Venture Debt Board Consent and Investor Approval Record

Original practitioner master 路 Prepared 5 October 2026 路 Proof review required

Venture Debt Board Consent and Investor Approval Record

Matter Completion Sheet

Topic	Required completion	Owner and status
Corporate identity	Exact legal name, jurisdiction of incorporation, foreign qualifications, board composition and classification, officer roster	摆鈼庐
Governing documents	Charter (all restatements and amendments, with filing dates), bylaws, every investor agreement and side letter, equity plan, existing debt instruments	摆鈼庐
Financing	Lender and any agent, facility structure, tranches, commitments, economics, collateral, IP treatment, deposit-account controls, use of proceeds	摆鈼庐
Loan Documents	Each document by exact title, parties, version and execution status; which versions the Board approved; material changes since approval	摆鈼庐
Process record	Materials delivered, alternatives considered, deliberation, questions asked, advisors consulted, disinterested review path	摆鈼庐
Debt and lien thresholds	Charter protective provisions, investor rights agreement covenants, side-letter consents, existing-debt negative covenants; measurement basis and headroom	摆鈼庐
Warrant	Class, coverage formula, maximum share count, exercise price basis, term, adjustments, exemption, 409A interaction, accounting treatment	摆鈼庐
Reserved shares	Authorized, issued, reserved and headroom for the Warrant Class and for Common Stock; whether a charter amendment is required	摆鈼庐
Conflicts	Each director’s, officer’s and major investor’s relationship to the Lender and its affiliates; statutory path relied on; participation record	摆鈼庐
Approval matrix	Each action mapped to its governing provision, approving body, threshold, date obtained and evidence	摆鈼庐
Stockholder action	Record date, voting groups, required vote, consents delivered, 60-day window, non-consenting stockholder notice	摆鈼庐
Investor waivers	Preemptive, anti-dilution, joinder, drag-along, ROFR and co-sale, notice-period and side-letter waivers	摆鈼庐
Officer authority	Authorized officers, signing authority by document, dollar caps, material-change carve-back, prohibited actions	摆鈼庐
Certificates	Secretary’s certificate attachments, incumbency and specimen signatures, officer’s bring-down, good-standing dates	摆鈼庐
Sequencing	Order of consents relative to lender closing conditions, charter-amendment filing, warrant issuance and funding	摆鈼庐
Records	Executed consents filed with minutes, notice log, closing binder, cap-table and equity-system updates	摆鈼庐

APPROVAL PACKAGE CONTROL SHEET

1 Definitions, Interpretation and Structure

1.1 Defined Terms

Capitalized terms used in this package have the meanings below. Where a term is also defined in the Loan Agreement, the Charter or an Investor Agreement, the definition in that document controls for purposes of that document and the definition below is a description only.

Term	Meaning in this package
Approval Matrix	The matrix on Schedule 1 recording each action that requires an approval, the governing provision, the approving body, the threshold, the date obtained and the evidence.
Approved Parameters	The economic, collateral and structural limits stated in Section 5.2 within which Authorized Officers may finalize the Loan Documents without further Board action.
Authorized Officer	An officer listed in Section 10.1 acting within the limits of Section 10.3.
Board	The board of directors of the Company.
Business Day	A day other than a Saturday, Sunday or day on which commercial banks in [CITY, STATE] are authorized or required to close; where the Loan Agreement defines the term, that definition controls for Loan Document purposes.
Bylaws	The bylaws of the Company as amended and in effect on the Effective Date.
Charter	The [Amended and Restated Certificate of Incorporation / Articles of Incorporation] of the Company, as amended and in effect on the Effective Date, including every certificate of designation.
Closing and Closing Date	The execution and delivery of the Loan Documents and the satisfaction or waiver of the conditions to the initial advance, and the date on which that occurs.
Collateral	The property described in the Loan Agreement and the other Loan Documents in which the Company grants a security interest, subject to the exclusions stated there.
Common Stock	The Company’s common stock, par value $摆鈼庐 per share.
Company	[COMPANY LEGAL NAME], a [Delaware / Florida] corporation.
Conflicted Director	A director identified on Schedule 3 as having a material interest in, or a material relationship with a person having a material interest in, the Financing, within the meaning of [DGCL 搂144(e) / Fla. Stat. 搂607.0832(1)].
Coverage Amount	The dollar amount on which the Warrant’s share count is calculated, being 摆鈼庐% of [the aggregate Commitment / the amount actually funded / the Commitment under Tranche 摆鈼庐], as stated in Section 8.2.
Debt Cap	The lowest of the maximum indebtedness permitted by the Charter, each Investor Agreement, each side letter, each existing debt instrument and this consent, as calculated in Section 6.2.
Disinterested Director	A director who is not a Conflicted Director. In Florida, the term includes a “qualified director” under Fla. Stat. 搂607.0143 for the matter in question.
Effective Date	The date on which the Board consent in Part I becomes effective under Section 17.3.
Equity Plan	The Company’s [YEAR] [Equity Incentive Plan], as amended.
Exempted Securities	Securities excluded from the anti-dilution and preemptive-rights provisions of the Charter and the Investor Rights Agreement under the definitions in Charter Article 摆鈼庐, Section 摆鈼庐 and Investor Rights Agreement Section 摆鈼庐.
Exercise Price	The per-share price payable on exercise of the Warrant, determined under Section 8.3.
Financing	The venture-debt facility described in the Recitals, including the incurrence of the loans, the grant of the security interests, the issuance of the Warrant and the payment of the fees described in Section 9.
Governing Documents	The Charter, the Bylaws and the Investor Agreements.
Guarantor	Each subsidiary of the Company that guarantees the obligations under the Loan Documents as described in Section 7.5.
Investor Agreements	The Investor Rights Agreement, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, each management rights letter and each side letter with an investor, each as identified on Schedule 1, Part B.
Investor Consent	The consent and waiver letter in the form of Exhibit F executed by the holders whose consent or waiver is required under the Investor Agreements or the Charter for any action on the Approval Matrix.
Investor Rights Agreement	The [Amended and Restated] Investor Rights Agreement dated [DATE] among the Company and the investors party to it.
IP Negative Pledge Agreement	The Intellectual Property Negative Pledge and Springing Lien Agreement (or the IP security agreement, if the Lender takes a present lien on intellectual property) described in Section 7.2. See EF-102.
Key Holder	Each founder or other holder of Common Stock identified as a “Key Holder” in the Voting Agreement and the Right of First Refusal and Co-Sale Agreement.
Lender	[LENDER LEGAL NAME], [in its own capacity and as agent for the lenders from time to time party to the Loan Agreement].
Loan Agreement	The [Loan and Security Agreement] between the Company[, the guarantors party to it] and the Lender, in the form approved under Section 5.1. See EF-098.
Loan Documents	The Loan Agreement and each other agreement, instrument, certificate and notice listed on Schedule 5.
Major Investor	A holder of at least 摆鈼庐 shares of Preferred Stock entitled to the right of first offer and information rights under Investor Rights Agreement Sections 摆鈼庐 and 摆鈼庐.
Material Change	A change to a Loan Document after the Effective Date of the kind described in Section 5.3.
Non-Consenting Stockholder	A stockholder entitled to notice under Section 21 who did not sign the Stockholder Consent.
Original Issue Price	For each series of Preferred Stock, the per-share price at which that series was originally issued, as stated in the Charter, which is the base from which the series’ conversion price and liquidation preference are calculated.
Preferred Director	Each director designated by holders of a series of Preferred Stock under Charter Article 摆鈼庐, Section 摆鈼庐 and Voting Agreement Section 摆鈼庐.
Preferred Majority	The holders of at least [a majority / 摆鈼庐%] of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, as defined in Charter Article 摆鈼庐, Section 摆鈼庐.
Preferred Stock	The Company’s preferred stock, including each series designated in the Charter.
Protective Provisions	The provisions of Charter Article 摆鈼庐, Section 摆鈼庐 requiring the consent of the Preferred Majority or of a series for specified actions.
Record Date	The date for determining the stockholders entitled to execute the Stockholder Consent, determined under Section 19.2.
Registrable Securities	The shares of Common Stock issued or issuable upon conversion of Preferred Stock (and any other shares so designated) that carry registration rights under the Investor Rights Agreement, as defined there; thresholds for waivers under the Investor Rights Agreement are frequently measured by reference to them.
Requisite Holders	The holders whose consent is required to amend or waive a provision of an Investor Agreement, as defined in that agreement and identified on Schedule 1, Part B.
Reserved Shares	The shares of the Warrant Class and of Common Stock reserved under Section 8.5 and calculated on Schedule 2.
Secretary	The Secretary or an Assistant Secretary of the Company.
Stockholder Consent	The written consent of stockholders in the form of Exhibit B.
Supplemental Consent	A further written consent of the Board in the form of Exhibit A approving a Material Change, the final Loan Documents or a ratification.
409A Report	The most recent independent valuation report of the Common Stock obtained by the Company for purposes of Section 409A of the Internal Revenue Code and ASC 718, dated [DATE] and prepared by [VALUATION FIRM].
Voting Agreement	The [Amended and Restated] Voting Agreement dated [DATE] among the Company and the stockholders party to it.
Warrant	The warrant to purchase shares of the Warrant Class issued to the Lender or its designee as part of the Financing, in the form approved under Section 8.1.
Warrant Class	[Series 摆鈼庐 Preferred Stock / Common Stock / the class and series of equity securities sold in the Company’s next equity financing, with the backstop described in Section 8.3].
Warrant Shares	The shares of the Warrant Class issuable on exercise of the Warrant, and the shares of Common Stock issuable on conversion of those shares where the Warrant Class is Preferred Stock.

1.2 Interpretation

References to a Section, Schedule or Exhibit are to a Section, Schedule or Exhibit of this package unless stated otherwise. References to “DGCL” are to the Delaware General Corporation Law, Title 8 of the Delaware Code, and references to “Fla. Stat.” are to the Florida Business Corporation Act, Chapter 607, Florida Statutes; the package is drafted with bracketed alternatives for each so that the alternative not applicable to the Company can be deleted. “Including” means including without limitation. A requirement that an approval be “obtained” means that an executed instrument satisfying the governing provision has been delivered to the Company and is recorded on Schedule 1 with its evidence. A statement that the Board “determines” a matter records a business judgment made on the information identified in the record, not a warranty of the underlying fact. Statutory references reflect the statutes as amended through the date of this master and must be confirmed against the current text before use.

1.3 Structure of This Package

Part	Content	Approving body	When used
Part I (Sections 2鈥�17)	Written consent of the Board approving the Financing, the Loan Documents, the indebtedness, the liens, the Warrant, the fees, the officer authority, the conflicts record and the consent mechanics	Board (or committee of Disinterested Directors where Section 11.3 requires)	Every venture-debt financing
Part II (Sections 18鈥�22)	Framework and forms for stockholder and investor consents: approval matrix methodology, stockholder written consent, waivers, notice to Non-Consenting Stockholders, investor consent and waiver letter	Stockholders by voting group; Preferred Majority or series; Requisite Holders; side-letter counterparties	Whenever any action on Schedule 1 requires an approval beyond the Board, which is the usual case
Part III (Sections 23鈥�25)	Secretary’s certificate, incumbency certificate and officer’s closing certificate requirements and the officer’s bring-down form	Secretary; Authorized Officers	Every Closing; bring-down at each funding if the Loan Agreement requires
Part IV (Schedules 1鈥�7)	Approval Matrix, reservation-of-shares calculation, conflicts register, capitalization snapshot, Loan Documents list, notice and delivery log, board materials index and liquidity summary	Record maintained by the Secretary and counsel	Populated before the Board acts and updated through Closing
Exhibits A鈥揊	Execution forms: Supplemental Board consent, Stockholder Consent, notice to Non-Consenting Stockholders, Secretary’s certificate, incumbency certificate, Investor Consent	As stated in each form	Conformed to the facts and executed as required by Schedule 1

Drafting note: Venture lenders deliver a one-page form of resolutions and ask the company to sign it as a closing deliverable. Those forms approve the loan documents “in substantially the form presented” and authorize “any officer” to sign “such other documents as such officer deems necessary.” They do not address the warrant’s fair value, the reservation of shares, the investor consents the charter requires, or the officers’ authority limits, and they often recite that the company has obtained “all necessary approvals” when it has not. Signing the lender’s form alone leaves the company with an approval record that is incomplete for corporate-law purposes even if it satisfies the lender’s closing checklist. Use this package as the operative record and deliver the lender’s form, if the lender insists on it, as a certified extract that is expressly “subject to and consistent with” the resolutions adopted in Part I.

PART I 鈥� WRITTEN CONSENT OF THE BOARD OF DIRECTORS

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF [COMPANY LEGAL NAME]
[Effective as of [DATE] / Effective at the time stated in Section 17.3]

2 Preamble and Record of Review

2.1 Preamble

The undersigned, being all of the members of the Board of Directors (the Board) of [COMPANY LEGAL NAME], a [Delaware / Florida] corporation (the Company), acting by unanimous written consent without a meeting under [Section 141(f) of the DGCL / Section 607.0821 of the Florida Statutes], Article 摆鈼庐, Section 摆鈼庐 of the Charter and Article 摆鈼庐, Section 摆鈼庐 of the Bylaws, hereby adopt the following recitals and resolutions and direct that this consent be filed with the minutes of the proceedings of the Board.

2.2 Materials Reviewed

The Board has received, and each director confirms that he or she has had adequate time to review, the materials indexed on Schedule 7, Part A, including:

Material	Version or date	Prepared by	Schedule 7 reference
Executed term sheet or proposal letter from the Lender (see EF-097)	[DATE]	Lender; reviewed by counsel	7.A.1
Management financing memorandum describing the Financing, its purpose, its cost and its risks	[DATE]	[CHIEF EXECUTIVE OFFICER / CHIEF FINANCIAL OFFICER]	7.A.2
Thirteen-week and 摆鈼庐-month cash forecast, base and downside cases, with and without the Financing	[DATE]	[CHIEF FINANCIAL OFFICER]	7.A.3
Debt-service schedule showing interest, fees, amortization and final payment by month through maturity	[DATE]	[CHIEF FINANCIAL OFFICER]	7.A.4
Covenant forecast with headroom at each test date and the first forecast breach date in the downside case	[DATE]	[CHIEF FINANCIAL OFFICER]	7.A.5
Alternatives analysis: equity round, smaller or later facility, different lender proposals, no transaction	[DATE]	Management	7.A.6
Loan Documents in the versions listed on Schedule 5, with counsel’s issues list	[DATE]	Counsel	7.A.7
Collateral summary, including excluded assets, IP treatment and account-control scope (see EF-099 and EF-102)	[DATE]	Counsel	7.A.8
Warrant term summary, coverage calculation, dilution analysis and the 409A Report	[DATE]	Counsel; [VALUATION FIRM]	7.A.9
Capitalization table and reservation-of-shares calculation (Schedules 2 and 4)	[DATE]	[CHIEF FINANCIAL OFFICER / counsel]	7.A.10
Approval Matrix and counsel’s memorandum on required consents (Schedule 1)	[DATE]	Counsel	7.A.11
Conflicts questionnaire responses and conflicts register (Schedule 3)	[DATE]	Secretary; counsel	7.A.12
Existing debt, lease and license instruments containing negative covenants or consent rights	[DATE]	Counsel	7.A.13

2.3 Deliberation and Disinterested Review

The Board met [on [DATE] by videoconference / in a series of discussions between [DATE] and [DATE]] with management and counsel, asked questions concerning the matters listed on Schedule 7, Part B, and received responses it considered adequate. Each director disclosed the relationships and interests recorded on Schedule 3. The Board considered whether any director is a Conflicted Director, whether approval should be given by a committee of Disinterested Directors, whether stockholder approval by disinterested stockholders should be sought, and whether any required Preferred Director approval under the Charter or an Investor Agreement is affected by a conflict. The conclusions appear in Section 11.

2.4 Scope of Approval

The resolutions below approve only the Financing described in the Recitals, on terms within the Approved Parameters and under the Loan Documents in the versions listed on Schedule 5 or in final forms that do not reflect a Material Change. They do not authorize a materially more burdensome facility through an open-ended delegation to officers, do not approve any future tranche, amendment, waiver or additional warrant that is not within the Approved Parameters, and do not substitute for any approval that the Charter, an Investor Agreement, a side letter, an existing contract or applicable law requires from a body other than the Board.

Drafting note: The record of review is the part of a board consent that matters if the financing is later questioned, whether by a preferred holder who did not consent, by a later acquirer’s diligence team, or in a distressed scenario by a trustee examining whether directors acted with care. A consent that recites only “the Board has reviewed the proposed transaction” invites the inference that no review occurred. Listing the materials by version and date, recording the questions asked, and recording the alternatives considered costs nothing at the time and converts a bare approval into evidence of an informed decision. Lenders do not object to this detail because it does not appear in the extract delivered to them; the Secretary’s certificate (Exhibit D) certifies the resolutions, not the materials.

3 Recitals

WHEREAS, management has proposed that the Company enter into a venture-debt financing with the Lender providing for [term loans / delayed-draw term loans / a revolving line of credit] in an aggregate principal amount of up to $[MAXIMUM COMMITMENT], consisting of [Tranche A of $摆鈼庐 available at Closing, Tranche B of $摆鈼庐 available from [DATE] through [DATE] upon satisfaction of [MILESTONE], and Tranche C of $摆鈼庐 available 摆鈼庐] (the Financing), as summarized in the term sheet dated [DATE] and more fully set out in the Loan Documents;

WHEREAS, the loans would bear interest at [a floating rate equal to [BENCHMARK] plus 摆鈼庐% with a floor of 摆鈼庐% / a fixed rate of 摆鈼庐%], would be interest-only until [DATE OR CONDITION] and would thereafter amortize in 摆鈼庐 equal monthly installments through a stated maturity of [DATE], and the Financing would include a closing fee of 摆鈼庐%, a final payment fee of 摆鈼庐% of principal advanced, a prepayment premium of 摆鈼庐% declining to 摆鈼庐%, and the other fees described in Section 9;

WHEREAS, the Company’s obligations under the Financing would be secured by a first-priority security interest in substantially all of the Company’s assets, [excluding / including] the Company’s intellectual property, and the Company would enter into [a negative pledge of its intellectual property with a lien that attaches only upon the triggers described in Section 7.2 / a present security interest in its intellectual property], deposit-account control agreements covering the accounts described in Section 7.3, and the other collateral arrangements described in Section 7;

WHEREAS, as part of the consideration for the Lender’s commitment, the Company would issue to the Lender [or its designee] a warrant to purchase shares of the Warrant Class in an amount determined under the coverage formula described in Section 8.2, at the Exercise Price described in Section 8.3, exercisable for 摆鈼庐 years, with the other terms described in Section 8;

WHEREAS, the proceeds of the Financing are expected to be used for [general working capital and corporate purposes / the specific purposes described in Schedule 7, Part A, Item 2], and management has presented the base-case and downside-case liquidity analyses indexed on Schedule 7 showing the Company’s projected runway, debt-service burden, covenant headroom and the first forecast decision date with and without the Financing;

WHEREAS, the Board has considered the alternatives indexed on Schedule 7, including an equity financing at the Company’s current stage and valuation, a smaller or later debt facility, proposals from other lenders, different amortization, collateral and warrant structures, and no transaction, and has considered the dilution, cost of capital, repayment burden, covenant risk and collateral consequences of each;

WHEREAS, counsel has reviewed the Charter, the Bylaws, the Investor Agreements, each side letter and each existing instrument containing negative covenants or consent rights, and has identified on Schedule 1 each approval, consent and waiver required for the Financing, including under the Protective Provisions, the Investor Rights Agreement, the Voting Agreement and applicable law;

WHEREAS, the Company has 摆鈼庐 shares of the Warrant Class authorized, of which 摆鈼庐 are issued and outstanding and 摆鈼庐 are reserved for other purposes, leaving 摆鈼庐 shares available for reservation for the Warrant, [which is sufficient / which is not sufficient, so that an amendment to the Charter increasing the authorized shares of the Warrant Class is required before the Warrant may be issued], as calculated on Schedule 2;

WHEREAS, the Board has reviewed the 409A Report and the information described in Section 8.4 concerning the fair value of the Warrant and the consideration to be received for it;

WHEREAS, [no director has a material interest in the Financing or a material relationship with the Lender or any of its affiliates] [[DIRECTOR NAME] has disclosed the interest or relationship described on Schedule 3 and the Board has followed the process described in Section 11];

WHEREAS, the Financing is conditioned on the delivery of certified resolutions, a secretary’s certificate, an incumbency certificate, an officer’s certificate and evidence of the stockholder and investor approvals identified on Schedule 1, in the forms contemplated by Part III and the Exhibits; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to enter into the Financing on the terms described in these recitals and within the Approved Parameters.

NOW, THEREFORE, BE IT RESOLVED as set out in Sections 4 through 17.

4 Determination of Advisability and Best Interests

4.1 Determination

RESOLVED, that, having considered the materials indexed on Schedule 7, the Company’s current and forecast liquidity, its strategic and operating plan, the financing alternatives available to it, the cost of capital, the dilution represented by the Warrant and by the equity alternative, the repayment and covenant burden of the Financing, the collateral consequences of a default, the downside scenarios presented by management and the directors’ fiduciary duties, the Board determines that the Financing, on terms within the Approved Parameters and under the Loan Documents, is advisable, fair to and in the best interests of the Company and its stockholders.

4.2 Basis of Determination

RESOLVED FURTHER, that the Board’s determination is based on the following considerations, among others, each of which is supported by the materials indexed on Schedule 7: (a) the Financing extends the Company’s forecast runway from 摆鈼庐 months to 摆鈼庐 months in the base case and from 摆鈼庐 months to 摆鈼庐 months in the downside case; (b) the Warrant represents dilution of approximately 摆鈼庐% on a fully diluted basis, compared with dilution of approximately 摆鈼庐% for an equity financing of comparable net proceeds at the valuation management considers currently achievable; (c) the all-in cost of the Financing, including interest, fees, final payment and the estimated fair value of the Warrant, is approximately 摆鈼庐% per annum, within the range management and counsel reported as consistent with current market terms for companies at the Company’s stage; (d) the covenant package provides headroom of not less than 摆鈼庐% at each test date in the base case and the first forecast covenant breach in the downside case occurs in [MONTH, YEAR], which is 摆鈼庐 months after the first forecast financing decision date; and (e) the collateral and intellectual-property protections negotiated in the Loan Documents, including the [negative pledge with springing lien / exclusions] described in Section 7.2, preserve the Company’s ability to license and develop its intellectual property in the ordinary course.

4.3 Limits of the Determination

The determination in this Section 4 is a business judgment made on the information available on the Effective Date. It is not a guarantee of future performance, a representation that the Company will satisfy the covenants or repay the loans, or an opinion as to the solvency of the Company. Any solvency certification required by the Loan Documents is given by an Authorized Officer under Section 25 solely in the manner and to the extent stated there.

5 Approval of the Financing and the Loan Documents

5.1 Approval of the Loan Documents by Name

RESOLVED, that the Financing and each of the following documents (collectively, the Loan Documents), in the versions listed on Schedule 5 or in final forms that do not reflect a Material Change, and the performance by the Company of its obligations under them, are approved:

Loan Document	Parties	Principal function	Schedule 5 item
Loan and Security Agreement (see EF-098)	Company[, each Guarantor] and Lender	Commitments, interest, fees, covenants, events of default, grant of security interest in the Collateral	Item 1
Promissory Note(s) in favor of [each Lender]	Company and Lender	Evidence of the loans; [required only if the Lender requests notes under Loan Agreement 摆搂闭]	Item 2
Intellectual Property Negative Pledge and Springing Lien Agreement [or Intellectual Property Security Agreement] (see EF-102)	Company and Lender	Negative pledge of intellectual property with a lien that attaches on specified triggers [or present lien on intellectual property with recordation at the United States Patent and Trademark Office and Copyright Office]	Item 3
Deposit Account Control Agreement(s)	Company, Lender and each depositary bank listed in Section 7.3	Lender control over deposit accounts for perfection; [springing / blocked] control	Item 4
Securities Account Control Agreement(s)	Company, Lender and each securities intermediary	Control over investment accounts	Item 5
Perfection Certificate and Collateral Disclosure Schedules (see EF-099)	Company	Factual disclosures supporting perfection and the Loan Agreement representations	Item 6
Warrant to Purchase [Warrant Class]	Company and Lender [or designee]	Equity consideration described in Section 8	Item 7
Fee Letter [and Final Payment Letter]	Company and Lender	Fees not stated in the Loan Agreement	Item 8
Side Letter	Company and Lender	[Milestone definitions, reporting accommodations, post-closing items, other agreed matters]	Item 9
Subordination Agreement(s)	Company, Lender and [EACH EXISTING NOTEHOLDER OR CREDITOR]	Subordination of existing indebtedness and liens to the Financing	Item 10
Intercreditor Agreement	Lender and [OTHER SECURED CREDITOR]	Lien priority between secured creditors; Company acknowledges	Item 11
Landlord Waiver(s) and Bailee Letter(s)	Company, Lender and each landlord or bailee	Lender access to Collateral at leased or third-party premises	Item 12
Guaranty and Pledge Agreement (if any subsidiary)	[SUBSIDIARY] and Lender	Subsidiary guaranty and pledge of subsidiary equity, limited as described in Section 7.5	Item 13
Secretary’s Certificate, Incumbency Certificate and Officer’s Closing Certificate	Company	Authority, incumbency and bring-down deliverables in the forms of Exhibits D and E and Section 25	Item 14
Borrowing Request and Funding Conditions Certificate (see EF-100)	Company	Request for each advance	Item 15
Compliance Certificate form (see EF-101)	Company	Periodic covenant certification	Item 16
Insurance endorsements naming Lender as lender loss payee and additional insured	Company’s insurers	Insurance covenant compliance	Item 17
Payoff Letter and lien releases from [EXISTING LENDER] (if refinancing)	Existing lender	Termination of existing facility and liens as a condition to Closing	Item 18
Post-Closing Letter	Company and Lender	Deferred deliverables with deadlines (see EF-104)	Item 19
UCC financing statements, intellectual-property recordation documents and other perfection filings	Company (as debtor)	Perfection of the security interests granted in the executed Loan Documents	Item 20

RESOLVED FURTHER, that any Loan Document listed on Schedule 5 as not substantially complete on the Effective Date is approved only in a final form that is consistent with the Approved Parameters and that counsel confirms in writing to the Secretary does not reflect a Material Change, failing which it must be approved by Supplemental Consent in the form of Exhibit A before execution.

