A resolution signed by all directors is as valid as if the resolution had been passed at a meeting. A written resolution must be signed by all directors. By signing written resolutions directors forgo their ability to discuss matters. A template for written resolutions in lieu of a meeting is attached below.

CONSENT RESOLUTIONS OF THE DIRECTORS OF  • (the “Company”)

The undersigned, being all the directors of the Company, hereby consent to and adopt in writing the following resolutions:

WHEREAS:

A.

B.

etc.

BE IT RESOLVED THAT:

1.

2.

etc.

COUNTERPART EXECUTION

              BE IT RESOLVED THAT these resolutions may be signed by the  Directors in  as many counterparts as may be  necessary, each of which is  signed shall be deemed to be an  original and such counterparts together shall constitute one and the same  instrument  and notwithstanding the date of execution shall be deemed to bear the  date as  set forth below.  Executed copies of these resolutions may be delivered by electronic transmission and it shall not be necessary to confirm execution by delivery of the originally executed documents.

DATED effective as of the __ day of ___________, 20__.