Founder Liquidity Program Board Consent and Conflicts Record — Private Company Secondary Transactions

Matter Completion Sheet — Complete Before Circulation

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

The undersigned, constituting [ALL MEMBERS / THE REQUIRED MEMBERS] of the Board of Directors (the “Board”) of [COMPANY LEGAL NAME], a [STATE] corporation (the “Company”), adopt the following resolutions as of [DATE] under the Company’s governing law, certificate of incorporation and bylaws.

Recitals

WHEREAS, management presented a proposal to permit specified stockholders to obtain limited liquidity through privately negotiated sales of Company securities to approved purchasers (the “Liquidity Program”), as summarized in the Program Term Sheet attached as Exhibit A;

WHEREAS, the Board reviewed the proposed structure, business objectives, capitalization effects, investor and employee considerations, information and confidentiality controls, contractual transfer rights, legal and tax issues, costs, alternatives and potential conflicts;

WHEREAS, each director and participating officer was asked to disclose any direct or indirect financial, familial, employment, investment or other material interest in the Liquidity Program or a proposed transaction; and

WHEREAS, the Board desires to authorize the Liquidity Program subject to defined limits and conditions, without obligating the Company to approve any particular transfer or future liquidity.

1. Information Reviewed and Advice Received

RESOLVED, that the Board acknowledges receipt and review of the materials listed on Exhibit B, including the capitalization analysis, stock-ledger reconciliation, transfer-restriction matrix, proposed eligibility criteria, price or pricing process, legal and tax issue memorandum, conflict disclosures, information protocol, transaction documents, implementation timeline and estimated costs;

RESOLVED FURTHER, that the Board had the opportunity to ask questions of management and [COMPANY COUNSEL / SECURITIES COUNSEL / TAX ADVISER / FINANCIAL ADVISER], and the Secretary is directed to preserve final materials and material supplements with the meeting or consent record;

RESOLVED FURTHER, that no adviser’s presentation or opinion relieves the directors of their independent judgment, and any projections or valuation information were considered with their stated assumptions and limitations.

2. Business Purpose and Board Determinations

RESOLVED, that the Board determines that a carefully controlled Liquidity Program may further the Company’s interests by [SUPPORTING FOUNDER OR EMPLOYEE RETENTION; ALLOWING LIMITED DIVERSIFICATION; REDUCING UNSANCTIONED TRANSFER ACTIVITY; ACCOMMODATING INVESTOR DEMAND; ALIGNING WITH A FINANCING; OTHER], subject to the safeguards in these resolutions;

RESOLVED FURTHER, that the Board considered alternatives, including no program, an issuer repurchase, a broader tender process, a primary financing with a secondary component, individual bilateral approvals and a later liquidity event, and determined that the selected structure is appropriate under the facts presented;

RESOLVED FURTHER, that authorization does not establish a stock valuation, promise equal liquidity to every holder, recommend an investment, guarantee a buyer, or require the Company to repeat or expand the program.

3. Program Parameters

3.1 Aggregate and Individual Limits

RESOLVED, that the aggregate number or value of shares transferred under the Liquidity Program may not exceed [NUMBER / DOLLAR AMOUNT / PERCENTAGE OF FULLY DILUTED CAPITALIZATION], and no seller may transfer more than [LIMIT], in each case subject to the retention and concentration rules in Exhibit A;

RESOLVED FURTHER, that a selling founder or continuing service provider must retain at least [NUMBER / PERCENTAGE] of [VESTED / TOTAL] equity after Closing, unless the Board or disinterested committee approves an exception based on documented circumstances and receives counsel advice regarding incentive, disclosure and equal-treatment implications.

3.2 Eligible Sellers

RESOLVED, that eligible sellers are those objectively described in Exhibit A and approved by the Authorized Officers after verification of record ownership, vesting, service status, transfer compliance, policy compliance, tax forms and absence of disqualifying liens or disputes;

RESOLVED FURTHER, that exclusion or reduction criteria must be consistently applied and documented, while permitting distinctions reasonably based on role, tenure, retention needs, contractual rights, legal constraints, available demand or capitalization effects.

3.3 Eligible Purchasers

RESOLVED, that a purchaser must satisfy the Company-approved investor, beneficial-ownership, sanctions, KYC, competitive-conflict, concentration and contractual-joinder criteria; provide the required representations; and be acceptable under the Company Documents and applicable law;

RESOLVED FURTHER, that no broker, finder, platform or intermediary may be engaged without written legal and regulatory review of its role, licensing, compensation, conflicts, cybersecurity and communications.