5.2 Approved Parameters

RESOLVED FURTHER, that the Authorized Officers may finalize and execute the Loan Documents only if the final terms are within the following parameters (the Approved Parameters):

Term	Approved limit or range	Loan Agreement reference
Aggregate commitments	Not more than $摆鈼庐	摆搂闭
Initial advance at Closing	Not more than $摆鈼庐; not less than $摆鈼庐 if a minimum draw is required	摆搂闭
Later tranches	Tranche 摆鈼庐: not more than $摆鈼庐, available [DATES], conditioned on [MILESTONE]; no tranche may be conditioned on Lender discretion other than as stated in the approved version	摆搂闭
Interest rate	[BENCHMARK] plus not more than 摆鈼庐%; floor not more than 摆鈼庐%; or fixed rate not more than 摆鈼庐%	摆搂闭
Default rate	Not more than 摆鈼庐% above the otherwise applicable rate	摆搂闭
Interest-only period	Not less than 摆鈼庐 months from Closing; extension to 摆鈼庐 months upon [MILESTONE]	摆搂闭
Amortization	Not more than 摆鈼庐 equal monthly installments beginning not earlier than [DATE OR CONDITION]	摆搂闭
Stated maturity	Not earlier than [DATE]	摆搂闭
Closing or facility fee	Not more than 摆鈼庐% of [commitments / amounts funded]	Fee Letter 摆搂闭
Final payment fee	Not more than 摆鈼庐% of principal [advanced / committed], payable at [maturity, prepayment or acceleration]	摆搂闭
Unused or commitment fee	Not more than 摆鈼庐% per annum on undrawn commitments	摆搂闭
Prepayment premium	Not more than 摆鈼庐% in year 1, 摆鈼庐% in year 2, 摆鈼庐% thereafter; no premium on refinancing with the Lender or on a change of control after [DATE]	摆搂闭
Lender expense reimbursement	Not more than $摆鈼庐 for legal fees and $摆鈼庐 for diligence and filing costs at Closing, absent written approval by [CHIEF FINANCIAL OFFICER] documented on Schedule 5	摆搂闭
Collateral	All assets as described in the approved Loan Agreement, with the exclusions listed on Schedule 7, Part A, Item 8; intellectual property subject to Section 7.2	摆搂闭
Intellectual property	[Negative pledge with springing lien only on the triggers approved in Section 7.2 / present lien with the license carve-outs approved in Section 7.2]; no change to triggers, notice or cure without Board approval	IP Negative Pledge Agreement 摆搂闭
Deposit-account control	[Springing] control over the accounts listed in Section 7.3; excluded accounts remain excluded	摆搂闭
Financial covenants	No covenant more restrictive than the approved version; minimum cash or liquidity covenant not more than $摆鈼庐 or 摆鈼庐 months’ burn; no revenue or performance covenant tighter than 摆鈼庐% of the Board-approved plan	摆搂闭
Material adverse change clause	No “investor abandonment” or “lender judgment” prong other than as in the approved version	摆搂闭
Warrant	Coverage Amount not more than 摆鈼庐% of $摆鈼庐; maximum Warrant Shares not more than 摆鈼庐 (Schedule 2); Exercise Price not less than $摆鈼庐; term not more than 摆鈼庐 years; no put right, no price-based anti-dilution on the Exercise Price other than as stated in Section 8.8	Warrant 摆搂闭
Change of control	No mandatory prepayment premium above the Approved Parameters; no consent right over a sale of the Company beyond repayment at closing	摆搂闭
Governing law and forum	[STATE]; jury-trial waiver permitted; no confession of judgment	摆搂闭
Personal obligations	None. No director, officer or stockholder guaranty, pledge, validity guaranty or personal certification beyond an officer’s certificate in official capacity	鈥�

5.3 Material Change

RESOLVED FURTHER, that a change to any Loan Document after the Effective Date is a Material Change, and requires a Supplemental Consent before execution, if it (a) causes any term to fall outside the Approved Parameters; (b) increases aggregate commitments or any fee, rate, premium or final payment; (c) shortens any interest-only period, accelerates amortization or advances the maturity date; (d) broadens the Collateral, adds a present lien on intellectual property, adds or loosens a springing-lien trigger, or shortens any notice or cure period in the IP Negative Pledge Agreement; (e) adds a deposit account to blocked control or removes an excluded account from the exclusion; (f) adds a financial or performance covenant, tightens any covenant level or shortens any cure period; (g) adds an event of default or expands the material adverse change definition; (h) increases the Coverage Amount, the maximum Warrant Shares or the Warrant term, lowers the Exercise Price, changes the Warrant Class or adds a put right; (i) adds a change-of-control payment, consent right or restriction on a sale of the Company; (j) creates any personal obligation of any director, officer or stockholder; (k) requires any approval under the Governing Documents that has not been obtained; or (l) otherwise changes the allocation of risk between the Company and the Lender in a manner that a reasonable director would consider significant.

RESOLVED FURTHER, that counsel shall deliver to the Secretary, before execution of the Loan Documents, a written confirmation identifying each change from the Schedule 5 versions and stating whether any change is a Material Change, which confirmation shall be filed with this consent.

5.4 Approval on Substantially Final Documents

RESOLVED FURTHER, that where the Board approves a Loan Document in a version that is not final, the Authorized Officers shall cause the final executed version to be filed with this consent together with counsel’s confirmation under Section 5.3, and the Secretary’s certificate delivered at Closing shall certify these resolutions as adopted, including the Approved Parameters, rather than certify that the executed documents are “the documents approved by the Board” without qualification.

Drafting note: The gap between the version a board approves and the version the company signs is where most authority problems arise. Lenders typically circulate near-final documents a few days before closing and continue to negotiate collateral schedules, covenant levels and the warrant through the night before funding. The lender’s form of resolutions bridges that gap with “substantially the form presented, with such changes as the officer executing the same shall approve, such approval to be conclusively evidenced by execution.” That formula transfers to a single officer the power to accept any change at all. The founder-protective position, adopted here, is a defined Approved Parameters table plus a Material Change definition, with a short Supplemental Consent (Exhibit A) available if a change crosses the line. Boards of venture-backed companies can approve a Supplemental Consent in hours by electronic signature, so the carve-back costs little and preserves the record that each material economic term was actually approved by the directors.

6 Authorization to Incur Indebtedness

6.1 Incurrence

RESOLVED, that the Company is authorized to borrow from the Lender, and to incur indebtedness under the Loan Documents in an aggregate principal amount outstanding at any time not to exceed $[MAXIMUM COMMITMENT], together with interest, fees, final payments, premiums, expenses and other obligations provided for in the Loan Documents, and to repay, prepay and reborrow (where the Loan Agreement permits) in accordance with the Loan Documents, in each case within the Approved Parameters and the Debt Cap.

6.2 Debt Cap and Interaction with Charter and Contractual Limits

RESOLVED FURTHER, that the Board has reviewed the following limits on the Company’s indebtedness and determines that the Financing, measured as stated below, is within each of them or that the required consent has been or will be obtained before Closing as recorded on Schedule 1:

Source of limit	Provision	Limit	Measurement basis	Indebtedness counted	Headroom after Financing	Consent required and status
Charter Protective Provisions	Article 摆鈼庐, Section 鈼�	Aggregate indebtedness for borrowed money not to exceed $摆鈼庐 [unless approved by the Board including 摆鈼庐 Preferred Director(s)]	[Aggregate outstanding after the action / per transaction] [Commitment / funded amount]	[Existing debt $摆鈼庐 plus Financing $摆鈼庐]	$摆鈼庐	[Preferred Majority consent obtained [DATE] / within limit; no consent / Board including Preferred Directors, satisfied by this consent]
Investor Rights Agreement	Section 鈼�	Indebtedness in excess of $摆鈼庐 not included in Board-approved budget	Per incurrence; aggregate for the facility	$摆鈼庐	$摆鈼庐	[Preferred Director approval, satisfied by this consent / Investor Consent obtained [DATE]]
Side letter with [INVESTOR]	Section 摆鈼庐	[Consent to indebtedness above $摆鈼庐 / notice only]	摆鈼庐	$摆鈼庐	$摆鈼庐	摆鈼庐
Existing [CONVERTIBLE NOTES / LOAN AGREEMENT]	Section 摆鈼庐	[No senior indebtedness without noteholder consent / permitted senior debt basket of $摆鈼庐]	摆鈼庐	$摆鈼庐	$摆鈼庐	[Subordination Agreement and noteholder consent obtained [DATE]]
Equipment lease or other instrument	Section 摆鈼庐	摆鈼庐	摆鈼庐	$摆鈼庐	$摆鈼庐	摆鈼庐
This consent	Section 6.1	[MAXIMUMCOMMITMENT]\|Aggregateprincipaloutstanding\|Financingonly触鈥攟Adopted触触鈥�鈥呪赌�鈥�DebtCap鈥�鈥呪赌�鈥�(lowestapplicable)触鈥攟鈥�鈥�摆鈼庐**	鈥�	鈥�	$摆鈼庐	鈥�

RESOLVED FURTHER, that for purposes of this Section the Board has determined that the Financing is measured at [the full aggregate commitment of $摆鈼庐, whether or not funded] [the amount actually funded from time to time, with each later advance tested against the Debt Cap in the commitment-and-debt-limit schedule to the Borrowing Request under EF-100], and that the final payment fee [is / is not] treated as indebtedness for purposes of each limit, in each case consistent with the written analysis of counsel indexed on Schedule 7, Part A, Item 11.

Drafting note: Read the charter debt threshold three times. First, identify whether it is an aggregate test (“if the aggregate indebtedness of the Corporation following such action would exceed $X”) or a per-transaction test (“incur indebtedness in excess of $X in any single transaction or series of related transactions”). A per-transaction threshold may be satisfied by a facility that, together with existing equipment leases and convertible notes, far exceeds what the preferred holders expected to control; an aggregate threshold may be tripped by a small facility layered on existing debt. Second, identify whether a delayed-draw facility is measured at commitment or at funding. Most protective provisions speak of indebtedness “incurred” or “created,” and a committed but undrawn tranche is a strong argument for measuring at funding; the conservative course, and the one lenders prefer because it eliminates a later consent condition, is to obtain the consent for the full commitment at the outset. Third, read the carve-outs. The common formulation excepts debt “approved by the Board including the Preferred Director(s),” which means the Preferred Directors’ signatures on this consent satisfy the provision, unless a Preferred Director is a Conflicted Director who cannot supply that approval (Section 11.6). Investor rights agreements typically add a second, lower threshold for debt not in the approved budget, which is measured per incurrence and almost always requires Preferred Director approval for a venture-debt facility. Record the measurement basis for each limit on Schedule 1 so that later borrowing requests apply the same reading.

6.3 Notes and Evidence of Indebtedness

RESOLVED FURTHER, that the Authorized Officers are authorized to execute and deliver one or more promissory notes evidencing the loans if the Lender so requests under the Loan Agreement, in the form attached to the Loan Agreement, and to execute replacement notes upon assignment by the Lender to the extent the Loan Agreement permits assignment.

6.4 Use of Proceeds

RESOLVED FURTHER, that the proceeds of the Financing shall be used for [general working capital and general corporate purposes / the specific purposes identified on Schedule 7, Part A, Item 2] and for no purpose prohibited by the Loan Agreement, the Governing Documents or applicable law, including the repurchase or redemption of equity securities, the payment of dividends, the repayment of indebtedness owed to any director, officer or stockholder [other than 摆鈼庐], or any purpose requiring a separate approval under the Protective Provisions that has not been obtained.

6.5 No Personal Obligations

RESOLVED FURTHER, that no director, officer, employee or stockholder of the Company is authorized or requested to guarantee, pledge personal assets for, or provide any validity, bad-boy or other personal undertaking in respect of, the Financing, and any Loan Document that would require such an undertaking reflects a Material Change.

7 Grant of Security Interests and Collateral Matters

7.1 Grant of Liens

RESOLVED, that the Company is authorized to grant to the Lender a continuing security interest in and lien on the Collateral, consisting of [all of the Company’s present and after-acquired personal property / the specific property described in the Loan Agreement], excluding the property identified as excluded Collateral in the approved Loan Agreement and on Schedule 7, Part A, Item 8, to secure the payment and performance of the obligations under the Loan Documents, subject to the permitted liens stated in the Loan Agreement; and that the grant shall be effected only by execution of the approved Loan Documents and not by any filing or instrument that describes Collateral more broadly than the executed grant.

7.2 Intellectual Property: Negative Pledge or Springing Lien

RESOLVED FURTHER, that the Company is authorized to enter into the IP Negative Pledge Agreement under which the Company [agrees not to grant any lien on its intellectual property to any person other than the Lender and grants to the Lender a security interest in its intellectual property that attaches only upon the occurrence of a trigger described below] [grants to the Lender a present security interest in its intellectual property, subject to the license carve-outs described below], and that the following terms are approved and may not be changed without Board approval:

Term	Approved position	IP Negative Pledge Agreement reference
Triggers for lien attachment (springing structure)	Only: (a) an Event of Default that has continued beyond the applicable cure period and in respect of which the Lender has delivered written notice of acceleration or of exercise of the springing lien; (b) [a bankruptcy or insolvency event]; (c) [a transfer of material intellectual property outside the ordinary course in violation of the negative pledge]. No trigger based on Lender judgment, investor abandonment or a Default that has not matured into an Event of Default	摆搂闭
Notice and cure before attachment	Not less than 摆鈼庐 Business Days’ written notice to the Company and the Board, with a cure right for curable defaults, before the Lender may file an IP security agreement	摆搂闭
Scope of intellectual property subject to lien	[All / registered and material unregistered] intellectual property, excluding the items on Schedule E to the IP Negative Pledge Agreement	摆搂闭
Permitted licenses	Non-exclusive licenses in the ordinary course; exclusive licenses limited to [field / territory] with Lender consent not to be unreasonably withheld; open-source licensing consistent with the Company’s policy	摆搂闭
Recordation	No recordation at the United States Patent and Trademark Office or Copyright Office before a trigger (springing structure) [or recordation of the present lien at Closing with release upon payoff]	摆搂闭
Release	Automatic release and authority to file terminations upon payment in full and termination of commitments	摆搂闭
Board approval of lien exercise	Any agreement by the Company to permit attachment without a trigger, or to waive notice or cure, requires Board approval	鈥�

RESOLVED FURTHER, that the Board has determined under Investor Rights Agreement Section 鈼� [and Charter Article 摆鈼庐, Section 摆鈼庐] that the IP Negative Pledge Agreement constitutes a [pledge / encumbrance] of the Company’s intellectual property requiring the approval of the Board including 摆鈼庐 Preferred Director(s), and that such approval is given by this consent [or has been obtained by Investor Consent as recorded on Schedule 1].

Drafting note: The typical investor rights agreement prohibits the company from selling, licensing, pledging or encumbering material technology or intellectual property, other than ordinary-course licenses, without board approval including the preferred directors. A negative pledge with a springing lien is an encumbrance for this purpose even though no lien attaches at closing, because the company has contracted away its ability to grant liens to others and has granted a contingent security interest. Treat the covenant as triggered and record the preferred-director approval expressly rather than relying on the general approval of the loan documents. On the economics, the lender’s typical ask is a present lien on all intellectual property; the market compromise for early-stage companies is a negative pledge with a springing lien on the triggers in the table; the founder-protective refinements are a notice-and-cure period before attachment, no trigger based on lender judgment, and a prohibition on recordation before a trigger, since a recorded IP security interest complicates licensing, partnership and acquisition diligence even when the loan is performing. See EF-102 for the agreement itself.

7.3 Deposit Account Control Agreements

RESOLVED FURTHER, that the Company is authorized to enter into deposit account control agreements and securities account control agreements with the Lender and each depositary bank or securities intermediary listed below, and that the following scope is approved:

Account (masked)	Institution	Account type	Control structure approved	Excluded from control	Loan Agreement reference
[鈼忊棌鈼忊棌][LAST FOUR]	[BANK]	Operating	[Springing control: Lender may deliver a notice of exclusive control only after an Event of Default / Blocked control]	No	摆搂闭
[鈼忊棌鈼忊棌][LAST FOUR]	[BANK]	Reserve or money market	[Springing control]	No	摆搂闭
[鈼忊棌鈼忊棌][LAST FOUR]	[BANK]	Payroll	鈥�	Yes: payroll and payroll-tax accounts are excluded Collateral and not subject to control	摆搂闭
[鈼忊棌鈼忊棌][LAST FOUR]	[BANK]	Employee benefit, trust, fiduciary or escrow	鈥�	Yes: excluded	摆搂闭
[鈼忊棌鈼忊棌][LAST FOUR]	[BANK]	Zero-balance or disbursement	[Springing control]	摆鈼庐	摆搂闭
[鈼忊棌鈼忊棌][LAST FOUR]	[PAYMENT PROCESSOR]	Merchant or processor reserve	[Notice of assignment only; no control agreement]	摆鈼庐	摆搂闭
Foreign accounts	[BANK, JURISDICTION]	Operating	[Excluded up to $摆鈼庐 aggregate / local-law security document]	摆鈼庐	摆搂闭

RESOLVED FURTHER, that the Authorized Officers may not agree to a control agreement that permits the Lender to deliver a notice of exclusive control, or to block or sweep an account, other than after an Event of Default under the Loan Agreement as approved, and may not add an excluded account to control without Board approval.

Drafting note: Lenders require control agreements over all deposit accounts because control is the only method of perfecting a security interest in a deposit account under UCC 搂9-104, and a blanket lien without control leaves the lender unperfected in the company’s most liquid asset. The market position for venture debt is springing control, under which the bank follows the lender’s instructions only after the lender delivers a notice stating that an event of default has occurred. The founder-protective refinements are an express exclusion for payroll, payroll-tax, benefit and trust accounts (a lender that sweeps payroll funds creates wage-and-hour and fiduciary liability for the company and its officers), a requirement that the lender copy the company on any notice of exclusive control, and a cap on the number of days the bank may hold funds before the lender must confirm or withdraw the notice. Many loan agreements also require the company to maintain a stated percentage of its cash with the lender or an affiliate bank; record that covenant in Section 5.2 and treat a change in the percentage as a Material Change.

7.4 Perfection Filings and Limits on Officer Authority

RESOLVED FURTHER, that the Authorized Officers are authorized to execute, deliver, file and record UCC financing statements and amendments, intellectual-property security agreements and recordation cover sheets (only upon a trigger in the springing structure), control agreements, landlord waivers, bailee letters, insurance endorsements, certificates of title notations and other instruments necessary to perfect the security interests granted in the executed Loan Documents, and to authorize the Lender to file financing statements describing the Collateral consistent with the executed grant; and that no officer is authorized to file or authorize any financing statement or recordation that describes Collateral more broadly than the executed grant, that names a debtor other than the Company or a Guarantor, or that is filed before the Closing Date other than as a pre-filing expressly agreed in the Loan Agreement with a release obligation if Closing does not occur.

7.5 Subsidiary Guaranties and Pledges

RESOLVED FURTHER, that [the Company has no subsidiaries] [each subsidiary listed on Schedule 4, Part C is authorized, subject to approval by its own board of directors, managers or sole member in a form approved by counsel, to guarantee the obligations under the Loan Documents and to grant security interests in its assets, and the Company is authorized to pledge the equity interests it holds in each such subsidiary, provided that the pledge of the equity of any controlled foreign corporation is limited to [65]% of the voting equity interests to the extent the Loan Agreement so provides, that no foreign subsidiary shall guarantee the obligations or grant a lien on its assets unless the Loan Agreement expressly requires it and counsel has confirmed the tax and local-law consequences, and that each subsidiary approval shall be recorded on Schedule 1, Part C].

7.6 Landlord, Bailee and Third-Party Access

RESOLVED FURTHER, that the Authorized Officers are authorized to request and deliver landlord waivers, bailee letters and other access agreements required by the Loan Agreement, and to agree to the post-closing delivery of any such agreement that cannot be obtained before Closing on the terms recorded in the Post-Closing Letter, provided that the failure of a third party to deliver such an agreement shall not, under the Loan Documents as approved, constitute an Event of Default if the Company has used commercially reasonable efforts to obtain it.

8 Approval of the Warrant and Reservation of Shares

8.1 Approval of the Warrant Issuance

RESOLVED, that the issuance to the Lender [or its designee identified on Schedule 4, Part D] of a warrant (the Warrant) to purchase shares of the Warrant Class on the following terms, in the form listed on Schedule 5, Item 7, is approved:

Term	Approved term	Warrant reference
Holder	[LENDER LEGAL NAME] [or its affiliate designee that is an accredited investor]	Preamble
Warrant Class	[Series 摆鈼庐 Preferred Stock] [Common Stock] [Next-round securities with backstop under Section 8.3]	摆搂闭
Number of Warrant Shares	The number determined under the Coverage Formula in Section 8.2, not to exceed [MAXIMUM WARRANT SHARES] shares before adjustment	摆搂闭
Exercise Price	$摆鈼庐 per share, determined under Section 8.3	摆搂闭
Term	摆鈼庐 years from the issue date; [survives repayment of the loans]	摆搂闭
Exercise methods	Cash exercise; net (cashless) exercise based on fair market value as defined in the Warrant; automatic net exercise immediately before expiration or a sale of the Company if in the money	摆搂闭
Adjustments	Stock splits, stock dividends, combinations, reclassifications and recapitalizations; conversion into the right to receive acquisition consideration in a sale of the Company; [no price-based anti-dilution adjustment of the Exercise Price]	摆搂闭
Rights of the Warrant Shares	Where the Warrant Class is Preferred Stock, the rights, preferences and privileges stated in the Charter for that series, including conversion and anti-dilution protection of the conversion price; no separate rights in the Warrant	摆搂闭
Put or redemption right	None	鈥�
Information rights	[Annual audited and quarterly unaudited financial statements while the Warrant is outstanding / as provided to Major Investors under Investor Rights Agreement Section 摆鈼庐]	摆搂闭
Registration rights	[Piggyback registration rights on the terms applicable to Registrable Securities under the Investor Rights Agreement by joinder limited to those provisions / none]	摆搂闭
Transfer	Transferable to affiliates and, with notice, to others subject to securities laws; subject to the Company’s right of first refusal on transfers to competitors identified by the Company	摆搂闭
Market stand-off	Holder agrees to the lock-up applicable to holders of Registrable Securities in connection with an initial public offering	摆搂闭
Joinders	Holder joins [the Investor Rights Agreement solely for registration and information rights] [the Voting Agreement solely for the drag-along, upon exercise] [no agreement until exercise]	摆搂闭
Securities law	Issued under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; Holder represents accredited-investor status and investment intent; restrictive legends	摆搂闭

RESOLVED FURTHER, that the number of Warrant Shares shall be determined under the following formula (the Coverage Formula), as set out in the Warrant, and that the Board has reviewed the calculation on Schedule 2, Part B:

Number of Warrant Shares = Coverage Amount 梅 Exercise Price, where the Coverage Amount equals 摆鈼庐% multiplied by [the aggregate commitments of $摆鈼庐 / the principal amount actually advanced, with the share count increasing upon each advance / $摆鈼庐 in respect of Tranche A at Closing and 摆鈼庐% of the principal amount of each later tranche upon the advance of that tranche], rounded down to the nearest whole share.

Component	Approved value	Example calculation (illustrative, replace)
Coverage percentage	摆鈼庐%	8%
Measurement base	[Commitment / funded / tranche-by-tranche]	Tranche A commitment of $5,000,000 at Closing; Tranche B $5,000,000 if drawn
Coverage Amount at Closing	$摆鈼庐	$400,000
Maximum Coverage Amount if all tranches drawn	$摆鈼庐	$800,000
Exercise Price	$摆鈼庐	$2.00 (Series 摆鈼庐 Original Issue Price)
Warrant Shares at Closing	摆鈼庐	200,000
Maximum Warrant Shares if all tranches drawn	摆鈼庐	400,000
Fully diluted percentage at Closing and at maximum (Schedule 4)	摆鈼庐% / 摆鈼庐%	0.40% / 0.80%
Shares reserved under Section 8.5	摆鈼庐	400,000 plus adjustment buffer under Schedule 2

Drafting note: Warrant coverage is quoted as a percentage of the loan, not of the company, and founders frequently misread it. Eight percent coverage on a $5,000,000 facility is a warrant to buy $400,000 of stock at the exercise price; its dilutive effect depends on the exercise price and the capitalization, and is usually well under one percent fully diluted. Market coverage ranges from roughly 2% to 6% for bank lenders on later-stage facilities and from roughly 5% to 15% for fund lenders on earlier-stage facilities, with higher coverage traded for lower interest or fees. The lender’s typical ask is coverage on the full commitment, including undrawn tranches; the founder-protective position is coverage only on amounts actually funded, or coverage on the first tranche at closing with later-tranche coverage vesting only if the tranche is drawn. Where tranche-by-tranche coverage is agreed, the Warrant must state the formula and the Board must reserve the maximum number of shares at the outset, because the Section 228(e) notice, the Investor Consent and the reservation cannot practically be re-run at each draw.

8.3 Exercise Price Determination

RESOLVED FURTHER, that the Exercise Price is $摆鈼庐 per share, being [the Original Issue Price of the Series 摆鈼庐 Preferred Stock under the Charter] [the fair market value of a share of Common Stock as determined in the 409A Report] [a price to be fixed at the lower of (a) the Original Issue Price of the Series 摆鈼庐 Preferred Stock and (b) the per-share price of the equity securities sold in the Company’s next bona fide equity financing of at least $摆鈼庐 closing within 摆鈼庐 months after the issue date, with the Warrant Class becoming that class and series; failing which the Warrant Class and Exercise Price are fixed at the Series 摆鈼庐 Preferred Stock and its Original Issue Price], and that the Board has determined that the Exercise Price and the formula are fair to the Company on the basis of the information indexed on Schedule 7, Part A, Item 9.

Drafting note: Three pricing structures are common. A preferred warrant priced at the last round’s original issue price is the market default for a company that closed a priced round within the prior twelve to eighteen months; it gives the lender the preferred’s liquidation preference and anti-dilution protection, and it does not interact with the common-stock 409A valuation because the price is the preferred price. A common warrant priced at the 409A fair market value gives the lender a cheaper strike, carries no liquidation preference, and is classified as equity for accounting purposes; its price is tied to the 409A Report, so the Board’s finding under Section 8.4 matters. A “next-round” warrant lets the lender choose the class and price of the next financing, usually with a “lower of” formulation. The lender’s typical ask is the next-round structure with a lower-of price; the founder-protective position is a fixed class and a fixed price at the last round, with a next-round election only if no priced round has closed in the prior eighteen months, and never a lower-of formulation, which gives the lender a free option on a down round. Delaware 搂157(b) and Fla. Stat. 搂607.0624 permit the consideration for a warrant to be stated as a formula, but the formula must be determinable from the instrument and the reservation must be sized at the lowest price the formula can produce.

8.4 Fair-Value Finding and Interaction with the 409A Report

RESOLVED FURTHER, that the Board determines, in good faith and in the absence of actual fraud, on the basis of the information indexed on Schedule 7, Part A, Item 9, that:

(a) the consideration to be received by the Company for the Warrant, consisting of the Lender’s commitment to extend credit under the Loan Agreement, the Lender’s entry into the Loan Documents and the economic terms of the Financing taken as a whole, is adequate and constitutes legally sufficient consideration for the issuance of the Warrant and, upon exercise and payment of the Exercise Price, for the Warrant Shares, within the meaning of [DGCL 搂搂152, 153 and 157] [Fla. Stat. 搂搂607.0621 and 607.0624], and that the Board’s judgment as to the consideration and its sufficiency is conclusive to the extent provided by those sections;

(b) the Exercise Price [equals the Original Issue Price of the Series 摆鈼庐 Preferred Stock, exceeds the fair market value per share of Common Stock of $摆鈼庐 reflected in the 409A Report and exceeds the conversion price of each outstanding series of Preferred Stock, so that the Warrant is not expected to be an issuance of Additional Shares of Common Stock at a price below any conversion price for purposes of Charter Article 摆鈼庐, Section 摆鈼庐] [is not less than the fair market value per share of Common Stock of $摆鈼庐 reflected in the 409A Report, and the Board has considered whether any event since the valuation date of the 409A Report, including the terms of the Financing, has rendered the 409A Report unreasonable and has concluded that [it has not] [management shall obtain an updated valuation before the Company’s next grant of equity awards]];

(c) management’s preliminary estimate of the fair value of the Warrant for financial reporting purposes, using [a Black-Scholes or other option-pricing model] with the inputs recorded on Schedule 2, Part D, is approximately $摆鈼庐, that the allocation of the proceeds of the Financing between the loans and the Warrant and the classification of the Warrant as equity or as a liability shall be determined by management with the Company’s independent accountants under applicable accounting standards, and that neither the estimate nor the allocation is a determination of the fair market value of the Common Stock for any tax purpose;

(d) the Warrant is issued for the Lender’s commitment and not in connection with the performance of services, is not compensatory, is not issued to a service provider, is not issued under or counted against the share reserve of the Equity Plan, and is not subject to Section 409A of the Internal Revenue Code, and that nothing in the pricing of the Warrant shall be cited by the Company as a determination of the fair market value of the Common Stock for purposes of the Equity Plan; and

(e) management shall provide the Loan Documents, the Warrant and this consent to the Company’s valuation provider and independent accountants so that the Financing is reflected in the Company’s next valuation report and in the allocation of original issue discount between the loans and the Warrant for federal income tax purposes.

