Company Consent, Right of First Refusal Waiver and Transfer Approval — Private Company Secondary Sale

Matter Completion Sheet — Complete Before Circulation

COMPANY CONSENT AND TRANSFER APPROVAL

This Company Consent, Right of First Refusal Waiver and Transfer Approval (this “Consent”) is made as of [DATE] by [COMPANY LEGAL NAME], a [STATE] corporation (the “Company”), and the undersigned holders of applicable rights (each, a “Consenting Holder”), with respect to the proposed transfer described below.

Recitals

A. [SELLER] (“Seller”) proposes to transfer to [PURCHASER] (“Purchaser”) [NUMBER] shares of [CLASS/SERIES] stock of the Company (the “Transferred Shares”) under a Stock Purchase Agreement dated [DATE] (the “Purchase Agreement”).

B. The Transferred Shares and proposed transfer may be subject to rights of first refusal, co-sale rights, consent rights, transfer restrictions, legends, lock-ups, voting arrangements and other requirements under the documents listed on Schedule 1 (collectively, the “Transfer Controls”).

C. The Company and Consenting Holders desire to approve the transaction only on the express terms and conditions in this Consent, without waiving any other right or making any representation about the transaction’s price, merits or tax treatment.

The parties therefore agree as follows:

1. Transaction Identification

1.1 Proposed Transfer

The approved transaction is limited to the sale by Seller to Purchaser of the Transferred Shares for $[PRICE] per share and $[AGGREGATE PRICE] in the aggregate, with Closing scheduled for [DATE], substantially on the terms of the Purchase Agreement delivered to the Company on [DATE]. Any change in purchaser, share number, class, price, form of consideration, side arrangement, closing date beyond [NUMBER] days, or material term requires renewed written approval unless an authorized Company officer determines in writing that the change is immaterial and does not affect any holder’s rights.

1.2 No Approval of Undisclosed Arrangement

This Consent does not approve any option, forward, participation, voting commitment, proxy, economic transfer, side payment, financing, pledge or related-party arrangement not expressly described on Schedule 2.

2. Company Findings and Approval

2.1 Review Record

The Company confirms that authorized representatives reviewed the Purchase Agreement, the Transfer Controls identified on Schedule 1, the Company’s stock ledger and capitalization records, and the closing requirements on Schedule 3. The Company relied on Seller’s and Purchaser’s certifications and on advice identified in the board or committee record; it did not independently verify investment value or tax treatment.

2.2 Conditional Consent

Subject to satisfaction of every condition in Section 5, the Company consents to the transfer and authorizes its [SECRETARY / TRANSFER AGENT / AUTHORIZED OFFICER] to register Purchaser as record holder of the Transferred Shares. The consent becomes effective only at the Closing and automatically lapses at [TIME] on [OUTSIDE DATE] if the Closing has not occurred.

2.3 Corporate Authority

The approval was granted by [BOARD / DISINTERESTED COMMITTEE / AUTHORIZED OFFICER] under authority described on Schedule 4. If board or committee action is required, the resolutions and conflict disclosures are attached. Nothing in this Consent delegates nondelegable authority or overrides the Company’s certificate of incorporation or Applicable Law.

2.4 No Company Recommendation

The Company does not recommend the purchase or sale, determine fairness, validate the transaction price, broker the transaction, guarantee Seller’s title, confirm an exemption, or undertake to provide future liquidity. Its participation is administrative and protective of the Company and its stockholders.

3. ROFR and Co-Sale Process

3.1 Transfer Notice

Seller delivered a written transfer notice on [DATE] describing the proposed purchaser, securities, price, form of consideration and material terms. The Company determined on [DATE] that the notice was [COMPLETE / COMPLETE SUBJECT TO THE SUPPLEMENT DATED [DATE]]. The applicable response period began on [DATE] and expires or expired on [DATE].

3.2 Company ROFR

With respect to any Company right of first refusal, the Company [WAIVES THE RIGHT FOR THIS TRANSACTION ONLY / ELECTS TO PURCHASE [NUMBER] SHARES ON THE SAME TERMS / ACKNOWLEDGES THAT THE RIGHT EXPIRED UNEXERCISED]. Any election is effective only to the extent validly authorized, funded and completed under the applicable Transfer Control.

3.3 Holder ROFR

Each undersigned Consenting Holder [WAIVES / DECLINES / CONFIRMS EXPIRATION OF] its right to purchase the number of shares stated beside its signature. No waiver is attributed to a person who did not sign or whose right did not otherwise expire under its terms.

3.4 Co-Sale Rights

The co-sale process is documented on Schedule 5. Each eligible holder either: (a) elected to include the number of shares shown; (b) waived participation for this transaction only; or (c) allowed its right to expire. If co-sale participation changes the allocation, Seller, Purchaser and the participating holders shall sign a conformed purchase agreement or allocation schedule before Closing.

