JOINT WRITTEN CONSENT

OF THE STOCKHOLDERS AND DIRECTORS

OF

[COMPANY]

The undersigned, being the stockholders (the “Stockholders”) and directors (the “Directors”) of [COMPANY], a Florida corporation (the “Corporation”) hereby takes the following actions, and consents to, approves and adopts the following resolutions, without a meeting, in accordance with Section 607.0704 and Section 607.0821 of the Florida 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 Preferred Stock Purchase Agreement; Transfer of Shares

RESOLVED, that (i) the Corporation’s entry into that certain Preferred 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 Series A Preferred Stock and Series B Preferred Stock to the persons set forth in the Agreement upon the terms and conditions therein, are approved in all respects; and

Approval of Stockholders Agreement

RESOLVED, that the Corporation’s entry into that certain Stockholders Agreement, by and between the Corporation and the persons set forth therein, dated on or around [DATE] (the “Stockholders Agreement”) is approved in all respects; and

Approval of Amended Articles

RESOLVED, that the Corporation’s amending and restating of its existing Articles of Incorporation and subsequent adoption of those certain Amended and Restated Articles of Incorporation (the “Amended Articles”, and, together with the Agreement and the Stockholders Agreement, the “Transaction Documents”) of the Corporation is approved in all respects; and

RESOLVED, that in connection with the Amended Articles, the division of each share of the Corporation’s common stock issued and outstanding immediately prior to the filing and effectiveness of the Amended Articles into [NUMBER] shares of common stock is approved in all respects, such that upon the filing and effectiveness of the Amended Articles the Corporation shall have [NUMBER] shares of common stock issued and outstanding; and

RESOLVED, that the Amended Articles be and is hereby authorized and approved for filing with the Secretary of State of the State of Florida; and

Interested Directors and Fairness of Transactions