Drafting note: Founders ask whether the warrant must be priced at or above the 409A value. The answer depends on the class. A preferred warrant at the last round’s original issue price is above the common 409A value by construction and raises no issue. A common warrant may lawfully be priced below the 409A value as a matter of corporate law, because the board’s judgment on consideration is conclusive absent fraud, but doing so creates two problems: it suggests to the IRS and to a later acquirer that the Board does not believe its own 409A Report, which undermines the safe harbor for employee options granted at that value, and it may trigger the charter’s price-based anti-dilution adjustment unless the warrant is an Exempted Security. The founder-protective position for a common warrant is a strike at or above the 409A value with an express Exempted Securities determination under Section 12.4. Separately, warrants to purchase redeemable preferred stock are frequently classified as liabilities under ASC 480 and marked to fair value each period, producing non-cash earnings volatility; warrants to purchase common stock are usually equity-classified. Raise the classification question with the Company’s accountants before, not after, selecting the Warrant Class. Finally, the lender’s warrant is an “investment unit” with the loan under Internal Revenue Code 搂1273(c)(2), so part of the loan proceeds is allocated to the warrant and the loan carries original issue discount; the Company’s tax preparer needs the Board’s fair-value information to compute it.

8.5 Reservation of Shares

RESOLVED FURTHER, that the Board hereby reserves, out of the Company’s authorized but unissued shares, (a) [MAXIMUM WARRANT SHARES PLUS BUFFER] shares of [the Warrant Class] for issuance upon exercise of the Warrant, and (b) where the Warrant Class is Preferred Stock, 摆鈼庐 additional shares of Common Stock for issuance upon conversion of the Warrant Shares, in each case as adjusted under the Warrant and the Charter, as calculated on Schedule 2; that the Reserved Shares shall not be issued for any other purpose while the Warrant is outstanding; and that the Secretary shall record the reservation in the Company’s stock ledger and equity-management system.

RESOLVED FURTHER, that the Board has determined on Schedule 2 that [the Company has sufficient authorized and unreserved shares of the Warrant Class and of Common Stock to satisfy the reservation] [the Company does not have sufficient authorized and unreserved shares of the Warrant Class, and an amendment to the Charter increasing the authorized shares of [the Warrant Class] [and Common Stock] from 摆鈼庐 to 摆鈼庐 is required, which the Board declares advisable and recommends to the stockholders under Section 12.6, and the Warrant shall not be issued until the amendment has become effective by filing with the [Delaware Secretary of State / Florida Department of State]].

Drafting note: The reservation step is where venture-debt warrants most often fail. Charters of venture-backed companies typically authorize exactly the number of shares of each preferred series that was sold in the round, plus a small cushion for warrants or notes converting in the round. A Series B warrant for 200,000 shares therefore usually requires a charter amendment to authorize 200,000 more Series B shares, which in turn requires a board resolution declaring the amendment advisable, a stockholder vote by the voting groups the statute and the charter specify (DGCL 搂242(b); Fla. Stat. 搂搂607.1003 and 607.1004), the Preferred Majority consent under the Protective Provisions for any charter amendment, a corresponding increase in authorized Common Stock for conversion, and a filing that must be effective before the warrant is issued. The amendment is on the critical path to closing and cannot be papered after funding. Schedule 2 forces the arithmetic. Reserve at the maximum share count the Coverage Formula can produce, including later tranches and the lowest price a next-round formula allows, plus a buffer for anti-dilution adjustments to the conversion price of the underlying preferred.

8.6 Securities-Law Exemption and Filings

RESOLVED FURTHER, that the Board determines that the offer and issuance of the Warrant and the Warrant Shares are intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D and from qualification under applicable state securities laws, on the basis of the Lender’s representations in the Warrant that it is an accredited investor acquiring for investment and the absence of general solicitation; that the Authorized Officers are authorized to file a notice on Form D with the Securities and Exchange Commission within 15 days after the issue date of the Warrant [and any required state notice filings], as recorded on Schedule 6; and that the Warrant and any certificate or book entry for the Warrant Shares shall bear the restrictive legends required by the Warrant and the Governing Documents.

8.7 Issuance upon Exercise

RESOLVED FURTHER, that upon each valid exercise of the Warrant and payment of the Exercise Price (or surrender of Warrant Shares in a net exercise), the Company shall issue to the holder the number of Warrant Shares determined under the Warrant, which shall be duly authorized, validly issued, fully paid and non-assessable; that where the Warrant Class is Preferred Stock, the Warrant Shares shall be shares of the series stated in the Warrant having the rights stated in the Charter and shall be convertible into Common Stock under the Charter; that the Authorized Officers are authorized to issue the Warrant Shares in book-entry form or by certificate, to update the stock ledger and equity-management system, to deliver any notices required by the Investor Agreements, and to require the holder to execute the joinders stated in the Warrant; and that no exercise shall be honored that would require the Company to issue a class or series of stock that the Charter does not then authorize or shares in excess of the Reserved Shares without further action of the Board and, where required, the stockholders.

8.8 Adjustments, Net Exercise and Absence of Put Right

RESOLVED FURTHER, that the adjustment provisions of the Warrant are approved only to the extent they (a) adjust the number of Warrant Shares and the Exercise Price proportionately for stock splits, stock dividends, combinations and reclassifications; (b) provide that upon a sale of the Company the Warrant becomes exercisable for the consideration the holder would have received had it exercised immediately before the sale, or is net exercised automatically if in the money and otherwise terminates; and (c) where the Warrant Class is Preferred Stock, rely on the conversion-price adjustment provisions of the Charter rather than adjusting the Exercise Price for dilutive issuances; and that any provision granting the holder a right to require the Company to repurchase the Warrant or the Warrant Shares for cash, a most-favored-nation right to the terms of future warrants, or a price-based adjustment of the Exercise Price reflects a Material Change.

Drafting note: Lenders sometimes ask for a put right permitting the holder to require the company to repurchase the warrant for a stated amount upon a change of control or at maturity, or for price-based anti-dilution on the exercise price itself. A put right converts equity into debt for accounting purposes, is a redemption subject to the legal-capital limits of DGCL 搂160 and Fla. Stat. 搂607.06401, and usually requires a separate Preferred Majority consent under the Protective Provisions governing redemptions. Price-based adjustment of the exercise price duplicates the anti-dilution protection the preferred already carries and, for a common warrant, gives the lender protection that no common holder has. Both should be declined. Net exercise and automatic exercise at expiration or a sale if in the money are market and benefit the company by avoiding an expiring in-the-money warrant whose holder failed to exercise and later claims mistake.

8.9 Information Rights, Registration Rights and Joinders

RESOLVED FURTHER, that the Authorized Officers are authorized to cause the holder of the Warrant to become a party to [the Investor Rights Agreement solely with respect to Sections 摆鈼庐 (registration rights) and 摆鈼庐 (information rights)] [the Voting Agreement solely with respect to Section 摆鈼庐 (drag-along), effective upon exercise] by joinder in the form attached to the Warrant, and to deliver any notice to the Requisite Holders required by those agreements for the admission of an additional party; and that no joinder shall confer on the holder any right to designate or vote for directors, any right of first offer on new securities beyond that available to holders of the Warrant Class generally, or any consent right that the Investor Agreements reserve to Major Investors or Requisite Holders.

8.10 Capitalization and Equity Plan Treatment

RESOLVED FURTHER, that the Secretary shall record the Warrant on the capitalization table and in the equity-management system as a warrant outside the Equity Plan, reflect the Reserved Shares, and deliver an updated capitalization table in the form of Schedule 4 to the Lender at Closing and to the Board at its next regular meeting; and that the share reserve of the Equity Plan is not increased, decreased or otherwise affected by the Warrant.

9 Approval of Fees and Expenses

9.1 Fees

RESOLVED, that the payment of the following fees to the Lender, in the amounts and at the times stated in the Loan Documents and within the Approved Parameters, is approved:

Fee	Approved amount or rate	Payable	Calculation base	Netted from proceeds at Closing	Loan Document reference
Closing or facility fee	摆鈼庐%	Closing [and each later tranche]	[Commitment / amount funded]	[Yes / No]	Fee Letter 摆搂闭
Final payment fee	摆鈼庐%	Maturity, prepayment or acceleration	Principal [advanced / committed]	No	Loan Agreement 摆搂闭
Unused or commitment fee	摆鈼庐% per annum	[Quarterly]	Undrawn commitments	No	摆搂闭
Prepayment premium	摆鈼庐% / 摆鈼庐% / 摆鈼庐% by year	Upon prepayment	Principal prepaid	No	摆搂闭
Good-faith or diligence deposit	$摆鈼庐	Paid before Closing; [credited against closing fee / refunded if Closing does not occur other than by Company default]	鈥�	[Credited]	Term sheet 摆搂闭
Lender legal fees	Not more than $摆鈼庐	Closing	Actual, documented	[Yes]	摆搂闭
Lender diligence, field exam, lien search and filing costs	Not more than $摆鈼庐	Closing	Actual, documented	[Yes]	摆搂闭
Control-agreement bank fees	As charged by each depositary bank	Closing and annually	鈥�	No	鈥�
Amendment and waiver fees	None pre-agreed; any fee requires Board approval if above $摆鈼庐	鈥�	鈥�	鈥�	鈥�
Late fee and default interest	摆鈼庐% of overdue amount; default rate per Section 5.2	Upon occurrence	鈥�	鈥�	摆搂闭

9.2 Expense Reimbursement and Caps

RESOLVED FURTHER, that the Company is authorized to reimburse the Lender’s reasonable and documented out-of-pocket costs and expenses incurred in connection with the Financing, including legal fees, in an aggregate amount at Closing not to exceed $摆鈼庐, and that any reimbursement in excess of that amount requires the written approval of the [CHIEF FINANCIAL OFFICER] recorded on Schedule 5 and, if the excess is more than $摆鈼庐, a Supplemental Consent; and that the Authorized Officers shall obtain itemized invoices before payment and shall reconcile the funds-flow deductions to Schedule 3 of the Borrowing Request under EF-100.

9.3 Company Costs

RESOLVED FURTHER, that the payment of the Company’s own costs of the Financing, including fees of counsel, the valuation provider, the independent accountants, filing offices and depositary banks, in an aggregate amount not to exceed $摆鈼庐 without further approval of the [CHIEF EXECUTIVE OFFICER], is approved.

Drafting note: The lender’s term sheet usually caps lender legal fees “at $[X] absent unusual circumstances” and then defines nothing. The founder-protective position is a hard cap in the Fee Letter with an express statement that the cap includes diligence, lien searches, filing fees and post-closing matters, that any excess is borne by the lender, and that the company receives itemized invoices before closing. Confirm that the closing fee and the final payment fee are calculated on the same base; a closing fee on commitments combined with a final payment fee on amounts funded is market, while a final payment fee on commitments regardless of funding is not and should be declined. Fees netted from proceeds at closing reduce the cash received without reducing the principal owed, so the Board should see the all-in cost on a net-proceeds basis (Section 4.2(c)) before approving.

10 Officer Authorization and Authority Limits

10.1 Authorized Officers

RESOLVED, that each of the following officers (each an Authorized Officer) is authorized, in the name and on behalf of the Company, to take the actions stated in Section 10.2 within the limits stated in Section 10.3:

Officer	Title	Documents the officer may execute alone	Actions requiring a second Authorized Officer
[NAME]	Chief Executive Officer [and President]	All Loan Documents; Warrant; certificates in Section 25	Approval of changes within Section 10.3(a); approval of any change to wire instructions
[NAME]	Chief Financial Officer [or Treasurer]	Loan Agreement; Fee Letter; control agreements; Perfection Certificate; Borrowing Requests; Compliance Certificates; funds-flow memoranda	Approval of changes within Section 10.3(a); approval of any change to wire instructions
[NAME]	Secretary	Secretary’s Certificate; Incumbency Certificate; stock ledger and reservation entries; notices under Section 21	鈥�
[NAME]	[General Counsel / Vice President]	Perfection filings; notices; joinders; post-closing deliverables	鈥�

10.2 Scope of Authority

RESOLVED FURTHER, that the Authorized Officers are authorized, acting within the limits of Section 10.3, to: (a) negotiate, finalize, execute and deliver the Loan Documents and the Warrant in forms consistent with the Approved Parameters; (b) agree to changes to the Loan Documents that are not Material Changes; (c) deliver Borrowing Requests, Compliance Certificates, notices and other communications containing accurate factual certifications; (d) pay the fees and expenses approved in Section 9; (e) make the filings and take the perfection actions approved in Section 7.4; (f) open, maintain and close deposit accounts and enter into the control agreements approved in Section 7.3; (g) issue the Warrant and, upon exercise, the Warrant Shares, and update the Company’s records; (h) obtain and deliver the certificates, good-standing certificates, consents and evidence listed on Schedule 1 and in Part III; (i) deliver the notices required by Section 21 and Schedule 6; (j) engage counsel, the valuation provider and other advisors for the Financing within the budget approved in Section 9.3; and (k) take other actions reasonably necessary to consummate and administer the Financing in accordance with the Loan Documents.

10.3 Authority Limits

RESOLVED FURTHER, that the authority granted in this Section 10 is subject to the following limits, which the Secretary’s certificate shall certify as part of these resolutions:

Matter	Limit	Approval if the limit is exceeded
(a) Changes to economic terms	Authorized Officers acting together may agree to changes that, in the aggregate, do not increase the Company’s cost by more than $摆鈼庐 or 摆鈼庐 basis points per annum and do not fall outside the Approved Parameters	Supplemental Consent (Exhibit A)
(b) Changes to non-economic terms	Changes that are not Material Changes, as confirmed by counsel under Section 5.3	Supplemental Consent
(c) Commitment amount	No increase above $[MAXIMUM COMMITMENT]; reduction permitted with notice to the Board	Supplemental Consent and, if required, Investor Consent
(d) Warrant	No change to Warrant Class, Coverage Formula, maximum Warrant Shares, Exercise Price, term or adjustment provisions	Supplemental Consent and, if required, Stockholder Consent and Investor Consent
(e) Collateral and IP	No expansion of Collateral, no change to IP triggers, notice or cure, no addition of an excluded account to control	Supplemental Consent and, if required, Preferred Director approval under Investor Rights Agreement Section 鈼�
(f) Closing date	May extend the outside Closing Date by not more than 摆鈼庐 days	Supplemental Consent
(g) Expenses	Within Sections 9.2 and 9.3	[CHIEF FINANCIAL OFFICER] approval up to $摆鈼庐; Supplemental Consent above
(h) Wire instructions	Any instruction or change requires approval by two Authorized Officers and the verification protocol in EF-100, Section 4	No exception
(i) Certificates	Only factual certifications the officer has verified; no certification of legal conclusions or of Lender determinations	No exception
(j) Post-closing deferrals	May agree to defer a closing deliverable only with the Lender’s written agreement and a deadline not more than 摆鈼庐 days after Closing	Report to Board at next meeting
(k) Amendments and waivers after Closing	May request waivers; may agree to amendments that are not Material Changes and involve no fee above $摆鈼庐	Supplemental Consent

10.4 Material-Change Carve-Back

RESOLVED FURTHER, that any Material Change, any matter exceeding a limit in Section 10.3 and any matter that counsel identifies as requiring an approval not yet obtained under the Governing Documents is reserved to the Board and shall be submitted for approval by Supplemental Consent in the form of Exhibit A, which may be adopted by electronic signature under Section 17; and that execution of a Loan Document reflecting a Material Change without a Supplemental Consent is outside the authority granted by this consent, without prejudice to the rights of the Lender under applicable law to rely on the Secretary’s certificate.

10.5 Prohibited Actions

RESOLVED FURTHER, that no Authorized Officer is authorized to: (a) sign any certificate the officer knows or should know to be inaccurate, or certify any matter reserved to the Lender’s judgment; (b) agree to any personal guaranty, pledge or undertaking by any individual; (c) change the Warrant Class or issue any security the Charter does not authorize; (d) waive or purport to waive any approval required by the Governing Documents or any fiduciary duty; (e) agree to any provision restricting the Board’s ability to approve a sale of the Company or an equity financing beyond repayment of the loans; (f) file or authorize any financing statement or recordation broader than the executed grant; (g) deliver a notice of borrowing that would cause indebtedness to exceed the Debt Cap; (h) pay any fee not approved in Section 9 or exceeding its cap; (i) represent to the Lender that any consent on Schedule 1 has been obtained before an executed instrument has been delivered to the Company; or (j) take any action after a director has delivered a written objection to the Secretary stating that the action is a Material Change, until the Board has acted.

10.6 Delegation and Reliance

RESOLVED FURTHER, that an Authorized Officer may delegate ministerial tasks (such as the submission of filings and the transmission of executed documents) to employees and counsel but may not delegate the approval of any change, certification or payment; and that the Lender and other third parties may rely on the Secretary’s certificate as to the incumbency and authority of the Authorized Officers, it being understood that the limits in Section 10.3 are included in the certified resolutions so that any person relying on the certificate has notice of them.

Drafting note: Internal authority limits bind the officers and inform the record; they do not necessarily bind a lender that relies in good faith on a certified copy of resolutions and an incumbency certificate. That is the reason the limits are drafted into the resolutions themselves and certified to the lender rather than kept in a separate internal memorandum. A lender that receives resolutions containing an Approved Parameters table and a Material Change definition has notice that an officer’s signature on a document outside those parameters was unauthorized, which changes the apparent-authority analysis. Lenders occasionally push back on receiving limits in the certified resolutions; the response is that the limits describe the approved transaction, which is what the lender’s closing condition requires the resolutions to do.

11 Interested-Director Disclosure, Abstention and Approval Record

11.1 Disclosures

RESOLVED, that the Board acknowledges the disclosures recorded on Schedule 3 concerning each director’s and officer’s interests in, and relationships with, the Lender and its affiliates, including [that [DIRECTOR NAME] is a [partner / managing director / employee] of [INVESTOR], which [is an affiliate of the Lender / holds limited-partner interests in a fund managed by an affiliate of the Lender / is a co-investor with the Lender’s affiliate in other portfolio companies / has a representative on the Lender’s advisory board]] [that no director or officer has any such interest or relationship], and that the material facts of each disclosed interest and of the Financing, including the involvement of each Conflicted Director in its initiation, negotiation or approval, were disclosed to or known by all directors before the Board acted.

11.2 Determination of Disinterested Directors

RESOLVED FURTHER, that the Board determines, on the basis of Schedule 3, that [each director is a Disinterested Director with respect to the Financing] [[DIRECTOR NAME(S)] [is / are] Conflicted Directors with respect to the Financing and that [DIRECTOR NAME(S)] are Disinterested Directors], applying [the definitions of “disinterested director,” “material interest” and “material relationship” in DGCL 搂144(e)] [the definitions in Fla. Stat. 搂607.0832(1) and the “qualified director” standard in Fla. Stat. 搂607.0143]; and that the designation of a director by an investor that has an interest in the Financing is not, of itself, treated as evidence that the director is not disinterested, consistent with [DGCL 搂144(d)(3)] [Fla. Stat. 搂607.0143].

11.3 Approval by Disinterested Directors

RESOLVED FURTHER, that [no director being a Conflicted Director, this Section 11.3 is not applicable] [the Financing is approved by the affirmative vote of each Disinterested Director, who together constitute [a majority / all] of the directors then serving, consistent with [DGCL 搂144(a)(1)] [Fla. Stat. 搂607.0832(3)(a)1.], and [DIRECTOR NAME], as a Conflicted Director, has signed this consent solely to permit action by unanimous written consent and has not participated in the deliberation or approval of the Financing, as recorded in Section 11.7] [because a majority of the directors are not Disinterested Directors with respect to the Financing, the Board hereby establishes a committee of the Board (the Financing Committee) consisting of [DIRECTOR NAME] and [DIRECTOR NAME], each of whom the Board has determined to be a Disinterested Director, delegates to the Financing Committee the authority to review, negotiate, approve or reject the Financing and the Loan Documents on behalf of the Board, and directs that the Financing Committee’s approval be evidenced by a written consent of the Financing Committee attached to this consent as Annex 11.3, consistent with DGCL 搂144(a)(1) and Bylaws Section 摆鈼庐].

Drafting note: Written consents and conflicts fit together poorly. A board acting by written consent must act unanimously, so a conflicted director cannot abstain in the way a director abstains at a meeting; if the conflicted director does not sign, the consent is ineffective, and if the director does sign, the record must explain what the signature means. Three paths are workable. First, hold a short meeting (by telephone or videoconference), have the conflicted director leave after disclosure, and record the disinterested vote in minutes; this is the cleanest record but requires notice or waiver under the bylaws. Second, under the 2025 amendments to DGCL 搂144, have every director sign the written consent, with the consent reciting that the approval is given by the affirmative vote of the disinterested directors and that the conflicted director’s signature evidences consent to proceeding by written consent rather than approval of the transaction; the amended statute provides that an interested director’s participation or counted vote does not defeat the safe harbor so long as a majority of the disinterested directors approve. Third, where a majority of the board is conflicted, which happens when the lender is affiliated with the lead investor and the investor holds two seats, the statute requires approval by a committee of two or more directors each determined to be disinterested; form the committee in the board consent and have the committee approve by its own written consent. Florida’s statute does not contain the committee requirement but does require approval by a majority of qualified directors and provides that approval cannot be given “solely by a single director,” so a Florida board with one disinterested director must use the stockholder path or rely on fairness.

11.4 Alternative Approval by Disinterested Stockholders

RESOLVED FURTHER, that [no stockholder approval of the Financing as an interested transaction is sought] [in addition to the approval under Section 11.3, the Board directs that the Financing be submitted to the stockholders for approval under [DGCL 搂144(a)(2)] [Fla. Stat. 搂607.0832(3)(a)2.] by the Stockholder Consent, with the disclosure of the material facts recorded on Schedule 3 included in the Stockholder Consent and in the notice under Section 21, and that for purposes of that approval the shares held by [INVESTOR] and its affiliates shall not be counted as shares of disinterested stockholders], as recorded on Schedule 1.

11.5 Fairness Finding

RESOLVED FURTHER, that, independently of Sections 11.3 and 11.4, the Board (acting through its Disinterested Directors) determines that the Financing is fair as to the Company and its stockholders, on the basis that: (a) the economic terms of the Financing were compared with 摆鈼庐 written proposals from unaffiliated lenders indexed on Schedule 7, Part A, Item 6, and are [at or more favorable than the median of those proposals on interest rate, fees, final payment, warrant coverage and covenant package] [within the range of those proposals, with the differences explained on Schedule 3, Part C]; (b) the Financing was negotiated by management and counsel without participation by any Conflicted Director; (c) the Conflicted Director’s interest arises from 摆鈼庐 and does not include any fee, carried interest or other compensation specific to the Financing [other than 摆鈼庐]; and (d) the terms are, in the Board’s judgment, comparable to what might have been obtained in an arm’s-length transaction, within the meaning of [DGCL 搂144(a)(3)] [Fla. Stat. 搂607.0832(1)(b) and (2)].

11.6 Effect of a Conflict on Preferred Director Approval Requirements

RESOLVED FURTHER, that where the Charter or an Investor Agreement requires the approval of the Board “including the Preferred Director(s)” for any action on Schedule 1, and a Preferred Director is a Conflicted Director who has not participated in the approval, the Board has determined that [the approval of the remaining Preferred Director(s) satisfies the requirement] [the requirement cannot be satisfied by Board action alone and the Company shall obtain the Investor Consent of the Preferred Majority (or the applicable series) under Charter Article 摆鈼庐, Section 摆鈼庐 and the Requisite Holders under Investor Rights Agreement Section 摆鈼庐 expressly approving the action, as recorded on Schedule 1]; and that, consistent with Fla. Stat. 搂607.0832(6) where applicable, any quorum or voting requirement of the Charter or Bylaws that is not satisfied by the action of the Disinterested Directors alone shall be satisfied by a separate action of the full Board in which the vote of the Conflicted Director may be counted, which action is also evidenced by this consent.

Drafting note: Charters often make the preferred director’s approval the mechanism for the preferred holders’ consent to debt (“other than indebtedness approved by the Board including the Series A Director”). When the Series A Director is conflicted because the lender is affiliated with the Series A investor, the company faces a dilemma: the director’s approval is needed to satisfy the charter but is tainted for fiduciary purposes. The resolution is to go to the holders directly. The Preferred Majority can consent to the action under the protective provision itself, which does not depend on the director’s vote, and the Requisite Holders can waive or satisfy the investor rights agreement covenant. The Investor Consent (Exhibit F) is drafted to do both. The conflicted investor’s own shares count toward the Preferred Majority for charter purposes (the charter does not exclude interested holders) but do not count toward a disinterested-stockholder approval under DGCL 搂144(a)(2) or Fla. Stat. 搂607.0832(3)(a)2.; record both calculations separately on Schedule 1.

11.7 Participation Record

Director	Status	Participated in deliberation	Received materials	Voted or approved	Signature meaning on this consent
[NAME]	Disinterested Director	Yes	Yes	Approved	Approval of the Financing and of all resolutions
[NAME]	Disinterested Director	Yes	Yes	Approved	Approval of the Financing and of all resolutions
[NAME]	Disinterested Director (Preferred Director, [SERIES])	Yes	Yes	Approved	Approval of the Financing and of all resolutions, including as the Preferred Director approval required by [PROVISION]
[NAME]	Conflicted Director (see Schedule 3)	[No / Disclosure only]	[Yes, subject to Section 11.8]	[Did not vote on Sections 4鈥�9]	Consent to action by written consent; acknowledgment of disclosures; approval of Sections 1鈥�3 and 10鈥�17 only; no approval of the Financing itself

11.8 Confidentiality and Information Barriers

RESOLVED FURTHER, that each Conflicted Director shall not share with the Lender or its affiliates any Board materials or deliberations concerning the Financing other than information the Company has delivered to the Lender under the Loan Documents, that the Company’s information-rights obligations to the Lender are governed solely by the Loan Documents, and that management shall deliver materials relating to any future amendment, waiver, default or refinancing of the Financing to the Conflicted Director only after the Disinterested Directors have determined the scope of that director’s participation.

Drafting note: Investor-affiliated venture lenders are common: some venture firms operate credit funds, some lenders’ advisory boards include venture investors, and co-investment relationships are routine. The conflict is usually manageable, but the record must show that it was identified and handled. The practical steps are: a written conflicts questionnaire to every director before the Board acts (Schedule 3); disclosure of the material facts in the consent; negotiation led by management and counsel with the conflicted director excluded; a market check with at least two unaffiliated proposals so the fairness finding has a basis; approval by the disinterested directors or a committee as Section 11.3 requires; direct Preferred Majority consent where the charter uses the preferred-director mechanism; and an information-barrier resolution so that the lender does not obtain through its board affiliate what the loan agreement does not give it. Treat later events the same way: an amendment, waiver, forbearance or default negotiation with an affiliated lender re-opens the conflict and requires the same process.

12 Protective-Provision and Contractual Approval Record

12.1 Adoption of the Approval Matrix

RESOLVED, that the Approval Matrix on Schedule 1 is adopted as the Board’s record of each approval, consent and waiver required for the Financing under the Charter, the Bylaws, the Investor Agreements, each side letter, each existing instrument and applicable law, together with the governing provision, the approving body, the threshold, the status and the evidence for each.

12.2 Closing Conditioned on Required Approvals

RESOLVED FURTHER, that the Financing shall not close, no Loan Document shall be executed and delivered (other than in escrow pending Closing), and the Warrant shall not be issued, until each item on Schedule 1 marked “required before Closing” has been obtained by delivery to the Company of an executed instrument satisfying the governing provision, or counsel has confirmed in writing to the Secretary that the item is not required, and the Secretary has recorded the evidence on Schedule 1; and that an Authorized Officer shall confirm compliance with this Section in the officer’s certificate under Section 25.

12.3 Board Approval Not a Substitute

RESOLVED FURTHER, that nothing in this consent constitutes, or shall be represented to any person as constituting, the consent of the holders of any class or series of Preferred Stock under the Protective Provisions, the approval or waiver of the Requisite Holders under any Investor Agreement, the consent of any side-letter counterparty, the consent of any existing creditor, or the approval of the stockholders under [DGCL 搂242] [Fla. Stat. 搂607.1003] of any amendment to the Charter, each of which must be obtained separately from the body whose approval is required.

12.4 Exempted Securities Determination

RESOLVED FURTHER, that the Board, [including each Preferred Director,] determines that the Warrant and the Warrant Shares are issued “to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board” within the meaning of Charter Article 摆鈼庐, Section 摆鈼庐 and Investor Rights Agreement Section 摆鈼庐, and accordingly constitute Exempted Securities that are excluded from the anti-dilution adjustment provisions of the Charter and from the right of first offer under the Investor Rights Agreement; [provided that, because the Lender is [not a bank and the application of the exemption to a non-bank venture lender is not free from doubt] [an affiliate of an existing investor], the Company shall also obtain the anti-dilution and preemptive-rights waivers in the Investor Consent as recorded on Schedule 1].

Drafting note: The standard exemption covers securities issued to “banks, equipment lessors or other financial institutions” in a board-approved debt financing. Venture-debt funds are not banks and whether a non-bank lender is an “other financial institution” is a question of interpretation that the holders of the preferred, not the Board, would ultimately decide if contested. Newer charters add “or venture debt lenders” or “lenders” to the exemption; older ones do not. Where the language is unclear, or where the lender is affiliated with an investor so that the issuance is also a related-party transaction, obtain the waiver rather than rely on the exemption. The waiver costs one signature page from the holders who are already signing the Investor Consent and eliminates a later argument that the preferred’s conversion price should have adjusted.

12.5 Direction to Deliver Notices

RESOLVED FURTHER, that the Secretary is directed to deliver, within the time required by [DGCL 搂228(e)] [Fla. Stat. 搂607.0704(3)] and Section 21, the notice in the form of Exhibit C to each Non-Consenting Stockholder following the effectiveness of any Stockholder Consent, to deliver each other notice listed on Schedule 6 within the time stated there, and to record each delivery on Schedule 6.

12.6 Charter Amendment (if required under Schedule 2)

RESOLVED FURTHER, that [no amendment to the Charter is required for the Financing] [the Board declares advisable and approves an amendment to the Charter in the form attached to the Stockholder Consent as Annex 1 increasing the number of authorized shares of [the Warrant Class] from 摆鈼庐 to 摆鈼庐 [and of Common Stock from 摆鈼庐 to 摆鈼庐], directs that the amendment be submitted to the stockholders for adoption by written consent in the form of Exhibit B, and authorizes the Authorized Officers, upon adoption by the stockholders and receipt of the Preferred Majority consent under Charter Article 摆鈼庐, Section 摆鈼庐, to execute and file a [Certificate of Amendment with the Delaware Secretary of State under DGCL 搂搂103 and 242] [Articles of Amendment with the Florida Department of State under Fla. Stat. 搂607.1006] and to deliver evidence of filing to the Lender before issuance of the Warrant].

13 Ratification of Prior Acts

RESOLVED, that all lawful actions previously taken by the officers, directors and agents of the Company in connection with the negotiation and preparation of the Financing, including the execution of the term sheet and any confidentiality, exclusivity, deposit or expense-reimbursement arrangements with the Lender, the engagement of counsel and advisors, the delivery of diligence materials and the preparation of the Loan Documents, are ratified, confirmed and approved as acts of the Company, to the extent they are consistent with these resolutions.

RESOLVED FURTHER, that this ratification does not approve or cure: (a) any execution of a Loan Document or other binding commitment before the Effective Date; (b) any filing or recordation broader than the approved grant; (c) any action requiring an approval under the Governing Documents or applicable law from a body other than the Board that has not been obtained; (d) any inaccurate certification; or (e) any breach of fiduciary duty, and that any such matter shall be addressed, if at all, by the procedures described in Section 18.9.

14 Closing Conditions and Post-Closing Items

RESOLVED, that the Financing may close only after an Authorized Officer and counsel have completed the closing checklist in EF-104 confirming the final Loan Documents, the approvals recorded on Schedule 1, the reservation of shares under Schedule 2, the filing of any Charter amendment under Section 12.6, payoff or subordination of existing indebtedness, insurance endorsements, lien search results, filing instructions, wire verification under EF-100 and the capitalization update under Schedule 4; that any deliverable deferred to after Closing shall be recorded in the Post-Closing Letter with a contractual deadline, a responsible officer and the consequence of non-delivery; and that the Authorized Officers shall not characterize a condition as deferred without the Lender’s written agreement.

15 Continuing Oversight and Reporting

RESOLVED, that management shall report to the Board [at each regular meeting and not less than quarterly] on outstanding borrowings, availability, runway, covenant compliance and headroom (with a copy of each Compliance Certificate delivered under EF-101), milestone status, any Default or Event of Default, any waiver or amendment request, any notice from the Lender concerning the Collateral, control agreements or the springing lien, and any exercise, transfer or adjustment of the Warrant; that management shall deliver an early-warning report to the Board within 摆鈼庐 Business Days after any forecast shows covenant headroom below 摆鈼庐% or runway below 摆鈼庐 months at any test date in the following 摆鈼庐 months; and that any proposed amendment, waiver, forbearance or refinancing that would be a Material Change if included in the original Loan Documents shall be submitted to the Board (and, where Section 11 applies, to the Disinterested Directors) before the Company agrees to it.

16 Omnibus Resolution

RESOLVED, that the Authorized Officers are authorized to execute and deliver, in the name and on behalf of the Company, all agreements, instruments, certificates, notices and documents, to pay all fees and expenses, to make all filings and to take all other actions that they determine to be necessary or advisable to carry out the intent of the foregoing resolutions, within the Approved Parameters and the limits of Section 10, and that all such actions taken in accordance with these resolutions are approved as acts of the Company; provided that this resolution does not expand the authority granted in Sections 5 through 10, does not authorize any Material Change or any matter reserved to the Board or to another body, and does not authorize any officer to execute any document that is not a Loan Document or reasonably incidental to one.

17.1 Statutory Basis

This consent is adopted under [Section 141(f) of the DGCL, which permits any action required or permitted to be taken at a meeting of the Board to be taken without a meeting if all members of the Board consent in writing or by electronic transmission, and which requires the consents to be filed with the minutes of the proceedings of the Board in the same paper or electronic form as the minutes are maintained] [Section 607.0821 of the Florida Statutes, which permits action required or permitted to be taken at a meeting of the Board to be taken without a meeting if the action is taken by all members of the Board and evidenced by one or more written consents describing the action taken, signed by each director and delivered to the Company], and under Article 摆鈼庐, Section 摆鈼庐 of the Bylaws. The Charter and Bylaws do not restrict action by written consent [other than 摆鈼庐].

17.2 Counterparts and Electronic Signatures

This consent may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument. A director’s consent may be documented, signed and delivered by electronic transmission, including by electronic signature through [E-SIGNATURE PLATFORM] or by delivery of a signed signature page in portable document format, in any manner permitted by [DGCL 搂116] [Fla. Stat. 搂607.0141 and Chapter 668, Florida Statutes]. Each director’s electronic signature is intended to authenticate this consent and to have the same effect as a manual signature.

17.3 Effectiveness

[Delaware alternative:] This consent is effective [on the date on which the last director’s signature is delivered to the Secretary] [at [TIME] on [DATE], being a time not later than 60 days after the date on which the first director signed, as permitted by DGCL 搂141(f), provided that each director who signed is then a director and has not revoked his or her consent before that time] [upon the occurrence of [EVENT], being a time determined upon the happening of an event and not later than 60 days after the date on which the first director signed, as permitted by DGCL 搂141(f), provided that each director who signed is then a director and has not revoked his or her consent before that time]. The Secretary shall record on the signature page the date and time at which each signature was delivered and the time at which this consent became effective.

[Florida alternative:] This consent is effective when the last director signs and delivers his or her consent to the Company, [unless a different effective date is specified here: [DATE]], as provided by Fla. Stat. 搂607.0821(2). The Secretary shall record the date on which each director’s signed consent was delivered.

17.4 Revocation

[Delaware alternative:] A director may revoke his or her consent at any time before this consent becomes effective by written notice delivered to the Secretary, as permitted by DGCL 搂141(f). A consent may not be revoked after it has become effective. If any director revokes before effectiveness, this consent is of no effect and the Board shall act at a meeting or by a new written consent.

[Florida alternative:] A director may withdraw his or her consent by a revocation signed by the director and delivered to the Company before the Company has received unrevoked written consents signed by all directors, as provided by Fla. Stat. 搂607.0821(2). After the Company has received unrevoked consents signed by all directors, no consent may be withdrawn.

17.5 Filing with the Minutes; Effect of a Meeting Vote

The Secretary shall file this consent, each Annex and each Schedule and Exhibit referred to in it with the minutes of the proceedings of the Board in the same form, paper or electronic, as the minutes are maintained. This consent has the effect of a vote at a meeting of the Board and may be described as such in any certificate, including the Secretary’s certificate in the form of Exhibit D.

17.6 Delivery and Conformity

The Secretary shall assemble one conformed copy of this consent with all signature pages and shall confirm that each signature page is attached to the version of this consent that the directors reviewed. If any Schedule or Exhibit is revised after a director has signed, the Secretary shall re-circulate the revised page and obtain each director’s confirmation before treating this consent as effective.

Drafting note: Two mechanical points cause disputes. First, under both statutes a written consent of directors must be unanimous; a consent signed by a majority has no effect, so a director who is unavailable or who declines to sign requires the Board to meet instead. Second, Delaware permits a director to sign in advance with effectiveness at a future time or upon an event, which is useful when the Board wishes to approve a financing conditioned on the delivery of a signed term sheet or the receipt of a competing proposal; the 60-day limit and the revocation right before effectiveness are statutory and should be recited. Florida measures effectiveness from delivery of the last signed consent to the Company, so the Secretary’s record of delivery dates is the evidence of the Effective Date; the Florida statute does not contain the future-effectiveness mechanism, so a Florida board that wishes to approve conditionally should state the condition in the resolutions rather than in the effectiveness clause.

IN WITNESS WHEREOF, the undersigned, being all of the directors of the Company, have executed this consent as of the date set out beside each signature.

DIRECTORS:

[DIRECTOR NAME], Director
Date and time of delivery: 摆鈼庐
Status: Disinterested Director

[DIRECTOR NAME], Director ([SERIES] Preferred Director)
Date and time of delivery: 摆鈼庐
Status: Disinterested Director; approval given as Preferred Director where required

[DIRECTOR NAME], Director
Date and time of delivery: 摆鈼庐
Status: Conflicted Director; signature given as described in Section 11.7

Received and filed with the minutes of the Board on [DATE]:

[NAME], Secretary

Annex 11.3 鈥� Written Consent of the Financing Committee (attach if Section 11.3 committee alternative applies)
Schedules 1 through 7 (attached)

PART II 鈥� STOCKHOLDER AND INVESTOR CONSENTS

18 Approval Framework

The Board has the statutory power to authorize borrowing, the grant of security and the issuance of rights to acquire stock ([DGCL 搂搂122(13), 141(a) and 157] [Fla. Stat. 搂搂607.0302, 607.0801 and 607.0624]). The Charter and the Investor Agreements of a venture-backed company remove parts of that power and allocate them to the holders of Preferred Stock, to specified directors or to specified investors. A board consent that approves a financing which the Charter forbids without a Preferred Majority consent is not merely incomplete; the resulting act is taken in violation of the Charter and is exposed to the consequences described in Section 18.9. Part II identifies each additional approval, assigns it to the correct body and threshold, and supplies the forms.

18.2 Reading the Charter Protective Provisions

Review each Protective Provision against the Financing using the following table, and record the result on Schedule 1, Part A:

Protective Provision (typical formulation)	Triggered by the Financing?	Points of interpretation	Record on Schedule 1
Create, authorize or issue any debt security, or incur indebtedness for borrowed money, or permit a subsidiary to do so, if aggregate indebtedness following the action would exceed $摆鈼庐 [other than debt approved by the Board including the Preferred Director(s)]	Yes, unless within the threshold or the Board-approval carve-out applies	Aggregate versus per-transaction measurement; commitment versus funded; whether capital leases, convertible notes, deferred revenue, final payment fees and guaranties count; whether the carve-out requires one or all Preferred Directors; whether a Conflicted Preferred Director can supply the carve-out approval	Threshold, measurement basis, headroom, path relied on
Create or authorize the creation of any lien or security interest on all or substantially all assets, or on material intellectual property [other than purchase-money and statutory liens in the ordinary course]	Yes for an all-assets lien; a springing IP lien is a contingent lien “authorized” at signing	Whether “create or authorize” captures a lien that attaches later; whether a negative pledge alone is an “encumbrance”; whether the Board-approval carve-out extends to liens or only to debt	Treat as triggered unless the carve-out expressly covers liens
Issue or authorize any equity security or right to acquire equity securities senior to or pari passu with the Preferred Stock, or create a new class or series	Yes if the Warrant Class is Preferred Stock (pari passu with the series) or a next-round security (possibly senior)	Whether a warrant for an existing series is an “issuance” of that series at the time of the warrant or only on exercise; whether the Exempted Securities carve-out applies	Obtain consent for the Warrant and the Warrant Shares at the outset
Amend, alter or repeal any provision of the Charter or Bylaws [in a manner adverse to the Preferred Stock]	Yes if a Charter amendment is required under Schedule 2	An increase in authorized shares of the Warrant Class is an amendment; whether it is “adverse” is irrelevant if the provision covers all amendments	Preferred Majority plus any series vote
Increase or decrease the authorized number of shares of any class or series	Yes if a Charter amendment is required	Separate from the general amendment provision in some charters; may require a series vote	Preferred Majority or series
Redeem, repurchase or pay dividends on capital stock	Only if the Warrant contains a put right or the loan proceeds fund a repurchase	A put right is a redemption obligation	Decline the put right (Section 8.8)
Enter into any transaction with a director, officer or affiliate of a holder of Preferred Stock	Yes if the Lender is affiliated with an investor	Definition of “affiliate”; whether the carve-out for Board-approved transactions requires disinterested approval	See Section 11 and Schedule 3
Change the principal business, enter new lines of business, or acquire or dispose of material assets	Not ordinarily; a sale of Collateral on default is not a voluntary disposition	鈥�	Not applicable unless proceeds fund an acquisition
Create or hold stock in a subsidiary that is not wholly owned, or permit a subsidiary to issue securities or incur debt	Yes if a subsidiary guarantees or grants liens and the provision captures subsidiary debt	Guaranty is contingent indebtedness	Include in the Preferred Majority consent

Drafting note: The most common gap is between a charter threshold measured per transaction and the economic reality of layered debt. A charter that forbids “incurring indebtedness in excess of $2,000,000 in any single transaction” without consent permits a company to incur a $1,900,000 venture facility, a $1,900,000 equipment line and $1,900,000 of convertible notes without any preferred consent, which is not what the preferred negotiated. Conversely, a charter that forbids any action “if aggregate indebtedness following such action would exceed $2,000,000” captures a $500,000 facility if existing debt is $1,600,000. Read the provision exactly, apply it to the Financing including later tranches, and write the measurement basis into Schedule 1 so that the Borrowing Request process under EF-100 tests each draw the same way. Where the provision is ambiguous, the founder-protective course is to obtain the consent for the full commitment, because a consent obtained now, when the investors are supportive, is easier to obtain than one needed later at a tranche draw when the Company may be short of cash.

18.3 Investor Rights Agreement Covenants

Covenant (typical formulation)	Section	Triggered?	Approval required	Notes
Matters requiring Investor Director approval: incur aggregate indebtedness in excess of $摆鈼庐 not included in the Board-approved budget, other than ordinary-course trade credit	鈼�	Yes	Board approval including 摆鈼庐 Preferred Director(s); or waiver by Requisite Holders	Measured per incurrence; budget inclusion rarely covers a new facility
Guarantee any indebtedness except trade accounts of subsidiaries in the ordinary course	鈼�	Yes if a subsidiary guaranty or Company guaranty of subsidiary obligations	Same	鈥�
Enter into any transaction with a director, officer, employee or associate of any such person	鈼�	Yes if Lender is affiliated with a director or investor	Board approval including Preferred Director(s), typically with disinterested approval	Interacts with Section 11.6
Sell, assign, license, pledge or encumber material technology or intellectual property other than ordinary-course licenses	鈼�	Yes for the IP Negative Pledge Agreement or IP lien	Same	Section 7.2
Right of first offer on New Securities	摆鈼庐	Yes unless the Warrant is an Exempted Security	Waiver by [Requisite Holders / Major Investors holding 摆鈼庐% of Registrable Securities], binding on all	Notice period of 摆鈼庐 days may also be waived
Information and inspection rights	摆鈼庐	Not a consent; disclosure of the Financing in the next delivery	鈥�	Deliver the Loan Documents to Major Investors if the agreement requires notice of material agreements
Confidentiality	摆鈼庐	Investors may share with affiliates; a Conflicted Director’s firm may be an affiliate of the Lender	鈥�	Section 11.8
Amendment and waiver provision	摆鈼庐	Governs who may waive each covenant	Requisite Holders as defined; separate consent of any party disproportionately affected	Confirm whether a waiver that affects only some investors needs their separate consent

18.4 Voting Agreement, ROFR and Co-Sale Agreement and Side Letters

Instrument	Provision	Relevance to the Financing	Approval or action
Voting Agreement	Joinder requirement for new holders of [Preferred Stock / more than 摆鈼庐 shares of Common Stock]	The Warrant holder will acquire Warrant Shares on exercise	Waiver of joinder until exercise, or joinder limited to drag-along, by Requisite Holders; or Lender signs a limited joinder
Voting Agreement	Drag-along	Lender resists being bound to vote for a sale; founders should require the Warrant Shares to be subject to the drag-along on exercise	Address in the Warrant; no waiver needed if the Lender agrees
Voting Agreement	Vote to increase authorized Common Stock for conversion of Preferred Stock	Supports the Charter amendment for Common Stock reserved for conversion of Warrant Shares; does not cover an increase in authorized Preferred Stock	Stockholder Consent still required
Voting Agreement	Board composition and Preferred Director designation	Identifies which director’s approval satisfies the Charter and Investor Rights Agreement carve-outs	Record on Schedule 1
Right of First Refusal and Co-Sale Agreement	Company and investor rights of first refusal and co-sale on transfers by Key Holders	Not triggered by a Company issuance; triggered only if a founder transfers or pledges shares as part of the Financing, which should be refused	Not applicable unless founder shares are involved; mark “N/A” on Schedule 1 with the reason
Right of First Refusal and Co-Sale Agreement	Joinder of new Common Stock holders as Key Holders	A Lender holding Common Stock on exercise of a common warrant is not ordinarily a Key Holder	Confirm the definition; waive if necessary
Side letter with [INVESTOR]	Consent right over indebtedness above $摆鈼庐; most-favored-nation; information rights; observer rights	Consent or notice	Obtain consent in the Investor Consent or deliver notice; record on Schedule 6
Management rights letter	Consultation rights	Notice and consultation before a material financing	Deliver notice; record on Schedule 6
Existing convertible notes or SAFEs	Senior-debt restrictions; definition of “Senior Indebtedness”; subordination	Noteholder consent and Subordination Agreement; SAFEs ordinarily contain no debt restriction	Obtain under the note’s amendment provision (often a majority in interest); record on Schedule 1, Part C

18.5 Threshold Types

Threshold	Typical definition	Where used	How to compute	Who signs
Preferred Majority	Holders of at least a majority (sometimes [60]% or [66鈪擼%) of the outstanding Preferred Stock voting together as a single class on an as-converted basis	Charter Protective Provisions; Charter amendments	Outstanding shares of each series multiplied by its conversion ratio; sum; required percentage of the sum	Each fund entity that is a record holder, by its general partner or manager
Series vote	Holders of at least a majority of a specified series voting separately	Series-specific Protective Provisions; amendments adverse to one series; increase in authorized shares of that series under [DGCL 搂242(b)(2)] [Fla. Stat. 搂607.1004] unless the Charter eliminates the class vote	Outstanding shares of the series	Record holders of the series
Requisite Holders	Holders of a stated percentage of Registrable Securities, or of shares held by Major Investors, as defined in each Investor Agreement	Amendments and waivers of Investor Agreements; ROFO waivers	As defined; may exclude shares held by the Company or by Key Holders	Record holders counted in the definition
Major Investors	Holders of at least 摆鈼庐 shares of Preferred Stock	ROFO; information rights	Per holder	Each Major Investor whose rights are waived, unless the agreement permits a majority waiver binding on all
Board including Preferred Director(s)	Board approval with the affirmative vote of one, a majority or all of the Preferred Directors	Carve-outs in Charter and Investor Rights Agreement	Director vote	Directors on the Board consent (Part I)
Disinterested Directors	Directors who are not Conflicted Directors	[DGCL 搂144(a)(1)] [Fla. Stat. 搂607.0832(3)(a)1.]	Majority of Disinterested Directors; committee of at least two where Delaware requires	Directors or committee (Part I, Section 11)
Disinterested stockholders	Stockholders without a material interest in the Financing	[DGCL 搂144(a)(2)] [Fla. Stat. 搂607.0832(3)(a)2.]	Majority of votes cast (Delaware) or majority of votes that could be cast by all disinterested shareholders (Florida written consent) excluding the interested holder’s shares	Record holders in the Stockholder Consent
Majority of outstanding voting power	Holders of a majority of the outstanding stock entitled to vote, voting together on an as-converted basis	Charter amendments under [DGCL 搂242(b)(1)] [Fla. Stat. 搂607.1003]	Outstanding Common Stock plus Preferred Stock on an as-converted basis	Record holders in the Stockholder Consent
Class vote of Common Stock	Holders of a majority of the outstanding Common Stock voting separately	Increase in authorized Common Stock under [DGCL 搂242(b)(2)] unless the Charter opts out, as most venture charters do	Outstanding Common Stock	Record holders of Common Stock

18.6 Who Signs for an Investor

Each consent and waiver must be executed by the record holder of the shares as shown on the stock ledger, which for a fund is the fund entity (for example, “[FUND] L.P., by [GENERAL PARTNER] LLC, its general partner, by [NAME], Managing Member”), not the management company and not the individual director. Where an investor holds through several affiliated funds, each record holder must sign unless the Governing Documents aggregate affiliated holdings for threshold purposes. The Secretary shall confirm each signatory against the stock ledger and record the confirmation on Schedule 1, Part D.

18.7 Record Date and Delivery

The Record Date for the Stockholder Consent is determined under Section 19.2. Consents are effective only when delivered to the Company in the manner the statute requires, and the Secretary shall record the date of delivery of each consent on Schedule 6, Part A, because the 60-day window and the notice period in Section 21 both run from delivery dates.

18.8 Sequencing with the Lender’s Closing Conditions

Step	Action	Dependency	Typical timing	Owner
1	Counsel completes the Approval Matrix (Schedule 1) and the reservation calculation (Schedule 2) from the executed term sheet	Term sheet; Charter; Investor Agreements; cap table	Within [5] Business Days after the term sheet	Counsel
2	Conflicts questionnaire circulated and Schedule 3 completed	Board roster; Lender ownership and affiliate information	Before Board materials are circulated	Secretary
3	Board materials (Schedule 7) delivered; Board consent (Part I) circulated in substantially final form with the Schedule 5 document versions	Loan Documents in substantially final form	Not less than [3] Business Days before the Effective Date	Management; counsel
4	Board consent effective; the Board fixes the Record Date for the Stockholder Consent, or, if a Charter amendment is required and no Record Date is fixed, the Board’s declaration of advisability in Section 12.6 fixes it under [DGCL 搂213(b)] [Fla. Stat. 搂607.0707(3): the Board should fix it expressly, failing which it is the date the first signed consent is delivered]	Step 3	Effective Date	Board; Secretary
5	Stockholder Consent (Exhibit B) and Investor Consent (Exhibit F) circulated to record holders with the disclosure in Section 11 where applicable	Step 4	Immediately after the Effective Date	Secretary; counsel
6	Consents delivered to the Company; Secretary confirms thresholds for each voting group and each Investor Agreement; records delivery dates	Step 5	Within the 60-day window; in practice within [5] Business Days	Secretary
7	Charter amendment filed with the [Delaware Secretary of State / Florida Department of State] and evidence of filing obtained	Step 6; Preferred Majority consent to the amendment	Same day or next Business Day after Step 6; effective on filing unless a delayed effective time is stated	Counsel
8	Notice to Non-Consenting Stockholders (Exhibit C) delivered	Step 6	Promptly (Delaware); within 10 days after delivery of sufficient consents (Florida)	Secretary
9	Secretary’s certificate (Exhibit D) and incumbency certificate (Exhibit E) executed, attaching certified Charter (post-amendment), Bylaws, Board consent extract, Stockholder Consent, Investor Consent and good-standing certificates dated within 摆鈼庐 days of Closing	Steps 4, 6, 7	Closing Date	Secretary
10	Counsel’s Material Change confirmation under Section 5.3 delivered; any Supplemental Consent (Exhibit A) adopted	Final Loan Documents	Day before Closing	Counsel; Board
11	Officer’s closing certificate (Section 25) executed; Loan Documents executed and released from escrow; Warrant issued; Form D calendared	Steps 7, 9, 10	Closing Date	Authorized Officers
12	Funding under the Borrowing Request (EF-100); perfection filings; post-closing register opened (EF-104)	Step 11	Closing Date and following Business Days	Authorized Officers; counsel
13	Schedules 1, 4, 5 and 6 updated with evidence; consents filed with minutes; cap table and equity system updated	Steps 11, 12	Within [5] Business Days after Closing	Secretary

Drafting note: The lender’s closing checklist lists “certified resolutions” and “stockholder consents, if required” as deliverables without indicating that they sit on the critical path. The dependency that most often delays a venture-debt closing is the Charter amendment: a company that discovers at the closing call that it has no authorized Series B shares for the warrant cannot close until the stockholders have acted and the amendment has been filed, which takes days if the investors are responsive and weeks if a fund’s signatory is traveling. Run Schedule 2 on the day the term sheet is signed. The second common delay is the 60-day window on stockholder consents: a consent signed by the lead investor early in a long negotiation expires if the remaining consents are not delivered within 60 days of the earliest dated consent, and the process must restart. The third is good-standing certificates, which lenders require to be dated within a short window before closing; order them for the expected Closing Date and re-order if the date moves.

