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Founder M&A Board and Stockholder Approval Package

Matter Completion Sheet — Not Part of the Approvals

CORPORATE APPROVAL PACKAGE

1. Selection and Use Instructions

This package contains modular forms for: Company board written consent; Company board meeting minutes; special-committee approval; Company stockholder written consent; Buyer board or manager consent; Section 280G approval process; and secretary certification. Counsel must select, conform, and separate the needed instruments. Do not circulate this package as one signature document.

For a Delaware corporation, counsel should review current DGCL Sections 141, 144, 218, 228, 251, 262, and 271 as applicable, together with the charter, bylaws, stockholder agreements, and transaction facts. Other jurisdictions require their own analysis. The package does not establish that a transaction is fair, cleanse a conflict, satisfy fiduciary duties, or provide adequate holder disclosure.

2. Approval and Process Matrix

3. Company Board Written Consent Module

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [COMPANY]

The undersigned, constituting all members of the board of directors (the “Board”) of [COMPANY], a [JURISDICTION] corporation (the “Company”), adopt the following resolutions by written consent effective [DATE / FUTURE EVENT], under [LAW] and the Company’s charter and bylaws.

Background and materials

WHEREAS, the Board has reviewed [ACQUISITION AGREEMENT], dated [DATE], among [PARTIES], including its Disclosure Schedules and material exhibits (the “Acquisition Agreement”), providing for [TRANSACTION];

WHEREAS, the Board has received and considered the materials listed on Exhibit A, including [transaction summary, valuation, financial information, alternatives, diligence findings, financing, regulatory analysis, conflicts, material ancillary agreements, management arrangements, and advice from legal, financial, Tax, and other advisers];

WHEREAS, the Board has considered the interests and arrangements listed on Exhibit B, including those of founders, officers, directors, controlling or significant stockholders, rollover participants, continuing employees, and indemnified persons;

WHEREAS, the Board has had an opportunity to ask questions, request information, consult advisers, and deliberate concerning the Transaction, available alternatives, risks, benefits, terms, and the Company’s governing documents and obligations;

Transaction findings and approval

RESOLVED, that after considering the record and subject to the qualifications stated in these resolutions, the Board determines that the Acquisition Agreement and Transaction are [[advisable, fair to, and in the best interests of the Company and its stockholders / in the best interests of the Company]], using the formulation required by applicable law and the transaction structure;

RESOLVED, that the Acquisition Agreement and the Company’s performance are approved, and the officers are authorized to execute and deliver it in substantially the reviewed form, with changes an authorized officer approves that are not materially adverse to the Company or its stockholders, such approval to be conclusively evidenced by execution, provided any material economic, conflict, fiduciary, vote, remedy, or Closing-condition change returns to the Board;

RESOLVED, that the Board [[recommends that stockholders adopt the Acquisition Agreement / submits the Transaction for required approval without recommendation only as counsel confirms lawful]], and authorizes preparation and delivery of the required consent solicitation, information statement, appraisal notice, and other disclosures;

RESOLVED, that the material ancillary agreements listed on Exhibit C, including [escrow, RWI, support, rollover, employment, retention, restrictive covenant, release, transition services, seller note, guaranty, and equity treatment documents], are approved only in the reviewed forms and subject to the separate conflicts and consideration determinations stated in these resolutions;

Capitalization and consideration

RESOLVED, that the capitalization and consideration waterfall on Exhibit D are approved subject to final officer and counsel reconciliation to the stock ledger, charter, cap table, option and warrant records, funds flow, and Acquisition Agreement;

RESOLVED, that the treatment of options, warrants, restricted equity, SAFEs, notes, promised grants, repurchase rights, acceleration, preferences, conversion, participation, withholding, and payroll is approved as stated on Exhibit D, subject to applicable plan, contract, securities, Tax, wage, and fiduciary requirements;

Conflicts and separate arrangements

RESOLVED, that each director has disclosed the material facts concerning that director’s interests and relationships listed on Exhibit B; the Board has considered whether each director is disinterested and independent under current law; and the participation and voting record is accurately reflected on Exhibit B;

RESOLVED, that founder and management employment, retention, rollover, incentive, release, indemnity, and restrictive-covenant arrangements are separately identified and are not characterized as stock consideration unless the Acquisition Agreement and law provide so;

[[OPTIONAL CONFLICT MODULE: RESOLVED, that the disinterested directors or committee, acting in good faith and on an informed basis, approve the identified interested arrangement after disclosure of the material facts, subject to the exact process and findings required by current applicable law. Counsel must rewrite this resolution to match the transaction and must not rely on a generic statutory recital.]]

Regulatory filings and Closing

RESOLVED, that officers are authorized to make the filings, issue notices, obtain consents, execute certificates, establish escrows and payment arrangements, pay approved fees, and take actions reasonably necessary to complete the Transaction, subject to the Acquisition Agreement, these resolutions, and any matter requiring further Board approval;

RESOLVED, that no officer may release signatures, funds, filings, or an announcement until the release conditions in the closing agenda are satisfied or validly waived and counsel confirms authority;

Records and ratification

RESOLVED, that authorized prior actions consistent with these resolutions are ratified, but no unauthorized substantive agreement, conflict, waiver, or fiduciary decision is ratified by implication;

RESOLVED, that this consent and its exhibits will be filed with the minutes, and officers will preserve the materials and process record subject to privilege and applicable retention requirements.

4. Company Board Meeting Minutes Module

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF [COMPANY]

A meeting of the Board was held on [DATE] at [TIME] [TIME ZONE] by [LOCATION / REMOTE METHOD]. Present were [DIRECTORS]. Also present by invitation were [OFFICERS / ADVISERS]. [CHAIR] chaired and [SECRETARY] recorded the meeting. The Chair determined that notice was duly given or waived and a quorum was present under the charter and bylaws.

