UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
IN LIEU OF A SPECIAL MEETING
Dated as of: __________________, 202_
The undersigned, being the members of the Board of Directors (the “Board”) of _________________Inc., a corporation formed under the laws of Wyoming (the “Corporation”), acting pursuant to the provisions of Section 17-16-821 of the Wyoming Business Corporation Act and the Corporation's By-laws, do hereby waive all notice of the time, place and purpose of a special meeting and hereby consent and agree to the adoption of the following resolutions, with the same force and effect as if made at a duly convened and held meeting of the Board:
WHEREAS, the Board desires to issue a total of ___________________ shares of the common stock of the Corporation (the “Shares”) to _______________ and _____________________ (collectively, the “Creditors”) for the conversion of $_____________________ in aggregate indebtedness owed to the Creditors at a conversion price of 0.00__ per Share.
NOW, THEREFORE, IT IS:
RESOLVED, that the Corporation be, and hereby is, authorized to issue the Shares to the Creditors; and, upon such issuance, such Shares shall be validly issued, fully paid and non-assessable; and, it is further
RESOLVED, that the proper officers of the Corporation are, and each of them hereby is, empowered to approve or authorize, as the case may be, such further action, including, without limitation, the preparation, execution, and delivery of all such further instruments and documents in the name and on behalf of the Corporation, and to pay all such expenses and taxes, as in their judgment shall be necessary, proper, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolution; and, it is further
RESOLVED, that as used in the foregoing resolutions, the term “the proper officers” of the Corporation shall mean the President, Chief Executive Officer and Chief Financial Officer of the Corporation, and each of them, and with respect to matters involving only certification, attestation or countersignatures, any Secretary or Assistant Secretary of the Corporation; and, that the proper officers of the Corporation are, and each of them acting alone hereby is, authorized and empowered, acting in the name and on behalf of the Corporation, to take such action and to execute and deliver all applicable agreements, documents as may reasonably be necessary to effectuate the issuance of the Shares to the Creditors as aforesaid; and, it is further
RESOLVED, that any and all actions heretofore taken by the directors or the proper officers of the Corporation on behalf of the Corporation in furtherance of the actions authorized or contemplated by these resolutions hereby are ratified, affirmed and approved in all respects, including, without limitation, the execution and delivery of any documents and instruments, including amendments, supplements, or modifications thereto, as may have been reasonably necessary to effectuate the issuance of the Shares to the Creditors as aforesaid; and, it is further
RESOLVED, that this Unanimous Written Consent of the Board in Lieu of a Special Meeting may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and that facsimile and electronic signatures shall be deemed to have the same effect as originals; and, it is further
RESOLVED, that this Unanimous Written Consent of the Board in Lieu of a Special Meeting shall be filed with the minutes of meetings of the Board and shall be treated for all purposes as action taken at a meeting.
IN WITNESS WHEREOF, the undersigned, constituting the members of the Board, have executed this Unanimous Written Consent of the Board in Lieu of a Special Meeting as of the date first above written.
[Name & Title]
[Name & Title]