If a Protective Provision consent, Investor Agreement approval, stockholder vote or third-party consent on Schedule 1 is discovered after the fact not to have been obtained, the consequences and the available cures differ by category:

Category of missed consent	Legal consequence	Lender consequence	Available cure	Limits of the cure
Charter Protective Provision (debt, lien, issuance)	Act taken in violation of the Charter. Under Delaware law an act contrary to the Charter is a “defective corporate act” that may be void or voidable; under DGCL 搂144(d)(6)a. the interested-transaction safe harbor does not limit equitable relief for an act not approved in compliance with the Charter. Florida: Fla. Stat. 搂607.0304 limits challenges to corporate power but not challenges to compliance with the articles	Breach of the Loan Agreement representation that the Financing does not conflict with the Governing Documents and that all approvals were obtained; potential Event of Default; failed closing condition if discovered before funding	Ratification under [DGCL 搂204] [Fla. Stat. 搂搂607.0146鈥�607.0151] by Board resolution and, because stockholder approval would have been required, by the vote of the holders whose consent was required (Preferred Majority or series), with notice to all stockholders under [搂204(g)] [搂607.0149] and, where a Charter filing is involved, a certificate of validation; or petition to the court under [DGCL 搂205] [Fla. Stat. 搂607.0152]	Ratification requires the same approvals that were originally required; the holders whose consent was missed may decline; ratification does not bind a holder who objects within the statutory period; a later-dated consent is not retroactive against third parties except as the statute provides
Warrant issued without sufficient authorized shares	Overissued or putatively issued shares; the Warrant may be unenforceable as to the excess until authorized	Lender’s warrant is impaired; representation breach	Charter amendment plus ratification of the overissue under [DGCL 搂204 (putative stock)] [Fla. Stat. 搂607.0147] with certificate of validation	The Warrant Shares cannot be validly issued until the amendment is effective; exercise before then should be refused
Investor Rights Agreement covenant	Breach of contract; remedies of damages, specific performance or injunction; no effect on the validity of the act itself	Representation breach as to conflicts with material agreements	Written waiver or ratification by the Requisite Holders under the amendment and waiver provision	Waiver is prospective unless expressly retroactive; a holder disproportionately affected may need to sign separately
Preemptive or ROFO right not waived	Investors may claim the right to purchase their pro rata share of the Warrant on the same terms, or damages	Lender may be required to share the Warrant or the Company may need to issue additional securities to investors	Waiver by Requisite Holders; or offer to Major Investors of a participation right in equivalent securities	The Company cannot compel the Lender to reduce its Warrant; an additional issuance dilutes everyone
Anti-dilution not waived and Warrant not exempt	Automatic adjustment of the conversion price of each series of Preferred Stock under the Charter formula	None directly; cap table changes	Waiver by Preferred Majority or series, which under most charters may be given retroactively	Holders may refuse; the adjustment has already occurred by operation of the Charter until waived
Stockholder vote on Charter amendment defective (wrong voting group, Record Date, 60-day window, delivery)	Amendment not validly adopted; filed certificate reflects an unauthorized act	Warrant Shares not authorized	Ratification under [DGCL 搂204] [Fla. Stat. 搂607.0147] with certificate of validation; or re-run the vote and file a corrected certificate	Time and investor cooperation
Notice to Non-Consenting Stockholders not sent	Action remains valid (Fla. Stat. 搂607.0704(7) expressly; Delaware by case law) but a court may fashion a remedy for a stockholder prejudiced by the failure	None	Send the notice late with an explanation; record on Schedule 6	Does not erase the failure; equitable exposure remains
Existing creditor consent or subordination	Default under the existing instrument; competing lien priority	Lender’s first-priority lien representation is breached; intercreditor dispute	Obtain the consent or payoff; amend the existing instrument	Existing creditor may demand consideration
Board approval itself defective (non-unanimous consent, revoked signature, wrong entity)	No valid Board action; officers acted without authority	Resolutions delivered to the Lender were not valid; Secretary’s certificate inaccurate	New Board consent ratifying the acts under common-law ratification and, if the original act was void, under [DGCL 搂204] [Fla. Stat. 搂607.0147]	Common-law ratification cures voidable, not void, acts; the statutory procedure must be used for the latter

Drafting note: Cleanup ratification is available but is not free. Under DGCL 搂204 and its Florida counterpart, ratifying a defective act requires the Board to adopt resolutions identifying the act, the date, the nature of the failure of authorization and the ratification; if a stockholder vote would have been required for the original act, the stockholders must approve the ratification at the threshold that would have applied; notice must go to all stockholders of record, including those whose shares are putative; and where the act involved a Charter filing, a certificate of validation must be filed. Any claim challenging the ratification must be brought within 120 days after notice. The limits matter more than the mechanics: the holders whose consent was missed are the holders whose consent is needed to ratify, so a consent that was not obtained because an investor would have refused cannot be manufactured after the fact; a lender that funded against a false representation has an Event of Default whether or not the company later ratifies, and will typically require a waiver fee and a reaffirmation; and a ratified act is valid only as of the date the statute provides, which may matter for lien priority and for any intervening issuance. The founder-protective position is to treat Schedule 1 as a closing condition in the Company’s own right, not merely as a lender deliverable, and to complete it before any Loan Document is signed.

A Stockholder Consent in the form of Exhibit B is required where (a) a Charter amendment is required under Schedule 2 to authorize sufficient shares of the Warrant Class or of Common Stock; (b) a Protective Provision is to be satisfied by a vote or consent of a class or series rather than by the Preferred Director carve-out, in which case the Protective Provision consent may be included in the Stockholder Consent or given separately in the Investor Consent; (c) the Board has elected to seek disinterested-stockholder approval under Section 11.4; or (d) the Bylaws or any Investor Agreement otherwise requires a stockholder vote for the Financing. Where none of these applies, mark Schedule 1, Part A accordingly and omit Exhibit B.

19.2 Statutory Mechanics

Requirement	Delaware (DGCL 搂228 and 搂213(b))	Florida (Fla. Stat. 搂607.0704 and 搂607.0707)
Availability	Unless the Charter provides otherwise, any action that may be taken at a meeting may be taken by written consent without a meeting, prior notice or a vote	Unless the articles provide otherwise, action may be taken without a meeting, prior notice or a vote
Required signatures	Holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted	Holders of outstanding shares of each voting group entitled to vote having not less than the minimum votes of each voting group that would be necessary at a meeting at which all shares entitled to vote were present and voted
Form and dating	Consents in writing or by electronic transmission, signed by the holders; each consent must bear the date of signature	Written consents describing the action, dated and signed by approving shareholders
Delivery	Delivered to the corporation at its registered office, principal place of business or to an officer or agent having custody of the book in which proceedings of stockholder meetings are recorded; electronic transmission permitted under 搂228(d)	Delivered to the corporation’s principal office in Florida, its principal place of business, the corporate secretary or another officer or agent having custody of the book of shareholder proceedings
60-day window	No consent is effective unless consents signed by a sufficient number of holders are delivered within 60 days of the earliest dated consent delivered	Same: within 60 days of the date of the earliest dated consent delivered
Record Date	Fixed by the Board (not preceding, and not more than 10 days after, the resolution fixing it); if not fixed and no prior Board action is required, the first date a signed consent is delivered to the corporation; if prior Board action is required (as for a Charter amendment), the close of business on the day the Board adopts the resolution	Fixed in the manner the bylaws provide or, if the bylaws are silent, by the Board (not preceding the resolution fixing it and not more than 70 days before the action); if not fixed, the date the first signed written consent is delivered to the corporation (搂607.0707(3) and (5))
Revocation	A stockholder may revoke before sufficient unrevoked consents have been delivered	A written consent may be revoked, in a writing received by the corporation, before the corporation receives the required number of consents
Effectiveness	When sufficient consents are delivered to the corporation	When sufficient consents are delivered, unless the articles, bylaws or a Board resolution provide a reasonable delay for tabulation
Notice to non-consenting holders	Prompt notice to stockholders who did not consent and who would have been entitled to notice of a meeting (搂228(e))	Within 10 days after delivery of sufficient consents, notice to shareholders who did not consent or were not entitled to vote, fairly summarizing the material features and stating appraisal rights if any (搂607.0704(3))
Filing with minutes	Consents filed with the minutes of stockholder proceedings	Same (搂607.0704(6))
Certificate statement	Certificate of amendment filed under 搂242 states that the amendment was adopted by written consent under 搂228	Articles of amendment state that written consent was given under 搂607.0704 (搂607.0704(5))

19.3 Required Vote Computation

Complete the following for each voting group before circulating the Stockholder Consent, and attach the computation to Schedule 1, Part A:

Voting group	Governing provision	Outstanding shares (as-converted where applicable)	Required vote	Required shares	Consents obtained (shares)	Margin	Record holders signing
All stockholders voting together as a single class on an as-converted basis	[DGCL 搂242(b)(1)] [Fla. Stat. 搂607.1003]; Charter Article 摆鈼庐	摆鈼庐	Majority of outstanding voting power	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
Preferred Stock as a single class on an as-converted basis	Charter Article 摆鈼庐, Section 摆鈼庐 (Protective Provisions and amendments)	摆鈼庐	[Majority / 摆鈼庐%]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
Series 摆鈼庐 Preferred Stock as a separate series	Charter Article 摆鈼庐, Section 摆鈼庐; [DGCL 搂242(b)(2)] [Fla. Stat. 搂607.1004] (increase in authorized shares of the series)	摆鈼庐	Majority of the series	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
Common Stock as a separate class	[DGCL 搂242(b)(2)] unless Charter Article 摆鈼庐 eliminates the class vote; [Fla. Stat. 搂607.1004]	摆鈼庐	[Majority / not applicable: Charter opt-out]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
Disinterested stockholders (if Section 11.4 applies)	[DGCL 搂144(a)(2)] [Fla. Stat. 搂607.0832(3)(a)2.]	摆鈼庐 excluding shares of [INTERESTED HOLDER]	Majority of [votes cast / votes that could be cast by all disinterested shareholders]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐

19.4 Charter Amendment Resolutions

Where a Charter amendment is required, the Stockholder Consent adopts the amendment the Board declared advisable in Section 12.6. The amendment should: (a) increase the authorized shares of the Warrant Class by not less than the Reserved Shares calculated on Schedule 2, Part A, with a buffer for adjustments; (b) increase the authorized Common Stock by not less than the shares reserved for conversion of the Warrant Shares; (c) make no other change unless separately approved; and (d) be filed with a statement that it was adopted by written consent under [DGCL 搂228] [Fla. Stat. 搂607.0704]. The Authorized Officers shall file the amendment only after the Secretary has confirmed that each voting group’s threshold has been met and that the Preferred Majority consent to the amendment under the Protective Provisions has been delivered.

19.5 Form

The form of Stockholder Consent is at Exhibit B. It is drafted to include, as alternatives, the Charter amendment, the Protective Provision consents, the disinterested-stockholder approval and an acknowledgment of the disclosures in Section 11; delete the alternatives that do not apply.

20.1 Preemptive and Right-of-First-Offer Waiver

Unless the Board’s Exempted Securities determination in Section 12.4 clearly applies, the Company shall obtain from the Requisite Holders a waiver of the right of first offer under Investor Rights Agreement Section 摆鈼庐 (and of any preemptive right under the Charter or Fla. Stat. 搂607.0630 if the articles grant one) with respect to the Warrant and the Warrant Shares, including Warrant Shares issuable upon later tranches, together with a waiver of the notice period under Section 摆鈼庐. The waiver must be binding on all holders of the right under the agreement’s waiver provision or, if the agreement does not so provide, executed by each holder.

20.2 Anti-Dilution Waiver

Where the Exercise Price is or could become less than the conversion price of any series of Preferred Stock, or where the Exempted Securities determination is not clearly applicable, the Company shall obtain from the Preferred Majority (and from each series whose consent the Charter requires) a waiver of the adjustment to the conversion price that would otherwise result from the issuance of the Warrant and the Warrant Shares under Charter Article 摆鈼庐, Section 摆鈼庐, effective as of the issue date of the Warrant.

20.3 ROFR and Co-Sale

The Right of First Refusal and Co-Sale Agreement applies to transfers by Key Holders and is not triggered by the Company’s issuance of the Warrant. If the Lender requires any founder or Key Holder to transfer, pledge or grant any right in his or her shares as part of the Financing, the Board should refuse the requirement under Section 6.5; if the Company nonetheless proceeds, the Company’s and the investors’ rights of first refusal and co-sale must be waived by [the Company, acting through the Disinterested Directors, and the holders of 摆鈼庐% of the shares held by the Investors] under Section 摆鈼庐 of that agreement, and the waiver must be recorded on Schedule 1.

20.4 Voting Agreement Joinder and Drag-Along

Where the Voting Agreement requires a person acquiring shares of the Warrant Class to execute a joinder, the Company shall obtain from the Requisite Holders under the Voting Agreement either (a) a waiver of the joinder requirement as to the Warrant, with the holder joining upon exercise, or (b) acceptance of a limited joinder in the form attached to the Warrant; and the Warrant shall provide that the Warrant Shares are subject to the drag-along and market stand-off provisions on exercise.

20.5 Notice-Period Waivers

Where an Investor Agreement requires advance notice of a proposed issuance (ordinarily [15 to 30] days for a right of first offer), the waiver shall include a waiver of the notice period so that Closing is not delayed.

20.6 Scope and Limits of the Waivers

Each waiver is limited to the Warrant and the Warrant Shares in the Financing as described in the Investor Consent, including the maximum number of Warrant Shares stated there and any Warrant Shares issuable in respect of later tranches within that maximum. No waiver extends to any additional warrant, any increase in coverage, any amendment of the Warrant that would be a Material Change, or any future financing, and no waiver creates a course of dealing. Each waiver is given by the holders in their capacity as holders and does not constitute a waiver of any right of a Preferred Director or of any fiduciary duty.

21 Notice to Non-Consenting Stockholders

21.1 Delaware: DGCL 搂228(e)

Prompt notice of the taking of corporate action by less than unanimous written consent must be given to each stockholder who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice had been the date that written consents signed by a sufficient number of holders were delivered to the Company. For a Charter amendment, this includes every stockholder of record entitled to vote on the amendment, including holders of non-voting shares where the amendment would entitle them to a class vote. The notice should be given within a short period after effectiveness; a target of not more than [10] days is consistent with practice. Where the action is one that would have required a certificate filing, the notice should state that the certificate has been or will be filed. If the consent approves an interested transaction under 搂144(a)(2), the notice should include the material facts disclosed.

21.2 Florida: Fla. Stat. 搂607.0704(3)

Within 10 days after written consents sufficient to authorize the action have been delivered to the Company (or after completion of tabulation, if a tabulation delay has been authorized), notice must be given to each shareholder who did not consent in writing and to each shareholder who was not entitled to vote on the action. The notice must fairly summarize the material features of the authorized action and, if the action is one for which appraisal rights are provided under Chapter 607, must contain a clear statement of the right of shareholders entitled to assert appraisal rights to be paid the fair value of their shares. A Charter amendment to increase authorized shares does not ordinarily give rise to appraisal rights; counsel should confirm under Fla. Stat. 搂607.1302 before omitting the statement.

21.3 Content

The notice in the form of Exhibit C should: identify the action taken and the date of effectiveness; summarize the Financing, the Warrant and any Charter amendment in enough detail that a stockholder can understand what was approved; state the voting groups that approved and the approximate percentage of each; state that the action was taken by written consent under the applicable statute; attach or offer to provide the Stockholder Consent and the Charter amendment; disclose any interested-director matter where disinterested-stockholder approval was sought; state whether appraisal rights are available (Florida) or that none are available; and identify a contact for questions. It should not include the Board’s liquidity analysis, the Lender’s proprietary terms beyond what the Charter amendment and consent disclose, or any confidential information the Loan Agreement restricts.

21.4 Effect of Failure and Delivery Record

Failure to give the notice does not invalidate the action under Fla. Stat. 搂607.0704(7) and, under Delaware decisions, does not ordinarily invalidate action validly taken under 搂228, but in each case a court may fashion a remedy for a stockholder adversely affected. The Secretary shall deliver the notice by the method permitted by the Bylaws and [DGCL 搂232] [Fla. Stat. 搂607.0141] (including electronic transmission to stockholders who have consented to it), retain evidence of delivery, and record each delivery on Schedule 6, Part A.

22.1 Purpose

The Investor Consent in the form of Exhibit F is an omnibus instrument by which the holders of Preferred Stock and the parties to the Investor Agreements give, in one document, each consent and waiver on Schedule 1 that is theirs to give: the Protective Provision consents to the indebtedness, the liens, the IP Negative Pledge Agreement and the Warrant; the Investor Rights Agreement approvals or waivers for indebtedness, IP encumbrance and (where the Lender is affiliated) related-party transaction; the right-of-first-offer, anti-dilution, joinder and notice-period waivers; and any side-letter consent. It does not substitute for the Stockholder Consent where a Charter amendment or a statutory stockholder vote is required, although the same holders may sign both on the same day.

22.2 Content Requirements

The Investor Consent must: identify the Financing with the maximum commitment, the Lender, the Collateral and IP treatment and the Warrant terms including the maximum Warrant Shares; cite each provision under which consent or waiver is given; state the capacity in which each holder signs (as holder of a stated series, as a party to a stated agreement, as a Major Investor, as a side-letter counterparty); state the threshold being satisfied and that the signatories together satisfy it; include the limits in Section 20.6; include the disclosure of any Conflicted Director’s interest and the acknowledgment that the holders have received it; include a representation by each holder of its authority to sign and of the shares it holds of record; and provide for counterparts and electronic signatures.

22.3 Signatory Verification

The Secretary shall verify each signature block against the stock ledger and the signature blocks in the most recent financing documents, confirm that the entity signing is the record holder, confirm the signatory’s authority where the entity’s signature block differs from the prior financing, and record the verification on Schedule 1, Part D. The Lender will perform the same verification and will reject a consent signed by a management company on behalf of funds that are the record holders.

22.4 Timing

The Investor Consent should be circulated with the Board consent in substantially final form so that the holders see the same Loan Documents the Board approved, and should be executed before the Board consent is certified to the Lender. Where the Investor Consent is signed before the final Loan Documents, it should approve the Financing within the Approved Parameters and provide that a Material Change requires a further consent; where it is signed after, it should attach or identify the final versions.

PART III 鈥� OFFICER’S AND SECRETARY’S CERTIFICATES

23 Secretary’s Certificate

23.1 Purpose and Reliance

The Secretary’s certificate is the instrument by which the Lender confirms that the Company exists, is in good standing, has the Governing Documents it says it has, has adopted the resolutions it says it adopted, has obtained the stockholder and investor approvals it says it obtained, and is acting through officers who hold the offices they claim. The Lender relies on it in funding and in its legal opinion request; the Company’s counsel relies on it in delivering any opinion. An inaccurate Secretary’s certificate is a misrepresentation under the Loan Agreement and may expose the Secretary personally where the inaccuracy is knowing. The form is at Exhibit D.

23.2 Required Attachments

Attachment	Content and standard	Source and date requirement	Common defect
A. Charter	Complete copy of the Charter as in effect at Closing, including every certificate of amendment and designation, certified by the [Delaware Secretary of State / Florida Department of State]	Certified copy dated not more than [10] days before Closing; if a Charter amendment is filed for the Financing, a certified copy reflecting it	Attaching the pre-amendment Charter; omitting a certificate of designation; relying on an uncertified conformed copy
B. Bylaws	Complete copy of the Bylaws as in effect, with all amendments	Certified by the Secretary as complete and in effect	Attaching a superseded version; omitting a bylaw amendment adopted in a prior financing
C. Board resolutions	Extract of the resolutions in Part I, Sections 4 through 17, including the Approved Parameters and the Section 10.3 limits, certified as duly adopted, in full force and not amended, modified or rescinded	Certified copy of the executed consent (signature pages may be redacted to names only); Schedules 3 and 7 and Board materials need not be delivered	Delivering the Lender’s form of resolutions that was never adopted; certifying resolutions that omit the limits; certifying a consent that is not yet effective under Section 17.3
D. Supplemental Consent (if any)	Executed Exhibit A approving Material Changes or final Loan Documents	Certified as in full force	Omitted when the final documents changed after the Board consent
E. Stockholder Consent (if any)	Executed Exhibit B with the Secretary’s tabulation showing the threshold for each voting group	Certified as duly adopted and in full force; evidence of filing of any Charter amendment	Consents outside the 60-day window; wrong voting group; no tabulation
F. Investor Consent	Executed Exhibit F with the Secretary’s tabulation showing each threshold	Certified as duly executed by the record holders required	Signed by a management company rather than the record holders; omitted series vote
G. Other consents	Noteholder consents, Subordination Agreement consents, side-letter consents, subsidiary approvals	Certified copies	Treated as covered by the Investor Consent when the instrument requires a separate form
H. Good standing	Certificate of good standing (Delaware) or certificate of status (Florida) for the Company and each Guarantor in its jurisdiction of organization, and a certificate of authority or good standing in each jurisdiction where qualified to do business and where material Collateral is located	Dated not more than [10] days before Closing; bring-down by telephone or online verification on the Closing Date recorded on the certificate	Expired certificates when Closing slips; omitted foreign qualifications; Company not in fact qualified where it has employees
I. Incumbency	The incumbency certificate at Exhibit E, or incumbency included in the Secretary’s certificate with a cross-certification of the Secretary’s own incumbency by another officer	Specimen signatures of each Authorized Officer	No cross-certification; officer who signs the Loan Documents not listed; outdated titles
J. Capitalization	Schedule 4 as of the Closing Date, certified as true and complete	Reconciled to the equity-management system	Omitting the Warrant and the Reserved Shares; omitting pending issuances

23.3 Certification Standards

The Secretary certifies facts within the Secretary’s knowledge after review of the minute book, stock ledger and filings: that the attached documents are true, correct and complete copies; that each is in full force and effect; that the Charter has not been amended since the date of the certified copy and no amendment is pending except as stated; that the resolutions were duly adopted in the manner stated, have not been amended, modified or rescinded and are the only resolutions of the Board relating to the Financing; that the approvals in Attachments E, F and G were duly given by the holders required and have not been revoked; and that each Authorized Officer holds the office stated and the signature beside the officer’s name is genuine. The Secretary does not certify legal conclusions (such as that the Financing has been “duly authorized by all necessary corporate action”), which are for counsel’s opinion; if the Lender’s form includes such a statement, it should be revised to “duly adopted by the Board and, to the extent required by the Governing Documents, by the stockholders and investors whose approvals are attached.”

23.4 Bring-Down

Where the Loan Agreement requires a bring-down of the Secretary’s certificate at a later advance, the Secretary delivers a short certificate confirming that the attached documents remain unchanged and in effect (or attaching changes), that the Authorized Officers remain in office (or identifying changes with new specimen signatures), and that the good-standing certificates have been re-obtained or verified, dated as of the funding date. The bring-down is cross-referenced in the Borrowing Request under EF-100, Schedule 1.

23.5 Cross-Certification

Because the Secretary cannot certify the Secretary’s own incumbency, Exhibit D includes a cross-certification by another officer (ordinarily the Chief Executive Officer or Chief Financial Officer) that the person signing as Secretary holds that office and that the signature is genuine. Where the Company has one officer holding all offices, counsel should arrange for a director to provide the cross-certification.

Drafting note: Lenders’ forms of Secretary’s certificate commonly ask the Secretary to certify that the resolutions “constitute all resolutions adopted by the Board or the stockholders relating to the transactions contemplated by the Loan Documents” and that “all necessary corporate action has been taken.” The first statement is a factual certification the Secretary can give after checking the minute book; the second is a legal conclusion that the Secretary should not give and that the Lender’s counsel will in any event cover in the opinion request. Lenders accept the revision in Section 23.3 when asked. On timing, good-standing certificates and certified charters are ordered from the filing office and take from hours to days depending on the jurisdiction and service level; order them against the expected Closing Date, and if a Charter amendment is being filed for the Financing, order the certified post-amendment Charter at the same time as the filing so that Attachment A reflects the amendment.

24 Incumbency Certificate

24.1 Content

The incumbency certificate at Exhibit E lists each officer who will execute a Loan Document, deliver a Borrowing Request or Compliance Certificate, approve wire instructions or deliver a notice under the Loan Documents, with the officer’s full legal name, title, date of election or appointment, the authority source (this consent, the Bylaws or a separate resolution), and a specimen signature. It states that each person listed holds the office stated as of its date and that the signature beside each name is the person’s genuine signature.

24.2 Specimen Signatures and Electronic Execution

Each listed officer signs in the specimen column. Where the Loan Documents will be executed electronically, the certificate also identifies the electronic-signature platform and the officer’s registered email address on that platform so that the Lender can match electronic signatures to the certified incumbency. Officers should sign the specimen in the form they will use on the Loan Documents.

24.3 Updating

An officer who resigns, is removed or changes title ceases to be an Authorized Officer for purposes of the Loan Documents when the change is effective, whether or not the Lender has been notified. The Secretary shall deliver an updated incumbency certificate to the Lender within [5] Business Days after any change, remove the departed officer from the authorized-representative schedule in EF-100, Schedule 1, and record the update on Schedule 6. The Loan Agreement notice provision governs when the Lender is entitled to rely on a prior certificate.

24.4 Relationship to the Authorized Representatives Schedule

The persons listed on the incumbency certificate should be the same persons listed as Authorized Representatives in EF-100, Schedule 1 for borrowing requests and wire approvals, and the Known Contact Methods recorded there should be established at Closing. A person listed on one and not the other creates an authority gap at the first draw.

25 Officer’s Closing Certificate (Bring-Down)

OFFICER’S CERTIFICATE
OF [COMPANY LEGAL NAME]
Dated: [CLOSING DATE]

The undersigned, [NAME], the duly elected and acting [Chief Executive Officer / Chief Financial Officer] of [COMPANY LEGAL NAME], a [Delaware / Florida] corporation (the Company), delivers this certificate under Section 摆搂闭 of the Loan and Security Agreement dated as of [DATE] between the Company and [LENDER] (the Loan Agreement). Capitalized terms used but not defined in this certificate have the meanings given in the Loan Agreement. The undersigned certifies, solely in the undersigned’s capacity as an officer of the Company and not individually, that as of the date of this certificate and, where the Loan Agreement so requires, immediately before and after giving effect to the initial Credit Extension:

1. Representations and warranties. The representations and warranties of the Company in the Loan Documents are true and correct [in all material respects, except that representations qualified by materiality are true and correct in all respects] on and as of the date of this certificate with the same effect as though made on this date, except to the extent any representation expressly relates to an earlier date, in which case it was true and correct as of that date, and except as disclosed on Annex 1 to this certificate.

2. No Default. No Default or Event of Default has occurred and is continuing, or would result from the Credit Extension or the application of its proceeds, except as disclosed on Annex 1 and covered by the written waiver attached to Annex 1.

3. No Material Adverse Change. Since [DATE OF MOST RECENT FINANCIAL STATEMENTS DELIVERED TO LENDER], no event or circumstance has occurred that has had, or would reasonably be expected to have, a Material Adverse Change as defined in the Loan Agreement, other than as disclosed on Annex 1. The undersigned does not certify any determination the Loan Agreement reserves to the Lender’s judgment.

4. Conditions precedent. Each condition precedent to the initial Credit Extension set out in Section 摆搂闭 of the Loan Agreement that is within the Company’s knowledge and control has been satisfied, as detailed on Annex 2, other than conditions that the Lender has waived in writing or agreed in the Post-Closing Letter to defer, each of which is identified on Annex 2. Conditions reserved to the Lender’s satisfaction or discretion are identified on Annex 2 as Lender determinations and are not certified.

5. Corporate approvals. The resolutions of the Board of Directors of the Company approving the Financing, certified in the Secretary’s Certificate of even date, are in full force and effect. Each approval, consent and waiver identified on the Approval Matrix attached as Annex 3 as required before Closing has been obtained by delivery to the Company of an executed instrument, is in full force and effect and has not been revoked, and no other approval, consent or waiver of the Company’s stockholders, the parties to its investor agreements or any other person is required under the Company’s certificate of incorporation, bylaws, investor agreements or any material agreement for the execution, delivery and performance of the Loan Documents, the incurrence of the Obligations, the grant of the security interests or the issuance of the Warrant, except as stated on Annex 3.