3.5 One-Time, Transaction-Specific Waiver

Each waiver in this Section applies only to the exact transaction described in Section 1. It does not amend a Transfer Control, establish a course of dealing, waive a future breach, shorten a notice period, or waive rights in a subsequent transfer.

4. Other Consents and Waivers

4.1 Voting and Investor Agreements

The parties identified on Schedule 6 consent to Purchaser’s execution of the specified joinders and to the resulting allocation of rights and obligations. No registration, information, inspection, preemptive, protective, board designation, voting or drag-along right transfers except as expressly provided in the applicable agreement and joinder.

4.2 Equity Award and Repurchase Rights

[The Transferred Shares are fully vested and no longer subject to a Company repurchase right / The unvested or repurchase-subject shares identified on Schedule 6 may not be transferred / The Company expressly assigns or preserves the repurchase right as stated on Schedule 6.] Counsel must reconcile this clause with the original issuance documents and stock ledger.

4.3 Lock-Up, Pledge and Third-Party Restrictions

Any lock-up, lender consent, pledge release, marital consent, court order or other third-party restriction is addressed only by the signed instrument identified on Schedule 6. The Company does not represent that a non-signatory’s consent has been obtained.

5. Conditions to Effectiveness

This Consent is effective only when the Company has received, in form reasonably satisfactory to its counsel:

• the final executed Purchase Agreement, with no undisclosed side letter or economic arrangement;
• evidence that each Transfer Control was satisfied, expired, exercised or waived by the proper person;
• a Company-approved legal basis for the private resale and any required state-law compliance;
• Seller’s ownership and no-encumbrance certificate and authentic transfer instructions;
• Purchaser’s suitability and investment representations, identity and beneficial-ownership information;
• all joinders, adherence agreements, spouse or partner consents, pledge releases and lost-certificate documentation;
• confirmation that funds are available for simultaneous release and any disclosed administrative fee has been paid;
• no injunction, legal prohibition, sanctions issue, blackout violation or undisclosed conflict; and
• the closing coordinator’s completed certificate under Schedule 3.

An authorized officer may confirm satisfaction of ministerial conditions but may not waive a material condition reserved to the board, committee or right holder.

6. Purchaser Assumption and Legends

6.1 Joinder Requirement

Purchaser shall execute the Stockholder Agreement Joinder attached as Exhibit A and any other adherence document identified on Schedule 6. Purchaser receives only the rights that the relevant agreement grants to a permitted transferee; Seller-specific, major-investor, founder, board designation or personal rights do not transfer unless the agreement and required approving parties expressly provide otherwise.

6.2 Legends and Uncertificated Notices

The Company may place on its stock ledger, any certificate and any uncertificated-share notice legends or notices concerning securities-law restrictions, the Transfer Controls, repurchase rights and other valid restrictions. The form of notice is attached as Exhibit B and must be conformed to current law and the Company Documents.

6.3 Stop-Transfer Instructions

The Company may maintain reasonable stop-transfer instructions to enforce valid restrictions. It shall remove or modify them only upon receipt of evidence reasonably satisfactory to Company counsel that the applicable restriction has expired, been waived or is unenforceable against the proposed transferee.

7. Information, Confidentiality and No Reliance

7.1 Authorized Information Process

Any Company information provided for the transaction must be delivered through the Company-approved process. Seller may not disclose confidential Company information merely because Seller owns shares. Purchaser shall use nonpublic information solely to evaluate and complete the transaction and shall remain bound by any nondisclosure agreement.

7.2 Information Parity and Material Developments

Before Closing, the designated Company officer shall confirm whether any approved disclosure package requires supplementation for a material development. This process does not create a duty to disclose beyond Applicable Law or contract and does not permit selective disclosure that would violate a duty or Company policy.

7.3 No Reliance on Consent

Seller and Purchaser acknowledge that this Consent is not an opinion that the transaction is advisable, fair, tax-efficient or legally exempt. Each relies on its own advisers and the express representations of its counterparty.

8. Closing and Stock Ledger Instructions

8.1 Delivery Versus Payment

No transfer shall be registered until the closing coordinator confirms the approved funds-flow sequence and holds all required documents for simultaneous release. A provisional entry may be reversed if the purchase price or transfer instruments fail to release.

8.2 Ledger Update

At effectiveness, the Secretary or transfer agent shall cancel or debit Seller’s record position by the number of Transferred Shares, establish Purchaser’s record position, preserve acquisition-date and legend data as appropriate, and retain the executed closing set with the stock records. The post-Closing ledger excerpt shall be reviewed by two authorized persons or by one authorized person and the independent transfer agent.

8.3 Certificate and Book-Entry Controls

Any certificate surrendered shall be cancelled and retained or destroyed under Company policy. A lost certificate requires the approved affidavit, indemnity and, if determined appropriate, bond. For uncertificated shares, the Company shall send the required notice to Purchaser and update the platform only after the authoritative ledger is updated.