The minutes should record, in chronological and neutral form: the process leading to the proposed Transaction; alternatives and prior proposals; materials delivered and time for review; management presentation; financial and valuation analysis; legal, Tax, regulatory, and other advice; material terms and risks; financing certainty; conflicts and separate arrangements; questions asked; recusals; executive sessions; amendments requested; and deliberation. Attach or preserve the materials list, not privileged legal advice itself unless counsel directs.

After discussion, the Board adopted the resolutions in Section 3 as conformed for a meeting. Record each motion, second if required, vote, abstention, recusal, dissent, and director absence. Do not use conclusory language suggesting consideration of matters not actually presented.

5. Special Committee Module

Establishment and authority

The Board establishes a committee of [NUMBER] directors whom the Board has determined, after current-law analysis, to be disinterested and independent regarding [CONFLICT / CONTROLLING STOCKHOLDER TRANSACTION]. The committee’s authority is to [evaluate, negotiate, retain advisers, reject, approve, or recommend] the Transaction. The committee may say no and may consider alternatives. Its budget and adviser authority are independent.

Committee process record

Committee minutes should identify independence diligence, mandate, adviser selection, meetings, information, management and counterparty contacts, negotiation changes, alternatives, valuation, risks, conflicts, any majority-of-minority condition, and final reasons. Do not allow conflicted persons to direct deliberations. Any committee resolution must state the actual statutory and fiduciary framework confirmed by counsel at the time.

6. Company Stockholder Written Consent Module

ACTION BY WRITTEN CONSENT OF STOCKHOLDERS OF [COMPANY]

The undersigned holders, owning the voting power shown on Schedule 1 as of [RECORD DATE], consent under [LAW], the charter, bylaws, and applicable agreements to the following actions effective [DATE / EVENT].

RESOLVED, that the Acquisition Agreement and Transaction are adopted and approved to the extent required by applicable law and the Company’s governing documents;

RESOLVED, that the specific charter, class, series, drag-along, voting, ROFR, co-sale, investor-rights, or other waivers listed on Schedule 2 are approved only to the extent stated there;

RESOLVED, that the undersigned acknowledge receipt of the information listed on Schedule 3 and have had the opportunity to consult advisers. This acknowledgment is not a waiver of omitted or misleading disclosure or nonwaivable rights;

RESOLVED, that no release, indemnity, representative appointment, restrictive covenant, appraisal waiver, or additional representation is given by this consent unless set out expressly, supported by lawful authority and consideration, and approved by counsel.

Counsel must confirm required signatures, record date, voting power, separate class or series votes, nonconsenting-holder notice, appraisal notice and timing, information statement, electronic delivery, revocation, effectiveness, and whether consents may be solicited before board approval. Do not use this module for a nonunanimous action where applicable law or governing documents require a meeting or different process.

7. Buyer Approval Module

The governing body of [BUYER] approves the Acquisition Agreement, Transaction, financing, equity issuance, rollover, guaranty, regulatory commitments, ancillary agreements, authorized signatories, funding, and Closing actions in substantially the reviewed forms. The resolutions should state Buyer internal approval status and any parent, fund, lender, investment-committee, member, stockholder, or conflict approval. Buyer officers may approve nonmaterial changes but must return any material economics, financing, remedy, regulatory commitment, dilution, or liability change to the appropriate body.

8. Section 280G Approval Module

Use only with qualified Tax and benefits counsel. Identify each disqualified individual, potential parachute payment, valuation, reasonable-compensation analysis, waiver, disclosure, voting exclusion, required holder threshold, timing, and record. Each affected individual’s waiver must be knowing, effective before the vote, and conditioned on approval as counsel determines. Stockholders must receive sufficient disclosure of material facts. A failed vote must have the effect stated in the waiver and transaction documents. Do not combine the 280G vote with general transaction approval without a clear separate resolution and tabulation.

9. Secretary Certification Module

The undersigned Secretary of [ENTITY] certifies, solely in official capacity and without personal representation, that attached are true and correct copies of: [charter], [bylaws or operating agreement], and [resolutions or minutes]; each was in effect on [DATE]; the resolutions were duly adopted under applicable law and governing documents and have not been amended or rescinded except as attached; and the persons on the incumbency schedule held the stated offices and their specimen signatures appear there. The certificate should not certify legal conclusions outside the Secretary’s records or create a bring-down not required by the acquisition agreement.

Signature Pages

Board Written Consent

DIRECTOR: ______________________________
Name: [NAME]
Date and time signed: [DATE / TIME ZONE]

Stockholder Written Consent

HOLDER: [NAME]
By: ______________________________
Capacity: [INDIVIDUAL / TRUSTEE / OFFICER / OTHER]
Securities and voting power: [DETAIL]
Date and time signed: [DATE / TIME ZONE]

Secretary Certificate

[ENTITY] By: ______________________________
Name: [NAME]
Title: Secretary
Date: [DATE]

Schedules and Exhibits

Exhibit A Board Materials and Process Record

Exhibit B Interests Relationships and Recusals

Schedule 1 Stockholder Voting Tabulation

Schedule 2 Required Waivers and Separate Approvals

List the exact governing provision, parties, vote, consideration, form, conflicts, disclosure, effectiveness, and evidence for each charter, class, drag, ROFR, co-sale, voting, investor-rights, plan, option, warrant, SAFE, note, lender, or other waiver.

Schedule 3 Holder Disclosure Package

List the Acquisition Agreement, material exhibits, consideration summary, capitalization and waterfall, conflict and side-arrangement disclosure, risk factors, financial information, appraisal notice and statute, voting instructions, contact, deadline, and evidence of delivery. Counsel must determine adequacy; a document list is not a legal conclusion.

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