Action by Written Consent of the Shareholders for a Venture Capital Financing

ACTION BY WRITTEN CONSENT OF THE SHAREHOLDERS OF
[COMPANY NAME]

In accordance with applicable law and the Bylaws of [company name], a [state of incorporation] corporation (the "Corporation"), the undersigned shareholders of the Corporation hereby adopts the following resolutions by written consent, effective for all purposes as of the date first set forth below:

Amendment and Restatement of Articles of Incorporation

WHEREAS, it is deemed to be advisable and in the best interests of the Corporation and its shareholder that the Corporation’s Articles of Incorporation be amended and restated in order to: (i) authorize series of Preferred Stock designated as Series A Preferred Stock, consisting of ________ authorized shares; (ii) set forth the rights, preferences and privileges of such Preferred Stock; and (iii) make certain other changes.

NOW, THEREFORE, BE IT RESOLVED, that the proposed amendments to the Articles of Incorporation of the Corporation set forth above are hereby authorized and approved and that the officers of the Corporation be, and each of them hereby is, authorized and empowered to execute all such instruments, documents and certificates and to take such other actions as they may deem necessary, advisable or proper to amend and restate the Articles of Incorporation of the Corporation as set forth herein.

Issuance and Sale of Series A Preferred Stock

WHEREAS, it is deemed to be advisable and in the best interests of the Corporation and its shareholder that the Corporation enter into a Series A Preferred Stock Purchase Agreement by and between the Corporation, and the Purchasers listed on Exhibit A thereto...