| UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [COMPANY NAME] |
[DATE]
The undersigned, being all of the members of the Board of Directors (the “Board”) of [COMPANY NAME], a [STATE] corporation (the “Corporation”), acting by written consent without a meeting pursuant to Section [applicable section of the state corporation law], do hereby consent to the adoption of the following resolutions:
Convertible Note Financing
Whereas, certain investors propose to make an investment in the Corporation (the “Financing”) through the purchase of a series of convertible promissory notes, in substantially the form attached hereto as Exhibit A (the “Notes”), in an aggregate principal amount of up to $[AMOUNT], with an initial closing on or around [INITIAL CLOSING DATE] and additional closings thereafter;