Board Resolution Format for Loan Application

OMNIBUS BOARD RESOLUTION AND CORPORATE CERTIFICATE FOR DEBT FINANCING AND CREDIT FACILITY APPLICATION

DOCUMENT CONTROL NUMBER: RES-CRED-2024-V4
EFFECTIVE DATE: [Effective Date]
VERSION: 4.2
GOVERNING JURISDICTION: State of [State/Jurisdiction of Incorporation], United States

---

STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE: This document constitutes a formal corporate record and legal instrument of corporate authority adopted pursuant to the General Corporation Law of the State of [State/Jurisdiction of Incorporation] (e.g., Del. Code tit. 8, § 141 et seq. or applicable statutory equivalent) and the Bylaws of [Company Full Legal Name]. This resolution authorizes substantial credit obligations, encumbrance of corporate assets, and the execution of legally binding debt instruments. Legal counsel should be consulted prior to execution to verify compliance with applicable statutory usury limits, shareholder consent thresholds (if applicable), and debt-incurrence covenants in pre-existing credit agreements or investor rights agreements.

---

PARTIES, MEETING CONTEXT, & RECITALS

This Omnibus Board Resolution (the "Resolution") is adopted and enacted as of [Effective Date], by the Board of Directors (the "Board") of [Company Full Legal Name], a corporation organized and existing under the laws of the State of [State/Jurisdiction of Incorporation], having its principal place of business at [Principal Address] (the "Company"), for the benefit of, and transaction with, [Lender Full Legal Name], a [Lender Entity Type, e.g., national banking association / commercial lending institution], having its principal lending office at [Lender Principal Address] (the "Lender").

RECITALS:

WHEREAS, the Board has evaluated the capital structure, working capital requirements, operational initiatives, and liquidity needs of the Company, and has determined that it is in the best commercial and legal interests of the Company and its stockholders to procure debt financing;

WHEREAS, the Company proposes to submit a formal loan application (the "Loan Application") to the Lender and secure a commercial credit facility, term loan, or revolving credit line in the aggregate principal amount of up to [Amount in USD] (the "Facility");

WHEREAS, as a condition precedent to underwriting, extending, or disbursing proceeds under the Facility, the Lender requires formal, certified corporate resolutions from the Board establishing the Company’s capacity to borrow, granting authority to encumber corporate assets, and designating authorized officers empowered to negotiate, finalize, execute, and deliver all requisite credit documentation; and

WHEREAS, the Board has reviewed the proposed commercial terms, obligations, covenants, risks, and benefits of the Facility and desires to approve the same in all respects.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following comprehensive operative resolutions:

---

OPERATIVE CORPORATE RESOLUTIONS & LEGAL TERMS

1. Authorization of Borrowing, Credit Facility, and Scope of Engagement

RESOLVED, that the Company be, and hereby is, authorized to submit the Loan Application to the Lender and to incur indebtedness, borrow funds, obtain letters of credit, and enter into term loans and revolving credit arrangements with the Lender, on either an unsecured or secured basis, up to an aggregate principal maximum amount of [Amount in USD] (the "Credit Commitment"), for the purpose of funding working capital, capital expenditures, general corporate operations, and transaction expenses related thereto.

RESOLVED FURTHER, that the engagement of the Lender as the primary institutional credit provider under the terms set forth in the preliminary term sheet dated [Term Sheet Date] (the "Term Sheet"), attached hereto as Exhibit A, is hereby ratified, approved, and authorized in all respects.

