ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ____________, INC.

(a Delaware corporation) __________ __, 201_ Pursuant to Sections 108(c) and 141(f) of the Delaware General Corporation Law (the "DGCL"), the undersigned, being all of the members of the Board of Directors of ________, Inc., a Delaware corporation (the Corporation), hereby consent to their appointment as directors, accept the resignation of the incorporator and adopt and approve the following resolutions by unanimous written consent without a meeting: 1. Ratification of Actions of Incorporator WHEREAS, _____, the original incorporator of the Corporation (the "Incorporator"), has appointed the undersigned as the initial directors of the Corporation and has resigned as Incorporator; NOW, THEREFORE, BE IT RESOLVED, that all actions taken by the Incorporator pursuant to DGCL Section 107 be, and hereby are, ratified and approved. 2. Minute Book RESOLVED, that the Corporation shall maintain as part of its corporate records a minute book, which shall include, but not be limited to, a record of its Certificate of Incorporation and amendments thereto, its Bylaws and amendments thereto, minutes of all meetings of the stockholders, Directors, and Board committees, and all written consents of the stockholders, Directors and Board committees (the "Minute Book"). 3. Certificate of Incorporation WHEREAS, the original Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on ________ __, 201_; NOW, THEREFORE, BE IT RESOLVED that the Certificate of Incorporation of the Company as filed with the Delaware Secretary of State and attached hereto as Exhibit A be, and it hereby is, ratified and affirmed; and

RESOLVED FURTHER, that a certified copy of the Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware, bearing the file stamp and certification of the Secretary of State, be inserted in the Corporation's Minute Book.

4.

Agent for Service of Process RESOLVED, that the agent named as the initial agent for service of process in the Certificate of Incorporation of the Corporation is hereby confirmed as this Corporation's agent for the purpose of service of process.

5.

Bylaws RESOLVED, that the Bylaws presented to this Board of Directors by attaching a copy hereto as Exhibit B are approved and adopted as the Bylaws of the Corporation and that the Secretary of the Corporation is authorized to execute a certificate of adoption of such Bylaws and to see that a true copy of the Bylaws, as so certified, is inserted into the Minute Book and a copy is also kept at the Corporation's principal office for the transaction of business.

6.

Election of Officers and Officer Compensation RESOLVED, that the following persons are elected to the offices of the Corporation indicated opposite their respective names below, effective immediately to serve at the discretion of the Board of Directors: Chief Executive Officer President Treasurer Secretary CTO [] [] [] [] []

7.

Share Certificate RESOLVED, that the form of share certificate attached hereto as Exhibit C is approved and adopted as the form of share certificate for use by this Corporation in issuing any shares of the Common Stock of the Corporation.

8.

Location of Principal Executive Office RESOLVED, that the initial location of the Corporation's principal executive office for the transaction of business shall be ___________.

9.

Fiscal Year End RESOLVED, that the end of the corporate fiscal year for the Corporation shall be the last day of December of each year.

10.

Incorporation and Organization Expenses RESOLVED, that the officers of the Corporation, and each of them with full authority to act without the others, are authorized to pay the expenses, including but not limited to the legal expenses, of the incorporation and organization of the Corporation incurred by the Incorporator and hereby indemnifies the Incorporator for all such expenses incurred on behalf of the Corporation to the fullest extent allowed by law; and RESOLVED FURTHER, that the officers of the Corporation, and each of them with full authority to act without the others, are authorized to elect on behalf of the Corporation to amortize the expenses of incorporation and organization of the Corporation in accordance with Section 248 of the Internal Revenue Code of 1986, as amended (the "IRC") by deducting such expenditures for federal income tax purposes ratably over a period of no more than one hundred eighty (180) months, beginning the month in which the Corporation commences business.

11.

Bank Resolutions WHEREAS, the following resolutions are hereby adopted with respect to all future banking matters for the Corporation; NOW, THEREFORE, BE IT RESOLVED, that the Chief Executive Officer and President and the Chief Financial Officer or Treasurer of the Corporation, and such other officers as specifically authorized by them, and each with full authority to act without the others, are hereby authorized to designate as depository or depositories of funds of the Corporation, and to open an account or accounts of the Corporation, including, but not limited to, checking, savings, safety deposit box and any other special accounts, with any such banks, money market funds, mutual funds or other financial institutions (all such institutions being hereinafter referred to as "Financial Institutions") as they may select; and; RESOLVED FURTHER, that such officers of the Corporation, as specified above, are individually authorized to endorse for deposit any checks, drafts or other evidences of indebtedness made payable to the order of the Corporation and that such officers specified above shall be authorized to sign on behalf of the Corporation checks, drafts and other orders obligating the Corporation to pay money with respect to any funds standing to the credit of the Corporation in such account or accounts; and RESOLVED FURTHER, that the Corporation is authorized to enter into such arrangements with any Financial Institution designated by such officer or officers of the Corporation, and that any documentation, including but not limited to, the standard form of corporate resolutions required now or in the future by each such Financial Institution in connection with such arrangements, is hereby adopted and/or ratified as resolutions of the Board of Directors of the Corporation, and the Secretary or any Assistant Secretary of the Corporation, or any other officer of the Corporation, is hereby authorized to (i) obtain the necessary signatures of the officers of the Corporation on any such documentation, (ii) execute the necessary certifications, including any document to certify that such resolutions have been duly adopted by the Board of Directors, and (iii) take such other steps as needed to open and maintain such accounts; and

