Shareholder Consent Resolution Form

SHAREHOLDER CONSENT RESOLUTION

This Unanimous Written Consent (this "Consent") of the sole shareholder of Company Name: , a corporation organized under the laws of State of Incorporation: , with principal place of business at , is executed by the undersigned shareholder.

Shareholder Name: ; Shareholder Address: ; shares owned: ; class of shares: ; percentage of outstanding shares: ; effective date:

RECITALS

WHEREAS, the undersigned is the record and beneficial owner of the shares set forth above and is entitled to exercise all voting and other rights pertaining to such shares; and

WHEREAS, the board of directors of the Company has proposed certain corporate actions described herein, and the undersigned desires to adopt and consent to such corporate actions by written consent in lieu of a meeting pursuant to applicable corporate law and the Company's governing documents; and

WHEREAS, the undersigned desires to record and confirm the actions taken and authorizations granted by this written Consent.

NOW, THEREFORE, IT IS RESOLVED

1. Adoption of Resolutions. The undersigned, being the sole shareholder of the Company, hereby adopts the resolutions set forth below as the action of the shareholder by written consent in lieu of a meeting. The undersigned approves, authorizes and directs that the actions described in this Consent be taken.
2. Approved Corporate Actions. The following corporate actions are approved and authorized:
   Select approved actions (check all that apply): Approve amendment to the Articles of Incorporation as described in the attached amendment summary. Approve the proposed merger, consolidation or sale of all or substantially all assets of the Company upon terms approved by the officers. Approve issuance of additional shares or securities and the terms thereof, including any preemptive rights waiver. Elect the following individual(s) to the board of directors: Other (describe):
3. Authorization to Officers. The officers of the Company are authorized and directed to execute and deliver, in the name and on behalf of the Company, all documents, certificates, instruments and filings and to take any and all such actions as such officers deem necessary or advisable to effectuate the intent and purpose of the foregoing resolutions, including the execution of ancillary agreements and the filing of any required notices with governmental authorities.
4. Ratification. All actions taken prior to the date of this Consent by any officer, director or agent of the Company in connection with the matters approved hereby are ratified, confirmed and approved in all respects.
5. Representations and Warranties of Shareholder. The undersigned represents and warrants that (a) the undersigned is the lawful owner of the shares set forth above, free and clear of any liens or encumbrances except as disclosed to the Company in writing, (b) the undersigned has full power and authority to execute this Consent, and (c) this Consent constitutes a valid and binding obligation of the undersigned enforceable in accordance with its terms.

NOTICES

Any notice required or permitted under this Consent shall be in writing and shall be delivered to the parties at the addresses set forth below or at such other address as a party shall designate by written notice to the other party.

MISCELLANEOUS

Governing Law: This Consent shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to conflict of laws principles.

Entire Agreement: This Consent, together with any exhibits attached hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

Severability: If any provision of this Consent is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate as nearly as possible the intent of the parties.

Amendments; Waiver: Any amendment or waiver of any provision of this Consent must be in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

Counterparts: This Consent may be executed in counterparts (including by facsimile or electronic image), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATION

The undersigned hereby certifies that the undersigned has reviewed and understands the foregoing Consent, that the undersigned is authorized to execute this Consent on behalf of the shareholder identified above, and that the signatures below are the true and voluntary act of the undersigned.

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