Delaware Corporation Unanimous Written Consent Of The Board In Lieu Of First Meeting

[Company Name]
UNANIMOUS WRITTEN CONSENT IN LIEU OF FIRST MEETING OF
BOARD OF DIRECTORS

[Date]

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

1.      Incorporation

RESOLVED:  To acknowledge that the Company was duly incorporated on [Incorporation Date] by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware.

2.      Election of Officers

RESOLVED:  That the following named individuals be and they hereby are elected officers of this Company, each to hold the office set forth opposite his/her name until a successor is duly chosen and qualified or until such officer sooner dies, resigns, is removed or becomes disqualified:

President:        [President Name]

Treasurer:        [Treasurer Name]

Secretary:        [Secretary Name]

3.      Form of Common Stock Certificate

RESOLVED:  That the form of stock certificate attached hereto as Exhibit A is adopted as the form of certificate for the Common Stock, par value [Stock Par Value] per share, of the Company (“Common Stock”).

4.      Sale of Common Stock

RESOLVED: That the officers are authorized to sell and issue on behalf of the Company Common Stock (the “Shares”) to the individuals or entities listed below (the “Purchasers”) in the amounts specified opposite each name, at a price of [$0.0001 / $0.00001 / $0.000001] per share which the Board determines to be the fair value of such Shares pursuant to a Founder Stock Purchase Agreement a form of which is attached hereto as Exhibit B.

RESOLVED:  That, upon payment of the consideration the Common Stock shall be duly and validly issued, fully paid and non-assessable.

RESOLVED:  To authorize the proper officers of the Company to execute and deliver certificates for the number of shares of Common Stock so subscribed and paid for.

RESOLVED:  That it is desirable and in the best interest of the Company that the sale and issuance of shares of Common Stock, be qualified or registered or exempted from qualification or registration in various states and under federal securities laws; that the officers of the Company be, and each of them acting singly hereby is, authorized and directed, in the name and on behalf of the Company, to determine the states in which appropriate action shall be taken to qualify or register or exempt from qualification or registration all or such number of the securities of the Company as such officers or officer may deem advisable; that such officers or officer hereby are authorized to perform, on behalf of the Company and its name, any and all such acts as any such officers or officer may deem necessary or advisable in order to comply with the applicable federal laws and applicable laws of any such states, and, in connection therewith, to execute and file all requisite papers and documents, including, but not limited to, applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that the execution by any such officer or officers of any such paper or document or the doing by any of them of any act in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and ratification by the Company of the papers and documents so executed and the action so taken.

RESOLVED:  That if the securities or “Blue Sky” laws of any of the states in which the officers or an officer of the Company deem it necessary or advisable to qualify or register or exempt from qualification or registration the sale and issuance of the shares of Common Stock, or to register the Company as a dealer or broker, or any authority administering such laws, require or requires a prescribed form of preamble, resolution or resolutions, or consent to service of process in connection with such sale or issuance, each such preamble, resolution or consent is hereby adopted by the Board and the officers of the Company be, and each of them acting singly hereby is, authorized and directed, in the name and on behalf of the Company, to certify the adoption of such preamble, resolution or consent.

5.      Fiscal Year

RESOLVED:  That the fiscal year of the Company shall be the twelve (12) months ending on December 31.

6.      Qualification to Do Business

RESOLVED:  That the Company be qualified to do business in any jurisdiction that the Board may deem from time to time to be necessary to be so qualified and that the officers of the Company be, and they hereby are, authorized and empowered to execute and file, in the name of and on behalf of the Company, with the Secretary of State of such jurisdictions any and all documents, certificates or the like necessary to effect such qualification of the Company as a foreign Company in such jurisdiction.

7.      Bank Accounts

RESOLVED:  That the officers of the Company be, and each of them acting singly hereby is, authorized and directed, in the name and on behalf of the Company, to open such accounts with such banking institution as the officers deem necessary or appropriate to conduct the business of the Company; that the Company hereby adopts, as though the same were presented herewith, any standard form of resolution required by any banking institution in order for the Company to establish an account with such banking institution; and that the officers of the Company be, and hereby are, authorized to certify the adoption of any such resolution and are directed to record any resolutions so certified in the Company’s minute book.

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.      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.

10.  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.

11.  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

12.  Confidentiality and Invention Assignment

RESOLVED:  That the Company shall enter into an Confidentiality and Invention Assignment Agreement substantially in the form attached to these resolutions as Exhibit D with each of the Company’s present and future directors, officers, employees and consultants.

13.  General

RESOLVED:  To authorize, empower and direct the officers of the Company, and each of them acting singly (i) to execute, seal and deliver in the name of and on behalf of the Company any and all documents, agreements and instruments to effectuate any of the foregoing resolutions, all with such changes therein as any of such officers may deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all filing fees and expenses), or to cause the Company or any other person to take such action as may in the judgment of the officer so acting be necessary or desirable in connection with, or in furtherance of, any of the foregoing resolutions, and the execution and delivery of any such document, agreement or instrument or the taking of any such action shall be conclusive evidence of such officer’s authority hereunder to so act.

RESOLVED:  To ratify, confirm and approve all actions taken by the officers of the Company in connection with any and all of the transactions referred to in or contemplated by any of the foregoing resolutions.

RESOLVED:  To direct that this Consent be filed with the records of meetings of the Directors. 

This Written Consent in Lieu of an Organizational Meeting is EXECUTED as of the date first set forth above.

EXHIBIT A: Form of Common Stock Certificate

EXHIBIT B: Founder Stock Purchase Agreement

EXHIBIT C: Indemnification Agreement

EXHIBIT D: Confidentiality and Invention Assignment Agreement