RESOLVED FURTHER, that the resolutions on a printed form of any bank selected by the officers of the Corporation to serve as the Corporations depository that are consistent with the foregoing resolutions relating to banking matters are hereby approved and authorized as resolutions of the Board of Directors and that the Secretary or Assistant Secretary of the Corporation is hereby authorized to certify such resolutions as having been so approved. 12. Qualification To Do Business In Other Jurisdictions RESOLVED, that the officers of the Corporation, and each of them with full authority to act without the others, are authorized to qualify the Corporation to transact business in any state, territory or dependency of the United States or in any foreign country in which they, or any of them, deem it necessary or expedient for the Corporation to do so from time to time and, in connection therewith, that they, and each of them with full authority to act without the others, are authorized to take or cause to be taken on behalf of the Corporation such actions as they, or any of them, may deem necessary or advisable and to execute and file all requisite or appropriate documents, including, but not limited to, applications, certificates, reports, consents and appointments of agents or attorneys for service of process; and the execution by any such officer of any such document or the doing by him or her of any act in connection with the foregoing shall conclusively establish his or her authority therefor from the Corporation and the approval and ratification by the Corporation of the documents so executed and of the action so taken. 13. Issuance of Stock to Founders WHEREAS, it is determined to be in the best interests of the Corporation to offer for sale and to sell and issue shares of the Corporation's authorized Common Stock as set forth below to certain persons, who are founders of the Corporation, pursuant to the exemption from registration under Section 4(2) of, and/or Regulation D and/or Rule 701 promulgated under, the Securities Act of 1933, as amended (the "1933 Act"), the exemption from qualification under Section 25102(f) of the California Corporate Securities Law of 1968, as amended (the "California Law"), and available exemptions from the registration or qualification requirements of any other applicable state "blue sky" securities laws; NOW, THEREFORE, BE IT RESOLVED, that upon receipt of (i) lawful and adequate consideration, payable in cash, or in other consideration as set forth below, (ii) an executed Founder's Restricted Stock Purchase Agreement in the form attached hereto as Exhibit D (the "Founders Restricted Stock Agreement"), each of which provides, among other provisions, for a "vesting" repurchase option and a right of first refusal in favor of the Corporation, and (iii) an executed Technology Assignment Agreement in the form attached hereto as Exhibit E, assigning to the Corporation all rights, title and interest in and to such property as applicable and as indicated under the form of consideration column set forth below, the terms and provisions of which are hereby approved, the Corporation shall offer for sale, sell and issue an aggregate of Two Hundred Thousand (_,000,000) shares of its Common Stock to the persons named below in the amounts set forth opposite their respective names:

Name/State of Residence [] California [] []

Number of Shares []

Value of Consideration and Form of Payment $[] , business plan, concepts, ideas and other intellectual property

[]

$[], /business plan, concepts, ideas and other intellectual property

RESOLVED FURTHER, that the purchase price of the Corporation's Common Stock is $0.01 per share, which the Board of Directors hereby determines in light of various factors, including but not limited to, the stage of the Corporation's product design and development, and the current stage at which the Corporation is in the process of obtaining financing, which may or may not be successful, to be the current fair market value of the Corporation's Common Stock; and RESOLVED FURTHER, that pursuant to DGCL Section 152, the Board of Directors hereby determines the fair market value of any property to be equal to the value of the consideration as indicated in the last column above; and RESOLVED FURTHER, that the Corporation retains a "right of repurchase", as set forth in each of the Founders Restricted Stock Agreements; and RESOLVED FURTHER, that in accordance with DGCL Section 144, the terms and provisions of the sale of Common Stock of this Corporation to those purchasers set forth above, certain of whom are also directors, are just and reasonable to this Corporation, and the same are hereby ratified, confirmed, adopted and approved; and RESOLVED FURTHER, that this Corporation and the proposed purchasers indicated above intend the transactions contemplated hereby to qualify as a nontaxable transaction pursuant to IRC Section 351, as amended, and that each of the officers of this Corporation is hereby authorized to take such action as such officer deems necessary or appropriate to satisfy the requirements of IRC Section 351; and RESOLVED FURTHER, that the officers and directors of the Corporation, and each of them with full authority to act without the others, are hereby authorized to execute and cause a Form D pursuant to Regulation D, a Notice of Transaction pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, and/or such other forms and notices (including consents to service of process) as may be required or advisable to be filed with other applicable state authorities to exempt the offer and sale of stock authorized hereby, to be prepared, executed by an officer of the Corporation and filed with the U.S. Securities and Exchange Commission, the California Commissioner of Corporations within the time prescribed by law; and RESOLVED FURTHER, that upon receipt of the full consideration for such shares, the Corporation shall issue to each of the persons named above the number of shares of Corporation's Common Stock set forth opposite his/her or its name, represented by a

