Stockholder Approval of Stock Plan

The Stock Plan will also need the approval of the Company's Stockholders.

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ACTION BY WRITTEN CONSENT

OF THE STOCKHOLDERS OF

COMPANY NAME

Pursuant to Section 228 of the Delaware General Corporation Law and the Bylaws of Company Name, a Delaware corporation (the “Company”), the undersigned stockholders of the Company hereby take the following actions and adopt the following resolutions by written consent. This written consent will be filed in the minute book of this Company and shall be effective as of the date first written above: 

  1. Adoption of Stock Plan Name 

    RESOLVED: That the Stock Plan Name (the “Plan”), in substantially the form attached hereto as Exhibit A, is hereby adopted and approved and __________ shares of the Company’s Common Stock are hereby reserved for issuance thereunder. 
     
  2. Omnibus Resolution

    RESOLVED: That each of the officers of the Company is authorized and directed, on behalf of the Company, to execute and deliver any agreement, documents or instrument pursuant to or necessary to be delivered in connection with the Plan, with such modifications or amendments thereto as may be approved by the officer or officers executing and delivering the same, such approval to be conclusively evidenced by the execution and delivery thereof. 

This Action by Written Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

STOCKHOLDER NAME

Orrick

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