Fill and Sign the 012 Action by Written Consent of Board of Directors Upon Incorporation Form

23.01[2] Action by Written Consent of Board of Directors (Upon Incorporation) The following board consent appoints officers and authorizes various other post- incorporation matters. ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [COMPANY NAME] The undersigned, being all of the members of the Board of Directors of [Company Name], a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, hereby adopt by this written consent the following resolutions with the same force and effect as if they had been unanimously adopted at a duly convened meeting of the Board of Directors and direct that this written consent be filed with the minutes of the proceedings of the Board of Directors:RESOLVED, that the actions of the sole incorporator of the Company as evidenced by the written instrument attached hereto be, and hereby are, approved, ratified and confirmed in all respects. RESOLVED FURTHER, that the Bylaws in the form adopted by the sole incorporator of the Company be, and hereby are, approved and adopted in all respects as and for the Bylaws of this Company. RESOLVED FURTHER, that the following persons be, and hereby are, elected to the offices of the Company set forth opposite their respective names below, to serve in accordance with the Bylaws of the Company and at the discretion of the Board: Name Title [Name] President [Name] Vice President [Name] Secretary [Name] Treasurer RESOLVED FURTHER, that the proposed corporate seal, an impression of which is affixed to this page in the margin opposite this resolution, be, and hereby is, adopted as and for the corporate seal of the Company. RESOLVED FURTHER, that the Secretary of the Company be, and hereby is, authorized and directed to procure all corporate books, books of account and stockholder records required by the statutes of the State of Delaware or necessary or appropriate in connection with the business of the Company. RESOLVED FURTHER, that the Treasurer of the Company be, and hereby is, authorized to pay all charges and expenses incident to or arising out of the organization of the Company and to reimburse any person who has made any disbursements therefor. RESOLVED FURTHER, that [Name of Depositories] be, and hereby are, designated as depositories of the funds of this Company, and that the proper officers of this Company are hereby authorized and directed to open checking and other depository accounts with said banking institutions. RESOLVED FURTHER, that each officer of the Company is authorized to, and the single signature of any individual officer shall be sufficient to, sign and issue checks and make any other withdrawals and payments from any and all bank and depository accounts of the Company. RESOLVED FURTHER, that the form of certificate for fully paid and nonassessable shares of Common Stock of the Company attached hereto be, and hereby is, adopted as the certificate to represent fully paid and nonassessable shares of Common Stock and that a specimen of such certificate be annexed to this written consent. RESOLVED FURTHER, that whereas this Board of Directors wishes to offer for sale and issue shares of the Common Stock of the Company authorized by its Certificate of Incorporation, the proper officers of the Company be, and hereby are, authorized and directed to offer for sale and to sell and issue [Number of Shares to Be Issued]) shares of the Common Stock of the Company, par value $[__________] per share, at $[__________] per share. RESOLVED FURTHER, that the offer of [Name of Stock Subscriber] (the "Stock Subscriber") to purchase [Number of Shares to Be Issued] shares of the Common Stock of the Company, par value $[__________] per share, at a purchase price of $[__________] per share, be, and hereby is, accepted; and that upon receipt of payment for such shares, the proper officers of the Company be, and hereby are, authorized and directed to issue to Stock Subscriber a certificate or certificates representing [Number of Shares to Be Issued] paid and nonassessable shares of Common Stock of the Company. RESOLVED FURTHER, that the officers of the Company be, and hereby are, authorized and directed to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further instruments and documents in the name and on behalf of the Company and to incur all such fees and expenses as in their judgment shall be necessary or advisable in order to carry out fully the intent and each purpose of the foregoing resolutions. RESOLVED FURTHER, that all actions heretofore taken by any officer of the Company in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, approved, ratified and confirmed in all respects. IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of [Company Name], have executed this written consent as of this [Date] day of [Month], [Year]. ____________________ [Director Name]Director ____________________ [Director Name]Director ____________________ [Director Name]Director