Free Series AA Board Consent - All States

[COMPANY NAME]

Action By Unanimous Written Consent

of the Board of Directors

In accordance with Sections 108(c) and 141(f) of the Delaware General
Corporation Law and the Bylaws of [Company name], a Delaware corporation
(the ``Company''), the undersigned, constituting all of the members of
the Company's Board of Directors (the ``Board''), hereby adopt the
following resolutions effective as of the last date of execution set
forth below:

Authorization of Amended and Restated Certificate of Incorporation

WHEREAS, the Board deems it advisable, and in the best interests of the
Company, to amend and restate the Certificate of Incorporation of the
Company in its entirety in connection with a Series AA Preferred Stock
financing.

NOW, THEREFORE, BE IT RESOLVED: That the Company amend and restate its
Certificate of Incorporation to (i) increase the authorized number of
shares of Common Stock from [________] shares to [_______] shares, (ii)
create a new class of stock, designated Preferred Stock, consisting of
[_______] shares, which are all to be designated Series AA Preferred
Stock, (iiii) establish the rights, preferences, privileges and
restrictions of the Common Stock and the Series AA Preferred Stock and
(iv) make certain other changes.

RESOLVED FURTHER: That the Company's Amended and Restated Certificate
of Incorporation, in the form attached hereto as Exhibit A (the
``Restated Certificate''), is hereby approved, adopted and confirmed.

RESOLVED FURTHER: That the proper officers of the Company are, and each
hereby is, authorized and directed (i) to seek stockholder approval of
the Restated Certificate, and once the requisite stockholder approval
has been obtained, (ii) to execute, verify and file with the Delaware
Secretary of State such Restated Certificate.

RESOLVED FURTHER: That the proper officers of the Company are, and each
hereby is, authorized and empowered to take such other actions and sign
such other documents as may be necessary or advisable to carry out the
purposes of the foregoing resolutions.

Authorization of Sale and Issuance of Series AA Preferred Stock

WHEREAS, the Board deems it advisable, and in the best interests of the
Company, to enter into a Series AA Preferred Stock Purchase Agreement,
in substantially the form attached hereto as Exhibit B (the ``Purchase
Agreement'').

NOW, THEREFORE, BE IT RESOLVED: That the Company enter into the
Purchase Agreement with the investors set forth on the Schedule of
Investors attached as Exhibit A to the Purchase Agreement (the
``Schedule of Investors'') pursuant to which the Company will sell and
issue up to [_______] shares of Series AA Preferred Stock (the ``Series
AA Shares'').

RESOLVED FURTHER: That the form, terms and provisions of the Purchase
Agreement are hereby approved, adopted and confirmed.

RESOLVED FURTHER: That the Series AA Shares are hereby set aside and
reserved for issuance pursuant to the Purchase Agreement, and the
issuance of the Series AA Shares to the investors set forth on the
Schedule of Investors for the consideration set forth on the Schedule of
Investors is hereby approved.

RESOLVED FURTHER: That the Series AA Shares shall be validly issued,
fully paid and nonassessable when issued in accordance with the terms of
the Purchase Agreement.

RESOLVED FURTHER: That [______] shares of the Company's Common Stock
(and any additional shares of capital stock as may be necessary to issue
pursuant to the terms of the Series AA Preferred) are hereby set aside
and reserved for issuance upon conversion of the Series AA Shares, and
the issuance of such shares of Common Stock (and any additional shares
of capital stock as may be necessary to issue pursuant to the terms of
the Series AA Preferred) upon conversion of the Series AA Shares is
hereby approved.

RESOLVED FURTHER: That the shares of Common Stock (and any additional
shares of capital stock as may be necessary to issue pursuant to the
terms of the Series AA Preferred) issuable upon conversion of the Series
AA Shares shall be validly issued, fully paid and nonassessable when
issued in accordance with the terms of the Restated Certificate.

RESOLVED FURTHER: That the officers of the Company are authorized and
directed to execute and deliver all documents and take whatever actions
are deemed necessary or advisable to comply with all applicable state
and federal securities laws.

