The account as dictated, preserved verbatim. Everything elsewhere on this site that derives from it is a distillation — and where the two differ, this governs.
Dictated by Jonathan Paul Hare in working sessions with Claude (Anthropic) and transcribed in-session. Lightly cleaned for typographic errors and false starts; wording, sequence and emphasis preserved. Not an audio transcript. Where the distilled page differs from the source, the source governs.
[Stockholders consent, 2010, date blank in the form:] 'In accordance with Section 228 of the Delaware General Corporation Law and the Bylaws of Resilient Network Systems, Inc., a Delaware corporation...' Resolutions: amend Article IV of the Amended and Restated Certificate of Incorporation to authorize 30,000,000 shares — 20,000,000 Common ($0.001 par) and 10,000,000 Preferred, of which 8,500,000 designated Series A Preferred — in connection with the proposed issuance and sale of additional shares of Series A; ratify and approve the Second Amended and Restated Series A Preferred Stock Purchase Agreement, pursuant to which the Company will issue and sell up to a cumulative total of 6,200,000 shares of Series A Preferred, with matching Common reserved for conversion. [Board consent, same substance, authorizing the Certificate of Amendment filing with the Delaware Secretary of State.]
Corrections applied downstream are recorded here rather than made silently. The source above is unaltered.
Two open items narrow. First, the rename: by the May 2010 consents the company is already Resilient Network Systems, Inc., a Delaware corporation operating under an Amended and Restated Certificate — so the Emergent Networks → Resilient Network Systems rename is now bounded between July 17, 2008 (the 83(b), S-126) and May 2010, with the exact date awaiting the Delaware filing or the archive. Second, the structure of the financing: the instrument being approved is a SECOND Amended and Restated purchase agreement 'to permit the sale of additional shares' — meaning the RNS Series A was a rolling round that predated May 2010 and was expanded then to a cumulative 6,200,000 shares. Louis Woodhill's approximately $500,000 (S-113, S-125) therefore plausibly attaches to the May 2010 expansion tranche — the resolution's whole purpose was permitting additional sales — but the purchase agreement's schedule of purchasers, not the consents, would name him, and Hare's confirmation stands as the open item, now sharpened to a single question: was Woodhill in the 2010 expansion or the earlier tranche?
Each page below is a distillation of the account above. The chain is recorded in both directions so that a reader, a journalist or a future system can walk from a claim back to what was actually said.
A source record can be wrong about the world even when it accurately preserves what was said. Corrections are recorded alongside rather than replacing it — nothing here is overwritten.
Write to evidence@qpncatalyst.io and Jonathan directly — both are on the button — or use the structured contribution form. A timestamped confirmation comes back with your submission attached, as your own independent record.
Correct or extend S-127 → All source records →