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Board Resolution Template docx Download
The Problem
Venture returns for 2016–2019 vintages remain 65–90% unmonetized. For small-ticket secondaries — an early employee selling $50K–$200K of stock — the cost of a custom stock purchase agreement ($5K–$10K in legal fees) eats the economics of the trade. Companies block transfers because processing them is expensive and administratively burdensome.
The Solution
The SALE is a standardized instrument that combines a purchase agreement, ROFR waiver, and deemed joinder into a single document. It is designed for arm’s-length secondary transfers of private company stock where standardization reduces friction for all three parties.
Unified Document
Purchase agreement, ROFR waiver, and joinder in one form.
No Custom Drafting
Fill in the blanks and execute. No bespoke SPA required.
409A Protection
Pricing anchored to objective benchmarks with a disclosed discount.
Board-Ready
Companion board resolution pre-authorizes transfers within guardrails.
How It Works
Download the SALE, fill in the variable fields (class of stock, number of shares, reference price, discount), and execute with three signatures: Seller, Buyer, and Company. The Company signs solely to confirm the ROFR waiver and update the cap table. A $2,500 standardized administrative fee covers the Company’s processing costs.
For companies expecting repeat transactions, the Board Resolution Template establishes a Secondary Liquidity Program with pricing guardrails, volume caps, and eligible buyer criteria — allowing officers to approve and process SALEs without a full board vote.
The User Guide includes step-by-step instructions, a worked example with sample calculations, and a detailed explanation of every provision.
Specifications
Jurisdiction Delaware corporations
Buyer Requirement Accredited Investor (Reg D)
Securities Exemption Section 4(a)(7) / Rule 144
Admin Fee $2,500 (standardized)
License CC0 1.0 (Public Domain)
Version v1.0 — March 2026