Board Approval of Convertible Note Financing (LLC)

The unanimous written consent an LLC's board of managers signs to authorize a convertible note round: approves the form of note, an aggregate amount, the membership interests issuable on conversion, and the securities-law reliance, and authorizes the officers to sign and close. Attach the note as Exhibit A.

UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF MANAGERS OF
[COMPANY NAME]
IN LIEU OF MEETING

[DATE]

The undersigned, being all of the members of the Board of Managers (the “Board”) of [COMPANY NAME], a [STATE] limited liability company (the “Company”), acting by written consent without a meeting pursuant to Section [applicable section of the state limited liability company act], do hereby consent to the adoption of the following resolutions:

Convertible Note Financing

Whereas, the Board has determined that it is in the best interests of the Company to raise up to $[AMOUNT] through the authorization, sale and issuance of one or more convertible promissory notes, in substantially the form attached hereto as Exhibit A (the “Notes”);

Whereas, after careful consideration, the Board has determined that the terms and conditions of the Notes are just, equitable and fair as to the Company and that it is in the best interests of the Company to enter into the Notes subject to the terms and conditions agreed upon by the parties; and