3.4 Pricing

RESOLVED, that the program price or pricing process is [DESCRIBE], and that management shall disclose to participating sellers and purchasers the limitations of any valuation, the relationship to recent financings or tax valuations, and the absence of a Company fairness determination except as expressly approved;

RESOLVED FURTHER, that any material change to price, consideration or side arrangements after rights notices are issued requires renewed analysis of notices, ROFR and co-sale processes, disclosure and approvals.

4. Contractual Transfer Rights

RESOLVED, that no transaction may close unless counsel confirms satisfaction, expiration, exercise or valid waiver of all applicable ROFR, first-offer, co-sale, drag, voting, information, preemptive, lock-up, market-standoff, repurchase, plan, lender and other rights identified in Exhibit C;

RESOLVED FURTHER, that Company administration of a right does not authorize the Company to waive a right held by another person, and every waiver must be obtained from the actual holder under the applicable amendment or waiver standard;

RESOLVED FURTHER, that each transferee must execute the required joinders and receives only those rights that validly transfer under the Company Documents.

5. Securities, Tender-Offer and Regulatory Review

RESOLVED, that each transaction must have a documented federal and state securities-law basis approved by counsel, and purchaser accreditation or sophistication shall not be treated as sufficient by itself;

RESOLVED FURTHER, that before launch or any material program change, counsel shall analyze whether the number of offerees, common terms, Company involvement, timing, communications, withdrawal rights or other facts create tender-offer, broker-dealer, exchange, market, investment-company or similar regulatory concerns;

RESOLVED FURTHER, that management shall not broaden the program, advertise it publicly, aggregate buyers or sellers through an unapproved platform, or alter Company participation beyond the structure reviewed by counsel without renewed Board or committee approval if material.

6. Information and Communications Protocol

RESOLVED, that the Information Protocol in Exhibit D is approved, including authorized speakers, confidentiality agreements, data-room controls, question-and-answer procedures, information cut-off and supplementation procedures, competitor safeguards, privilege protection and records retention;

RESOLVED FURTHER, that no seller may disclose Company information except through the approved process, and no employee or director may selectively provide material information outside that process;

RESOLVED FURTHER, that communications must accurately describe Company neutrality, transfer restrictions, risks, fees and the voluntary nature of participation and must not promise price support, liquidity or future Company action.

7. Conflicts and Disinterested Process

7.1 Disclosures

RESOLVED, that the disclosures on Exhibit E are acknowledged and incorporated into the record. Each director and officer confirms the disclosure remains accurate or provides a written supplement before participating further.

7.2 Recusals

RESOLVED, that [DIRECTOR/OFFICER NAMES] are interested because [REASON] and [DID NOT PARTICIPATE IN DELIBERATION OR VOTING EXCEPT TO PROVIDE REQUESTED FACTS / PARTICIPATED UNDER THE SPECIFIC PROCESS APPROVED BY COUNSEL]. The Secretary shall record attendance, departures, return times and vote separately.

7.3 Disinterested Committee

[RESOLVED, that a committee of disinterested directors consisting of [NAMES] (the “Liquidity Committee”) is established with authority to evaluate individual transactions, negotiate or approve program terms within these limits, retain independent advisers, reject any transaction and report to the Board. The committee shall not include a person whose objectivity may reasonably be impaired.]

7.4 No Management Override

RESOLVED, that an interested founder, officer, seller or purchaser may provide information but may not approve their own eligibility, exception, price adjustment, fee, information access or waiver unless a lawful, counsel-approved process expressly permits it.

8. Transaction Documents and Closing Controls

RESOLVED, that the forms listed on Exhibit F are approved substantially in the reviewed form, with changes that an Authorized Officer and Company counsel determine are not materially adverse to the Company or inconsistent with these resolutions;

RESOLVED FURTHER, that each Closing must use a condition-and-deliverable checklist, authenticated payment instructions, delivery-versus-payment sequence, seller title certificate, purchaser representations, Company consent, joinders and post-Closing stock-ledger evidence;

RESOLVED FURTHER, that no convenience cap-table platform update, signed stock power or pending wire alone constitutes Closing; the authoritative stock ledger must be updated under a verified instruction.

9. Tax, Compensation and Employment Matters

RESOLVED, that participating sellers are responsible for personal tax advice, and management shall not make tax or QSBS assurances beyond factual records approved by counsel;

RESOLVED FURTHER, that tax advisers shall review withholding, reporting, compensation treatment, option or restricted-stock consequences, holding periods, payroll issues and state, local or foreign matters before Closing;

RESOLVED FURTHER, that the Authorized Officers shall assess whether seller selection, retention requirements or program communications affect compensation, employee-relations or disclosure obligations.

