Action by Unanimous Written Consent of the Board of Directors of {Company.Name.Full}
The undersigned, constituting all of the members of the Board of Directors (the "{DefT.Board}") of {Company.Name.Full}, a Delaware corporation (the "{DefT.Company}"), pursuant to Sections 141(f), 242 and 245 of the Delaware General Corporation Law, hereby adopt the following resolutions by written consent:- Amendment and Restatement of Certificate of Incorporation
WHEREAS, the {_Board} hereby declares the advisability of the amendment and restatement of the {_Company}'s Certificate of Incorporation to read in its entirety in the form attached hereto as Exhibit A (the "{DefT.Restated_Certificate}") that, among other things:- increases the number of authorized shares of the {_Company}'s common stock (the "{DefT.Common_Stock}") and preferred stock (the "{DefT.Preferred_Stock}");
- designates {Seed.Authorized.Quantity.#} shares of the {_Company}'s authorized but unissued {_Preferred_Stock} as "Series Seed Preferred Stock" (the "{DefT.Series_Seed_Preferred_Stock}"); and
- sets forth rights, privileges and preferences of the {_Common_Stock} and the {_Series_Seed_Preferred_Stock}.
- RESOLVED, that the {_Restated_Certificate} be, and it hereby is, subject to the approval by the {_Company}'s stockholders, amended and restated to read in the form of the {_Restated_Certificate};
- RESOLVED FURTHER, that the {_Restated_Certificate} be submitted to the {_Company}'s stockholders and that the {_Board} recommends that the {_Company}'s stockholders approve the adoption and filing of the {_Restated_Certificate};
- RESOLVED FURTHER, that the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to take all action deemed necessary or appropriate to solicit the consent of the {_Company}'s stockholders with respect to the {_Restated_Certificate}, and that any and all such actions that may have been taken to date are hereby authorized, ratified, approved and confirmed in all respects; and
- RESOLVED FURTHER, that, upon receipt of such stockholders' consent, the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to make such filings with the Delaware Secretary of State as may be necessary or appropriate with respect to such amendment and restatement.
- Approval of the Series Seed Preferred Stock Financing
WHEREAS, the {_Board} believes it is in the best interests of the {_Company} to issue and sell up to {Seed.Quantity.#} shares of the {_Series_Seed_Preferred_Stock} at a cash purchase price of {Seed.Share.Price.$} per share, which may be paid in cash, conversion of indebtedness or convertible securities, any other lawful form of consideration or any combination thereof.- RESOLVED, that the Series Seed Preferred Stock Investment Agreement providing for, among other things, the issuance and sale by the {_Company} of shares of the {_Series_Seed_Preferred_Stock} at a cash purchase price of {Seed.Share.Price.$} per share in substantially the form attached hereto as Exhibit B (the "{DefT.Purchase_Agreement}"), be, and it hereby is, approved in all respects;
- RESOLVED FURTHER, that the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to execute and deliver the {_Purchase_Agreement} and the Management Rights Letter (collectively, the "Agreements"), and any and all other agreements, certificates or documents required or contemplated by any of the Agreements or deemed necessary or appropriate in connection therewith, and to take all actions deemed necessary or appropriate to cause the {_Company}'s obligations thereunder to be performed;
- RESOLVED FURTHER, that the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to negotiate or otherwise cause such additions, modifications, amendments or deletions to be made to any of the Agreements, and such other agreements, certificates or documents, as any such officer may approve, and the execution and delivery thereof by such officer shall be deemed conclusive evidence of the approval of any such addition, modification, amendment or deletion;
- RESOLVED FURTHER, that up to {Seed.Quantity.#} shares of the {_Series_Seed_Preferred_Stock} be, and they hereby are, reserved for issuance pursuant to the terms and conditions of the {_Purchase_Agreement}, and that the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to sell and issue the {_Series_Seed_Preferred_Stock} for the consideration provided for in the {_Purchase_Agreement} and otherwise upon the terms and conditions described therein;
- RESOLVED FURTHER, that the issuance and delivery of the shares of the {_Common_Stock} issuable upon conversion of the {_Series_Seed_Preferred_Stock} be, and it hereby is, authorized and approved in all respects and {Common.ReservedForSeedConversion.#} shares of the {_Common_Stock} (and any additional shares of the {_Common_Stock} issuable upon conversion of any shares of the {_Series_Seed_Preferred_Stock} issued upon operation of any anti-dilution or other adjustment provisions provided for under the {_Restated_Certificate}) be, and they hereby are, reserved for issuance upon the conversion of the {_Series_Seed_Preferred_Stock};
- RESOLVED FURTHER, that when the consideration provided for in the {_Purchase_Agreement} has been received by the {_Company}, the {_Series_Seed_Preferred_Stock} shall be duly and validly issued, fully-paid and nonassessable, and the shares of the {_Common_Stock} issuable upon conversion of the {_Series_Seed_Preferred_Stock}, when issued upon conversion of the {_Series_Seed_Preferred_Stock} as provided for in the {_Restated_Certificate}, shall be duly and validly issued, fully paid and nonassessable;
- RESOLVED FURTHER, that the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to execute and deliver one or more certificates for the {_Series_Seed_Preferred_Stock} and any shares of the {_Common_Stock} issued upon conversion of the {_Series_Seed_Preferred_Stock}, in such form as may be approved by such officers; and
- RESOLVED FURTHER, that the {_Series_Seed_Preferred_Stock} shall be offered, sold and issued in reliance on any applicable exemption from registration provided by the Securities Act of 1933, as amended, and any applicable exemption under applicable state blue sky laws, and that the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to execute and file any forms, certificates, notices or other documents that are necessary or appropriate pursuant to federal or state securities laws.
- Additional Filings
RESOLVED, that the appropriate officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to make such filings and applications, to execute and deliver such documents and instruments, and to do such acts and things as any such officer deems necessary or appropriate in order to implement the foregoing resolutions. - General Authorizing Resolution
RESOLVED, that the officers of the {_Company} be, and each of them hereby is, authorized and directed, for and on behalf of the {_Company}, to take such further actions and execute such documents as may be necessary or appropriate in order to implement the foregoing resolutions. - (Signature Page Follows)
- This Action by Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the {_Company}.
- The undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.
- {Director.By.Sec}
Exhibit A
{_Restated_Certificate}
{Annex.RestatedCertificate.Sec}Exhibit B
{_Purchase_Agreement}
{Annex.PurchaseAgreement.Sec}