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  DE Board Consent in lieu of Organizational Meeting

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DE Board Consent in lieu of Organizational Meeting
1  Delaware Board Consent in lieu of Organizational Meeting (Uncertificated Stock) v1.0
Public   Published   master   master  (owner)
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Created: November 1, 2014 1:40:36 EDT | Last modified: October 2, 2015 10:21:56 EDT
 

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ACTION BY UNANIMOUS WRITTEN CONSENT

IN LIEU OF THE ORGANIZATIONAL MEETING

BY THE BOARD OF DIRECTORS OF

v_field_company_name_upcase

The undersigned, constituting all of the members of the Board of Directors of v_field_company_name, a Delaware corporation (the “Company”), pursuant to Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company, hereby adopt the following resolutions by unanimous written consent, effective as of this v_field_effective_date:

1. Certificate of Incorporation.

RESOLVED, that the Certificate of Incorporation of the Company filed with the Delaware Secretary of State on v_field_de_incorp_date, be, and it hereby is, ratified and affirmed.

2. Adoption of Bylaws; Board Size.

RESOLVED, that the Bylaws attached hereto as Exhibit A be, and the same hereby are, adopted as the Bylaws of and for the Company;

RESOLVED FURTHER, that the Secretary of the Company be, and he/she hereby is, authorized and directed to execute a Certificate of Adoption of the Bylaws, to insert the Bylaws as so certified in the Company’s Minute Book and to see that a copy of the Bylaws, similarly certified, is kept at the Company’s principal office, as required by law; and

RESOLVED FURTHER, that pursuant to Section 3.1 of Article III of the Bylaws of the Company, the Board of Directors shall consist of v_field_number_directors_text (v_field_number_directors) members.

3. Election of Officers.

RESOLVED, that the following persons be, and they hereby are, appointed as officers of the Company, to serve until the annual meeting or until their successors are duly appointed and have qualified:

v_field_officers

4. Designation of Depository.

RESOLVED, that the President and the Treasurer of the Company be, and each of them hereby is, authorized:

(a) To designate one or more banks or similar financial institutions as depositories of the funds of the Company;

(b) To open, maintain and close general and special accounts with any such depositories;

(c) To cause to be deposited, from time to time, in such accounts with any such depository, such funds of the Company as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers or agent or agents of the Company authorized to make such deposits and to endorse checks, drafts and other instruments for deposit;

(d) To designate, change or revoke, the designation, from time to time, of the officer or officers or agent or agents of the Company authorized to sign or countersign checks, drafts or other orders for the payment of money issued in the name of the Company against any funds deposited in any of such accounts;

(e) To authorize the use of facsimile signatures for the signing or countersigning of checks, drafts or other orders for the payment of money, and to enter into such agreements as banks and similar financial institutions customarily require as a condition for permitting the use of facsimile signatures;

(f) To make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable and to complete, execute and certify any customary printed blank signature card forms in order to exercise conveniently the authority granted by this resolution; any resolutions printed on such cards are deemed adopted as a part of this resolution;

RESOLVED FURTHER, that all form resolutions required by any such depository be, and they hereby are, adopted in such form used by such depository, and that the Secretary be, and he/she hereby is, authorized to certify such resolutions as having been adopted and that the Secretary be, and he/she hereby is, directed to insert a copy of any such form resolutions in the Minute Book; and

RESOLVED FURTHER, that any such depository to which a certified copy of these resolutions has been delivered by the Secretary of the Company be, and it hereby is, authorized and entitled to rely upon such resolutions for all purposes until it shall have received written notice of the revocation or amendment of these resolutions adopted by the Board of Directors of the Company.

5. Fiscal Year.

RESOLVED, that the fiscal year of the Company shall end each year on v_field_fiscal_year_end.

6. Principal Office.

RESOLVED, that the principal executive office of the Company shall initially be at:

v_field_company_address

7. Ratification of Actions.

RESOLVED, that the prior acts made on behalf of the Company by the sole incorporator be, and the same hereby are, ratified and approved as acts of the Company.

8. Management Powers.

RESOLVED, that the officers of the Company be, and they hereby are, authorized to sign and execute in the name and on behalf of the Company all applications, contracts, leases and other deeds and documents or instruments in writing of whatsoever nature as may be required in the ordinary course of business of the Company and as may be necessary to secure for operation of the corporate affairs, governmental permits and licenses for, and incidental to, the lawful operation of the business of the Company, and to do such acts and things as such officers deem necessary or advisable to fulfill such legal requirements as are applicable to the Company and its business.

9. Uncertificated Stock; Notices.

RESOLVED, that the shares of the Company shall be uncertificated, provided that the Company may issue certificated shares for some or all of any or all classes or series of its stock if deemed advisable and in the best interests of the Company by the officers, in consultation with legal counsel;

RESOLVED FURTHER, that the officers are authorized and directed to send a written notice to record owners of shares of uncertificated stock in accordance with the General Corporation Law of Delaware substantially in the form provided herewith to the Board of Directors with such changes deemed necessary or advisable by the officers, in consultation with legal counsel.

10. Sale of Common Stock.

RESOLVED, that the Board of Directors of the Company hereby determines, after consideration of all relevant factors, that the fair market value of the Company’s common stock as of the date hereof is equal to v_field_common_stock_fmv_per_share per share;

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to sell and issue an aggregate of v_field_total_sale_shares share(s) of its Common Stock at a purchase price of v_field_common_stock_fmv_per_share per share, payable as set forth below in cash and/or in consideration of execution and delivery of a Technology Assignment Agreement in a form(s) set forth as Exhibit D hereto, as follows:

Name of Purchaser
Number of Shares
Consideration
Consideration Value

v_field_purchase_hashes
v_field_purchase_hashes
v_field_purchase_hashes
v_field_purchase_hashes

TOTAL:
v_field_purchase_hashes
v_field_purchase_hashes
v_field_purchase_hashes



RESOLVED FURTHER, that the shares of Common Stock authorized to be sold and issued by the Company to the individuals above shall be offered and sold under the terms of a certain Stock Purchase Agreement entered into each by the Company such person, in substantially the form(s) attached hereto as Exhibit C;

RESOLVED FURTHER, that, upon the Company’s receipt of the applicable fully executed Stock Purchase Agreement and the consideration provided for therein, the Company is authorized and directed to issue a written notice of issuance with respect to such shares; and

RESOLVED FURTHER, that the proper officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further action and execute such documents as each may deem necessary or appropriate to carry out the purposes of the above resolutions, including, but not limited to blue sky filings in accordance with applicable state securities laws and regulations.

11. Incorporation Expenses.

RESOLVED, that the officers of the Company be, and they hereby are, authorized and directed to pay the expenses relating to the incorporation and organization of this Company.

* * * * *






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IN WITNESS WHEREOF, the undersigned have executed this Action by Unanimous Written Consent as of the date first set forth above.

DIRECTORS:


v_field_sig_copy
v_field_v_sigs_directors

____________________________________
v_field_directors




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ACTION BY UNANIMOUS WRITTEN CONSENT IN LIEU OF THE ORGANIZATIONAL MEETING
BY THE BOARD OF DIRECTORS OF V_FIELD_COMPANY_NAME_UPCASE
EXHIBIT A

Bylaws


EXHIBIT B

Form of Uncertificated Stock Notice


EXHIBIT C

Stock Purchase Agreement(s)


EXHIBIT D

Technology Assignment Agreement(s)
v_field_taa_applicability
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No data.
Access
Public
Description
Delaware Board Consent in lieu of Organizational Meeting (Uncertificated Stock) v1.0
Notes
None.
License
Not specified
License Detail
Not specified
Disclaimer
Not specified

INSTRUCTIONS:

1. Who signs? This document should be signed by each director of the company.

2. Can this document be signed electronically? Yes.

3. What do I do with the document after it has been executed? Add this to the company's corporate records, usually in a corporate record book in the section for minutes of meetings of the board.

4. When I file with the company's corporate records, should I add copies of the documents referenced as attachments? Yes.