ACTION BY WRITTEN CONSENT OF
SOLE INCORPORATOR OF
[[Company Name]]

[[Action by Written Consent Date]]

The undersigned, being the sole incorporator of [[Company Name]], a Delaware corporation (the "Corporation"), effective as of this date, pursuant to Sections 106, 107, and 108 of the Delaware General Corporation Law, hereby adopts the following resolutions:

Adoption of Certificate of Incorporation

RESOLVED, the Certificate of Incorporation attached hereto as Exhibit A is hereby adopted as the Certificate of Incorporation for the Corporation and shall be filed with the Delaware Secretary of State.

Election and Appointment of Board of Directors

RESOLVED, that the the Board of Directors of the Corporation shall be comprised of () .

RESOLVED FURTHER, that, the following hereby elected and appointed as the directors of the Corporation, to serve as a director until such director’s successor has been duly elected and qualified, or until such director’s death, resignation, or removal:

[[Please provide the name of the director or directors of the Corporation]]

Resignation of Sole Incorporator

RESOLVED, that the undersigned has taken all actions necessary and appropriate in connection with the incorporation of the Corporation, and hereby resigns as the Sole Incorporator of the Corporation.

The undersigned has executed this Action by Written Consent of the Sole Incorporator of the Corporation as of the date first written above.

{{signature of Sole Incorporator Email}}

__________________________
[[Sole Incorporator Name]]
Sole Incorporator

EXHIBIT A

CERTIFICATE OF INCORPORATION
OF
[[Company Name]]