> SAMPLE RECORD — Halvorsen Instruments, Inc. is a fictional company. All names and figures are illustrative.

# Board Decision Record

**HI-2026-07** — Approve $6.0M venture debt facility with Northgate Capital

*Halvorsen Instruments, Inc. (SAMPLE — fictional) · Board of Directors*

- **Board:** Board of Directors
- **Organization:** Halvorsen Instruments, Inc. (SAMPLE — fictional)
- **Status:** CLOSED
- **Outcome:** APPROVED
- **Date:** Jul 16, 2026
- **Meeting:** Q3 board meeting
- **Moved by:** Dana Whitfield (Chair)
- **Seconded by:** Marcus Oyelaran

## Rationale

Venture debt extends runway past the next two product milestones without pricing an equity round in a soft market. Downside case keeps covenant headroom above $1.5M. The alternatives memo was reviewed; an equity bridge was rejected on dilution and timing.

## Brief

- **Question:** Should the Company take a $6.0M venture debt facility to extend runway?
- **Recommendation:** Approve the Northgate facility on the June 30 term sheet.
- **Options:** Venture debt (recommended); Insider equity bridge; No action; reduce burn
- **Risks:** Minimum cash covenant breach in downside case; Warrant coverage dilution (0.5%)
- **Financial impact:** $6.0M available; $3.0M drawn at close; interest-only for 12 months.

## Evidence reviewed (sealed pack)

- Northgate term sheet (June 30, 2026) — opened by 8 of 8 directors
- 13-week cash forecast and runway model, base and downside — opened by 8 of 8 directors
- Alternatives memo: equity bridge vs. venture debt vs. no action — opened by 7 of 8 directors
- Counsel summary of covenants and default triggers — opened by 8 of 8 directors

## Motion

RESOLVED, that the Board approves the Company entering into a $6.0M senior secured term loan facility with Northgate Capital on substantially the terms in the term sheet dated June 30, 2026 (Pack item 4.1), and authorizes the CEO and CFO to execute the definitive loan agreement.

## Vote tally

Aye 7 · Nay 0 · Abstain 0 · Recused 1 · PASSED

## Recusal

- **Priya Raman** — Partner at a fund that is a limited partner in Northgate Capital's lender vehicle. Disclosed in the annual questionnaire and again on this item; left the room for discussion and vote.

## Actions

- Execute definitive loan agreement · Elena Brandt, CFO · DONE · due Jul 31, 2026 · formally closed
- Add covenant tracking to the monthly board update · Elena Brandt, CFO · DONE · due Aug 15, 2026 · formally closed

## Monitors

- 90-day check: covenant compliance and runway · ACTIVE · Minimum cash covenant headroom; months of runway · target Headroom ≥ $1.5M; runway ≥ 18 months · due Oct 14, 2026

## Closure evidence

- **Evidence:** Executed loan and security agreement (signed July 29, 2026); First $3.0M drawdown confirmation from Northgate (August 1, 2026); Counsel closing memo confirming conditions precedent were met
- **Closed by:** Elena Brandt, CFO
- **Closed at:** Aug 4, 2026, 2:30 PM EDT

## Record context

- **Meeting:** Q3 board meeting
- **Meeting status:** Completed
- **Scheduled:** Jul 16, 2026
- **Agenda position:** 4
- **Quorum:** Quorum met — 8 of 8 directors present (met)
- **Pack:** Sealed
- **Pack SLA:** Met
- **Pack opens:** 8/8 opened
- **Minutes:** Approved

## Governance history

- **Jul 9, 2026, 5:00 PM EDT** — Pack sealed (7 days before meeting) · Board secretary
- **Jul 16, 2026, 12:10 PM EDT** — Recusal recorded · Priya Raman
- **Jul 16, 2026, 12:10 PM EDT** — Vote certified 7–0, 1 recused · Dana Whitfield (Chair)
- **Aug 4, 2026, 2:30 PM EDT** — Closed with evidence · Elena Brandt, CFO

## Certification

This Decision Record summarizes the board record for **Board of Directors** as of **Jul 16, 2026**. It is a portable trust artifact (summary rows only; no document binaries or privileged notes). Credentials inside links (meeting passcodes, signed-file tokens) are redacted; host and path are kept.

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