UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF

[COMPANY]

The undersigned, being all of the members of the Board of Directors (each, a “Director” and, collectively, the “Board”) of [COMPANY] a Florida corporation (the “Corporation”), hereby take the following actions, and consent to, approve and adopt the following resolutions, without a meeting, in accordance with Section 607.0821 of the Florida Business Corporation Act (the “Act”) and the Bylaws of the Corporation dated on or around [DATE], and direct that this Unanimous Written Consent of the Board be filed with the minutes of the Corporation:

Election of Officers

RESOLVED, that the following persons be and hereby are elected to the offices set forth opposite his name below, to hold office until the election and qualification of his successor or until his earlier resignation or removal (the “Officers”):

RESOLVED FURTHER, that the Officers of the Corporation are authorized and directed, for and on behalf of the Corporation, to execute any required filings or other related documents in connection with the execution of the Agreement, and to cause such filings or other related documents, when duly executed, to be filed with the applicable government agencies.

Bank Resolutions

RESOLVED, the Corporation is authorized to open one or more new accounts in the name of the Corporation with such bank or banks as the Board deems necessary or desirable and to authorize and approve any signatories to such bank accounts designated by the Board; and

RESOLVED FURTHER, that the Board hereby adopts any resolutions pertaining to said accounts in the form prescribed by said bank or banks (with such modifications to any such form as the applicable Officer shall deem appropriate), with the same effect as though set forth herein in full.

Other Action

RESOLVED, that in connection with or to carry out the actions contemplated by the foregoing resolutions, any Officer of the Corporation be, and such other persons as are authorized by any Officer be, and each hereby is, authorized, in the name and on behalf of the Corporation, to do such further acts and things as any officer or such duly authorized person shall deem necessary or appropriate, including to do and perform (or cause to be done and performed), in the name and on behalf of the Corporation, all such acts and to sign, make, execute, affixing common seal on, deliver, issue or file (or cause to be signed, made, executed, delivered, issued or filed) with any person including any governmental authority or agency, all such agreements, resolutions, deeds, instruments, letters, certificates, proxies, notices, certificates, acknowledgements, authorizations, consents, releases, waivers and other documents (whether of like nature or not) (the “Ancillary Documents”) and all amendments and modifications to any such Ancillary Documents, and to pay, or cause to be paid, all such payments, as any of them may deem necessary or advisable in order to carry out the intent of the foregoing resolutions, the authority for the doing of any such acts and things and the signing, making, execution, delivery, issue and filing of such of the foregoing to be conclusively evidenced thereby.