Free Series AA Stockholder Consent - All States

[COMPANY NAME]

Action By Written Consent of STOCKHOLDERS

In accordance with 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:

Authorization of amended and restated Certificate of Incorporation

RESOLVED: That the Certificate of Incorporation of the Company be
amended and restated in its entirety 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, (iii) establish the rights, preferences, privileges and
restrictions of the Common Stock and the Series AA Preferred Stock and
(iv) make certain other changes, as set forth in the Amended and
Restated Certificate of Incorporation substantially in the form attached
hereto as Exhibit A (the ``Amended Certificate'').

RESOLVED FURTHER: That the Company's Certificate of Incorporation as
currently in effect be amended and restated to read as set forth in the
Amended Certificate.

RESOLVED FURTHER: That the appropriate officers of the Company are
hereby authorized and directed to execute the Amended Certificate and
take all such action as such officers deem necessary or desirable to
file the Amended Certificate with the Delaware Secretary of State and to
cause the Amended Certificate to become effective.

Omnibus resolutions

RESOLVED: That the proper officers of the Company be, and each
individually is, hereby authorized and directed to do and perform any
and all such acts, including the execution, delivery and filing of any
and all instruments, documents and certificates, as such officers deem
necessary or advisable, to carry out and perform the purposes and intent
of the foregoing resolutions.

RESOLVED FURTHER: That any actions taken by such officers prior to the
date of the foregoing resolutions adopted hereby that are within the
authority conferred thereby are hereby ratified, confirmed and approved
as the acts and deeds of the Company.

IN WITNESS WHEREOF, by executing this Action by Written Consent of
Stockholders, each undersigned stockholder is giving written consent
with respect to all shares of the Company's capital stock held by such
stockholder in favor of the above resolutions. This Action by Written
Consent of Stockholders may be executed in any number of counterparts,
each of which shall constitute an original and all of which together
shall constitute one action. 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.

Dated:



Print name of stockholder



Signature



Print name of signatory, if different



Print title, if applicable



EXHIBIT A

Amended & Restated

Certificate of Incorporation

This Action by Written Consent of Stockholders 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.