Board Consent in Lieu of Organizational Meeting (Sole Director) (Delaware)

ACTION BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
[COMPANY]

The undersigned, constituting the sole member of the Board of Directors of [Company] (the “Board”), a Delaware corporation (the “Company”), pursuant to Section 141(f) of the Delaware General Corporation Law, hereby takes the following actions and adopts the following resolutions by written consent without a meeting, effective for all purposes as of the date first written above:

Whereas, on [DATE] (the “Incorporation Date”), the incorporator of the Company filed the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (“Certificate of Incorporation”);

WHEREAS, the incorporator of the Company has duly elected directors to the Board; and

NOW, THEREFORE, BE IT RESOLVED, that all of the actions of the incorporator of the Company that were taken on behalf of the Company be, and they hereby are, ratified, confirmed, approved and adopted as actions of the Company, including but not limited to filing the Certificate of Incorporation and the election of directors to the Board.