/Docs/G/SeriesSeed-Cooley-CmA/notes/Board_Consent/0.md
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Action by Unanimous Written Consent of the Board of Directors of {Company.Name.Full}

• WHEREAS, the Board has determined that it is in the best interests of the {_Company} to raise up to {Seed.Round.Total.$} through the authorization, sale and issuance of convertible promissory notes, in substantially the form attached hereto as Exhibit A (the "Notes"); and
• WHEREAS, after careful consideration, the Board has determined that the terms and conditions of the Notes are just, equitable and fair as to the {_Company} and that it is in the best interests of the {_Company} to enter into the Notes subject to the terms and conditions agreed upon by the parties.

NOW, THEREFORE, BE IT RESOLVED, that the Notes are approved in all respects;