RESOLVED FURTHER: That the appropriate officers of the Company be, and
each of them hereby is, authorized and directed, for and in the name and
on behalf of the Company, to execute and deliver, to the appropriate
parties, the Purchase Agreement, substantially in the form submitted to
and reviewed by the Company's Board, with such changes therein or
additions thereto as the officer executing the same shall approve with
the advice of legal counsel, the execution and delivery of such
agreement by such officer to be conclusive evidence of the approval of
the Board thereof and all matters relating thereto.

Authorization of Amended and Restated Investors' Rights Agreement

WHEREAS, the Board deems it advisable, and in the best interests of the
Company, to enter into an Investors' Rights Agreement, in substantially
the form attached hereto as Exhibit C (the ``Investors' Rights
Agreement''), in connection with the sale and issuance of the Series AA
Shares.

NOW, THEREFORE, BE IT RESOLVED: That the Company enter into the
Investors' Rights Agreement, a copy of which has been delivered to each
director with this consent.

RESOLVED FURTHER: That the form, terms and provisions of the
Investors' Rights Agreement are hereby approved, adopted and confirmed.

RESOLVED FURTHER: That the appropriate officers of the Company be, and
each of them hereby is, authorized and directed, for and in the name and
on behalf of the Company, to execute and deliver, to the appropriate
parties, the Investors' Rights Agreement, substantially in the form
submitted to and reviewed by the Board, with such changes therein or
additions thereto as the officer executing the same shall approve with
the advice of legal counsel, the execution and delivery of such
agreements by such officer to be conclusive evidence of the approval of
the Board thereof and all matters relating thereto.

Omnibus Resolutions

RESOLVED: That any of the appropriate officers of the Company be, and
each of them hereby is, authorized (i) to prepare, execute, deliver and
perform, as the case may be, such agreements, amendments, applications,
approvals, certificates, communications, consents, demands, directions,
documents, further assurances, instruments, notices, orders, requests,
resolutions, supplements or undertakings, (ii) to pay or cause to be
paid on behalf of the Company any related costs and expenses and (iii)
to take such other actions, in the name and on behalf of the Company, as
each such officer, in his discretion, shall deem necessary or advisable
to complete and effect the foregoing transactions or to carry out the
intent and purposes of the foregoing resolutions and the transactions
contemplated thereby, the preparation, execution, delivery and
performance of any such agreements, amendments, applications, approvals,
certificates, communications, consents, demands, directions, documents,
further assurances, instruments, notices, orders, requests, resolutions,
supplements or undertakings, the payment of any such costs or expenses
and the performance of any such other acts shall be conclusive evidence
of the approval of the Board thereof and all matters relating thereto.

RESOLVED FURTHER: That all actions heretofore taken by the officers and
directors of the Company with respect to the foregoing transactions and
all other matters contemplated by the foregoing resolutions are hereby
approved, adopted, ratified and confirmed.

(Signature page follows) IN WITNESS WHEREOF, the undersigned have
executed this Action by Unanimous Written Consent of the Board of
Directors as of the date set forth below opposite his name, which may be
executed in one or more counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same instrument.
This action shall be filed with the minutes of the proceedings of this
Board of Directors and shall be effective as of the last date of
execution below. Any copy, facsimile or other reliable reproduction of
this action may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used,
provided that such copy, facsimile or other reproduction be a complete
reproduction of the entire original writing.





[Name of director]

Date:



[Name of director]

Date:

(Signature page to Board Consent)

Exhibit A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit B

SERIES AA PREFERRED STOCK PURCHASE AGREEMENT

Exhibit C

INVESTORS' RIGHTS AGREEMENT



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This Action by Unanimous Written Consent and all of the Series AA
financing documents on this website have been prepared by Wilson Sonsini
Goodrich & Rosati for informational purposes only and do not constitute
advertising, a solicitation, or legal advice. Transmission of such
materials and information contained herein is not intended to create,
and receipt thereof does not constitute formation of, an attorney-client
relationship. Internet subscribers and online readers should not rely
upon this information for any purpose without seeking legal advice from
a licensed attorney in the reader's state. The information contained in
this website is provided only as general information and may or may not
reflect the most current legal developments; accordingly, information on
this website is not promised or guaranteed to be correct or complete.
Wilson Sonsini Goodrich & Rosati expressly disclaims all liability in
respect to actions taken or not taken based on any or all the contents
of this website. Further, Wilson Sonsini Goodrich & Rosati does not
necessarily endorse, and is not responsible for, any third-party content
that may be accessed through this website.

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