6. Charter amendment. [No amendment to the Company’s certificate of incorporation was required for the Financing.] [The [Certificate of Amendment / Articles of Amendment] increasing the authorized shares of [CLASS] to 摆鈼庐 was filed with the [Delaware Secretary of State / Florida Department of State] on [DATE] and became effective on [DATE], and a certified copy is attached to the Secretary’s Certificate.]

7. Capitalization and reserved shares. The capitalization table attached as Annex 4 is true, correct and complete as of the date of this certificate. The Company has reserved 摆鈼庐 shares of [WARRANT CLASS] for issuance upon exercise of the Warrant [and 摆鈼庐 shares of Common Stock for issuance upon conversion of those shares], and those shares are duly authorized and, when issued in accordance with the Warrant and the Charter, will be validly issued, fully paid and non-assessable. The issuance of the Warrant is not subject to any preemptive right, right of first offer or anti-dilution adjustment that has not been waived or that does not apply, as shown on Annex 3.

8. Perfection Certificate. The information in the Perfection Certificate delivered to the Lender on [DATE] is true, correct and complete as of the date of this certificate, except as updated on Annex 5.

9. Solvency. [If the Loan Agreement requires a solvency certification at Closing:] After giving effect to the initial Credit Extension and the application of its proceeds, the Company, on a consolidated basis, is Solvent as defined in Section 摆搂闭 of the Loan Agreement, on the basis of the Company’s most recent financial statements, its current cash forecast and the assumptions stated on Annex 6, and the undersigned has no knowledge of any fact that would make those assumptions unreasonable. [If not required:] Not applicable.

10. Use of proceeds. The proceeds of the initial Credit Extension will be used for the purposes stated in Section 摆搂闭 of the Loan Agreement and in the Borrowing Request, and for no purpose prohibited by the Loan Agreement, the Company’s governing documents or applicable law.

11. Fees. The fees and expenses payable at Closing are as set out in the funds-flow memorandum delivered under the Borrowing Request and do not exceed the amounts approved by the Board.

12. Limits. This certificate is delivered solely in the undersigned’s official capacity. It does not constitute a legal opinion, a certification of any legal conclusion, a certification of any matter reserved to the Lender’s judgment, a guaranty or any personal undertaking, and the undersigned shall have no personal liability for any statement in it except to the extent of the undersigned’s actual knowledge that the statement was false when made.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

[NAME]
[TITLE]

Annex 1 鈥� Disclosed exceptions, Defaults and waivers
Annex 2 鈥� Conditions precedent matrix (from EF-104, Section 6)
Annex 3 鈥� Approval Matrix (Schedule 1) as of the Closing Date
Annex 4 鈥� Capitalization table (Schedule 4)
Annex 5 鈥� Perfection Certificate updates
Annex 6 鈥� Solvency assumptions (if applicable)

Drafting note: The officer’s closing certificate is the Company’s bring-down of everything the Loan Agreement says about the Company as of the moment of funding. Three refinements protect the signing officer without troubling the Lender. First, certify approvals by reference to the Approval Matrix (paragraph 5) rather than in the abstract, so that the certificate shows what was checked. Second, confine the no-material-adverse-change and conditions-precedent certifications to matters within the Company’s knowledge and control and expressly exclude Lender determinations (paragraphs 3 and 4), for the reasons set out in EF-100, Section 5.2. Third, state the official-capacity limitation in the certificate itself (paragraph 12); the Lender’s form usually omits it. Where the Lender requires a certification that “no stockholder, investor or third-party consent is required,” give it only after Schedule 1 is complete and only with the “except as stated on Annex 3” qualifier, because an unqualified statement converts a missed consent into a misrepresentation that is an immediate Event of Default.

PART IV 鈥� SUPPORTING SCHEDULES

Schedule 1 鈥� Approval Matrix

Instructions: Complete Part A for every action in the Financing, including actions counsel concludes require no approval beyond the Board (record the reason). Complete Part B to identify each instrument reviewed. Complete Part C for third-party and subsidiary consents. Complete Part D to verify signatories. Mark each item “required before Closing,” “required before Warrant issuance,” “required before [TRANCHE] draw” or “not required,” and attach or hyperlink the evidence. Update through Closing and attach the Closing Date version to the officer’s certificate as Annex 3.

Part A 鈥� Actions and Approvals

No.	Action	Governing provision	Approval required	Threshold and computation	Approving body and signatories	Timing	Obtained (date)	Evidence
1	Approval of the Financing and the Loan Documents	[DGCL 搂141(a)] [Fla. Stat. 搂607.0801]; Bylaws Art. 摆鈼庐搂摆鈼庐	Board written consent	Unanimous written consent (all directors)	Board; Part I	Before execution of Loan Documents	摆鈼庐	Part I executed
2	Incurrence of indebtedness up to $[MAXIMUM COMMITMENT]	Charter Art. 摆鈼庐搂鈼�	[Preferred Majority consent / Board including 摆鈼庐 Preferred Director(s) / none: within threshold]	[Aggregate / per transaction]; [commitment / funded]; existing debt $摆鈼庐; threshold $摆鈼庐; headroom $摆鈼庐	[Preferred Majority via Exhibit F / Preferred Directors on Part I]	Before Closing	摆鈼庐	[Exhibit F 搂1 / Part I 搂6]
3	Incurrence of indebtedness not in Board-approved budget	Investor Rights Agreement 搂鈼�	Board including 摆鈼庐 Preferred Director(s) [or Requisite Holders waiver]	$摆鈼庐 threshold; per incurrence	[Preferred Directors on Part I / Exhibit F 搂2]	Before Closing	摆鈼庐	摆鈼庐
4	Grant of all-assets lien	Charter Art. 摆鈼庐搂鈼� (liens)	[Preferred Majority / Board incl. Preferred Directors / none]	摆鈼庐	摆鈼庐	Before Closing	摆鈼庐	摆鈼庐
5	IP Negative Pledge Agreement and springing lien [or IP lien]	Investor Rights Agreement 搂鈼�; Charter Art. 摆鈼庐搂摆鈼庐	Board including 摆鈼庐 Preferred Director(s) [and Preferred Majority]	Encumbrance of material IP	[Part I 搂7.2 / Exhibit F 搂2]	Before Closing	摆鈼庐	摆鈼庐
6	Deposit account control agreements	Loan Agreement; no Governing Document consent [confirm cash-management covenants in Investor Agreements]	Board	鈥�	Part I 搂7.3	Before Closing	摆鈼庐	Part I
7	Issuance of the Warrant (right to acquire [WARRANT CLASS])	Charter Art. 摆鈼庐搂摆鈼庐 (issuance of securities / new class); [DGCL 搂157] [Fla. Stat. 搂607.0624]	Board; [Preferred Majority consent if the Warrant Class is pari passu or senior to any series]	Preferred Majority as-converted computation attached	Board (Part I 搂8); Preferred Majority (Exhibit F 搂3)	Before Warrant issuance	摆鈼庐	摆鈼庐
8	Issuance of Preferred Stock upon exercise; Common Stock upon conversion	Charter (authorized shares); Schedule 2	Board reservation; Charter amendment if Schedule 2 shows insufficient headroom	Schedule 2 result: [sufficient / insufficient by 摆鈼庐 shares]	Board (Part I 搂8.5); stockholders (Exhibit B) if amendment	Before Warrant issuance	摆鈼庐	摆鈼庐
9	Charter amendment increasing authorized [WARRANT CLASS] [and Common Stock]	[DGCL 搂242(b)] [Fla. Stat. 搂搂607.1003, 607.1004]; Charter Art. 摆鈼庐搂摆鈼庐 (Protective Provisions: amendments)	Board declaration of advisability; majority of outstanding voting power; Preferred Majority; [series vote]; [Common class vote unless Charter opt-out]	Section 19.3 computation attached	Board (Part I 搂12.6); stockholders (Exhibit B); Preferred Majority (Exhibit B or F)	Filed before Warrant issuance	摆鈼庐	Filed certificate; Exhibit B
10	Anti-dilution adjustment waiver or Exempted Securities determination	Charter Art. 摆鈼庐搂摆鈼庐 (Exempted Securities; waiver)	[Board incl. Preferred Directors determination / Preferred Majority waiver]	Exercise Price $摆鈼庐 versus lowest conversion price $摆鈼庐	[Part I 搂12.4 / Exhibit F 搂4]	Before Warrant issuance	摆鈼庐	摆鈼庐
11	Right of first offer / preemptive rights waiver	Investor Rights Agreement 搂摆鈼庐; [Charter / Fla. Stat. 搂607.0630 if applicable]	[Exempted Securities / Requisite Holders waiver binding on all / each Major Investor]	摆鈼庐% of [Registrable Securities held by Major Investors]	Exhibit F 搂5	Before Warrant issuance	摆鈼庐	摆鈼庐
12	ROFO notice-period waiver	Investor Rights Agreement 搂摆鈼庐	Same as 11	鈥�	Exhibit F 搂5	Before Warrant issuance	摆鈼庐	摆鈼庐
13	Voting Agreement joinder waiver or limited joinder; drag-along applicability	Voting Agreement 搂摆鈼庐, 搂摆鈼庐	Requisite Holders under Voting Agreement	摆鈼庐% of 摆鈼庐	Exhibit F 搂6	Before Warrant issuance	摆鈼庐	摆鈼庐
14	ROFR and Co-Sale Agreement	ROFR and Co-Sale Agreement 搂摆鈼庐	[Not applicable: no transfer by any Key Holder; reason recorded] [Waiver by Company and 摆鈼庐% of Investor shares]	鈥�	[N/A / Exhibit F 搂7]	鈥�	摆鈼庐	摆鈼庐
15	Related-party transaction (investor-affiliated Lender)	[DGCL 搂144] [Fla. Stat. 搂607.0832]; Investor Rights Agreement 搂鈼�; Charter Art. 摆鈼庐搂摆鈼庐	Disinterested Director approval [by committee]; [disinterested stockholder approval]; Preferred Director approval or Preferred Majority consent	Section 11; Schedule 3	Part I 搂11; [Exhibit B 搂摆鈼庐]; Exhibit F 搂8	Before Closing	摆鈼庐	摆鈼庐
16	Side-letter consent or notice: [INVESTOR]	Side letter dated [DATE] 搂摆鈼庐	[Consent / notice only]	鈥�	Exhibit F 搂9 / Schedule 6	Before Closing	摆鈼庐	摆鈼庐
17	Management rights letter consultation	Letter dated [DATE] 搂摆鈼庐	Notice and consultation	鈥�	Schedule 6	Before Closing	摆鈼庐	摆鈼庐
18	Subsidiary guaranty and pledge	Subsidiary governing documents; Charter Art. 摆鈼庐搂摆鈼庐 (subsidiary debt)	Subsidiary board or member consent; [Preferred Majority]	鈥�	Part C	Before Closing	摆鈼庐	摆鈼庐
19	Equity Plan	Equity Plan 搂摆鈼庐	None: Warrant outside the Plan; confirm no share-reserve interaction	鈥�	Part I 搂8.10	鈥�	摆鈼庐	Part I
20	Securities-law filings	Securities Act 搂4(a)(2); Reg. D Rule 506(b); [state notice filings]	Not a consent; Form D within 15 days after issuance	鈥�	Authorized Officers	After Warrant issuance	摆鈼庐	Schedule 6
21	Notice to Non-Consenting Stockholders	[DGCL 搂228(e)] [Fla. Stat. 搂607.0704(3)]	Not a consent; notice	鈥�	Secretary (Exhibit C)	[Promptly / within 10 days] after Stockholder Consent effective	摆鈼庐	Schedule 6
22	Board approval of Material Changes or final Loan Documents	Part I 搂搂5.3, 10.4	Supplemental Consent (Exhibit A)	Unanimous written consent	Board	Before execution	摆鈼庐	摆鈼庐

Part B 鈥� Instruments Reviewed

Instrument	Date	Amendments	Provisions reviewed	Requisite Holders or threshold definition	Reviewed by	Date
Charter	摆鈼庐	摆鈼庐	Art. 摆鈼庐搂摆鈼庐 (Protective Provisions); Art. 摆鈼庐搂摆鈼庐 (anti-dilution, Exempted Securities); Art. 摆鈼庐 (authorized shares); Art. 摆鈼庐 (voting)	Preferred Majority: 摆鈼庐; series: 摆鈼庐	摆鈼庐	摆鈼庐
Bylaws	摆鈼庐	摆鈼庐	Written consent; officers; committees	鈥�	摆鈼庐	摆鈼庐
Investor Rights Agreement	摆鈼庐	摆鈼庐	搂摆鈼庐 (covenants); 搂摆鈼庐 (ROFO); 搂摆鈼庐 (information); 搂摆鈼庐 (amendment and waiver)	摆鈼庐	摆鈼庐	摆鈼庐
Voting Agreement	摆鈼庐	摆鈼庐	搂摆鈼庐 (joinder); 搂摆鈼庐 (drag-along); 搂摆鈼庐 (board); 搂摆鈼庐 (amendment)	摆鈼庐	摆鈼庐	摆鈼庐
ROFR and Co-Sale Agreement	摆鈼庐	摆鈼庐	搂摆鈼庐 (scope); 搂摆鈼庐 (amendment)	摆鈼庐	摆鈼庐	摆鈼庐
Side letter: [INVESTOR]	摆鈼庐	摆鈼庐	搂摆鈼庐	鈥�	摆鈼庐	摆鈼庐
Management rights letter: [INVESTOR]	摆鈼庐	摆鈼庐	搂摆鈼庐	鈥�	摆鈼庐	摆鈼庐
Convertible notes / SAFEs	摆鈼庐	摆鈼庐	Senior debt; subordination; amendment	Majority in interest: 摆鈼庐	摆鈼庐	摆鈼庐
Existing loan or lease	摆鈼庐	摆鈼庐	Negative covenants; cross-default	鈥�	摆鈼庐	摆鈼庐
Equity Plan	摆鈼庐	摆鈼庐	Share reserve; adjustment	鈥�	摆鈼庐	摆鈼庐

Part C 鈥� Third-Party and Subsidiary Consents

Counterparty	Instrument and provision	Consent, waiver, subordination or notice	Obtained (date)	Form	Evidence	Closing condition?
[EXISTING NOTEHOLDERS]	Notes 搂摆鈼庐	Consent and Subordination Agreement	摆鈼庐	Schedule 5, Item 10	摆鈼庐	Yes
[EXISTING LENDER]	Loan agreement 搂摆鈼庐	Payoff and lien release	摆鈼庐	Payoff Letter	摆鈼庐	Yes
[LANDLORD]	Lease 搂摆鈼庐	Landlord waiver	摆鈼庐	Schedule 5, Item 12	摆鈼庐	[Post-closing]
[LICENSOR]	License 搂摆鈼庐	Consent to encumbrance of licensed rights	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
[SUBSIDIARY]	Operating agreement / bylaws	Member or board consent to guaranty and pledge	摆鈼庐	摆鈼庐	摆鈼庐	Yes

Part D 鈥� Signatory Verification

Consent	Signatory entity (record holder)	Shares held of record	Signature block used	Matches stock ledger	Matches prior financing signature block	Authority confirmed by	Date
Exhibit B	[FUND] L.P.	摆鈼庐 Series 摆鈼庐	By [GP] LLC, its general partner, by [NAME], [TITLE]	[Yes / No]	[Yes / No]	摆鈼庐	摆鈼庐
Exhibit F	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐

Schedule 2 鈥� Reservation-of-Shares Calculation

Instructions: Complete Part A for the Warrant Class and, where the Warrant Class is Preferred Stock, for Common Stock. Use the stock ledger and equity-management system as of the Record Date and update as of Closing. Reserve at the maximum share count the Coverage Formula can produce, including later tranches and the lowest Exercise Price any formula permits, plus the adjustment buffer in Part C. If Line 12 is negative for either class, a Charter amendment is required and Section 12.6, Exhibit B and Schedule 1, Item 9 apply.

Part A 鈥� Headroom Calculation

Line	Item	[WARRANT CLASS, e.g., Series 摆鈼庐 Preferred]	Common Stock	Source
1	Authorized shares under the Charter	摆鈼庐	摆鈼庐	Charter Art. 摆鈼庐
2	Issued and outstanding	摆鈼庐	摆鈼庐	Stock ledger
3	Reserved for conversion of outstanding Preferred Stock (Common only)	鈥�	摆鈼庐	Charter conversion ratios
4	Reserved under the Equity Plan: outstanding options, RSUs and other awards	鈥�	摆鈼庐	Equity system
5	Reserved under the Equity Plan: available for future grant	鈥�	摆鈼庐	Plan 搂摆鈼庐
6	Reserved for existing warrants (by class)	摆鈼庐	摆鈼庐	Warrant register
7	Reserved for convertible notes and SAFEs (estimated at valuation cap or current price, whichever yields more shares)	摆鈼庐	摆鈼庐	Note and SAFE terms
8	Reserved for other rights (anti-dilution shares, earn-outs, contingent issuances)	摆鈼庐	摆鈼庐	摆鈼庐
9	Total reserved (Lines 3 through 8)	摆鈼庐	摆鈼庐	鈥�
10	Unreserved headroom before the Warrant (Line 1 minus Line 2 minus Line 9)	摆鈼庐	摆鈼庐	鈥�
11	Reservation for the Warrant (Part B, Line 8) and for Common Stock on conversion of Warrant Shares (Part B, Line 9)	摆鈼庐	摆鈼庐	Part B
12	Headroom after the Warrant (Line 10 minus Line 11)	摆鈼庐	摆鈼庐	鈥�
13	Charter amendment required?	[No / Yes: increase authorized by not less than 摆鈼庐]	[No / Yes: increase authorized by not less than 摆鈼庐]	Section 12.6
14	Recommended authorized shares after amendment (Line 1 plus shortfall plus cushion of 摆鈼庐%)	摆鈼庐	摆鈼庐	Exhibit B, Annex 1

Line	Item	Value	Source
1	Coverage percentage	摆鈼庐%	Warrant 搂摆鈼庐
2	Measurement base at Closing	$摆鈼庐 [commitment / funded / Tranche A]	Warrant 搂摆鈼庐
3	Measurement base if all tranches drawn	$摆鈼庐	Warrant 搂摆鈼庐
4	Exercise Price (fixed) or lowest Exercise Price the formula permits	$摆鈼庐	Warrant 搂摆鈼庐; Section 8.3
5	Warrant Shares at Closing (Line 1 脳 Line 2 梅 Line 4, rounded down)	摆鈼庐	鈥�
6	Maximum Warrant Shares if all tranches drawn (Line 1 脳 Line 3 梅 Line 4)	摆鈼庐	鈥�
7	Adjustment buffer (Part C)	摆鈼庐	Part C
8	Reserved Shares of the Warrant Class (Line 6 plus Line 7)	摆鈼庐	Section 8.5
9	Common Stock reserved for conversion of Reserved Shares (Line 8 脳 current conversion ratio of 摆鈼庐, plus buffer for conversion-price adjustments)	摆鈼庐	Charter Art. 摆鈼庐
10	Fully diluted shares before the Warrant (Schedule 4)	摆鈼庐	Schedule 4
11	Fully diluted percentage represented by Line 5 and by Line 6	摆鈼庐% / 摆鈼庐%	鈥�

Part C 鈥� Adjustment Buffer

Adjustment source	Mechanism	Buffer assumption	Shares
Conversion-price anti-dilution on the underlying Preferred Stock	Charter broad-based weighted-average formula	Down round at 摆鈼庐% of current price with $摆鈼庐 raised	摆鈼庐
Next-round pricing formula (if applicable)	Exercise Price falls to lowest permitted price	Floor price $摆鈼庐	摆鈼庐
Stock split or dividend	Proportional adjustment of both number and price	None required (ratio unchanged)	0
Rounding and fractional shares	Rounded down per share tranche	Not more than 摆鈼庐 shares	摆鈼庐
Total buffer (to Part B, Line 7)	鈥�	鈥�	摆鈼庐

Part D 鈥� Fair-Value Inputs for Financial Reporting (Section 8.4(c))

Input	Value	Source
Valuation model	[Black-Scholes / lattice / Monte Carlo]	Management with independent accountants
Underlying share value	$摆鈼庐 (preferred: last round price adjusted; common: 409A Report)	409A Report dated 摆鈼庐; last financing
Exercise Price	$摆鈼庐	Warrant
Expected term	摆鈼庐 years	Warrant term; expected exercise behavior
Volatility	摆鈼庐%	Peer group
Risk-free rate	摆鈼庐%	Treasury yield for expected term
Dividend yield	0%	鈥�
Estimated fair value per Warrant Share and total	$摆鈼庐 / $摆鈼庐	鈥�
Preliminary classification	[Equity / liability]	ASC 480 and ASC 815-40 analysis
OID allocation (tax)	Loan issue price $摆鈼庐; Warrant $摆鈼庐	Internal Revenue Code 搂1273(c)(2)

Schedule 3 鈥� Conflicts Register

Instructions: Circulate a written conflicts questionnaire to each director, each executive officer and each holder of [5]% or more of the outstanding capital stock on an as-converted basis before Board materials are circulated. Record each response in Part A, including “none.” Record the Board’s determinations in Part B and the fairness basis in Part C. This Schedule is filed with the minutes and is not delivered to the Lender.

Part A 鈥� Disclosures

Person	Role	Relationship to Lender or any affiliate of Lender	Nature and magnitude of interest	How the interest arose	Disclosed to	Date disclosed	Supporting document
[NAME]	Director (designated by [INVESTOR])	[Partner of [INVESTOR], which [manages a fund that is a limited partner of the Lender’s fund / shares a general partner with the Lender’s manager / has a representative on the Lender’s advisory committee]]	[Indirect economic interest through carried interest in the Lender’s fund estimated at 摆鈼庐% of Lender’s economics in the Financing / no economic interest; relationship only]	摆鈼庐	Board and Secretary	摆鈼庐	Questionnaire response
[NAME]	Director (independent)	None	None	鈥�	Board and Secretary	摆鈼庐	Questionnaire response
[NAME]	Director (founder, Chief Executive Officer)	None [other than personal guaranty requested and refused under Section 6.5]	None	鈥�	Board and Secretary	摆鈼庐	Questionnaire response
[NAME]	Chief Financial Officer	[Former employee of Lender until [DATE]]	None economic	鈥�	Board and Secretary	摆鈼庐	Questionnaire response
[INVESTOR]	Holder of 摆鈼庐% as-converted	[Affiliate of Lender as defined in Charter Art. 摆鈼庐]	摆鈼庐	鈥�	Board	摆鈼庐	Lender disclosure letter
Lender	Counterparty	Lender’s disclosure of ownership, affiliates, advisory board and any investor relationships	鈥�	鈥�	Board	摆鈼庐	Lender disclosure letter dated 摆鈼庐

Part B 鈥� Determinations and Participation

Person	Determination (Disinterested or Conflicted)	Basis and statutory definition applied	Participated in negotiation	Participated in deliberation	Received Board materials	Voted or approved	Statutory path relied on	Committee member (if Section 11.3 committee)
[NAME]	Conflicted Director	[DGCL 搂144(e)(4), (7), (8)] [Fla. Stat. 搂607.0832(1)]: material relationship with a person having a material interest	No	Disclosure only	[Yes, excluding Part C]	No	鈥�	No
[NAME]	Disinterested Director	No interest or relationship	Yes	Yes	Yes	Yes	搂144(a)(1) / 搂607.0832(3)(a)1.	Yes
[NAME]	Disinterested Director	Designation by an interested investor is not of itself disqualifying ([搂144(d)(3)] [搂607.0143]); no other relationship	Yes	Yes	Yes	Yes	Same	Yes

Part C 鈥� Fairness Basis and Market Check

Item	Record
Unaffiliated proposals received	摆鈼庐 proposals from [NUMBER] lenders, dated 摆鈼庐; indexed at Schedule 7, Part A, Item 6
Comparison of key terms (rate, fees, final payment, coverage, covenants, IP treatment)	Table attached as Annex 3-C
Negotiation team	[CHIEF EXECUTIVE OFFICER], [CHIEF FINANCIAL OFFICER], counsel; Conflicted Director excluded from [DATE]
Specific benefit to Conflicted Director from the Financing	[None identified / described]
Information-barrier measures	Section 11.8; Lender disclosure letter confirms no sharing of Board materials
Alternative approvals obtained	[Disinterested stockholder approval under Exhibit B / Preferred Majority consent under Exhibit F in lieu of Preferred Director carve-out]
Counsel’s memorandum on conflicts process	Dated 摆鈼庐; filed with minutes

Schedule 4 鈥� Capitalization Snapshot

Instructions: Prepare as of the Record Date and update as of the Closing Date. Reconcile to the stock ledger and equity-management system. Deliver Parts A, B and D to the Lender as the capitalization attachment to the Secretary’s and officer’s certificates; Part C is for the Board.

Part A 鈥� Capitalization by Class

Class or series	Authorized	Issued and outstanding	Conversion ratio	As-converted shares	Original Issue Price	Current conversion price	Liquidation preference per share	Fully diluted % before Warrant	Fully diluted % after maximum Warrant
Common Stock	摆鈼庐	摆鈼庐	鈥�	摆鈼庐	鈥�	鈥�	鈥�	摆鈼庐%	摆鈼庐%
Series Seed Preferred	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	$摆鈼庐	$摆鈼庐	$摆鈼庐	摆鈼庐%	摆鈼庐%
Series A Preferred	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	$摆鈼庐	$摆鈼庐	$摆鈼庐	摆鈼庐%	摆鈼庐%
Series 摆鈼庐 Preferred (Warrant Class)	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	$摆鈼庐	$摆鈼庐	$摆鈼庐	摆鈼庐%	摆鈼庐%
Options and RSUs outstanding	鈥�	摆鈼庐	鈥�	摆鈼庐	鈥�	鈥�	鈥�	摆鈼庐%	摆鈼庐%
Equity Plan available pool	鈥�	摆鈼庐	鈥�	摆鈼庐	鈥�	鈥�	鈥�	摆鈼庐%	摆鈼庐%
Existing warrants	鈥�	摆鈼庐	鈥�	摆鈼庐	鈥�	鈥�	鈥�	摆鈼庐%	摆鈼庐%
Convertible notes and SAFEs (as-converted estimate)	鈥�	摆鈼庐	鈥�	摆鈼庐	鈥�	鈥�	鈥�	摆鈼庐%	摆鈼庐%
New Warrant (maximum Warrant Shares, as-converted)	鈥�	摆鈼庐	摆鈼庐	摆鈼庐	鈥�	鈥�	鈥�	鈥�	摆鈼庐%
Total fully diluted	鈥�	鈥�	鈥�	摆鈼庐	鈥�	鈥�	鈥�	100%	100%

Part B 鈥� Pending and Contingent Issuances

Item	Shares	Status	Effect on Schedule 2
Option grants approved but not yet granted	摆鈼庐	摆鈼庐	Included in Line 5
Repurchases or forfeitures pending	摆鈼庐	摆鈼庐	Increases pool
Anti-dilution adjustments pending	摆鈼庐	摆鈼庐	Included in buffer
Secondary transfers pending	摆鈼庐	摆鈼庐	None (no new issuance)

Part C 鈥� Subsidiaries

Subsidiary	Jurisdiction	Ownership	Guarantor?	Equity pledged?	Approval obtained (Schedule 1, Part C)
摆鈼庐	摆鈼庐	摆鈼庐%	[Yes / No]	[Yes: 摆鈼庐% / No]	摆鈼庐

Part D 鈥� Warrant Holder Record

Item	Entry
Holder legal name and jurisdiction	摆鈼庐
Designee (if any) and relationship to Lender	摆鈼庐
Accredited-investor basis	摆鈼庐
Address for notices	摆鈼庐
Warrant number and issue date	摆鈼庐
Warrant Class, maximum Warrant Shares, Exercise Price, expiration	摆鈼庐
Agreements joined (and limited sections)	摆鈼庐
Form D filing date	摆鈼庐

Schedule 5 鈥� Loan Documents: Versions and Execution Status

Instructions: List every Loan Document in Section 5.1 and any additional document the Lender requires. Record the version the Board approved, the final version, counsel’s Material Change confirmation under Section 5.3, the signatory, the execution method and delivery. Update as of Closing and file with the minutes.

