ACTION BY WRITTEN

CONSENT OF THE STOCKHOLDERS OF

[COMPANY]

In accordance with Section 228 of the Delaware General Corporation Law and the Bylaws of [COMPANY], a Delaware corporation (the “Company”), the undersigned stockholders of the Company do hereby, pursuant to this Written Consent, vote all shares of the Company's outstanding voting stock held of record by them FOR the adoption and approval of the following resolutions, without a formal meeting and without prior notice, effective as of the ___ day of __________, 2009:

Approval of Loan Agreement and Related Documents.

WHEREAS, the Company’s Board of Directors (the “Board”) has previously approved a Plain English Growth Capital Loan and Security Agreement (the “Loan Agreement”) with [COUNTERPARTY], a Delaware limited liability company (“[COUNTERPARTY]”), in substantially the form attached hereto as Exhibit A;

WHEREAS, pursuant to the terms of and in order to induce [COUNTERPARTY DEFINED TERM] to enter into the Loan Agreement, the Company has agreed to grant to [COUNTERPARTY DEFINED TERM] the right to purchase certain of the Company’s equity securities to be issued in its Next Round (as defined in the Loan Agreement) (the “Next Round Participation Right”);

WHEREAS, pursuant to certain protective provisions contained in the Company’s Restated Certificate of Incorporation (the “Restated Certificate”), the grant of the Next Round Participation Right requires the approval of the Required Holders (as defined in the Restated Certificate); and

WHEREAS, the undersigned stockholders collectively constitute the Required Holders.

NOW, THEREFORE, BE IT RESOLVED, that the Loan Agreement and all exhibits, schedules and ancillary documents thereto, including, without limitation, the grant of the Next Round Participation Right be, and it hereby is approved; and

RESOLVED FURTHER, that the appropriate officers of the Company are authorized and directed to take such actions, including, without limitation, the execution of such other documents and certificates as they deem necessary or appropriate, to carry out the intent of the foregoing resolutions.

Approval of Sale and Issuance of Series A Preferred Stock.

WHEREAS, in connection with and in order to induce [COUNTERPARTY] to enter into the Loan Agreement, the Board has deemed it to be in the best interests of the Company and its stockholders to sell to [COUNTERPARTY] (or an affiliate thereof) (the “[COUNTERPARTY]”) [NUMBER] shares of the Company’s Series A Stock at a price per share of [AMOUNT] (the “Additional Shares”) pursuant to the terms and conditions of a Series A Admission and Omnibus Amendment Agreement in substantially the form attached hereto as Exhibit B (the “Amendment Agreement”) and the Series A Preferred Stock Purchase Agreement, dated [DATE] and as amended by the Amendment Agreement, by and between the Company and certain investors listed on Schedule A thereto (the “Purchase Agreement”).