicable)	Term Expiration
[NAME]	[CLASS]	[DATE/EVENT]
[NAME]	[CLASS]	[DATE/EVENT]
[NAME]	[CLASS]	[DATE/EVENT]

---

RESOLUTION 6: [APPROVAL OF EQUITY INCENTIVE PLAN]

[// GUIDANCE: Include if approving an equity plan. Stockholder approval may be required for tax purposes (ISO qualification) and stock exchange rules.]

RESOLVED, that the [COMPANY NAME] [YEAR] Equity Incentive Plan (the "Plan"), substantially in the form attached hereto as Exhibit E, is hereby approved and adopted;

RESOLVED FURTHER, that [NUMBER] shares of Common Stock are hereby reserved for issuance under the Plan;

---

RESOLUTION 7: [AMENDMENT OF BYLAWS]

[// GUIDANCE: Include if stockholders are amending bylaws. Under DGCL Section 109, stockholders have the inherent power to amend bylaws.]

RESOLVED, that the Bylaws of the Corporation are hereby amended as set forth in Exhibit F attached hereto;

---

RESOLUTION 8: [RATIFICATION OF BOARD ACTIONS]

RESOLVED, that all actions heretofore taken by the Board of Directors and the officers of the Corporation in connection with the matters described herein are hereby ratified, confirmed, and approved in all respects;

---

RESOLUTION 9: [GENERAL AUTHORIZATION]

RESOLVED, that the officers of the Corporation are hereby authorized and directed, in the name and on behalf of the Corporation, to execute and deliver any and all documents, agreements, certificates, and instruments, and to take any and all actions, as any such officer may deem necessary, advisable, or appropriate to carry out the purposes of the foregoing resolutions, such determination to be conclusively evidenced by such officer's execution or performance thereof.

---

VI. NOTICE TO NON-CONSENTING STOCKHOLDERS

[// GUIDANCE: Under DGCL Section 228(e), if an action is taken by less than unanimous written consent, prompt notice must be given to stockholders who did not consent. If this is a UNANIMOUS consent, this section is not applicable.]

☐ Not applicable (this is unanimous consent of all stockholders)
☐ Notice shall be given to the following non-consenting stockholders within [10] days: [LIST]

---

VII. APPRAISAL RIGHTS NOTICE

[// GUIDANCE: Under DGCL Section 262, stockholders have appraisal rights in certain mergers. If applicable, stockholders must be notified of their appraisal rights.]

☐ Not applicable (transaction does not trigger appraisal rights)
☐ Appraisal rights are available; notice provided as required by DGCL Section 262

---

VIII. EFFECTIVENESS

This Unanimous Written Consent shall be effective as of [DATE], which is the date on which the consent signed by stockholders holding the requisite number of shares has been delivered to the Corporation.

---

IX. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, email (PDF), or other electronic means shall be deemed original signatures for all purposes.

---

X. SIGNATURES

IN WITNESS WHEREOF, the undersigned stockholders have executed this Unanimous Written Consent as of the date(s) set forth below.

---

STOCKHOLDER SIGNATURES

Stockholder 1:

Name: [NAME]
Shares: [NUMBER] shares of [CLASS] Stock
Percentage of Outstanding: [X]%

Signature: _________________________________
Date: ______________

If entity stockholder:
[ENTITY NAME]
By: _________________________________
Name: [NAME]
Title: [TITLE]

---

Stockholder 2:

Name: [NAME]
Shares: [NUMBER] shares of [CLASS] Stock
Percentage of Outstanding: [X]%

Signature: _________________________________
Date: ______________

---

Stockholder 3:

Name: [NAME]
Shares: [NUMBER] shares of [CLASS] Stock
Percentage of Outstanding: [X]%

Signature: _________________________________
Date: ______________

---

[ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED]

---

XI. SECRETARY'S CERTIFICATE

I, [NAME], Secretary of [COMPANY NAME], hereby certify that:

1. The foregoing Unanimous Written Consent was duly executed by all stockholders of the Corporation entitled to vote on the matters set forth therein;
2. The stockholders executing the consent hold 100% of the outstanding shares entitled to vote;
3. This consent has been filed with the minutes of proceedings of stockholders of the Corporation.

_________________________________
[NAME], Secretary
Date: ______________

---

EXHIBITS

Exhibit A - Certificate of Amendment (if applicable)

[Attach]

Exhibit B - Merger Agreement (if applicable)

[Attach]

Exhibit C - Asset Purchase Agreement (if applicable)

[Attach]

Exhibit D - Certificate of Dissolution (if applicable)

[Attach]

Exhibit E - Equity Incentive Plan (if applicable)

[Attach]

Exhibit F - Bylaw Amendments (if applicable)

[Attach]

---

LEGAL REFERENCES

• DGCL Section 141(f) - Action Without Meeting (Directors)
• DGCL Section 211 - Meetings of Stockholders
• DGCL Section 216 - Quorum and Required Vote
• DGCL Section 228 - Consent of Stockholders in Lieu of Meeting
• DGCL Section 242 - Amendment of Certificate of Incorporation
• DGCL Section 251 - Merger or Consolidation
• DGCL Section 262 - Appraisal Rights
• DGCL Section 271 - Sale, Lease, or Exchange of Assets
• DGCL Section 275 - Dissolution
• MBCA Section 7.04 - Action Without Meeting

---

This template is designed for Delaware corporations. Stockholder consents must comply strictly with DGCL Section 228 and the Corporation's Certificate of Incorporation. For public companies, action by written consent may be prohibited. Consult qualified legal counsel before use.