Narrative. Even the simplest founder stock issuance requires a formal board action: the DGCL requires the board (or a duly authorized committee) to approve all issuances of stock, fix the consideration received, and determine that the consideration is adequate under § 153. This consent is the minute-book record of that action. Big-law practice bundles this with: (a) the adoption of the form of Restricted Stock Purchase Agreement, (b) the reservation of shares for the equity incentive plan, (c) appointment of officers, and (d) adoption of initial bank and contract signing authorities. For this form we isolate the stock-issuance resolutions; other initial-board actions are covered in the separate Initial Board Consent form.

The undersigned, being all of the members of the Board of Directors (the “Board“) of [COMPANY NAME], Inc., a Delaware corporation (the “Company“), acting by written consent in lieu of a meeting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, hereby adopt the following resolutions:

1. Approval of Founder Stock Issuances

WHEREAS, the Board has reviewed a form of Restricted Stock Purchase Agreement (the “RSPA“) presented to the Board, together with a schedule of proposed issuances of shares of the Company’s Common Stock (the “Founder Stock Issuances“) to the individuals listed below (each a “Founder“);

WHEREAS, the Board has determined that the aggregate consideration to be received by the Company for each Founder Stock Issuance — consisting of cash, services previously rendered, and/or contribution of intellectual property — is adequate consideration for such issuance within the meaning of Section 153 of the General Corporation Law of the State of Delaware; and

WHEREAS, the Board has determined that the Founder Stock Issuances are in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT RESOLVED, that the form of Restricted Stock Purchase Agreement presented to the Board is hereby approved and adopted in all respects;

RESOLVED FURTHER, that the Company is authorized and directed to issue the following shares of Common Stock to the following individuals upon execution of an RSPA substantially in the form presented:

| Founder | Number of Shares | Purchase Price per Share | Consideration | |—|—|—|—| | [FOUNDER 1] | [#] | $[PRICE] | [Cash / Services / IP] | | [FOUNDER 2] | [#] | $[PRICE] | [Cash / Services / IP] | | [FOUNDER 3] | [#] | $[PRICE] | [Cash / Services / IP] |

RESOLVED FURTHER, that the Board hereby determines, in accordance with Section 153(a) of the General Corporation Law of the State of Delaware, that the consideration to be received by the Company for the foregoing shares is adequate;

RESOLVED FURTHER, that the shares issued pursuant to the RSPA shall be fully paid and non-assessable upon receipt by the Company of the applicable consideration;

2. Omnibus Authority

RESOLVED, that the officers of the Company are, and each of them hereby is, authorized, empowered, and directed to execute and deliver, on behalf of the Company, any and all agreements, instruments, certificates, and other documents, and to take any and all further actions, that such officer may deem necessary or advisable to effectuate the purposes of the foregoing resolutions, the taking of any such action to constitute conclusive evidence of the approval thereof by the Board.

3. Ratification

RESOLVED, that any and all actions previously taken by any officer, director, or authorized agent of the Company in furtherance of the foregoing resolutions are hereby ratified, confirmed, and approved in all respects.

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This Action by Written Consent may be executed in counterparts, including by electronic signature, and shall be effective as of the latest date set forth below. This Consent shall be filed with the minutes of the proceedings of the Board.

DIRECTOR 1: _______________________ Date: _______________ Name: [NAME]

DIRECTOR 2: _______________________ Date: _______________ Name: [NAME]

DIRECTOR 3: _______________________ Date: _______________ Name: [NAME]

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.