2. Pricing, Financial Covenants, Invoicing, and Repayment Terms

RESOLVED, that the loans and credit extended under the Facility shall bear interest, mature, and be repaid according to the final credit agreement, promissory note(s), or security agreements negotiated with the Lender (collectively, the "Loan Documents"), subject to the following commercial parameters:

1. Interest Rates: The principal balance outstanding under the Facility shall accrue interest at a rate per annum equal to either (a) the Base Rate or Secured Overnight Financing Rate (SOFR) plus an applicable margin not to exceed [Applicable Margin %]% per annum, or (b) a fixed rate not to exceed [Maximum Fixed Rate %]% per annum, calculated on the basis of a 360-day year (or 365/366-day year, as applicable) for actual days elapsed.
2. Default Interest: Upon the occurrence and during the continuance of an Event of Default under the Loan Documents, interest on all outstanding principal, overdue interest, and unpaid fees shall accrue at an additional default margin of [Default Margin %]% per annum above the otherwise applicable rate, to the maximum extent permitted by applicable law.
3. Invoicing and Payment Mechanics: Payments of principal, interest, facility fees, commitment fees, and administrative fees shall be remitted in immediately available lawful currency of the United States via Automated Clearing House (ACH) debit or Fedwire transfer pursuant to written invoicing or billing notices rendered by the Lender.
4. Milestones and Disbursements: Loan proceeds shall be disbursed either in a single lump-sum draw upon closing or in sequential tranches conditioned upon the satisfaction of specific corporate, operational, or financial milestones, as stipulated in the definitive Loan Documents.

3. Grant of Security Interest, Encumbrance, and Intellectual Property Collateral

RESOLVED, that to secure the punctual, full, and final payment, performance, and satisfaction of all present and future debts, liabilities, and obligations of the Company to the Lender under the Facility (the "Obligations"), the Company is authorized to grant, pledge, assign, transfer, hypothecate, and convey to the Lender a continuing, first-priority security interest in, lien upon, and pledge of any or all assets of the Company, whether tangible or intangible, now owned or hereafter acquired, including without limitation:

1. All accounts receivable, chattel paper, deposit accounts, cash and cash equivalents, instruments, investment property, and letter-of-credit rights;
2. All inventory, goods, machinery, tools, fixtures, and general equipment;
3. All General Intangibles, including all domestic and foreign intellectual property, consisting of patents, patent applications, trademarks, service marks, trade names, goodwill, copyrights, copyright registrations, trade secrets, software, proprietary algorithms, source code, data, technology, know-how, and all associated claims, royalties, and rights to sue for past, present, and future infringement;
4. All books, records, customer lists, ledger cards, files, and computer programs relating to the foregoing; and
5. All accessions, substitutions, replacements, products, and cash and non-cash proceeds of any of the foregoing collateral.

RESOLVED FURTHER, that the Authorized Officers (as defined herein) are authorized to execute, deliver, and record all UCC-1 Financing Statements, Intellectual Property Security Agreements with the United States Patent and Trademark Office (USPTO) and the United States Copyright Office (USCO), Deposit Account Control Agreements (DACAs), mortgages, deeds of trust, and pledge agreements necessary to perfect and enforce the Lender’s security interest.

4. Designation and Authority of Authorized Officers

RESOLVED, that the following individual officers of the Company (each an "Authorized Officer" and collectively, the "Authorized Officers") be, and each of them individually hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to act as the legal agents and representatives of the Company in all matters pertaining to the Facility:

RESOLVED FURTHER, that any single Authorized Officer acting alone is authorized to:

1. Negotiate, prepare, execute, and deliver the Loan Application, credit agreements, security agreements, pledge agreements, promissory notes, guarantees, control agreements, fee letters, closing certificates, and all other instruments, notices, and documents required by the Lender;
2. Request, authorize, and direct the disbursement, borrowing, rollover, continuation, conversion, or repayment of funds under the Facility;
3. Agree to any modifications, amendments, waivers, supplements, extensions, restatements, or renewals of any of the Loan Documents; and
4. Take all further actions and execute all further certificates, instruments, disclosures, tax documents, or filings that such Authorized Officer deems necessary, appropriate, or advisable to consummate the transactions contemplated by these Resolutions.

