Incorporator Meeting Action

INCORPORATOR MEETING ACTION

Corporation Name:

WHEREAS

WHEREAS, the incorporators of the corporation named above have caused Articles of Incorporation to be duly executed and filed in the jurisdiction of incorporation on ;

WHEREAS, it is desirable and in the best interest of the corporation that the incorporators take and ratify all actions necessary to organize the corporation, adopt initial governing documents, appoint initial directors and officers, and authorize the issuance of shares as described below;

WHEREAS, the incorporators desire to record the unanimous written action in lieu of an initial meeting pursuant to the applicable corporate statutes and the corporation's Articles of Incorporation.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED that the incorporators, by unanimous written action, adopt the following resolutions:

1. Adoption of Bylaws

The form of Bylaws presented to the incorporators is hereby adopted as the Bylaws of the corporation in the form presented and approved. By adopting the Bylaws, the incorporators authorize the initial directors to take all actions necessary to effectuate the Bylaws.

2. Election of Initial Directors

The following persons are elected as the initial directors of the corporation to hold office until the first annual meeting of shareholders or until their successors are duly elected and qualified:

3. Appointment of Initial Officers

The incorporators appoint the following individuals as the initial officers of the corporation to serve at the pleasure of the Board of Directors until their successors are appointed:

4. Authorized Shares and Issuance

The Articles of Incorporation authorize shares, with a par value of per share. The incorporators authorize issuance of initial shares as follows:

5. Registered Agent and Office

6. Bank Accounts and Authority

The corporation is authorized to open bank accounts and to enter into banking relationships. The following persons are authorized signatories for corporate accounts and to take any actions necessary to open accounts and negotiate banking agreements on behalf of the corporation:

Scope of Corporate Activities

Initial Capital Contributions — Payment Terms

The incorporators approve the schedule and terms for initial capital contributions as follows:

Term and Termination

The corporate existence shall commence on the date the Articles of Incorporation become effective and shall continue perpetually unless dissolved pursuant to law or by a duly authorized resolution of the Board of Directors and shareholders.

Confidentiality

Each incorporator, director and officer shall hold in confidence and not disclose any confidential information concerning the corporation, its business affairs, proprietary information, trade secrets and investor information, except as required by law or with prior written consent of the Board of Directors. Confidential information may be disclosed to professional advisors on a need-to-know basis provided such advisors agree to confidentiality terms no less protective than those set forth herein.

Governing Law

This action and any disputes arising out of or relating to these resolutions shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement; Amendment

These written actions constitute the entire record of the incorporators' unanimous actions and supersede all prior oral and written statements with respect to the matters herein. These actions may be amended or rescinded by subsequent written action of the incorporators or by the Board of Directors consistent with applicable law and the corporation's governing documents.

Certification

The undersigned incorporators hereby certify that the foregoing resolutions were adopted by unanimous written consent in lieu of an organizational meeting pursuant to applicable law and that the actions described above are authorized and shall be effective immediately.

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