Convertible Note Financing Board Consent and Closing Certificate

This package records board approval of a seed-stage convertible-note financing using a note purchase agreement and short-form notes, then provides an officer certificate for each closing. It does not replace the financing documents or a state-by-state usury, licensing, securities, tax, priority or enforceability analysis.

Matter Completion Sheet

Unanimous Written Consent of the Board of Directors

The undersigned, constituting all members of the Board of Directors (the Board) of [COMPANY NAME], a [STATE] corporation (the Company), adopt the following resolutions by written consent effective as of [DATE AND TIME].

Recitals

WHEREAS, management has presented a proposed financing under which the Company would issue convertible promissory notes under the note purchase agreement substantially in the forms attached as Exhibit A (collectively, the Financing Documents);

WHEREAS, the Board has reviewed the Company’s liquidity needs and alternatives, the proposed debt and conversion terms, the capitalization and conversion model in Exhibit B, the maturity and downside scenarios, the side-rights register in Exhibit C, and material legal and commercial risks;

WHEREAS, the Board has considered existing debt, liens, negative pledges, subordination obligations, preemptive and consent rights, prior convertible instruments, the selected private-offering path and any involvement of a broker or finder;

WHEREAS, each director has disclosed any direct or indirect interest in a purchaser, lender, intermediary or use of proceeds, and the participation or recusal process appears in Exhibit D; and

WHEREAS, subject to the controls below, the Board has determined that the Financing is advisable and in the best interests of the Company and its stockholders.

1. Approval of Financing and Facility Limit

RESOLVED, that the Company is authorized to issue notes with aggregate original principal not exceeding $[MAXIMUM PRINCIPAL] under the NPA through [OUTSIDE DATE];

RESOLVED FURTHER, that the target principal is $[●], the minimum first closing is $[● / NONE], and no officer may increase the maximum, extend maturity, extend the rolling-close period or materially alter conversion or repayment economics without further Board approval.

2. Approval of NPA and Note

RESOLVED, that the NPA and form of note attached as Exhibit A are approved with the following guardrails: interest rate [●]% [simple / compounded as stated], maturity [DATE / months], valuation cap $[●], discount [●]%, qualified-financing threshold $[●], default rate [●]% subject to law, and change-of-control treatment [SUMMARY];

RESOLVED FURTHER, that authorized officers may complete purchaser names, principal amounts, dates, notice information and administrative blanks, but may not change payment priority, security, subordination, conversion formula, maturity, interest, default, amendment, waiver, prepayment or change-of-control treatment except within a variance expressly approved in Exhibit A.

3. Conversion Architecture and Capitalization Control

RESOLVED, that the officers must apply the conversion terms exactly as approved for a qualified financing, non-qualified financing, maturity election and change of control, including the class or shadow series issued, price formula, accrued-interest treatment, rounding and required joinders;

RESOLVED FURTHER, that the model in Exhibit B must include all notes, SAFEs, warrants, options, promised equity and option-pool assumptions and must show outcomes at target and maximum principal, at valuations below, at and above the cap, and at maturity and exit;

RESOLVED FURTHER, that a material difference between actual capitalization and Exhibit B is a stop-closing event until reconciled and reported.

4. Interest, Maturity and Payment Controls

RESOLVED, that finance will maintain a note register showing original principal, issue date, interest convention, accrued interest, maturity and holder; calculate accruals under a documented day-count and compounding method; and independently review any payment or conversion calculation;

RESOLVED FURTHER, that no principal, interest, premium or default amount may exceed applicable law. Any extension, capitalization of interest, maturity conversion, forbearance, waiver or repayment requires the approval and holder action specified in the Financing Documents and a refreshed legal and liquidity analysis.

5. Ranking, Security and Subordination

RESOLVED, that the notes are [UNSECURED / SECURED AS DESCRIBED IN EXHIBIT E] and rank [PARI PASSU / AS STATED] with the obligations identified in Exhibit E;

RESOLVED FURTHER, that any security interest, guaranty, negative pledge, subordination, intercreditor arrangement, collateral filing or control agreement requires the separately approved documents and perfection plan in Exhibit E. No officer may imply secured or senior status not created and perfected under applicable law.

