“Board Consent” is the approval by the Board of Directors of specific corporate actions or transactions (e.g., issuing, selling or granting Securities, engaging in Financing transactions, amending key corporate governance documents such as the Certificate of Incorporation, etc.), which otherwise could be accomplished with a formal Board Meeting.

A Board Consent is a written document with detailed corporate resolutions and is executed by the Directors. Unanimous Written Consent (i.e., execution of the Board Consent by all of the Directors) typically is required.