certificate or certificates properly legended as required by law and issued in the name of each such person; and RESOLVED FURTHER, that the officers of the Corporation, and each of them with full authority to act without the others, are authorized to do or cause to be done any and all such further acts and to execute and deliver any and all such additional documents as they may deem necessary or appropriate in order to carry into effect the purposes and intent of the foregoing resolutions. 14. Section 1244 Treatment WHEREAS, Section 1244 of the IRC provides, in certain circumstances, for treatment of a loss on the sale or exchange of Common Stock as an ordinary rather than a capital loss; and WHEREAS, in order for stock of the Corporation to qualify under Section 1244 of the IRC, the following conditions must be satisfied: (1) (2) the stock must be issued only for money or property (other than stock or securities); and the aggregate amount of money and other property received by the Corporation for stock, as a contribution to capital, and as paid-in surplus, must not exceed One Million Dollars ($1,000,000), determined as of the time of the issuance of the stock in question and including amounts received for such stock and all stock previously issued; and the stockholders must be individuals or partnerships and must continuously hold the stock from the date of issue; and the Corporation must be an operating corporation with less than fifty percent (50%) of its gross receipts coming from passive sources (such as royalties, rents, dividends, interest, annuities, and sales of securities);

(3) (4)

NOW, THEREFORE, BE IT RESOLVED, that the shares of Common Stock of the Corporation issued under these resolutions are intended to qualify under IRC Section 1244; and RESOLVED FURTHER, that the Corporation shall maintain records showing the persons to whom stock was issued, the date of issuance, a description of the amount and type of consideration received from each, the amount of money and property received for stock, contribution to capital, and paid-in surplus, and such other information as is required by the Internal Revenue Service or the California Franchise Tax Board in order that the stock may qualify as Section 1244 stock. 15. Indemnification Agreements

WHEREAS, it is increasingly difficult to motivate qualified individuals to serve as officers or members of boards of directors, and it is in the best interests of the Corporation to provide for the indemnification of its officers and directors; WHEREAS, the Board of Directors has reviewed the terms of that certain Form of Indemnification Agreement in substantially the form attached hereto as Exhibit F (the Indemnification Agreement) and has found the Indemnification Agreement to be fair and reasonable to the Corporation and its stockholders. NOW, THEREFORE, BE IT RESOLVED, that the Indemnification Agreement is hereby ratified and approved, and the Corporation is directed to enter into an Indemnification Agreement with each of its officers and with each member of the Board of Directors; and RESOLVED FURTHER, that the officers of the Corporation and each of them with full authority to act without the others, are hereby authorized and directed, for, in the name of and on behalf of the Corporation, to cause the Corporation to enter into an Indemnification Agreement with each individual currently serving as an officer of the Corporation or as a member of the Board of Directors and who may hereafter serve as an officer of the Corporation or as a member of the Board of Directors. 16. Tax I.D. Numbers RESOLVED, that the officers of the Corporation are authorized to apply to the IRS District Director for an employer's identification number on Form SS-4 and to the Employment Development Department of the State of California for an account number on Form DE-1 or such other applicable forms. 17. Government Filings RESOLVED, that the officers of the Corporation, and each of them with full authority to act without the others, are authorized to execute and file, or cause to be filed, with the Secretary of State of the State of Delaware or with such other officer or agency of this State or of any county or other governmental entity thereof, such documents, as such officers, or any of them, may deem necessary or appropriate in connection with the organization of the Corporation or the initial operation of its business. 18. Execution of other Agreements/Documents RESOLVED, that all contracts and agreements to date entered into on behalf of this Corporation are hereby ratified and approved by the Board of Directors.

[Remainder of Page Intentionally Left Blank]

This consent may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument. This action is effective and the resolutions herein are adopted as of the date first set forth above.

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Attachments: Exhibit A: Exhibit B: Exhibit C: Exhibit D: Certificate of Incorporation Bylaws Form of Stock Certificate Founder's Restricted Stock Purchase Agreement and attached Exhibits: Stock Power and Assignment, Spouse Consent, 83(b) Election Form, and a Copy of Purchasers Check Form of Technology Assignment Agreement Indemnification Agreement

Exhibit E: Exhibit F: