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OHS East:160454226.2
 ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

[COMPANY NAME]

In accordance with Section 141(f) of the General Corporation Law of Delaware and the
Bylaws of [Company Name], a Delaware corporation (the “Company”), the undersigned,
constituting all of the directors of the Company, hereby take the following actions and adopt the
following resolutions by unanimous written consent without a meeting:

1. Incorporator

RESOLVED: That the Incorporator of the Company is hereby discharged from any
further liabilities or duties with respect to the Company and the Company further agrees
to indemnify and hold harmless the Incorporator from any liability incurred in the past or
the future with respect to organizing the Company.

2. Certificate of Incorporation

RESOLVED: That a copy of the Certificate of Incorporation of the Company, as filed

with the Secretary of State of Delaware on [Date] and bearing the file stamp and
certification of the Secretary of State of Delaware, shall be inserted in the Minute Book
of the Company.

3. Minute Book [and Corporate Seal]

RESOLVED: That the Company shall maintain as part of its corporate records a book
entitled “Minute Book” which shall include, but not be limited to, (i) a record of its
Certificate of Incorporation and amendments thereto, (ii) its Bylaws and amendments
thereto, and (iii) minutes of all meetings of its directors and of its stockholders with the
time and place of holding, whether regular or special (and if special how authorized), the
notice thereof given, the number of shares present or represented at stockholders’
meetings, and the proceedings of the meetings.

[RESOLVED FURTHER: That a corporate seal consisting of two concentric circles

containing the words “[Company Name]” and “Delaware” in the outer circle, and in the
inner circle the word “Incorporated” together with the date of incorporation of the
Company, is adopted as the corporate seal of the Company.]

4. Election of Officers

RESOLVED: That the following persons are elected as officers of the Company to the
offices set forth opposite their respective names, to serve at the pleasure of the Board of
Directors:

Name Title
 Name Title

[Officer 1] [Title]

[Officer 2] [Title]

[Officer 3] [Title]

5. Officers

RESOLVED: That the President, the Chief Executive Officer, the Chief Financial
Officer, or any Vice President is authorized to sign and deliver any agreement in the
name of the Company and to otherwise obligate the Company in any respect relating to
matters of the business of the Company, and to delegate such authority in his or her
discretion, within budgets approved by the Board of Directors of the Company.

6. Stock Certificate

RESOLVED: That the stock certificate representing the Common Stock of the
Company shall be in the form of the stock certificate attached hereto as Exhibit A, with
such appropriate information entered thereon as to the capitalization of the Company at
the time of issuance and otherwise as may be required by the General Corporation Law of
Delaware.

7. Issuance of Common Stock

RESOLVED: That the officers are authorized to sell and issue on behalf of the
Company a total of 0 shares of Common Stock (the “Shares”) to the individuals or
entities listed below (the “Purchasers”) in the amounts specified opposite each name, at a
price of $__________ per share for a total purchase price of $__________ which the
Board of Directors determines to be the fair value of such Shares, in exchange for cash,
cancellation of indebtedness (including organizational costs incurred by the purchasers
prior to the incorporation of the Company), promissory note, assets or any combination
of the foregoing [Include for DE corp: (provided that each Purchaser shall pay in cash,
personal property or cancellation of indebtedness at least the aggregate par value
represented by such Purchaser’s shares)], pursuant to a Stock Purchase Agreement in
substantially the form attached hereto as Exhibit B (such Shares shall be subject to the
vesting provisions described in such Stock Purchase Agreement, if any):

Purchaser Name State of Residence Number of Shares

[Purchaser Name] __ __________

[RESOLVED FURTHER: The consideration paid by certain Purchasers for such

shares shall include the assets described in the Assignment of Technology Agreement,
Patent Assignment, Bill of Sale and Services Rendered attached to such Purchaser’s

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 Common Stock Purchase Agreement with the Company dated on or about the date
hereof, and the Board of Directors hereby determines that the value of the assets
transferred by each such Purchaser is as follows:]

Purchaser Name Value of Assets

[Purchaser Name] __________

RESOLVED FURTHER: That the stock sales authorized in the above resolution shall
be conducted in such a manner as to qualify for the exemption from the state
requirements regarding registration of the sale of securities, as provided in [State
Securities Law Reference], as well as such other securities laws as may be applicable to
Purchasers residing outside of __________, if any.