9. Conflict and Fiduciary Process

9.1 Disclosures

Each director and officer participating in approval disclosed any financial, familial, employment, investment or other material interest in the transaction. The disclosure record is attached or incorporated in the minutes identified on Schedule 4.

9.2 Recusal and Disinterested Approval

Interested persons did not participate in deliberation or voting except to provide requested information, unless counsel documented a lawful alternative process. The approving body considered the transaction’s effect on the Company, capitalization, employee incentives, investor relationships, information practices and future financing.

9.3 No Precedent

Approval does not require approval of another stockholder’s transfer. The Company may apply reasonable, consistently administered liquidity criteria and may consider different facts, legal requirements and capitalization effects in future cases.

10. Reliance; Liability; Indemnity

The Company and Consenting Holders may rely on executed certificates, joinders and transfer instructions absent actual knowledge of falsity. Seller and Purchaser jointly and severally [OR SEVERALLY, NOT JOINTLY] indemnify the Company, its directors, officers and agents for losses arising from a material inaccuracy in their submitted documents, an undisclosed side arrangement, broker claim or failure to pay agreed expenses, except to the extent caused by the indemnified person’s fraud, willful misconduct or knowing violation of law. Counsel shall select the liability structure and any cap.

11. Miscellaneous

This Consent may be signed in counterparts and electronically. An amendment affecting a Consenting Holder’s right requires that holder’s written consent. The laws of [STATE] govern, except internal-affairs matters are governed by the Company’s state of incorporation. If a provision is invalid, it shall be narrowed or severed without expanding any waiver. The Company may retain this Consent in its minute book and stock records.

Signature Page

COMPANY:
[COMPANY LEGAL NAME]
By: ______________________________
Name: [●]
Title: [●]
Date: [●]

SELLER — ACKNOWLEDGED AND AGREED:
[SELLER NAME]
Signature: ________________________
Date: [●]

PURCHASER — ACKNOWLEDGED AND AGREED:
[PURCHASER NAME]
By: ______________________________
Name/Title: [●]
Date: [●]

CONSENTING HOLDER:
[HOLDER NAME]
Right held: [COMPANY ROFR / HOLDER ROFR / CO-SALE / CONSENT / OTHER]
Election or waiver: [●]
Signature: ________________________
Date: [●]

Schedules and Exhibits

Schedule 1 — Transfer Controls Reviewed

Schedule 2 — Approved Transaction and Side Arrangements

Schedule 3 — Conditions and Closing Certificate

Closing coordinator certification: I reviewed the items above and, without opining on legal conclusions reserved to counsel, confirm that the documentary conditions marked satisfied are in the closing file.
Name/Title: [●]
Signature/Date: [●]

Schedule 4 — Approval Authority and Conflict Record

Identify the authorizing resolutions, delegated authority, directors or officers present, disclosures made, recusals, voting result, advice received and the location of the final minutes.

Schedule 5 — ROFR and Co-Sale Elections

Schedule 6 — Joinders, Consents and Continuing Restrictions

Exhibit A — Form of Stockholder Agreement Joinder

Attach EF-091 or the conformed matter-specific joinder.

Exhibit B — Required Legends or Uncertificated-Share Notice

[INSERT COUNSEL-APPROVED SECURITIES AND CONTRACTUAL LEGENDS OR NOTICES; DO NOT USE A GENERIC LEGEND WITHOUT CURRENT-LAW AND DOCUMENT REVIEW.]

Website Posting README — Not Part of the Agreement

What this form is for

This form records the issuer-side approval process for a private-company secondary sale. It separates the Company’s conditional administrative consent from waivers that must be granted by particular right holders, and it creates a closing and stock-ledger control record. It is not a substitute for the Purchase Agreement, a board consent, a stockholder joinder or a legal opinion.

AI completion prompt

Completion checklist

• Identify the source and holder of every right; do not rely on cap-table labels or informal summaries.
• Confirm notice completeness and calculate each response deadline from the governing document.
• Preserve participation allocations if co-sale holders elect to sell.
• Document board or committee authority, interested-person disclosure and recusals.
• Make the consent lapse if the exact approved transaction does not close by the outside date.
• Require the final purchase agreement and disclose all side arrangements.
• Verify joinders, legends, certificates, identity documents, securities review and funds-flow controls.
• Update the authoritative stock ledger before reflecting the transfer on any convenience platform.

Three-pass quality review

Pass 1 — Rights map. Test every signature, notice, deadline, election and waiver against its source document. Pass 2 — Corporate process. Test authority, conflicts, fiduciary record, information controls and equal-treatment implications. Pass 3 — Closing control. Test conditions, documents, funds flow, legends, ledger update, post-closing evidence and archival record.

Attorney-review warning

A defective consent can impair contractual rights, misstate authority or facilitate an unlawful resale. Qualified counsel must review current law, the Company Documents and the complete factual record before use.