10. Costs and Company Resources

RESOLVED, that the Company may incur program costs up to $[CAP], allocated as described in Exhibit A, and no seller or purchaser may imply that the Company pays their personal advisory costs;

RESOLVED FURTHER, that any per-transaction administrative charge must be disclosed in advance, lawful, reasonably related to cost and reflected in the final funds-flow memorandum.

11. Delegated Authority

RESOLVED, that [AUTHORIZED OFFICERS] (the “Authorized Officers”) may implement the Liquidity Program within these resolutions, approve ministerial changes, execute Company documents, establish the data room, retain service providers within the budget, verify conditions and direct stock-ledger updates;

RESOLVED FURTHER, that the Authorized Officers may not without further Board or Liquidity Committee approval: increase program or individual caps; change eligible classes; materially change price or consideration; waive a material Company right; approve an interested-person exception; add a broker or platform; change the legal structure; or extend the program beyond [DATE].

12. Reporting, Suspension and Termination

RESOLVED, that management shall report at least [FREQUENCY] on sellers, purchasers, shares, prices, fees, exceptions, conflicts, open items and ledger reconciliation;

RESOLVED FURTHER, that an Authorized Officer, the Liquidity Committee or Company counsel may suspend the program upon a legal, cybersecurity, information, capitalization, financing, conflict or market concern;

RESOLVED FURTHER, that the Company may terminate the program at any time before a binding Company-approved Closing, subject to signed contractual obligations and the return of escrow property.

13. Ratification and General Authority

RESOLVED, that prior actions within the scope of these resolutions are ratified after disclosure to the Board, except no action involving undisclosed conflict, unauthorized payment or legal violation is ratified by general language;

RESOLVED FURTHER, that the officers are authorized to take actions and execute documents necessary to implement these resolutions, subject to their limits, and to certify these resolutions to third parties;

RESOLVED FURTHER, that these resolutions remain effective until amended or revoked and shall be filed with the Company’s minute book.

Signature Page

DIRECTOR:
Name: [●]
Signature: ______________________________
Conflict status: [DISINTERESTED / DISCLOSED ON EXHIBIT E]
Date: [●]

DIRECTOR:
Name: [●]
Signature: ______________________________
Conflict status: [DISINTERESTED / DISCLOSED ON EXHIBIT E]
Date: [●]

SECRETARY CERTIFICATION:
I certify that the foregoing resolutions were duly adopted and remain in effect.
Name: [●]
Signature/Date: [●]

Schedules and Exhibits

Exhibit A — Liquidity Program Term Sheet

Exhibit B — Board Materials and Advice

Exhibit C — Transfer-Restriction Matrix

Exhibit D — Information and Communications Protocol

Identify authorized speakers; NDA requirement; data-room permissions; information set and cut-off; Q&A procedure; supplementation; competitor and privilege controls; permitted seller disclosure; record retention; incident escalation; and approved communication templates.

Exhibit E — Director and Officer Conflict Record

Exhibit F — Approved Form Set and Closing Controls

Website Posting README — Not Part of the Agreement

What this form is for

This board record authorizes a limited private-company liquidity program while documenting purpose, alternatives, contractual rights, information controls, legal gates, conflicts and delegated authority. It is designed for a program or repeated framework, not as a substitute for an individual transaction approval where separate approval is required.

AI completion prompt

Completion checklist

• Select the lawful and evidentially appropriate board action method.
• Verify quorum, signatures, vacancies, committee authority and investor vetoes.
• State the Company-centered purpose and alternatives considered.
• Use objective seller and purchaser criteria with documented exception authority.
• Analyze tender, broker, securities, tax, employment, sanctions and information issues.
• Record each conflict, recusal and disinterested approval path.
• Limit delegated authority and reserve material program changes.
• Require closing, ledger and periodic reporting controls.

Three-pass quality review

Pass 1 — Authority and facts. Verify governing documents, Board composition, materials, program terms and contractual rights. Pass 2 — Fiduciary process. Verify purpose, alternatives, conflicts, recusals, advice, deliberation and disinterested approval. Pass 3 — Implementation. Verify officer limits, form set, closing controls, reporting, suspension, termination and minute-book retention.

Attorney-review warning

Founder liquidity can create serious fiduciary and conflict risk, particularly when directors or controllers sell. Qualified corporate, securities and tax counsel must tailor the process and record to current law and the actual facts.