5. Term, Prepayment, Events of Default, and Termination

RESOLVED, that the Facility shall have a maturity term not to exceed [Loan Term, e.g., 60 months / 5 years] from the closing date, subject to mandatory or optional prepayment terms as agreed in the definitive Loan Documents.

RESOLVED FURTHER, that the Authorized Officers are authorized to negotiate terms governing:

1. Voluntary Prepayment: The right of the Company to prepay the principal balance, in whole or in part, subject to customary yield maintenance or prepayment consideration, if any, as agreed in the Loan Documents;
2. Events of Default and Acceleration: Standard and customary events of default, including non-payment, covenant breach, cross-default to other material indebtedness, material adverse change, bankruptcy, insolvency, and judgment defaults, providing for customary cure periods of not less than [Cure Period Days, e.g., thirty (30)] days for curable non-monetary defaults; and
3. Termination: Termination of the Facility upon indefeasible payment in full in cash of all Obligations, cessation of all credit commitments, and the prompt, complete reconveyance, release, and termination of all liens, mortgages, DACAs, and security interests encumbering the Company’s property.

6. Mutual Confidentiality, Information Access, and Non-Disclosure

RESOLVED, that all financial data, business plans, technological specifications, trade secrets, customer lists, and credit information disclosed by the Company to the Lender shall be subject to customary non-disclosure and confidentiality provisions, limiting the Lender’s use thereof strictly to the evaluation, underwriting, administration, syndication, and enforcement of the Facility; provided, however, that the Lender may disclose such information to its examiners, regulators, auditors, legal counsel, and potential assignees or participants who agree to be bound by substantially similar confidentiality constraints.

7. Corporate Representations, Warranties, and Solvency Certifications

RESOLVED, that the Authorized Officers are authorized to make the following formal corporate representations, warranties, and certifications to the Lender in the Loan Documents:

1. Due Organization & Good Standing: The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of [State/Jurisdiction of Incorporation], with full corporate power and authority to own its property and execute the Loan Documents;
2. Authorization & Enforceability: The execution, delivery, and performance of the Loan Documents have been duly authorized by all requisite corporate action, and constitute legal, valid, and binding obligations of the Company enforceable in accordance with their terms;
3. Non-Contravention: The execution, delivery, and performance of the Loan Documents will not violate the Certificate of Incorporation or Bylaws of the Company, any applicable statute, rule, or regulation, or any material agreement, indenture, or court order to which the Company is a party or by which its assets are bound;
4. Litigation: Except as formally disclosed in writing to the Lender, there are no actions, suits, arbitrations, or legal proceedings pending or, to the knowledge of the Company, threatened against the Company that could reasonably be expected to have a Material Adverse Effect; and
5. Solvency: As of the Effective Date, and immediately following the incurrence of the indebtedness authorized under the Facility, the fair salable value of the assets of the Company exceeds its total liabilities (including contingent liabilities); the Company is able to pay its debts as they mature in the normal course of business; and the Company does not have an unreasonably small capital with which to conduct the business in which it is engaged.

8. Indemnification of Lender and Authorized Officers

RESOLVED, that the Company be, and hereby is, authorized to indemnify, defend, and hold harmless the Lender, its parent, affiliates, officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) arising out of, or relating to, the execution of the Loan Documents, the financing transactions contemplated hereby, or the direct or indirect use of loan proceeds, excluding only those claims resulting directly from the gross negligence or willful misconduct of the indemnified party as determined by a final, non-appealable judgment of a court of competent jurisdiction.

RESOLVED FURTHER, that the Company shall indemnify, defend, and hold harmless each Director and Authorized Officer against any personal liability, suit, claim, or loss arising from their execution of these Resolutions or the Loan Documents, provided such individual acted in good faith and in a manner reasonably believed to be in the best interest of the Company.

9. Governing Law, Dispute Resolution, and Arbitration

RESOLVED, that the Authorized Officers are authorized to consent to the laws of the State of [Governing Law State, e.g., New York / Delaware] governing the Loan Documents, without regard to conflict of laws principles.