6. Prepayment and Change of Control

RESOLVED, that prepayment is permitted only on the terms in the approved note, including any holder consent, premium, pro rata treatment and notice. Before a sale, merger or other change of control, the Company must prepare a payoff/conversion waterfall covering debt, senior securities, accrued interest, elections, escrows, holdbacks and contingent consideration;

RESOLVED FURTHER, that management may not structure around a change-of-control definition or favor an affiliated holder without further conflict review and approval.

7. Side Letters and Holder Rights

RESOLVED, that only the side rights listed in Exhibit C are authorized. Any MFN, pro rata, information, observer, consent, most-senior, expense or other special right must identify the related note, applicable threshold, transfer rule, priority, amendment interaction and sunset;

RESOLVED FURTHER, that a later issuance with different economics or priority must be tested against all MFN, pari passu, consent and amendment provisions before commitment.

8. Existing Debt, Liens and Contractual Consents

RESOLVED, that counsel and an Authorized Officer must confirm before closing that the Financing complies with the charter, bylaws, investor agreements, prior convertibles, loan documents, security agreements, negative pledges, bank covenants and material contracts and that all required notices, waivers and consents have been obtained;

RESOLVED FURTHER, that any undisclosed lien, cross-default or priority conflict is a stop-closing issue.

9. Lending, Usury and Tax Review

RESOLVED, that counsel will analyze applicable usury, lending-license, choice-of-law, fee, default-rate, compounding and entity-borrower rules for the Company and each relevant jurisdiction and will document any required savings or structural provision;

RESOLVED FURTHER, that tax advisers will review original issue discount, interest accrual, conversion, withholding and reporting issues when material, and finance will implement the approved reporting process.

10. Securities-Law Compliance

RESOLVED, that the offer and sale of the notes will proceed under [RULE 506(b) / RULE 506(c) / SECTION 4(a)(2) / OTHER] and applicable state law, subject to the approved solicitation, investor-eligibility, bad-actor, disclosure, integration, legend and notice-filing plan;

RESOLVED FURTHER, that conversion shares must be validly authorized and issued under the corporate approvals and securities-law analysis applicable at conversion; this approval does not reserve or create a series beyond the Company’s lawful authority.

11. Investors, Funds and Closing Controls

RESOLVED, that each purchaser must provide the approved questionnaire, authority evidence and required sanctions, beneficial-owner, source-of-funds and accreditation evidence before acceptance;

RESOLVED FURTHER, that funds must be sent under independently verified instructions and matched to the accepted purchaser. Receipt of funds alone does not issue a note. The NPA joinder, note, cleared funds, acceptance and register entry must be linked to a single closing record.

12. Brokers, Finders and Transaction Compensation

RESOLVED, that [no broker or finder is authorized / the engagement identified in Exhibit F is approved subject to counsel’s registration and disclosure analysis]; and

RESOLVED FURTHER, that no transaction-based compensation, success fee or contingent equity may be promised or paid without further approval.

13. Officers’ Authority and Change Control

RESOLVED, that [TITLES] are authorized to negotiate, execute and deliver the Financing Documents and related certificates, questionnaires, notices and filings, with changes that counsel and the Authorized Officer determine are nonmaterial and within the guardrails;

RESOLVED FURTHER, that every change from the approved form must appear in a closing variance log. A material economic, maturity, priority, security, liability, amendment or governance change requires further Board approval.

14. Records, Filings and Administration

RESOLVED, that after each closing the officers will update the note register, capitalization platform and accounting records; retain final native and PDF documents; reconcile proceeds; deliver a closing memorandum; calendar interest, maturity, information and conversion dates; and make required Form D and state filings;

RESOLVED FURTHER, that finance will report outstanding principal, accrued interest, remaining authorization and approaching maturity to the Board at least [QUARTERLY / MONTHLY].

15. Ratification and Limits

RESOLVED, that prior actions within the scope of these resolutions are ratified, but no undisclosed conflict, unauthorized public solicitation, unregistered brokerage activity, inaccurate capitalization statement, impermissible interest or side promise is ratified.

