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  1. (No Heading)
    1. Incorporator
    2. Minute Book
    3. Minutes
    4. Election of Officers
    5. Chief Executive Authority
    6. Uncertificated Stock
    7. Sale and Issuance of Stock
    8. Securities Compliance
    9. Employer Identification Number
    10. Fiscal Year
    11. Incorporation Expenses
    12. Withholding Tax
    13. Qualifications to Do Business
    14. Indemnification Agreements
    15. Management of Fiscal Affairs
      1. Accounts
      2. Standard Resolutions
    16. Ratification
    17. Omnibus Resolution
  2. (No Heading)
    1. Stock Sale Table
  3. Forms of Stock Purchase Agreement
  4. Form of Indemnification Agreement

The undersigned directors of , a Delaware corporation (the Company), all the member of the Company's board of directors (the Board), take the following actions and adopt the following resolutions by unanimous written consent under section 141(f) of the Delaware General Corporation Law and the bylaws of the Company.


The Board ratifies every action taken or authorized regarding the Company by its incorporator (the Incorporator). The Board discharges the Incorporator from any further liability or duties regarding the Company. The Company will indemnify and hold the Incorporator harmless from any liability incurred in the past or the future related to organizing the Company.

Minute Book

The Company will maintain a physical or electronic book entitled "Minute Book" as part of its corporate records (the Minute Book). The Minute Book will include at least the Company's certificate of incorporation and all amendments, the Company's bylaws and all amendments, and minutes of all Board meetings and stockholder meetings (Minutes).


Minutes for each meeting will include at least the time and place of the meeting; whether the meeting was a regular or special meeting; if a special meeting, how the meeting was authorized; a copy of the notice of the meeting given; the number of shares present or represented; and the proceedings of the meeting.

Election of Officers

The following people are elected officers of the Company: . Officers of the Company (Officers) will serve at the pleasure of the Board.

Chief Executive Authority

The Chief Executive Officer is authorized to obligate the Company in any respect relating to matters of the business of the Company, including by entering agreements in the name of the Company, within budgets approved by the Board. The Chief Executive Officer may delegate that authority in their discretion.

Uncertificated Stock

If the Officers, in consultation with legal counsel, decide that it is advisable and in the best interests of the Company, the Company may issue certificated shares for some or all of any or all classes or series of its stock. Otherwise, the shares of the Company will be uncertificated.

The Officers are authorized and directed to send written notices to record owners of shares of uncertificated stock, on their request, per the Delaware General Corporation Law. Those notices will be in substantially the form provided to the Board, with whatever changes the Officers, in consultation with legal counsel, decide are necessary or advisable.

Sale and Issuance of Stock

The Officers are authorized to sell and issue shares of the Company's common stock (Shares) on behalf of the Company, as described in Stock Sale Table (the Stock Sale Table). The Officers will make each such sale (a Sale) for the number Shares, to the purchaser, for the price, and on the vesting terms listed on the Stock Sale Table, by entering into a stock purchase agreement in the corresponding form attached as Forms of Stock Purchase Agreement.

The Company is authorized and directed to issue the Shares on receipt of a fully signed stock purchase agreement, as well as all the legal "consideration" to be given in exchange for the Shares under that agreement.

The Board determines that the purchase price per share described in the Stock Sale Table is the fair value of the Shares on the date of this action, and that the value of the legal "consideration" given in exchange for Shares in each Sale equals the fair value of those Shares.

Securities Compliance

It is desirable and in the best interest of the Company that its securities be qualified or registered for sale in various states.

The President or any Vice President and the Secretary or any Assistant Secretary (the Securities Compliance Officers) are authorized to determine the states in which the Company will qualify or register for sale all or any part of the Company's securities. The Securities Compliance Officers are authorized to take whatever action on behalf of the Company they decide is necessary or desirable to comply with the laws of those states. In connection with that compliance, the Securities Compliance Officers may sign and file all necessary papers and documents, like applications, reports, surety bonds, irrevocable consents, and appointments of agents for service of process. The Securities Compliance Officers' action or signature in connection with that compliance will conclusively establish their authority from the Company, as well as approval and ratification by the Company, of the documents they sign and the actions they take.

Every Sale will be made to qualify for the exemption from state requirements regarding registration of the sale of securities.

The Officers and their designees or agents are authorized and directed to:

sign and file a form of notification advising the of the issuance of the Shares per ; and

irrevocably appoint the California Commissioner of Business Oversight agent for service of process for the Company in connection with every Sale.

Employer Identification Number

The Officers are authorized and directed to apply for an employer identification number using IRS Form SS-4, unless the incorporator of the Company has already applied.

Fiscal Year

The fiscal year of the Company will end on December 31 of each year.

Incorporation Expenses

The Officers are authorized and directed to pay the expenses of incorporation and organization of the Company, as well as the expenses incurred forming the Company.

The Company elects to deduct currently its organizational expenses, as that term is defined by section 248 of the Internal Revenue Code of 1986 (the Tax Code), to the maximum extent provided in section 248 of the Tax Code, and to amortize the balance of its organizational expenses over a period of one hundred 180 months beginning with the month in which the Company begins business. The Officers are authorized and directed to take action to make this election.

Withholding Tax

The Officers are authorized and directed to consult with the bookkeeper, auditors, and attorneys of the Company to become fully informed about, collect, and promptly pay, all withholding tax for which the Company is now or becomes liable.

Qualifications to Do Business

The Officers of the Company are authorized to take any steps they decide are necessary to qualify the Company to do business as a foreign corporation in each state the Officers think necessary or appropriate.

Indemnification Agreements

The Company will enter into an indemnification agreement substantially in the form attached as Form of Indemnification Agreement with each of the Company's present and future directors and officers.

Management of Fiscal Affairs


At their discretion, the Officers are authorized and directed to select and designate one or more banks or other financial institutions as depositories of funds of the Company, and to open and maintain checking, savings, safe deposit, payroll, and other accounts in the name of the Company with those depositories.

Standard Resolutions

The Board approves and adopts as its own resolutions any standard form of corporate banking or financial resolutions necessary to accomplish Accounts, so long as they show the people authorized to draw on accounts. The Officers are authorized to sign, certify, and deliver copies of those resolutions to the financial institutions as the resolutions of the Company.


The Board approves, adopts, ratifies, and confirms all actions taken before the date of this action by the incorporator, officers, and directors with respect to all matters addressed by these resolutions and the transactions contemplated by these resolutions.

Omnibus Resolution

Each of the Officers is authorized and empowered to:

solicit appropriate consents or waivers from stockholders and take all other actions necessary or advisable to carry out the intent and accomplish the purposes of these resolutions;

sign and deliver all documents necessary or advisable to carry out the intent and accomplish the purposes of these resolutions; and

effect any transactions contemplated by these resolutions.

Any of those actions will be conclusive evidence of the approval of the Board of those documents and all matters relating to those documents.

Stock Sale Table

Forms of Stock Purchase Agreement

See attached.

Form of Indemnification Agreement

See attached.