RESOLVED FURTHER: That the Board of Directors has determined that each of the
Purchasers has either a pre-existing personal or business relationship with the Company,
its officers or directors, or sufficient business or financial experience so that the Company
can reasonably assume that such Purchaser has the capacity to protect his own interests in
connection with the proposed sale of the Shares.

RESOLVED FURTHER: That each Purchaser shall represent that such Purchaser is
purchasing for his own account, and not with a view to or for sale in connection with, any
distribution of the Shares.

RESOLVED FURTHER: That the offer and sale of the Shares will not be accompanied
by the publication of any advertisement.

RESOLVED FURTHER: That the officers of the Company, in consultation with legal
counsel, are authorized and directed to execute and file a form of notification advising the
[State Securities Law Authority] of the issuance of the Shares pursuant to [State
Securities Law Reference].

RESOLVED FURTHER: That, upon receipt of consideration and an executed stock

purchase agreement, the Company is authorized and directed to issue share certificates
representing the Shares.

8. Employer Identification Number

RESOLVED: That the proper officers of the Company are directed to apply to the IRS
District Director for an employer’s identification number on Form SS-4.

9. Accountants

RESOLVED: That a duly certified public accounting firm to be chosen by the President
shall be retained as independent auditors for the Company to set up, prepare, and
maintain the financial records of the Company, and to prepare such financial statements

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 and tax returns as may be required of the Company or requested by its officers and
directors from time to time.

10. Fiscal Year

RESOLVED: That the fiscal year of the Company shall end on [December 31] of each
year.

11. Incorporation Expenses

RESOLVED: That the proper officers are authorized and directed to pay the expenses
of incorporation and organization of the Company and the expenses incurred in the
formation of the Company.

RESOLVED FURTHER: That the Company elects to treat its organizational expenses,
as that term is defined by Section 248 of the Internal Revenue Code of 1986, as amended,
as deferred expenses to be deducted ratably over a period of sixty (60) months beginning
with the month in which the Company begins business; and that the officers are
authorized and directed to take such action as necessary to effectuate this election.

12. Withholding Taxes

RESOLVED: That the Chief Financial Officer is authorized and directed to consult with
the bookkeeper, auditors and attorneys of the Company in order to be fully informed as
to, and to collect and pay promptly when due, all withholding taxes for which the
Company may now be (or hereafter become) liable.

13. Qualification to Do Business

RESOLVED: That the officers of the Company are authorized to take any and all steps
that they deem to be necessary to qualify the Company to do business as a foreign
corporation in each state that the officers determine such qualification to be necessary or
appropriate.

14. Indemnification

RESOLVED: That the Company shall enter into an Indemnification Agreement

substantially in the form attached to these resolutions as Exhibit C with each of the
Company’s present and future directors and officers.

15. Management of Fiscal Affairs

RESOLVED: That ____________________ (or such other bank as the officers of the
Company shall, in their discretion, select) is selected and designated as a depository of
funds of the Company, and that the proper officers are authorized to open and maintain,
in the name of the Company, a checking, savings, safe deposit, payroll or other account
or accounts with said depository.

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 RESOLVED FURTHER: That the standard form of corporate banking resolutions, as
required by said bank, necessary to accomplish the foregoing resolution[, in the form
attached hereto as Exhibit D and showing the persons authorized to draw on such
account,] are approved and adopted as the resolutions of this Board of Directors, and the
officers are authorized to execute, certify, and deliver a copy thereof to said bank as the
resolutions of this Company.

16. Omnibus Resolution

RESOLVED: That each of the officers of the Company is authorized and empowered to
take such other actions and sign such other documents as may be necessary or advisable
to carry out the intent and accomplish the purposes of the foregoing resolutions.

[Signature Page Follows]

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 This action may be signed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.

Dated: _________________ __________________________________________

[Director 1]

Dated: _________________ __________________________________________

[Director 2]

Dated: _________________ __________________________________________

[Director 3]

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 EXHIBIT A

FORM OF STOCK CERTIFICATE

 EXHIBIT B

FORM OF STOCK PURCHASE AGREEMENT

 EXHIBIT C

FORM OF INDEMNIFICATION AGREEMENT

 [EXHIBIT D

BANKING RESOLUTIONS]