ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

[COMPANY]

The undersigned, constituting all of the members of the Board of Directors (the “Board”) of [COMPANY], a Delaware corporation (the “Company”), pursuant to Section 141(f) of the Delaware General Corporation Law and the Company’s Amended and Restated Bylaws, hereby adopt the following resolutions by written consent, effective as of _____________, 2009:

Approval of the Debt Financing.

WHEREAS, the Board deems it to be in the best interest of the Company and its stockholders to enter into a Plain English Growth Capital Loan and Security Agreement (the “Loan Agreement”) with [COUNTERPARTY] (“[COUNTERPARTY]”) and to authorize, sell and issue Plain English Promissory Notes (the “Notes”), with an aggregate principal amount of up to $[AMOUNT], and a Plain English Warrant Agreement (the “Warrant”) to purchase up to [NUMBER] (subject to adjustment as provided in the Warrant) shares of the Company’s Series A Preferred Stock, par value [AMOUNT] per share (the “Series A Preferred Stock”), in connection with such arrangement (the “Debt Financing”); and

WHEREAS, in connection with and in order to induce [COUNTERPARTY] to make the financial accommodations available pursuant to the Loan Agreement, the Board deems it to be in the best interests of the Company and its stockholders to enter into a certain Pledge Agreement with [COUNTERPARTY] whereby the Company will pledge shares of the capital stock of its subsidiaries as collateral (the “Pledge Agreement”).

NOW, THEREFORE, BE IT RESOLVED, that the Loan Agreement, together with all exhibits, schedules and ancillary documents thereto, the Notes and the Warrant (together, the “Loan Documents”) in substantially the forms attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively, be, and they hereby are, approved, subject to such changes as my be approved by the Chief Executive Officer or Chief Financial Officer of the Company in such officer’s sole discretion, such officer’s signature on such documents to constitute conclusive evidence of such approval;

RESOLVED FURTHER, that the appropriate officers of the Company be, and they hereby are, authorized and directed to prepare, execute and deliver the Loan Documents and all other documents necessary to effect the Debt Financing, and to take all actions necessary and appropriate to deliver such agreements and to perform the Company’s obligations thereunder;

RESOLVED FURTHER, that upon the execution and delivery of the Loan Agreement, the officers of the Company are, authorized and directed to sell and issue the Notes and Warrant for the consideration set forth in, and pursuant to the terms and conditions of the Loan Agreement and deliver the same to the [COUNTERPARTY];