UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

[COMPANY]

Dated: [DATE]

Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned, being all of the Directors of [COMPANY], a Delaware corporation (the “Company”), do hereby consent to the following actions, and direct that this written consent be filed with the records of the meetings of the Board of Directors of the Company (the “Board”), which shall constitute, for all purposes, votes at a special meeting of the Board.

The adoption of the following resolutions:

WHEREAS: The Company desires to amend its current credit facility with [COUNTERPARTY] (“[COUNTERPARTY]”) pursuant to that certain Amended and Restated Plain English Growth Capital Loan and Security Agreement, dated [DATE] (the “[COUNTERPARTY] Agreement”) for the purposes of, among other things, increasing the amount of funds available and resetting the financial covenants set forth therein;

WHEREAS: The Board’s Risk and Corporate Finance Committee have discussed and reviewed the terms and conditions of a proposed amendment to the [LOAN AGREEMENT] and have recommended to the Board to approve the same;

Now, therefore, be it:

RESOLVED: That the Company be and hereby is authorized to enter into that certain Term Sheet between [COUNTERPARTY] and the Company, substantially in the form attached hereto as Exhibit A (the “Term Sheet”).

RESOLVED:  That the officers of the Company be, and hereby are, authorized and directed to negotiate on behalf of the Company the definitive documents in connection with the proposed amendment to the [LOAN AGREEMENT] on such terms and conditions as set forth in the Term Sheet.

RESOLVED: That all actions heretofore taken and all documentation heretofore delivered by any officer or agent of the Company in furtherance and anticipation of the foregoing are hereby ratified, adopted, approved and confirmed in all respects and declared to be binding and enforceable obligations of the Company in accordance with the respective terms and provisions thereof.

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same written consent.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of the date first set forth above.