RESOLVED FURTHER, that the Authorized Officers are authorized to submit the Company to the non-exclusive or exclusive personal jurisdiction of the state and federal courts sitting in [Jurisdiction / Venue City and State] for the resolution of any dispute, controversy, or proceeding arising under or related to the Loan Documents, and are authorized to irrevocably waive the right of the Company to trial by jury in any action or proceeding brought by the Lender.

RESOLVED FURTHER, that the Authorized Officers are authorized, in their discretion, to negotiate and agree to mandatory commercial arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA) or JAMS, to be conducted in [Arbitration City, State], before a single neutral arbitrator, with the decision of the arbitrator being final, binding, and enforceable in any court of competent jurisdiction.

10. General Ratification, Certified Copies, and Counterparts

RESOLVED, that all actions heretofore taken by any Director, Officer, agent, or representative of the Company in connection with the Loan Application, negotiations with the Lender, or the execution of preliminary debt commitments be, and each such act hereby is, approved, ratified, adopted, and confirmed in all respects as the authorized act and deed of the Company.

RESOLVED FURTHER, that any Authorized Officer, or the Secretary or Assistant Secretary of the Company, is authorized and directed to certify and furnish to the Lender a true and complete copy of these Resolutions, an incumbency certificate verifying the titles and signatures of the Authorized Officers, and a copy of the Certificate of Incorporation and Bylaws of the Company, and the Lender may conclusively rely upon such certifications until it receives written notice of revocation or amendment approved by the Board.

RESOLVED FURTHER, that these Resolutions may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this document by electronic transmission, including in portable document format (.pdf) or through recognized electronic signature platforms (e.g., DocuSign, Adobe Sign), shall have the same legal validity, force, and effect as the delivery of a manually executed original counterpart.

---

CORPORATE SECRETARY CERTIFICATE OF INCUMBENCY AND PASSAGE

I, [Corporate Secretary Name], do hereby certify that:

1. I am the duly elected, qualified, and acting Secretary of [Company Full Legal Name], a corporation organized and existing under the laws of the State of [State/Jurisdiction of Incorporation] (the "Company").
2. The foregoing resolutions were duly and validly adopted by the Board of Directors of the Company on [Effective Date], via:
   • [Check applicable box]:
     • A formal meeting of the Board of Directors duly noticed and called, at which a legal quorum was present and voting throughout; or
     • An Omnibus Unanimous Written Consent signed by all the Directors of the Company pursuant to the Bylaws and statutory provisions of [State/Jurisdiction of Incorporation].
3. The said resolutions have not been amended, modified, superseded, or rescinded, and remain in full force and legal effect as of the date of this certificate.
4. The persons listed in Section 4 of the foregoing resolutions are the duly elected, qualified, and authorized officers of the Company, holding the respective offices indicated, and the signatures appearing opposite their names are genuine specimen signatures.

IN WITNESS WHEREOF, I have hereunto executed this Certificate and affixed the seal of the Company as of [Date].

---

[Corporate Secretary Name], Corporate Secretary
[Company Full Legal Name]

(Corporate Seal)

---

EXECUTION & FORMAL SIGNATURE BLOCKS

The undersigned members of the Board of Directors of the Company hereby adopt, approve, and execute the foregoing Resolutions pursuant to the Bylaws of the Company and the laws of [State/Jurisdiction of Incorporation].

BOARD OF DIRECTORS:

Signature: _____________________________________
Printed Name: [Director 1 Name]
Title: Director / Chairman of the Board
Date: [Date]

Signature: _____________________________________
Printed Name: [Director 2 Name]
Title: Director
Date: [Date]

Signature: _____________________________________
Printed Name: [Director 3 Name]
Title: Director
Date: [Date]

---

FORMAL TRANSACTIONAL EXECUTION BLOCKS:

FOR [PARTY A / COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [PARTY B / CLIENT / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

This operational guide provides institutional step-by-step procedures to complete, verify, execute, and file this corporate resolution within enterprise environments.

