Techstars' standard Action By Written Consent to elect the Director of the Series AA Preferred, as published at http://www.techstars.com/techstars-model-seed-f.... The Amended and Restated Certificate of Incorporation referred to below is available at Restated Articles of Incorporation
ACTION BY WRITTEN CONSENT
OF THE SERIES AA PREFERRED STOCKHOLDERS OF
The undersigned holders of Series AA Preferred Stock of Company a Delaware corporation (the “Company”), pursuant to Section 228 of the Delaware General Corporation Law, hereby adopt the following resolution by written consent:
Appointment of Series AA Director
Whereas, the Company consummated a Series AA Preferred Stock financing (the “Financing”) on Date (the “Initial Closing Date”); and
Whereas, pursuant to Article IV, Section D, Subsection 2(c) of the Company’s Amended and Restated Certificate of Incorporation, the holders of the Company’s Series AA Preferred Stock are entitled to elect one (1) director to the Company’s Board of Directors (the “Series AA Director”).
Now, Therefore, Be It Resolved, that, effective as of the Initial Closing Date, the undersigned stockholders hereby elect Director Name as the Series AA Director who shall serve until his respective successor is duly elected and qualified, or until earlier resignation or removal.
This action by written consent may be signed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one instrument. This action by written consent shall be filed with the minutes of the proceedings of the stockholders of the Company.
In Witness Whereof, the undersigned have executed this action by written consent effective as of the date first set forth above.
Name and Title of Stockholder
Shares of Capital Stock held:
Common Stock: Shares of Common Stock Held
Series AA Preferred Stock: Shares of Preferred Stock Held