JOINT WRITTEN CONSENT

OF THE SOLE STOCKHOLDER AND SOLE DIRECTOR

OF

[COMPANY]

The undersigned, being the sole stockholder (the “Stockholder”) and sole director of [COMPANY], a [STATE] corporation (the “Corporation”) hereby takes the following actions, and consents to, approves and adopts the following resolutions, without a meeting, in accordance with Section [ID] and Section [ID] of the [STATE] Business Corporation Act (the “Act”) and the Bylaws of the Corporation dated on or around [DATE], and directs that this Written Consent be filed with the minutes of the Corporation:

Approval of Common Stock Purchase Agreement; Transfer of Shares

RESOLVED, that (i) the Corporation’s entry into that certain Common Stock Purchase Agreement, by and between the Corporation and the persons set forth therein, dated on or around [DATE] (the “Agreement”), and (ii) the transfer of shares of the Corporation’s Common Stock to the persons set forth in the Agreement upon the terms and conditions therein, are approved in all respects; and

Resignation of

RESOLVED, that the resignation of in his capacities as a director and any officer or other position he holds with respect to the Corporation, is hereby accepted and approved in all respects; and

Election of New Directors

RESOLVED, that effective as of the closing of the Agreement, the Board shall be increased to consist of four (4) members, and the following individuals are hereby elected to serve as directors of the Corporation until his or her successor is elected and qualified or until his or her earlier resignation or removal:

[INDIVIDUAL]

[INDIVIDUAL]

[INDIVIDUAL]