/Docs/G/SeriesSeed-Cooley-CmA/Demo/Acme_Equity_ClosingBinder.md
  Source views: Source JSON(ish) on GitHub (VSCode)   Doc views: Document (&k=BoardConsent.Sec): Visual Print Technical: OpenParameters Xray

---

Action by Unanimous Written Consent of the Board of Directors of Acme Incorporated
The undersigned, constituting all of the members of the Board of Directors (the "{DefT.Board}") of Acme Incorporated, 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 1,000,000 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 50,000 shares of the Series Seed Preferred Stock at a cash purchase price of $10.00 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 $10.00 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 50,000 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 50,000 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.

• Barbara O'Reilly

  ("O'Reilly")

  ________________________

  Date: ________________________ Signed at: Dublin, {Adr.State}, Ireland

  
  

  Geraldine Graber

  ("Graber")

  ________________________

  Date: ________________________ Signed at: Cambridge, Massachusetts, United States of America

  
  

  Solomon Shirley

  ("Shirley")

  ________________________

  Date: ________________________ Signed at: Waltham, Massachusetts, United States of America

• Exhibit A
  Restated Certificate

  ---

  {Annex.RestatedCertificate.Sec}

• Exhibit B
  Purchase Agreement

  ---

  {Annex.PurchaseAgreement.Sec}