G/YCombinator-SeriesAA/Form/BoardConsent

/Docs/G/YCombinator-SeriesAA/Form/BoardConsent_v01.md
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Authorization of Sale and Issuance of Series AA Preferred Stock
WHEREAS, the Board deems it advisable, and in the best interests of the Company, to enter into a Series AA Preferred Stock Purchase Agreement, in substantially the form attached hereto as Exhibit B (the "Purchase Agreement").

NOW, THEREFORE, BE IT RESOLVED: That the Company enter into the Purchase Agreement with the investors set forth on the Schedule of Investors attached as Exhibit A to the Purchase Agreement (the "Schedule of Investors") pursuant to which the Company will sell and issue up to {Cap.AA.Auth.#} shares of Series AA Preferred Stock (the "Series AA Shares").
RESOLVED FURTHER: That the form, terms and provisions of the Purchase Agreement are hereby approved, adopted and confirmed.
RESOLVED FURTHER: That the Series AA Shares are hereby set aside and reserved for issuance pursuant to the Purchase Agreement, and the issuance of the Series AA Shares to the investors set forth on the Schedule of Investors for the consideration set forth on the Schedule of Investors is hereby approved.
RESOLVED FURTHER: That the Series AA Shares shall be validly issued, fully paid and nonassessable when issued in accordance with the terms of the Purchase Agreement.
RESOLVED FURTHER: That {Cap.Common.SetAside.#} shares of the Company's Common Stock (and any additional shares of capital stock as may be necessary to issue pursuant to the terms of the Series AA Preferred) are hereby set aside and reserved for issuance upon conversion of the Series AA Shares, and the issuance of such shares of Common Stock (and any additional shares of capital stock as may be necessary to issue pursuant to the terms of the Series AA Preferred) upon conversion of the Series AA Shares is hereby approved.
RESOLVED FURTHER: That the shares of Common Stock (and any additional shares of capital stock as may be necessary to issue pursuant to the terms of the Series AA Preferred) issuable upon conversion of the Series AA Shares shall be validly issued, fully paid and nonassessable when issued in accordance with the terms of the Restated Certificate.
RESOLVED FURTHER: That the officers of the Company are authorized and directed to execute and deliver all documents and take whatever actions are deemed necessary or advisable to comply with all applicable state and federal securities laws.
RESOLVED FURTHER: That the appropriate officers of the Company be, and each of them hereby is, authorized and directed, for and in the name and on behalf of the Company, to execute and deliver, to the appropriate parties, the Purchase Agreement, substantially in the form submitted to and reviewed by the Company's Board, with such changes therein or additions thereto as the officer executing the same shall approve with the advice of legal counsel, the execution and delivery of such agreement by such officer to be conclusive evidence of the approval of the Board thereof and all matters relating thereto.