ACTION OF SOLE ORGANIZER OF __________, INC.

a Delaware corporation _______________________________ Effective as of _________ __, 2010 The undersigned, being the Sole Organizer of __________, Inc., a Delaware corporation (the "Corporation"), and acting in accordance with the Delaware General Corporate Law, consents to the adoption of the following votes: NOW, THEREFORE, IT IS HEREBY RESOLVED, that, the number of initial directors of the Corporation is fixed at two (2), and that the following persons are elected as directors of the Corporation, to hold office in accordance with the By-laws of the Corporation: xxx xxx IT IS HEREBY FURTHER RESOLVED, that, the Board of Directors of the Corporation is authorized to issue the whole or any part of the authorized capital stock of this Corporation at such times, upon such conditions, to such persons and for such consideration as the Board of Directors shall from time to time determine, provided always that such issuance shall be consistent with the provisions of law, the Certificate of Incorporation, and the By-laws of the Corporation. EXECUTED as of the date first above stated.

__________, Sole Organizer