16. Effectiveness

RESOLVED, that this consent may be executed in counterparts and electronically, becomes effective only when signed as required by the governing documents and law, and will be filed with all final exhibits in the corporate records.

Signature Page

Directors

__________________________________
[NAME], Director
Date/Time: [●]

__________________________________
[NAME], Director
Date/Time: [●]

__________________________________
[NAME], Director
Date/Time: [●]

Officer Closing Certificate

The undersigned [TITLE] certifies to the Board and the Company as of [CLOSING DATE AND TIME], after reasonable inquiry, that:

1. The foregoing consent remains effective and the undersigned is authorized to close within its guardrails.
2. The executed NPA and notes match the approved forms except for the changes listed in Annex 1.
3. The purchasers, principal amounts, issue dates, note IDs, side letters, signatures and cleared funds in Annex 2 agree to the note register, bank records and capitalization platform.
4. Aggregate original principal after closing is $[●], not more than the approved maximum.
5. Interest, maturity, conversion, change-of-control, payment, ranking and security terms agree across all Financing Documents.
6. Investor questionnaires and the evidence listed in Annex 3 are complete, with exceptions disclosed rather than assumed away.
7. Existing-debt, lien, consent, conflict, usury/lending, securities and broker/finder reviews are documented in Annex 4.
8. The filing and continuing-obligation calendar in Annex 5 has named owners and dates.
9. No Authorized Officer has knowledge of an undisclosed side promise, transaction fee, public solicitation, lien conflict, funds mismatch or capitalization discrepancy except as listed in Annex 6.
10. Open post-closing items in Annex 7 do not include a condition that had to be satisfied before issuance unless a valid written waiver and legal analysis are attached.

[COMPANY NAME]
By: ______________________________
Name: [●]
Title: [●]
Date/Time: [●]

Schedules and Exhibits

Exhibit A — Financing Document and Guardrail Matrix

Exhibit B — Conversion and Downside Model

Exhibit C — Side-Rights Register

Exhibit D — Conflicts and Approval Record

Exhibit E — Debt, Lien and Priority Schedule

Annex 1 — Document Variance Log

Annex 2 — Purchaser and Note Register

Annex 3 — Investor Evidence

Annex 4 — Legal Review Matrix

Annex 5 — Administration Calendar

Quality-Control Scenario Tests

• Model a qualified financing one day before and one day after maturity.
• Test conversion of principal only versus principal plus accrued interest.
• Test a sale with insufficient proceeds to pay all notes and senior debt.
• Add a later senior secured note and test negative pledge, pari passu, MFN and consent rights.
• Extend maturity and capitalize unpaid interest; rerun usury, tax, approval and amendment analysis.
• Receive a wire from an affiliate of the named purchaser; test identity, acceptance and note issuance.
• Discover an earlier unsigned note; stop and reconcile capitalization, debt register and authority.

Website Posting README — Not Part of the Consent or Certificate

What this resource does. This package helps a founder-led board approve and administer a convertible-note seed financing without losing control of interest, maturity, priority, conversion and side rights.

Prompt to complete the form. “Act as experienced startup financing and corporate counsel. Complete EF-084 only from verified governing documents, NPA, note, cap table, debt/lien schedule, conversion model, side letters and investor evidence. Produce a missing-information report, clean board consent, closing-specific officer certificate, guardrail matrix, note register, legal-review matrix and continuing-obligation calendar. Run qualified-financing, maturity, exit and insolvency scenarios. Do not invent usury, licensing, tax, exemption, lien-priority or enforceability conclusions; identify the qualified specialist and governing jurisdiction for each.”

Required human review. Company counsel, securities counsel, finance, tax counsel when material, lending/usury counsel for relevant jurisdictions, and secured-transactions counsel if any note is secured or subordinated.

Originality boundary. This is clean-room original drafting. It contains no publisher form text, annotation, marking, branding or proprietary commentary.

Posting instructions. Publish the HTML as an educational practitioner resource and link the reviewed Word master. Preserve the warnings, separate the officer certificate from the resolutions, and do not suggest that the package itself creates a debt, security interest, conversion right or exemption.