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  1. Adoption of Bylaws
  2. Board of Directors
  3. Record

The undersigned, sole incorporator of , a Delaware corporation (the Company), adopts the following resolutions under Section 108 of the Delaware General Corporation Law with respect to the initial organization of the corporation:

Adoption of Bylaws

The attached bylaws are adopted as the bylaws of the Company (the Bylaws).

The Secretary of the Company is authorized and directed to sign a certificate of adoption of the Bylaws and insert it in the Company's minute book.

The officers of the Company are ordered to maintain a copy of the Bylaws at the principal office of the Company for the transaction of its business, open for inspection by the stockholders at all reasonable times during business hours.

Board of Directors

The following individuals are elected as directors of the Company, to serve as directors until their successors are elected and qualified: .


The Secretary of the Company is ordered to file a copy of this action of incorporator in the minute book of the Company.