M&A Agent · Demo

Also add a board resolution for TargetCo Inc. for acknowledging new stockholder and bank signatories.

Good. Don't include Johnson's release clause until we get the resignation letter.

ParkerProject Mgmt Agent

Officer/Incumbency Certificates needed for all three entities. Banking resolutions and signature cards should be updated within 2 business days to avoid frozen accounts.

ParkerProject Mgmt Agent

Corporate records still show Johnson as active director of SubCo Corp. Resignation letter not yet delivered. SubCo Corp. Stockholder Written Consent cannot be finalized until the resignation is tendered. No state filing is affected (NY DOS does not track individual directors). Recommend contacting BuyerCo counsel.

@Parker when is the expected resignation date?

ParkerProject Mgmt Agent

No confirmed date. Created task: Confirm Johnson resignation, assigned to Astrid, deadline before SubCo Corp. consent.

The appointment effective date in the TargetCo Inc. Stockholder Consent should be the day after closing, per SPA clause 4.3(b). Check the other documents for the same issue.

CooperClosing Agent

Appointment date updated in TargetCo Inc. Stockholder Consent. The same date appears in SubCo Corp. Stockholder Consent and SubCo LLC Member Consent. Updated all 3 documents.

CooperClosing Agent

Updated Documents

Entity	Body	Notes
TargetCo Inc.	Stockholders	Date updated, regenerated
TargetCo Inc.	Board
SubCo Corp.	Stockholders	Johnson pending. Regenerated.
SubCo Corp.	Board
SubCo LLC	Members	Date updated, regenerated

Deterministic· Template engine

Changes applied and cascaded across 3 documents. 1 flag outstanding: Johnson release excluded pending resignation letter. Confirm final approval?

Saved· 5 resolution documents

Logged· Final document approval

CooperClosing Agent

All 5 resolution documents approved. 1 edit applied (appointment effective date), cascaded across 3 documents. 1 flag outstanding: Johnson release clause excluded pending resignation letter. Ready for partner review.

For SubCo LLC in Texas, does the membership interest transfer require a separate assignment agreement?

AveryAssistant Agent

Under the Texas Business Organizations Code, LLC membership interests are transferred by assignment. However, since TargetCo Inc. remains the sole member of SubCo LLC (the stock purchase was at the parent level), no membership interest transfer occurred. The Operating Agreement governs manager changes, not a separate assignment. The Member Written Consent we drafted covers the manager removals and appointments.

0:07

Draft the email to Mark. Include a summary of all approved documents and flag the Johnson item as blocking for the SubCo Corp. consent. CC New York and Texas counsel on their filing items.

Voice transcription

CooperClosing Agent

Draft Email

To:Mark Adams <marius.ankum@vriman.com>

CC:L. Peters (NY counsel), H. Miller (TX counsel)

Subj:TargetCo Inc. Acquisition — Post-Closing Resolutions Ready for Review

Dear Mark, The post-closing resolution documents for the TargetCo Inc. acquisition are ready for your review. All 5 documents have been reviewed and approved. Documents: - TargetCo Inc. Stockholder Written Consent (approved, appointment date changed to day after closing per SPA 4.3(b)) - TargetCo Inc. Board Resolution (approved) - SubCo Corp. Stockholder Written Consent (approved, Johnson release clause excluded pending resignation letter) - SubCo Corp. Board Resolution (approved) - SubCo LLC Member Written Consent (approved) Outstanding item: M. Johnson's resignation letter has not yet been delivered. Corporate records still show Johnson as active director of SubCo Corp. The SubCo Corp. Stockholder Written Consent cannot be finalized until the resignation is tendered. No state filing is affected. BuyerCo counsel is following up. Immediate post-closing: - Officer/Incumbency Certificates: May 6 - Banking resolutions: May 7 (avoid frozen accounts) - D&O insurance notice: May 9 Periodic compliance (next cycle): - DE Annual Franchise Tax (TargetCo Inc.): March 2027 - NY Biennial Statement (SubCo Corp.): next biennial cycle - TX PIR (SubCo LLC): May 2027 The documents are available in SharePoint under the TargetCo matter folder.

targetco-inc-stockholder-consent.docxtargetco-inc-board-resolution.docxsubco-corp-stockholder-consent.docxsubco-corp-board-resolution.docxsubco-llc-member-consent.docx

Matter Plan

6/16 tasks complete(1 blocked)

Corporate minutes, registry filings, completion accounts, earn-out monitoring

Send for partner review

Resolution package sent to Mark for final review

AstridMay 6

Prepare Officer/Incumbency Certificates

Certify new directors/officers for all three entities

CooperMay 6

Confirm Johnson resignation

Johnson resignation letter not yet delivered

Blocking: SubCo Corp. Stockholder Written Consent

AstridBefore consent

Update banking resolutions

Update authorized signers for all three entities

AstridMay 7

D&O insurance notice

Change-of-control notification for all entities

Laura GibsonMay 9

DE Annual Franchise Tax

Include new directors in TargetCo Inc. annual report

CounselMar 2027

NY Biennial Statement

Update SubCo Corp. CEO name and board composition

NY counselNext cycle

TX PIR update

Update SubCo LLC manager names with Comptroller

TX counselMay 2027

Completion accounts

Draft within 90 days post-closing per SPA

TBDAug 3

Assemble closing binder

Compile all executed documents, resolutions, and filings

Laura GibsonMay 15