                  STEP-BY-STEP EXECUTION WORKFLOW
                  
  [Step 1: Populate Bracketed Fields]
                 │
                 ▼
  [Step 2: Signatory Authority Verification]
                 │
                 ▼
  [Step 3: Board Approval (Meeting vs. Written Consent)]
                 │
                 ▼
  [Step 4: Digital / Manual Signature Execution]
                 │
                 ▼
  [Step 5: Corporate Minute Book & Lender Closing Transmittal]

Step 1: Systematic Completion of Bracketed Fields

1. Open this document in Microsoft Word (.docx) or Google Docs.
2. Run a universal Find and Replace search for all open brackets [ to locate every fillable variable.
3. Ensure exact alignment across the following key legal terms:
   • [Company Full Legal Name]: Must match the legal entity name precisely as filed with the Secretary of State (including punctuation, e.g., "Acme Solutions, Inc.").
   • [Amount in USD]: Must reflect the maximum credit ceiling authorized by the Board (e.g., "$5,000,000.00 (Five Million Dollars and 00/100 USD)").
   • [State/Jurisdiction of Incorporation]: Insert the exact statutory home state (e.g., Delaware).
   • [Authorized Signatory Names & Titles]: Ensure titles match those established in the corporate bylaws (e.g., CEO, CFO, President).
4. Remove all brackets and instructional text after populating the fields.

Step 2: Signatory Authority and Corporate Cross-Verification

1. Bylaws Audit: Cross-reference the Company’s Bylaws to verify:
   • Quorum requirements (e.g., simple majority vs. two-thirds of the board).
   • Whether Board action requires an in-person meeting or permits Unanimous Written Consent.
   • Any dollar thresholds requiring stockholder approval or preferred investor consent.
2. Investor Rights Agreements: Confirm that the debt incurrence authorized does not breach negative covenants contained in any Certificate of Designation, Series Preferred Investor Rights Agreement (IRA), or existing Credit Agreements.
3. Specimen Signatures: Collect actual physical or digital specimen signatures for all Authorized Officers listed in Section 4.

Step 3: Formal Board Adoption

1. Option A (In-Person or Virtual Meeting): Notice the meeting in compliance with Bylaw timing rules. Record the vote in the minutes, noting unanimous or majority approval. Have the Corporate Secretary execute the Incumbency Certificate.
2. Option B (Unanimous Written Consent): If permitted by state law (e.g., DGCL § 141(f)), ensure 100% of all serving directors sign the resolution. A partial majority is legally invalid for written consents.

Step 4: Digital Signature Execution (DocuSign / Adobe Sign)

1. Envelope Configuration: If using DocuSign, Adobe Sign, or an equivalent e-signature platform:
   • Set the routing order: Directors execute first, followed by the Corporate Secretary, followed by the Transactional Authorized Signatories.
   • Restrict editing access to preserve the integrity of the document text.
2. Authentication Standards: Ensure certificate-based enterprise authentication is enabled (e.g., SMS verification, corporate SSO email routing) to maintain audit trails compliant with the ESIGN Act (15 U.S.C. § 7001) and UETA.
3. Audit Trail Generation: Secure the Certificate of Completion detailing timestamp, IP address, and cryptographic signature digest.

Step 5: Post-Execution Transmittal and Record Retention

1. Closing Delivery to Lender: Transmit the fully executed, countersigned Resolution and Secretary Certificate to the Lender’s legal counsel as part of the formal loan closing binder.
2. Minute Book Archival: Place a complete, wet-ink original or verified digital copy of the Resolution along with the meeting minutes/written consent into the permanent Corporate Minute Book.
3. Retention Schedule: Retain this document permanently in the Company's central legal document repository until the Facility has been repaid in full, all liens are formally released, and the applicable statutory limitation period has expired.