Item	Document	Parties	Version approved by Board (date)	Final version (date)	Material Change? (counsel confirmation date)	Supplemental Consent required? (date adopted)	Company signatory and title	Execution method	Executed (date)	Delivered to Lender (date)	In closing set
1	Loan and Security Agreement	Company; Lender	v摆鈼庐 [DATE]	v摆鈼庐 [DATE]	[No / Yes: description] ([DATE])	[No / Yes ([DATE])]	摆鈼庐	[E-signature / wet ink]	摆鈼庐	摆鈼庐	摆鈼庐
2	Promissory Note(s)	Company; Lender	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
3	IP Negative Pledge and Springing Lien Agreement [or IP Security Agreement]	Company; Lender	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
4	Deposit Account Control Agreement(s)	Company; Lender; [BANK]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
5	Securities Account Control Agreement(s)	Company; Lender; [INTERMEDIARY]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
6	Perfection Certificate	Company	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
7	Warrant	Company; Lender [or designee]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
8	Fee Letter [and Final Payment Letter]	Company; Lender	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
9	Side Letter	Company; Lender	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
10	Subordination Agreement(s)	Company; Lender; [CREDITOR]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
11	Intercreditor Agreement	Lender; [CREDITOR]; Company (acknowledgment)	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
12	Landlord Waiver(s) / Bailee Letter(s)	Company; Lender; [LANDLORD]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	[Post-closing]
13	Guaranty and Pledge Agreement	[SUBSIDIARY]; Lender	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
14	Secretary’s Certificate; Incumbency Certificate; Officer’s Certificate	Company	Exhibits D, E; Section 25	摆鈼庐	鈥�	鈥�	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
15	Borrowing Request	Company	EF-100	摆鈼庐	鈥�	鈥�	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
16	Compliance Certificate (form)	Company	EF-101	摆鈼庐	鈥�	鈥�	鈥�	鈥�	鈥�	鈥�	Form only
17	Insurance endorsements	Insurers	摆鈼庐	摆鈼庐	鈥�	鈥�	鈥�	鈥�	摆鈼庐	摆鈼庐	摆鈼庐
18	Payoff Letter and releases	[EXISTING LENDER]	摆鈼庐	摆鈼庐	鈥�	鈥�	鈥�	鈥�	摆鈼庐	摆鈼庐	摆鈼庐
19	Post-Closing Letter	Company; Lender	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐
20	UCC-1 financing statements; IP recordation (if present lien)	Company (debtor)	Draft [DATE]	Filed [DATE]	Collateral description matches executed grant: [confirmed by counsel [DATE]]	鈥�	鈥�	Filing	摆鈼庐	摆鈼庐	摆鈼庐
21	Lender’s form of resolutions (if delivered)	Company	鈥�	摆鈼庐	Certified as extract subject to Part I	鈥�	Secretary	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐

Schedule 6 鈥� Notice and Delivery Log

Instructions: Record every statutory, contractual and transactional notice or delivery connected with the approvals, with its basis, recipients, deadline, method and evidence. Part A covers statutory and Governing Document notices; Part B covers consent delivery and effectiveness; Part C covers Lender and regulatory deliveries.

Part A 鈥� Statutory and Governing Document Notices

Notice	Basis	Recipients	Deadline	Method	Sent (date and time)	Evidence	Owner
Notice to Non-Consenting Stockholders (Exhibit C)	[DGCL 搂228(e)] [Fla. Stat. 搂607.0704(3)]	Each stockholder of record who did not consent [and, in Florida, each not entitled to vote] as of the Record Date; list attached	[Promptly; target [10] days] [10 days after delivery of sufficient consents]	[Email under Bylaws 搂摆鈼庐 and [DGCL 搂232 / Fla. Stat. 搂607.0141] / mail]	摆鈼庐	Delivery receipts; mailing certificate	Secretary
Right-of-first-offer notice (if not waived)	Investor Rights Agreement 搂摆鈼庐	Major Investors	摆鈼庐 days before issuance	摆鈼庐	摆鈼庐	摆鈼庐	Secretary
Notice of related-party transaction disclosure	Section 11; Investor Rights Agreement 搂摆鈼庐	Preferred holders signing Exhibit F	With Exhibit F	摆鈼庐	摆鈼庐	摆鈼庐	Counsel
Notice to management rights letter holder	Letter 搂摆鈼庐	[INVESTOR]	Before Closing	摆鈼庐	摆鈼庐	摆鈼庐	Chief Executive Officer
Notice to side-letter counterparties	Side letter 搂摆鈼庐	[INVESTOR]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	Secretary
Notice to existing creditors	[NOTE / LEASE] 搂摆鈼庐	[CREDITOR]	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	Chief Financial Officer
Notice to Voting Agreement parties of limited joinder	Voting Agreement 搂摆鈼庐	Requisite Holders	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	Secretary
Information-rights delivery of Loan Documents	Investor Rights Agreement 搂摆鈼庐	Major Investors	With next required delivery	摆鈼庐	摆鈼庐	摆鈼庐	Chief Financial Officer

Consent	Earliest dated signature	Each signature date and delivery date (attach list)	Date sufficient consents delivered to the Company	60-day window expires	Effective date	Record Date applied	Tabulation by	Filed with minutes (date)
Board consent (Part I)	摆鈼庐	摆鈼庐	Last director delivered 摆鈼庐	鈥�	摆鈼庐 (Section 17.3)	鈥�	Secretary	摆鈼庐
Supplemental Consent (Exhibit A)	摆鈼庐	摆鈼庐	摆鈼庐	鈥�	摆鈼庐	鈥�	Secretary	摆鈼庐
Stockholder Consent (Exhibit B)	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	Secretary; counsel	摆鈼庐
Investor Consent (Exhibit F)	摆鈼庐	摆鈼庐	摆鈼庐	[Contractual; none unless stated]	摆鈼庐	鈥�	Secretary; counsel	摆鈼庐
Financing Committee consent (Annex 11.3)	摆鈼庐	摆鈼庐	摆鈼庐	鈥�	摆鈼庐	鈥�	Secretary	摆鈼庐

Part C 鈥� Lender, Filing-Office and Regulatory Deliveries

Delivery	Basis	Recipient	Deadline	Delivered (date)	Evidence	Owner
Certified Charter (post-amendment)	Loan Agreement 搂摆搂闭; Exhibit D	Lender	Closing	摆鈼庐	摆鈼庐	Counsel
Secretary’s Certificate and Incumbency Certificate	Loan Agreement 搂摆搂闭	Lender	Closing	摆鈼庐	摆鈼庐	Secretary
Officer’s Closing Certificate	Loan Agreement 搂摆搂闭	Lender	Closing	摆鈼庐	摆鈼庐	Authorized Officer
Stockholder and Investor Consents (certified)	Loan Agreement 搂摆搂闭	Lender	Closing	摆鈼庐	摆鈼庐	Secretary
Charter amendment filing	[DGCL 搂103] [Fla. Stat. 搂607.0123]	[Delaware Secretary of State / Florida Department of State]	Before Warrant issuance	摆鈼庐	Filed copy; effective date	Counsel
Form D	Securities Act Reg. D Rule 503	Securities and Exchange Commission	15 days after Warrant issue date	摆鈼庐	Filing acceptance	Counsel
State notice filings (if any)	[STATE] blue-sky law	[STATE REGULATOR]	摆鈼庐	摆鈼庐	摆鈼庐	Counsel
Good-standing certificates	Loan Agreement 搂摆搂闭	Lender	Closing (dated within 摆鈼庐 days)	摆鈼庐	摆鈼庐	Counsel
Updated capitalization table and Warrant register entry	Loan Agreement 搂摆搂闭; Section 8.10	Lender; Board	Closing; next Board meeting	摆鈼庐	摆鈼庐	Secretary
Updated incumbency after officer change	Section 24.3	Lender	[5] Business Days after change	摆鈼庐	摆鈼庐	Secretary

Schedule 7 鈥� Board Materials Index and Liquidity Analysis Summary

Instructions: Index every item delivered to the Board for the Financing in Part A, with version and delivery date, and retain each item in the minute book. Record the questions raised and the responses in Part B. Summarize the liquidity analysis in Part C at the level the Board relied on. None of this Schedule is delivered to the Lender.

Part A 鈥� Materials Index

Item	Material	Version or date	Delivered to Board (date)	Prepared by	Retained at
1	Executed term sheet and any proposal letters	摆鈼庐	摆鈼庐	Lender; counsel	摆鈼庐
2	Management financing memorandum and use of proceeds	摆鈼庐	摆鈼庐	Management	摆鈼庐
3	Cash forecast: 13-week and 摆鈼庐-month, base and downside, with and without Financing	摆鈼庐	摆鈼庐	Chief Financial Officer	摆鈼庐
4	Debt-service schedule through maturity	摆鈼庐	摆鈼庐	Chief Financial Officer	摆鈼庐
5	Covenant forecast and headroom analysis	摆鈼庐	摆鈼庐	Chief Financial Officer	摆鈼庐
6	Alternatives analysis and competing proposals	摆鈼庐	摆鈼庐	Management	摆鈼庐
7	Loan Documents (Schedule 5 versions) and counsel’s issues list	摆鈼庐	摆鈼庐	Counsel	摆鈼庐
8	Collateral summary; excluded assets; IP treatment; account-control scope	摆鈼庐	摆鈼庐	Counsel	摆鈼庐
9	Warrant summary; coverage and dilution analysis; 409A Report; preliminary fair-value estimate	摆鈼庐	摆鈼庐	Counsel; valuation firm; Chief Financial Officer	摆鈼庐
10	Capitalization table and Schedule 2	摆鈼庐	摆鈼庐	Chief Financial Officer; counsel	摆鈼庐
11	Approval Matrix (Schedule 1) and counsel’s memorandum on required consents and debt-threshold measurement	摆鈼庐	摆鈼庐	Counsel	摆鈼庐
12	Conflicts questionnaire responses and Schedule 3	摆鈼庐	摆鈼庐	Secretary; counsel	摆鈼庐
13	Existing instruments with negative covenants or consent rights	摆鈼庐	摆鈼庐	Counsel	摆鈼庐
14	Draft Board consent (Part I) and Exhibits	摆鈼庐	摆鈼庐	Counsel	摆鈼庐

Part B 鈥� Questions Raised and Responses

Date	Director	Question or topic	Response and by whom	Follow-up material (Part A item)
摆鈼庐	摆鈼庐	[Effect of final payment fee on all-in cost]	摆鈼庐	摆鈼庐
摆鈼庐	摆鈼庐	[Springing-lien triggers and notice]	摆鈼庐	摆鈼庐
摆鈼庐	摆鈼庐	[Warrant coverage on undrawn tranche]	摆鈼庐	摆鈼庐
摆鈼庐	摆鈼庐	[Covenant headroom in downside case]	摆鈼庐	摆鈼庐
摆鈼庐	摆鈼庐	[Conflict handling for [DIRECTOR]]	摆鈼庐	摆鈼庐

Part C 鈥� Liquidity Analysis Summary

Metric	Without Financing	With Financing (base)	With Financing (downside)	Source
Cash at [DATE]	$摆鈼庐	$摆鈼庐	$摆鈼庐	Part A, Item 3
Monthly net burn (average next 12 months)	$摆鈼庐	$摆鈼庐	$摆鈼庐	Part A, Item 3
Runway (months)	摆鈼庐	摆鈼庐	摆鈼庐	Part A, Item 3
First month of amortization and monthly debt service	鈥�	摆鈼庐; $摆鈼庐	摆鈼庐; $摆鈼庐	Part A, Item 4
Peak cumulative debt service through maturity	鈥�	$摆鈼庐	$摆鈼庐	Part A, Item 4
Minimum covenant headroom and date	鈥�	摆鈼庐% at 摆鈼庐	摆鈼庐% at 摆鈼庐	Part A, Item 5
First forecast covenant breach (downside)	鈥�	鈥�	[MONTH, YEAR]	Part A, Item 5
First financing decision date (months of runway remaining: 摆鈼庐)	摆鈼庐	摆鈼庐	摆鈼庐	Part A, Item 3
All-in cost of Financing (interest, fees, final payment, Warrant fair value) as annual percentage	鈥�	摆鈼庐%	摆鈼庐%	Part A, Items 4, 9
Dilution: Warrant (maximum) versus equity alternative	鈥�	摆鈼庐% versus 摆鈼庐%	鈥�	Part A, Items 6, 9
Early-warning thresholds adopted under Section 15	鈥�	Headroom below 摆鈼庐%; runway below 摆鈼庐 months	鈥�	Section 15

EXHIBITS 鈥� EXECUTION FORMS

Instructions: Use this form (a) when counsel’s confirmation under Section 5.3 identifies a Material Change; (b) when the Board approved the Loan Documents in substantially final form and wishes to approve the final versions expressly; (c) when a matter exceeds a Section 10.3 limit; or (d) for a cleanup ratification under Section 18.9, in which case Alternative 3 applies and the statutory ratification procedure must also be followed where the original act was void. Delete the alternatives that do not apply. The primary Board consent is Part I; this form supplements and does not replace it.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF [COMPANY LEGAL NAME]
[Effective as of [DATE]]

The undersigned, being all of the members of the Board of Directors (the Board) of [COMPANY LEGAL NAME], a [Delaware / Florida] corporation (the Company), acting by unanimous written consent without a meeting under [DGCL 搂141(f)] [Fla. Stat. 搂607.0821] and the Company’s bylaws, adopt the following resolutions. Capitalized terms used but not defined have the meanings given in the Unanimous Written Consent of the Board dated as of [DATE] approving the Financing (the Original Consent).

WHEREAS, by the Original Consent the Board approved the Financing with [LENDER] on terms within the Approved Parameters and under the Loan Documents in the versions listed on Schedule 5 to the Original Consent;

[Alternative 1 鈥� Material Change:] WHEREAS, counsel has identified in a confirmation dated [DATE], attached as Annex A, the following changes to the Loan Documents since the versions approved: [DESCRIBE EACH CHANGE, THE DOCUMENT AND SECTION, AND THE ECONOMIC OR LEGAL EFFECT], each of which is a Material Change under Section 5.3 of the Original Consent [or exceeds the limit in Section 10.3(摆鈼庐)];

[Alternative 2 鈥� Final documents:] WHEREAS, the Loan Documents have been finalized in the versions listed on Annex A, and counsel has confirmed that the changes from the approved versions are described on Annex A and [are not Material Changes / include the Material Changes described in Alternative 1];

[Alternative 3 鈥� Ratification:] WHEREAS, the Board has been advised that [DESCRIBE ACT] was taken on [DATE] without [DESCRIBE MISSING APPROVAL] required by [PROVISION], as described on Annex A, and that the holders whose approval was required have [approved / been asked to approve] the act as described on Annex B;

WHEREAS, [the Disinterested Directors have considered the matters described above in accordance with Section 11 of the Original Consent, and Schedule 3 has been updated as attached];

NOW, THEREFORE, BE IT RESOLVED, that [the Material Changes described on Annex A are approved, and the Approved Parameters in Section 5.2 of the Original Consent are amended as set out on Annex A] [the Loan Documents in the final versions listed on Annex A are approved] [the act described on Annex A is ratified, confirmed and approved as an act of the Company, effective as of [DATE OF THE ORIGINAL ACT], subject to and conditioned on the approvals described on Annex B being obtained and, where the act is a defective corporate act within the meaning of [DGCL 搂204] [Fla. Stat. 搂607.0146], the completion of the ratification procedure under that statute, including the resolutions, stockholder approval, notice and filings described on Annex B];

RESOLVED FURTHER, that the Board determines that the Financing, as modified by the matters approved above, remains advisable, fair to and in the best interests of the Company and its stockholders for the reasons stated in Section 4 of the Original Consent [as supplemented on Annex A];

RESOLVED FURTHER, that the Authorized Officers are authorized to execute and deliver the Loan Documents as so modified, to obtain any additional approval on the Approval Matrix that the matters approved above require (as identified on Annex B), and to update Schedules 1, 2, 4, 5 and 6 to the Original Consent accordingly;

RESOLVED FURTHER, that except as expressly modified by this consent, the Original Consent remains in full force and effect, and all actions taken by the Authorized Officers in accordance with the Original Consent as so modified are ratified, confirmed and approved; and

RESOLVED FURTHER, that this consent may be executed in counterparts and by electronic signature, is effective [when the last director’s signature is delivered to the Secretary] [at [TIME] on [DATE]] in accordance with Section 17 of the Original Consent, may be revoked before effectiveness as provided there, and shall be filed with the minutes of the Board.

DIRECTORS:

[DIRECTOR NAME], Director 鈥� Date of delivery: 摆鈼庐鈥� Status: [Disinterested / Conflicted, signing as described in Section 11.7 of the Original Consent]

[DIRECTOR NAME], Director 鈥� Date of delivery: 摆鈼庐鈥� Status: 摆鈼庐

Annex A 鈥� Description of changes, final document list or defective act; counsel’s confirmation
Annex B 鈥� Additional approvals required and ratification procedure (if applicable)

Instructions: Use when Section 19.1 applies. Delete alternatives that do not apply. Each stockholder must date its signature. Deliver executed consents to the Secretary; the Secretary records each delivery date on Schedule 6, Part B, confirms the thresholds for each voting group under Section 19.3, and gives the Exhibit C notice within the required period. If a Charter amendment is adopted, file it only after all thresholds are confirmed.

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS
OF [COMPANY LEGAL NAME]
[In lieu of a special meeting]

The undersigned, being holders of the issued and outstanding shares of capital stock of [COMPANY LEGAL NAME], a [Delaware / Florida] corporation (the Company), described beside their names below, acting by written consent without a meeting under [Section 228 of the DGCL] [Section 607.0704 of the Florida Statutes], Article 摆鈼庐 of the Company’s [Certificate of Incorporation / Articles of Incorporation] (the Charter) and Section 摆鈼庐 of the Company’s bylaws, hereby consent to, approve and adopt the following resolutions with the same force and effect as if adopted at a duly called and held meeting of the stockholders. The record date for this consent is [DATE] (the Record Date).

Background. The undersigned have received and reviewed (a) a summary of the proposed venture-debt financing between the Company and [LENDER] (the Lender) providing for loans of up to $[MAXIMUM COMMITMENT] secured by [substantially all of the Company’s assets, with the intellectual property treatment described in the summary], and the issuance to the Lender of a warrant (the Warrant) to purchase up to [MAXIMUM WARRANT SHARES] shares of [WARRANT CLASS] at an exercise price of $摆鈼庐 per share (collectively, the Financing); (b) the Unanimous Written Consent of the Board of Directors dated as of [DATE] approving the Financing (the Board Consent); (c) [the proposed amendment to the Charter attached as Annex 1 (the Charter Amendment)]; and (d) [the disclosure attached as Annex 2 concerning the interest of [DIRECTOR / INVESTOR] in the Financing].

[Alternative 1 鈥� Charter Amendment:]

1. Approval of Charter Amendment. RESOLVED, that the Charter Amendment in the form attached as Annex 1, which increases the number of authorized shares of [WARRANT CLASS] from 摆鈼庐 to 摆鈼庐 [and the number of authorized shares of Common Stock from 摆鈼庐 to 摆鈼庐], having been declared advisable and approved by the Board of Directors, is hereby adopted and approved by the undersigned, constituting (a) the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote, voting together as a single class on an as-converted basis, as required by [DGCL 搂242(b)(1)] [Fla. Stat. 搂607.1003] and Article 摆鈼庐 of the Charter; (b) the holders of at least [a majority / 摆鈼庐%] of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, as required by Article 摆鈼庐, Section 摆鈼庐 of the Charter; [(c) the holders of a majority of the outstanding shares of Series 摆鈼庐 Preferred Stock, voting as a separate series, as required by [Article 摆鈼庐, Section 摆鈼庐 of the Charter] [DGCL 搂242(b)(2)] [Fla. Stat. 搂607.1004]]; [and (d) the holders of a majority of the outstanding shares of Common Stock, voting as a separate class, as required by [DGCL 搂242(b)(2)]]; and that the officers of the Company are authorized to execute and file the Charter Amendment with the [Secretary of State of the State of Delaware] [Florida Department of State], stating in the filing that it was adopted by written consent of the stockholders under [DGCL 搂228] [Fla. Stat. 搂607.0704].

[Alternative 2 鈥� Protective Provision consents (where given in this instrument rather than in the Investor Consent):]

2. Protective Provision Consents. RESOLVED, that the undersigned, constituting the holders of at least [a majority / 摆鈼庐%] of the outstanding shares of Preferred Stock [and the holders of a majority of the outstanding shares of each of Series 摆鈼庐 and Series 摆鈼庐 Preferred Stock], hereby consent, for purposes of Article 摆鈼庐, Section 摆鈼庐 of the Charter, to (a) the incurrence by the Company of indebtedness for borrowed money under the Financing in an aggregate principal amount not to exceed $[MAXIMUM COMMITMENT], together with interest, fees and other obligations under the loan documents; (b) the grant by the Company of security interests in [substantially all of its assets] to secure that indebtedness, including the negative pledge of and springing lien on the Company’s intellectual property described in the summary; (c) the issuance of the Warrant and of the shares issuable upon its exercise [and conversion]; [(d) the Charter Amendment]; and (e) the execution, delivery and performance of the loan documents listed on Annex 3, in each case on terms within the parameters approved in the Board Consent.

[Alternative 3 鈥� Disinterested stockholder approval:]

3. Approval of Interested Transaction. RESOLVED, that the undersigned, having received the disclosure of the material facts attached as Annex 2 concerning the relationship between [DIRECTOR / INVESTOR] and the Lender, and constituting the holders of a majority of the [votes cast by / votes that could be cast by all] disinterested stockholders of the Company (excluding for this purpose the shares held by [INTERESTED HOLDER] and its affiliates, which are not counted toward this resolution), hereby approve the Financing for purposes of [DGCL 搂144(a)(2)] [Fla. Stat. 搂607.0832(3)(a)2.], it being understood that the shares so excluded are counted for purposes of resolutions 1 and 2 above.

4. Waiver of Notice. RESOLVED, that, to the extent any undersigned holder is entitled under the Charter, the bylaws or any agreement to notice of the actions approved above or of any meeting at which they might have been considered, such notice is waived.

5. General Authority. RESOLVED, that the officers of the Company are authorized to take all actions necessary to carry out the foregoing resolutions, including the filing of the Charter Amendment and the delivery of notice of this action to stockholders who have not consented in accordance with [DGCL 搂228(e)] [Fla. Stat. 搂607.0704(3)].

6. Scope. This consent is limited to the Financing as described above and in the Board Consent. It does not consent to or waive any right with respect to any other financing, any increase in the commitment or in the Warrant coverage, any amendment that the Board Consent treats as a Material Change, or any future action, and it does not waive any right of any holder under any investor agreement except as expressly stated.

7. Counterparts; Electronic Signature; Effectiveness. This consent may be executed in counterparts and by electronic signature in any manner permitted by [DGCL 搂搂116 and 228(d)] [Fla. Stat. 搂607.0141 and Chapter 668]. Each counterpart shall bear the date of signature. This consent shall be effective when consents signed by holders having not less than the minimum number of votes required for each voting group have been delivered to the Company in the manner required by [DGCL 搂228] [Fla. Stat. 搂607.0704], provided that such delivery occurs within 60 days after the earliest dated consent delivered to the Company. A holder may revoke its consent by written notice received by the Company before that time. This consent shall be filed with the minutes of the proceedings of the stockholders.

Stockholder (record holder exact name)	Class and series	Shares held of record on the Record Date	As-converted votes	Signature block (entity, signatory, title)	Signature	Date signed	Date delivered
[FUND] L.P.	Series 摆鈼庐 Preferred	摆鈼庐	摆鈼庐	By: [GP] LLC, its general partner; By: [NAME], [TITLE]	__________________	摆鈼庐	摆鈼庐
[FUND] L.P.	Series 摆鈼庐 Preferred	摆鈼庐	摆鈼庐	摆鈼庐	__________________	摆鈼庐	摆鈼庐
[FOUNDER NAME]	Common Stock	摆鈼庐	摆鈼庐	Individual	__________________	摆鈼庐	摆鈼庐
摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	__________________	摆鈼庐	摆鈼庐

Annex 1 鈥� Form of Charter Amendment
Annex 2 鈥� Disclosure of interested-director or interested-investor relationship (if applicable)
Annex 3 鈥� List of loan documents (Schedule 5 extract)
Secretary’s tabulation (Section 19.3) attached

Exhibit C 鈥� Form of Notice to Non-Consenting Stockholders

Instructions: Delaware: deliver promptly after the Stockholder Consent becomes effective under DGCL 搂228(e); Florida: deliver within 10 days after sufficient consents are delivered under Fla. Stat. 搂607.0704(3), to every stockholder who did not consent and, in Florida, to every stockholder not entitled to vote. Deliver by a method permitted by the bylaws and [DGCL 搂232] [Fla. Stat. 搂607.0141]; retain evidence; record on Schedule 6, Part A. Attach the Stockholder Consent (with signature pages redacted to names and share counts if preferred) and any Charter Amendment. Do not attach Board materials or confidential Loan Document terms beyond the summary.

[COMPANY LETTERHEAD]

[DATE]

To the stockholders of [COMPANY LEGAL NAME] listed on the attached distribution list:

Notice of Action Taken by Written Consent of Stockholders
[Under Section 228(e) of the Delaware General Corporation Law] [Under Section 607.0704(3) of the Florida Business Corporation Act]

This notice is given to you because you are a stockholder of record of [COMPANY LEGAL NAME] (the Company) who did not execute the written consent described below [or who was not entitled to vote on the action]. No action on your part is required.

1. Action taken. On [DATE], stockholders of the Company holding the requisite number of votes of each class and series entitled to vote approved the following actions by written consent without a meeting (the Stockholder Consent), a copy of which is attached:

[An amendment to the Company’s [Certificate of Incorporation / Articles of Incorporation] increasing the number of authorized shares of [WARRANT CLASS] from 摆鈼庐 to 摆鈼庐 [and of Common Stock from 摆鈼庐 to 摆鈼庐], a copy of which is attached. The amendment was filed with the [Secretary of State of the State of Delaware] [Florida Department of State] on [DATE] and became effective on [DATE].]
[Consent of the holders of Preferred Stock, under Article 摆鈼庐, Section 摆鈼庐 of the Charter, to the Company’s incurrence of indebtedness of up to $摆鈼庐 from [LENDER], the grant of security interests in the Company’s assets to secure that indebtedness, and the issuance to the lender of a warrant to purchase up to 摆鈼庐 shares of [WARRANT CLASS] at an exercise price of $摆鈼庐 per share.]
[Approval, by stockholders not interested in the transaction, of the financing described above as a transaction in which [DIRECTOR / INVESTOR] has an interest, following disclosure of the material facts, a summary of which is attached.]

