1. To designate one or more banks or similar financial institutions as depositories of the funds of the Company;

2. To open, maintain, and close general and special accounts with any such depositories;

3. To cause to be deposited, from time to time, in such accounts with any such depository, such funds of the Company as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers or agent or agents of the Company authorized to make such deposits, and to endorse checks, drafts, and other instruments for deposit;

4. To designate, change, or revoke the designation, from time to time, of the officer or officers or agent or agents of the Company authorized to sign or countersign checks, drafts, or other orders for the payment of money issued in the name of the Company against any funds deposited in any of such accounts;

5. To authorize the use of facsimile signatures for the signing or countersigning of checks, drafts, or other orders for the payment of money, and to enter into such agreements as banks and similar financial institutions customarily require as a condition for permitting the use of facsimile signatures; and

6. To make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable, and to complete, execute, and certify any customary printed blank signature card forms in order to exercise conveniently the authority granted by this resolution and any resolutions printed on such cards are deemed adopted as a part of this resolution.

RESOLVED FURTHER, that all form resolutions required by any such depository are adopted in such form used by such depository, and that the Secretary is (a) authorized to certify such resolutions as having been adopted by this Unanimous Written Consent and (b) directed to insert a copy of any such form resolutions in the Minute Book immediately following this Unanimous Written Consent; and

RESOLVED FURTHER, that any such depository to which a certified copy of these resolutions has been delivered by the Secretary of the Company is authorized, and entitled to rely upon, such resolutions for all purposes until it shall have received written notice of the revocation or amendment of these resolutions adopted by the Board of Directors of the Company.

FISCAL YEAR

RESOLVED, that the fiscal year of the Company shall end on the 31st day of the month of December of each year.

PRINCIPAL OFFICE

RESOLVED, that the principal executive office of the Company shall be:

[[Principal Office Address]]

MANAGEMENT POWERS

RESOLVED, that the officers of the Company are authorized to sign and execute in the name and on behalf of the Company all applications, contracts, leases, and other deeds and documents or instruments in writing of whatsoever nature that may be required in the ordinary course of business of the Company and that may be necessary to secure for operation of the corporate affairs, governmental permits, and licenses for, and incidental to, the lawful operations of the business of the Company, and to do such acts and things as such officers deem necessary or advisable to fulfill such legal requirements as are applicable to the Company and its business.

STOCK CERTIFICATES

RESOLVED, that the stock certificates representing Common Stock of the Company be in substantially the form of Stock Certificate as determined by the Secretary of the Company; that each such Certificate shall bear the name of the Company, the number of shares represented thereby, the name of the owner of such shares, and the date such shares were issued; and

RESOLVED FURTHER, that such Stock Certificates shall be consecutively numbered beginning with No. 1; shall be issued only when the signature of the President and Secretary, or other such officers as provided in Section 158 of the Delaware General Corporation Law, are affixed thereto; and that such Certificates may also bear other wording related to the ownership, issuance, and transferability of the shares represented thereby.

SALE OF COMMON STOCK

RESOLVED, that the officers of the Company are authorized and directed, for and on behalf of the Company, to sell and issue an aggregate of [[Issued Shares]] shares of its Common Stock for the aggregate purchase price set forth below, payable in cash, or by any other form of consideration permitted by applicable law, as follows:

RESOLVED FURTHER, that the Board of Directors of the Company determines, after due consideration of all relevant factors, that the per share purchase price is equal to or in excess of the fair market value of the Company’s Common Stock as of the date of this consent;

RESOLVED FURTHER, that the form of Restricted Stock Purchase Agreement attached as Exhibit B is adopted, ratified, and approved;

RESOLVED FURTHER, that the sale and issuance of Common Stock to each of the abovenamed individuals or entities shall be conditioned upon the receipt by the Company of (a) the purchase price for said stock and (b) an executed Restricted Stock Purchase Agreement, including executed copies of any and all documents attached to the Restricted Stock Purchase Agreement as exhibits, substantially in the form attached as Exhibit B; provided, however, that the President of the Company is authorized and directed to amend, alter, or revise the form of Restricted Stock Purchase Agreement as the President, in the President’s sole discretion, deems necessary or appropriate to accurately reflect the terms of the contemplated sale of Common Stock to each individual purchaser;

RESOLVED FURTHER, that the shares of Common Stock authorized to be sold and issued by the Company shall be offered and sold in accordance with the terms of the applicable state and federal securities laws;

RESOLVED FURTHER, that the President and Secretary of the Company are authorized and directed, for and on behalf of the Company, to execute a form of notice of such issuance and to cause such notice, when duly executed, to be filed with the applicable government agencies or any other required filings;

RESOLVED FURTHER, that the shares of Common Stock authorized to be sold and issued by the Company shall be offered and sold in accordance with the terms of the exemption from registration provided by Rule 701 promulgated under the Securities Act of 1933, as amended or Section 4(a)(2) of the Securities Act of 1933, as amended or Rule 506 of the Securities Act of 1933, as amended; and

RESOLVED FURTHER, that the officers of the Company are authorized and directed, for and on behalf of the Company, to take such further action and execute such additional documents as each may deem necessary or appropriate to carry out the purposes of the above resolutions.

RATIFICATION AND DISCHARGE

RESOLVED, that all prior acts done on behalf of the Company by the sole incorporator or his or her agents are ratified and approved as acts of the Company; and

RESOLVED FURTHER, that the sole incorporator or the sole incorporator’s agents be, and the same hereby are, discharged from any further liabilities or duties with respect to the Company and the Company further agrees to indemnify and hold harmless the sole incorporator or the sole incorporator’s agents from any liability incurred in the past or the future with respect to organizing the Company.

INCORPORATION EXPENSES

RESOLVED, that the officers of the Company are authorized and directed to pay the expenses of the incorporation and organization of the Company.

ADDITIONAL FILINGS

RESOLVED, that the appropriate officers of the Company are authorized and directed, for and on behalf of the Company, to make such filings and applications, to execute and deliver such documents and instruments, and to do such acts and things as such officer deems necessary or advisable in order to obtain such licenses, authorizations, and permits as are necessary or desirable for the Company’s business, and to fulfill such legal requirements as are applicable to the Company and its business and to complete the organization of the Company.

This Action may be signed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one instrument. This Action shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

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