Board Resolution Approving Sale of Series A Preferred Stock

BOARD RESOLUTION APPROVING SALE OF SERIES A PREFERRED STOCK

WHEREAS, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Directors of this corporation pursuant to this Resolution,

NOW, THEREFORE, BE IT RESOLVED that, pursuant to applicable law, the undersigned, being all of the Directors of this corporation, hereby consent to, approve, and adopt the following:

SALE OF SERIES A PREFERRED STOCK.

RESOLVED, that this corporation issue and sell ________ shares of this corporation's Series A Preferred Stock.

RESOLVED FURTHER, that the Chairman, President, or Chief Financial Officer of this corporation be, and each of them (each a "Designated Officer") acting alone is, hereby authorized to execute and deliver on behalf of this corporation the Series A Preferred Stock Purchase Agreement (and exhibits) and the Warrant substantially in the form [presented to the Board of Directors] [of Exhibit A] with such changes....