UNANIMOUS WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING

OF THE BOARD OF DIRECTORS

OF

[COMPANY]

October ____, [YEAR]

The undersigned, being all of the members of the Board of Directors (the “Board”) of [COMPANY] LLC, a Delaware limited liability company (the “Company), declare that when all the Directors have signed this consent, or a counterpart, the following resolutions shall then be consented to, approved of, and adopted to the same extent and to have the same force and effect as if adopted at a special meeting of the Directors duly called and held for the purpose of acting upon proposals to adopt such resolutions:

WHEREAS, the Company is governed by that certain Amended and Restated Limited Liability Company Agreement of [COMPANY] dated as of [DATE] (as amended, the “A&R Company Agreement”); and

WHEREAS, the Company is the sole managing member of [COMPANY] LLC (“[COMPANY]”).

NON-BINDING OFFER LETTER

WHEREAS, [COMPANY] desires to tender to [COMPANY] (“[COMPANY]”) a non-binding offer for the acquisition of [PERCENT] of the outstanding shares of [COMPANY] and associated management and employees, substantially similar in form and function as set forth on the attached Exhibit A (the “Non-Binding Offer”).

WHEREAS, the Board has reviewed the proposed Non-Binding Offer and deems it to be advisable and in the best interest of [COMPANY] to provide [COMPANY] with the Non-Binding Offer with the intent to fulfill the terms and conditions set forth therein, including the negotiation of other agreements, instruments, and documents as necessary or appropriate in connection therewith (all of the foregoing, collectively with the Non-Binding Offer, the “Transaction Documents”).

NOW, THEREFORE, IT IS HEREBY:

RESOLVED, that the execution, delivery and performance of the Non-Binding Offer and the negotiation of associated Transaction Documents, are hereby authorized, adopted and approved;

RESOLVED FURTHER, that each of [INDIVIDUAL], as Chief Executive Officer or CEO of [COMPANY], [INDIVIDUAL], as President of [COMPANY], and [INDIVIDUAL], as Chief Financial Officer of [COMPANY] (each an “Authorized Officer”) is hereby authorized and directed in the name and on behalf of [COMPANY] to (i)execute and deliver the Non-Binding Offer and negotiate in good faith the associated Transaction Documents on behalf of [COMPANY] as may be desired or required and containing such terms, agreements and conditions as may be acceptable or agreeable to such Authorized Officer, such acceptance and agreement to be conclusively evidenced by such Authorized Officer’s execution and delivery thereof, and(ii) cause [COMPANY] to perform its respective obligations under the such Non-Binding Offerand to take all actions in accordance therewith that such Authorized Officer may deem necessary or advisable as contemplated by the such Non-Binding Offer provided said actions are in the best interests of the Company;