2. Summary of the financing. The Company has entered into [or expects to enter into on or about [DATE]] a venture-debt facility with [LENDER] providing for loans of up to $摆鈼庐, bearing interest at 摆鈼庐, maturing on [DATE], secured by [substantially all of the Company’s assets, with the Company’s intellectual property subject to a negative pledge and a lien that attaches only upon specified defaults], and the Company has issued [or will issue] to the lender a warrant to purchase up to 摆鈼庐 shares of [WARRANT CLASS] at $摆鈼庐 per share, exercisable for 摆鈼庐 years. The proceeds will be used for [general working capital and corporate purposes]. The Board of Directors approved the financing on [DATE] [, with [DIRECTOR] not participating because of the relationship described in the attached summary].

3. Votes. The Stockholder Consent was signed by holders of approximately 摆鈼庐% of the outstanding voting power of the Company on an as-converted basis, 摆鈼庐% of the outstanding Preferred Stock voting as a single class on an as-converted basis, [and 摆鈼庐% of the outstanding Series 摆鈼庐 Preferred Stock voting as a separate series] [and 摆鈼庐% of the votes that could be cast by disinterested stockholders], in each case exceeding the vote required by the Charter and applicable law. The record date for the Stockholder Consent was [DATE].

4. Appraisal rights. [Florida:] [The action described in this notice is not an action for which appraisal rights are provided under Sections 607.1301 through 607.1340 of the Florida Business Corporation Act.] [If appraisal rights apply, insert the statement required by Fla. Stat. 搂607.0704(3) and attach the required appraisal notice.] [Delaware:] [No appraisal rights are available under Section 262 of the Delaware General Corporation Law in connection with the action described in this notice.]

5. Further information. Copies of the Stockholder Consent, the Charter Amendment as filed, and the Board resolutions approving the financing are available to stockholders of record upon written request to the Secretary at [ADDRESS / EMAIL], subject to any confidentiality undertakings the Company’s agreements require. Questions may be directed to [NAME, TITLE] at [EMAIL / TELEPHONE].

This notice is given in accordance with [Section 228(e) of the Delaware General Corporation Law] [Section 607.0704(3) of the Florida Business Corporation Act] and the Company’s bylaws.

[COMPANY LEGAL NAME]

By: __________________________________
[NAME]
Secretary

Attachments: Stockholder Consent; Charter Amendment as filed (if applicable); summary of interested-party disclosure (if applicable); distribution list (retained by Secretary, not circulated)

Exhibit D 鈥� Form of Secretary’s Certificate

Instructions: Conform the attachments to Section 23.2. Deliver at Closing. Where the Lender’s form differs, deliver this form or revise the Lender’s form consistent with Section 23.3. Redact director signature pages in the resolutions extract to names if the Board prefers; do not attach Schedules 3 or 7 or Board materials.

SECRETARY’S CERTIFICATE
OF [COMPANY LEGAL NAME]
Dated: [CLOSING DATE]

The undersigned, [NAME], hereby certifies that the undersigned is the duly elected, qualified and acting Secretary of [COMPANY LEGAL NAME], a [Delaware / Florida] corporation (the Company), and, in that capacity and not individually, further certifies to [LENDER] (the Lender) in connection with the Loan and Security Agreement dated as of [DATE] between the Company and the Lender (the Loan Agreement) as follows:

1. Charter. Attached as Attachment A is a true, correct and complete copy of the [Amended and Restated Certificate of Incorporation / Articles of Incorporation] of the Company, including all amendments and certificates of designation, certified by the [Secretary of State of the State of Delaware] [Florida Department of State] as of [DATE] (the Charter). The Charter is in full force and effect, has not been amended, modified or rescinded since that date, and no action has been taken or is pending to amend, modify or rescind it, [other than the [Certificate of Amendment / Articles of Amendment] filed on [DATE] and included in Attachment A].

2. Bylaws. Attached as Attachment B is a true, correct and complete copy of the bylaws of the Company as in effect on the date of this certificate and at all times since [DATE]. The bylaws are in full force and effect and have not been amended, modified or rescinded, and no action has been taken or is pending to do so.

3. Board resolutions. Attached as Attachment C is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Company by unanimous written consent effective as of [DATE] [, as supplemented by the unanimous written consent effective as of [DATE] attached as Attachment D,] in accordance with the Charter, the bylaws and [Section 141(f) of the Delaware General Corporation Law] [Section 607.0821 of the Florida Statutes]. The resolutions approve the Loan Agreement, the other Loan Documents, the incurrence of the Obligations, the grant of the security interests and the issuance of the Warrant on the terms and within the parameters stated in the resolutions, and authorize the officers named in them to execute and deliver the Loan Documents within the limits stated in the resolutions. The resolutions are in full force and effect, have not been amended, modified or rescinded, and are the only resolutions of the Board of Directors (or any committee) relating to the transactions contemplated by the Loan Documents.

4. Stockholder and investor approvals. Attached as Attachment E is a true, correct and complete copy of [the written consent of the stockholders of the Company dated as of [DATE], together with the undersigned’s tabulation showing that the consent was signed by holders having not less than the minimum number of votes required for each voting group and was delivered to the Company within the period required by [Section 228 of the Delaware General Corporation Law] [Section 607.0704 of the Florida Statutes]] [a statement that no stockholder action was required]. Attached as Attachment F is a true, correct and complete copy of the Consent and Waiver dated as of [DATE] executed by the holders of Preferred Stock and the parties to the Company’s investor agreements whose consent or waiver was required, together with the undersigned’s tabulation of the thresholds satisfied. Attached as Attachment G are true, correct and complete copies of the other consents listed on it. Each approval, consent and waiver in Attachments E, F and G was duly given by the holders required, is in full force and effect and has not been revoked. [Notice of the stockholder action was given to non-consenting stockholders on [DATE] in accordance with [DGCL 搂228(e)] [Fla. Stat. 搂607.0704(3)].]

5. Good standing. Attached as Attachment H are certificates of [good standing / status] for the Company issued by the [Secretary of State of the State of Delaware] [Florida Department of State] and by the Secretary of State of each of [STATES OF FOREIGN QUALIFICATION], each dated not more than 摆鈼庐 days before the date of this certificate. [The undersigned has verified on the date of this certificate by [online verification / telephone] that the Company remains in good standing in each such jurisdiction.]

6. Incumbency. Attached as Attachment I is an incumbency certificate listing each officer of the Company authorized to execute the Loan Documents and to act under them, together with the specimen signature of each. Each person named holds the office set out beside his or her name as of the date of this certificate and held that office on each date on which he or she executed a Loan Document, and each signature beside a name is the genuine signature of that person.

7. Capitalization. Attached as Attachment J is a true, correct and complete capitalization table of the Company as of the date of this certificate, reflecting the reservation of 摆鈼庐 shares of [WARRANT CLASS] for issuance upon exercise of the Warrant [and 摆鈼庐 shares of Common Stock for issuance upon conversion].

8. No other action. The undersigned has reviewed the minute book and stock records of the Company and confirms that they contain no resolution, consent, agreement or other record inconsistent with the foregoing.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

[NAME]
Secretary

Cross-certification. The undersigned, [NAME], the duly elected and acting [Chief Executive Officer / Chief Financial Officer] of the Company, certifies that [NAME] is the duly elected, qualified and acting Secretary of the Company and that the signature above is his or her genuine signature.

[NAME]
[TITLE]

Attachments: A Charter (certified); B Bylaws; C Board resolutions (extract of Part I, Sections 4鈥�17, with Approved Parameters and authority limits); D Supplemental Consent (if any); E Stockholder Consent and tabulation (or statement that none was required); F Investor Consent and tabulation; G Other consents; H Good-standing certificates; I Incumbency Certificate (Exhibit E); J Capitalization table (Schedule 4, Parts A, B and D)

Exhibit E 鈥� Form of Incumbency Certificate

Instructions: List every officer who will execute a Loan Document, deliver a Borrowing Request or Compliance Certificate, approve wire instructions or deliver notices. Each officer signs the specimen column in the form he or she will use on the Loan Documents. Include the electronic-signature platform identity where documents are executed electronically. Deliver with the Secretary’s Certificate and update under Section 24.3.

INCUMBENCY CERTIFICATE
OF [COMPANY LEGAL NAME]
Dated: [CLOSING DATE]

The undersigned, [NAME], Secretary of [COMPANY LEGAL NAME], a [Delaware / Florida] corporation (the Company), certifies to [LENDER] in connection with the Loan and Security Agreement dated as of [DATE] (the Loan Agreement) that each person named below is, on the date of this certificate, the duly elected or appointed, qualified and acting holder of the office set out beside his or her name; that each is authorized to execute and deliver the Loan Documents and to take the actions indicated below on behalf of the Company under the resolutions of the Board of Directors effective as of [DATE] and the Company’s bylaws, subject to the limits stated in those resolutions; and that the signature set out beside each name is his or her genuine signature.

Full legal name	Office	Date elected or appointed	Authority source	Authorized to execute Loan Documents	Authorized to deliver Borrowing Requests and Compliance Certificates	Authorized to approve wire instructions (two required)	Authorized to deliver notices	E-signature platform identity (registered email)	Specimen signature
[NAME]	Chief Executive Officer [and President]	摆鈼庐	Board resolutions 搂10.1; Bylaws 搂摆鈼庐	Yes	Yes	Yes	Yes	摆鈼庐	__________________
[NAME]	Chief Financial Officer [and Treasurer]	摆鈼庐	Board resolutions 搂10.1; Bylaws 搂摆鈼庐	Yes	Yes	Yes	Yes	摆鈼庐	__________________
[NAME]	Secretary	摆鈼庐	Board resolutions 搂10.1; Bylaws 搂摆鈼庐	Certificates and stock records only	No	No	Yes (corporate notices)	摆鈼庐	__________________
[NAME]	[General Counsel / Vice President]	摆鈼庐	Board resolutions 搂10.1	Perfection filings and joinders only	No	No	Yes	摆鈼庐	__________________

The persons listed above are the same persons listed as Authorized Representatives on Schedule 1 to the Company’s Borrowing Request and Funding Conditions Certificate, and the Known Contact Method for each has been established with the Lender.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

[NAME]
Secretary

Cross-certification. The undersigned, [NAME], [Chief Executive Officer / Chief Financial Officer] of the Company, certifies that [NAME] is the duly elected, qualified and acting Secretary of the Company and that the signature above is his or her genuine signature.

[NAME]
[TITLE]

Instructions: Use for every consent and waiver on Schedule 1 that is given by holders of Preferred Stock or parties to the Investor Agreements. Organize by governing provision so that each consent maps to a Schedule 1 item. Each record holder signs; the Secretary tabulates each threshold and attaches the tabulation. Where a Charter amendment or statutory stockholder vote is required, circulate Exhibit B together with this letter. Delete sections that do not apply and renumber.

CONSENT AND WAIVER
OF THE HOLDERS OF PREFERRED STOCK AND PARTIES TO THE INVESTOR AGREEMENTS
OF [COMPANY LEGAL NAME]
Dated as of [DATE]

Reference is made to (a) the [Amended and Restated Certificate of Incorporation / Articles of Incorporation] of [COMPANY LEGAL NAME], a [Delaware / Florida] corporation (the Company), as amended and in effect on the date of this letter (the Charter); (b) the [Amended and Restated] Investor Rights Agreement dated as of [DATE] among the Company and the investors party to it (the IRA); (c) the [Amended and Restated] Voting Agreement dated as of [DATE] among the Company and the stockholders party to it (the Voting Agreement); (d) the [Amended and Restated] Right of First Refusal and Co-Sale Agreement dated as of [DATE] (the ROFR Agreement); and (e) [the side letter dated [DATE] between the Company and [INVESTOR] (the Side Letter)]. Capitalized terms used but not defined in this letter have the meanings given in the Charter or the applicable agreement.

Background. The Company proposes to enter into a venture-debt financing (the Financing) with [LENDER] (the Lender) on the following principal terms, which are more fully described in the loan documents listed on Annex A in the versions identified there (the Loan Documents): term loans of up to $[MAXIMUM COMMITMENT] [in 摆鈼庐 tranches]; interest at 摆鈼庐; interest-only period through 摆鈼庐; maturity on [DATE]; a first-priority security interest in substantially all of the Company’s assets [excluding intellectual property, which is subject to a negative pledge and a security interest that attaches only upon the triggers described in the Intellectual Property Negative Pledge and Springing Lien Agreement] [including intellectual property]; deposit account control agreements over the Company’s operating and reserve accounts (excluding payroll, tax and trust accounts); and the issuance to the Lender [or its designee] of a warrant (the Warrant) to purchase up to [MAXIMUM WARRANT SHARES] shares of [WARRANT CLASS] (the Warrant Shares) at an exercise price of $摆鈼庐 per share, exercisable for 摆鈼庐 years, with the share count determined as 摆鈼庐% of [amounts committed / amounts funded] and including shares issuable in respect of later tranches within the stated maximum. The Board of Directors approved the Financing by unanimous written consent effective as of [DATE] (the Board Consent) on terms within the parameters stated there. [The undersigned have received the disclosure attached as Annex B concerning the relationship between [DIRECTOR / INVESTOR] and the Lender.]

The undersigned, in the capacities and for the purposes stated in each section below, hereby agree as follows:

1. Charter Protective Provisions 鈥� Indebtedness and Liens. The undersigned, constituting the holders of at least [a majority / 摆鈼庐%] of the outstanding shares of Preferred Stock voting together as a single class on an as-converted basis [and the holders of a majority of the outstanding shares of Series 摆鈼庐 Preferred Stock], hereby consent under Article 摆鈼庐, Section 摆鈼庐 of the Charter to (a) the incurrence by the Company of indebtedness for borrowed money under the Financing in an aggregate principal amount not to exceed $[MAXIMUM COMMITMENT], together with interest, fees, final payments, premiums and other obligations under the Loan Documents, [whether or not the full commitment is funded,] and (b) the creation and grant of the liens and security interests described in the Loan Documents, including the negative pledge of and springing security interest in the Company’s intellectual property.

2. Investor Rights Agreement Covenants. The undersigned, constituting [the holders of at least 摆鈼庐% of the Registrable Securities then outstanding] [the Requisite Holders as defined in IRA Section 摆鈼庐], hereby (a) approve, for purposes of IRA Section 鈼�, the incurrence of indebtedness under the Financing; (b) approve, for purposes of IRA Section 鈼�, the pledge and encumbrance of the Company’s intellectual property under the Intellectual Property Negative Pledge and Springing Lien Agreement [and the Intellectual Property Security Agreement]; [(c) approve, for purposes of IRA Section 鈼�, the Financing as a transaction with an affiliate of [INVESTOR / DIRECTOR], having received the disclosure in Annex B;] and (d) to the extent any such approval is required to be given by the Preferred Director(s) and any Preferred Director has not given it, waive that requirement with respect to the Financing.

3. Charter Protective Provisions 鈥� Warrant and Warrant Shares. The undersigned, constituting the holders of at least [a majority / 摆鈼庐%] of the outstanding shares of Preferred Stock [and the holders of a majority of the outstanding shares of Series 摆鈼庐 Preferred Stock], hereby consent under Article 摆鈼庐, Section 摆鈼庐 of the Charter to the issuance of the Warrant and, upon exercise, of the Warrant Shares [and, upon conversion, of the shares of Common Stock issuable on conversion of the Warrant Shares], [and to the amendment of the Charter to increase the authorized shares of [WARRANT CLASS] [and Common Stock] as set out in the stockholder written consent of even date].

4. Anti-Dilution Waiver. The undersigned, constituting the holders of at least [a majority / 摆鈼庐%] of the outstanding shares of Preferred Stock [and of each series whose consent is required under Article 摆鈼庐, Section 摆鈼庐 of the Charter], hereby (a) agree that the Warrant and the Warrant Shares shall be deemed Exempted Securities for all purposes of Article 摆鈼庐, Section 摆鈼庐 of the Charter, and (b) to the extent they would not otherwise be Exempted Securities, waive any adjustment to the Conversion Price of any series of Preferred Stock that would otherwise result from the issuance of the Warrant or the Warrant Shares, effective as of the issue date of the Warrant.

5. Right of First Offer and Notice Waiver. The undersigned, constituting [the holders of at least 摆鈼庐% of the Registrable Securities held by Major Investors] [each Major Investor], hereby (a) agree that the Warrant and the Warrant Shares shall be deemed Exempted Securities for purposes of IRA Section 摆鈼庐, and (b) to the extent they would not otherwise be Exempted Securities, waive, on behalf of themselves and, to the extent permitted by IRA Section 摆鈼庐, all other holders of the right of first offer, the right of first offer under IRA Section 摆鈼庐 with respect to the Warrant and the Warrant Shares, including any Warrant Shares issuable in respect of later tranches within the maximum stated above, and the notice requirements and periods of IRA Section 摆鈼庐 in connection with the issuance.

6. Voting Agreement. The undersigned, constituting [the holders of at least 摆鈼庐% of the shares held by the Investors and 摆鈼庐% of the shares held by the Key Holders] [the holders required to amend or waive the Voting Agreement under Section 摆鈼庐], hereby (a) waive the requirement of Voting Agreement Section 摆鈼庐 that the holder of the Warrant execute a joinder to the Voting Agreement until the exercise of the Warrant, [(b) agree that upon exercise the holder shall execute a joinder limited to Sections 摆鈼庐 (drag-along) and 摆鈼庐 (market stand-off) in the form attached to the Warrant,] and (c) confirm that the issuance of the Warrant does not require any other consent under the Voting Agreement.

7. Right of First Refusal and Co-Sale Agreement. [The undersigned acknowledge that the Financing does not involve any Transfer by a Key Holder and that no consent or waiver under the ROFR Agreement is required.] [The undersigned, constituting [the Company, acting by its Board of Directors, and the holders of at least 摆鈼庐% of the shares held by the Investors], waive the rights of first refusal and co-sale under Sections 摆鈼庐 and 摆鈼庐 of the ROFR Agreement with respect to [DESCRIBE TRANSFER].]

8. Related-Party Acknowledgment. [Not applicable.] [The undersigned acknowledge that they have received and reviewed the disclosure attached as Annex B concerning the relationship between [DIRECTOR / INVESTOR] and the Lender, that the Board Consent records the approval of the Financing by the disinterested directors of the Company, and that the consents and waivers given in this letter are given with knowledge of that relationship. The shares held by [INTERESTED HOLDER] are counted toward the thresholds in Sections 1 through 7 but are not counted toward any approval by disinterested stockholders, which, if sought, is given separately.]

9. Side Letter. [Not applicable.] [[INVESTOR], as the counterparty to the Side Letter, hereby consents under Section 摆鈼庐 of the Side Letter to the Financing and waives any notice period or other requirement of the Side Letter in connection with it.]

10. Scope and Limits. The consents and waivers in this letter (a) are limited to the Financing as described above and in the Loan Documents listed on Annex A, within the parameters approved in the Board Consent, including the maximum commitment and the maximum Warrant Shares stated above; (b) do not extend to any additional warrant, any increase in commitments or coverage, any reduction of the exercise price, any change in the Warrant Class, any amendment, waiver or forbearance under the Loan Documents that the Board Consent treats as a Material Change, or any other financing; (c) do not waive any right of any holder with respect to any future action; (d) do not establish any course of dealing or interpretation of the Charter or any agreement beyond the Financing; and (e) are given by the undersigned solely in their capacities as holders and parties and not in any director’s capacity. Nothing in this letter amends the Charter or any agreement except as expressly stated.

11. Representations. Each undersigned holder represents, severally and not jointly, that (a) it is the record holder of the shares set out beside its name below as of the date of this letter; (b) it has full power and authority to execute this letter; (c) the person signing on its behalf is duly authorized; and (d) it has not transferred or agreed to transfer any of those shares, or granted any proxy or voting right over them that would prevent it from giving the consents and waivers in this letter.

12. Counterparts; Electronic Signatures; Effectiveness. This letter may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument. This letter is effective as to each section when executed by holders satisfying the threshold stated in that section and delivered to the Company, and the Secretary’s tabulation attached as Annex C records the thresholds satisfied. This letter shall be filed with the records of the Company.

Holder (record holder exact name)	Capacity (series held; IRA party; Major Investor; Voting Agreement party; Side Letter party)	Shares of each series held of record	Signature block (entity, signatory, title)	Signature	Date
[FUND] L.P.	Series 摆鈼庐 Preferred; IRA Investor; Major Investor; Voting Agreement Investor	摆鈼庐 Series 摆鈼庐	By: [GP] LLC, its general partner; By: [NAME], [TITLE]	__________________	摆鈼庐
[FUND] L.P.	摆鈼庐	摆鈼庐	摆鈼庐	__________________	摆鈼庐
[INVESTOR]	Side Letter counterparty; 摆鈼庐	摆鈼庐	摆鈼庐	__________________	摆鈼庐
摆鈼庐	摆鈼庐	摆鈼庐	摆鈼庐	__________________	摆鈼庐

Acknowledged and agreed:
[COMPANY LEGAL NAME]

By: __________________________________
[NAME], [TITLE]

Annex A 鈥� Loan Documents (Schedule 5 extract with versions)
Annex B 鈥� Related-party disclosure (if applicable)
Annex C 鈥� Secretary’s tabulation of thresholds by section

Website Posting README 鈥� Not Part of the Agreement

What this form is for

This form is the approval package for a venture-debt financing by a venture-backed corporation. It replaces the single-page lender form of resolutions with a four-part record: a Board written consent that approves the loan documents by name, authorizes the debt and the liens (including the intellectual-property negative pledge or springing lien and the deposit-account control agreements), approves the warrant with a fair-value finding tied to the company’s 409A valuation, reserves the shares, approves the fees, sets officer authority limits with a material-change carve-back, and records the interested-director process under DGCL 搂144 or Fla. Stat. 搂607.0832; a stockholder and investor consent framework that maps each action to the charter protective provision, investor rights agreement covenant, voting agreement provision or side letter that governs it, computes the required threshold, supplies the waivers of preemptive, anti-dilution, joinder and related rights, and handles the notice to non-consenting stockholders under DGCL 搂228(e) or Fla. Stat. 搂607.0704(3); the secretary’s, incumbency and officer’s closing certificates; and seven supporting schedules including the approval matrix, the reservation-of-shares calculation, the conflicts register, the capitalization snapshot, the loan documents register, the notice and delivery log and the board materials index. Six execution forms are attached. The drafting notes explain why a board consent alone is usually insufficient, how to read debt and lien thresholds measured per transaction versus in the aggregate, how to sequence consents with the lender’s closing conditions, how to handle an investor-affiliated lender, and what can and cannot be cured when a consent is missed.

Completion checklist

Confirm the jurisdiction and delete the Delaware or Florida alternative throughout, then confirm every statutory citation against current text.
Complete Schedule 1 (Approval Matrix) and Schedule 2 (reservation of shares) on the day the term sheet is signed; determine whether a charter amendment is required and put it on the critical path.
Circulate the conflicts questionnaire and complete Schedule 3 before Board materials go out; decide the Section 11 path (disinterested directors, committee, stockholder approval, fairness) and whether a conflicted Preferred Director can supply any charter or investor-rights-agreement carve-out approval.
Populate the Approved Parameters table (Section 5.2) from the term sheet and the Schedule 5 document versions; define the dollar cap and Material Change carve-back in Section 10.3.
Set the Warrant Class, coverage formula, maximum Warrant Shares and exercise price in Section 8; complete the fair-value and 409A finding in Section 8.4 with the valuation provider and accountants; reserve at the maximum with a buffer.
Read each charter protective provision against the Financing using Section 18.2; record the measurement basis (aggregate versus per transaction; commitment versus funded) on Schedule 1.
Prepare Exhibit F for every holder-level consent and waiver and Exhibit B if a charter amendment or statutory vote is required; verify signatories against the stock ledger (Schedule 1, Part D).
Calendar the 60-day consent window, the Record Date, the 搂228(e) or 搂607.0704(3) notice deadline, the Form D deadline and the good-standing certificate dates on Schedule 6.
Obtain counsel’s Material Change confirmation under Section 5.3 before execution; adopt Exhibit A if needed.
Deliver Exhibits D and E and the Section 25 officer’s certificate at Closing; certify the resolutions with the authority limits included; file all consents with the minutes and update the cap table and equity system.

AI completion prompt

Act as senior emerging-companies and venture-debt counsel. Using the charter and every amendment and certificate of designation, the bylaws, the investor rights agreement, voting agreement, right of first refusal and co-sale agreement, every side letter and management rights letter, the equity plan, every existing debt instrument and lease with negative covenants, the stock ledger and capitalization table, the board roster with each director’s designation source, the lender’s term sheet and the current drafts of every loan document and the warrant, the most recent 409A report, the cash forecast and covenant model, the conflicts questionnaire responses and the lender’s affiliate disclosure, complete EF-103 without inventing any authority, approval, threshold or fact. Select the Delaware or Florida alternatives and remove the other. Build the Approval Matrix on Schedule 1 citing the exact provision for each action, stating the measurement basis for each debt and lien threshold and computing headroom. Run the reservation-of-shares calculation on Schedule 2 for the Warrant Class and Common Stock and state whether a charter amendment is required. Populate the conflicts register on Schedule 3 and select the Section 11 approval path consistent with the current text of DGCL 搂144 or Fla. Stat. 搂607.0832, flagging any Preferred Director whose conflict affects a charter or investor-rights-agreement carve-out. Populate the Approved Parameters from the term sheet and identify every term in the current drafts that falls outside them. Draft the fair-value finding in Section 8.4 using the 409A report and identify any inconsistency between the warrant price and the report. Compute the required vote for each voting group under Section 19.3. Prepare Exhibits A through F conformed to the facts, and produce a sequencing plan under Section 18.8 with dates and an unresolved-items list identifying the person who must resolve each item. Do not insert any statement that all necessary approvals have been obtained until Schedule 1 shows executed evidence for each item.

Three pass review

Pass 1 Completeness. Confirm corporate identity, directors and their designation sources, officers, every loan document by name and version, the Approved Parameters, the warrant terms and maximum shares, the reservation arithmetic, the fee table, the authority limits, the conflicts register, every item on the Approval Matrix with evidence, the stockholder vote computation, the waivers, the notice log, the certificates and every Schedule and Exhibit referenced in the body.
Pass 2 Risk. Test a charter debt threshold measured per transaction against layered debt; a delayed-draw tranche measured at commitment versus funding; a Series preferred warrant with zero authorized headroom; a lender that is an affiliate of the lead investor holding two board seats; a Preferred Director whose approval is the charter carve-out but who is conflicted; a next-round warrant with a lower-of price and an unsized reservation; a common warrant priced below the 409A value; a consent signed by a management company rather than the fund; stockholder consents straddling the 60-day window; a notice to non-consenting stockholders sent late; final loan documents that changed after the board signed; a lender form of resolutions signed in addition to Part I and inconsistent with it; and an officer’s certificate stating that no other consents are required when Schedule 1 is incomplete.
Pass 3 Publication. Remove company, director, officer, investor, fund and lender names, economic terms, capitalization figures, projections, relationships, account identifiers, signatures, document links, comments and metadata while preserving the blank master, the drafting notes and the illustrative calculation rows.

Attorney review warning

Corporate approvals are fact- and document-specific and depend on the exact text of the corporation’s charter, bylaws, investor agreements and side letters and on the statutes of its jurisdiction of incorporation as in effect on the date of the action. This master does not determine fiduciary compliance, validate a conflict process, supply any approval required by a charter, contract or applicable law, or constitute a valuation, tax, accounting or solvency opinion. The drafting notes describe typical market positions and are not advice about any particular transaction. Statutory references, including the 2025 amendments to DGCL 搂144 and the Florida Business Corporation Act provisions cited, must be confirmed against current text. An attorney admitted in the relevant jurisdiction should review every resolution, consent, waiver, certificate and schedule before any is circulated for signature or delivered to a lender.

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