Extract to table

This Unanimous Written Consent shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout

RESOLVED FURTHER, that the following agreements, instruments, and documents (collectively, the "Transaction Documents") are hereby approved in substantially the forms presented to the Board (copies of which have been made available to each member of the Board for review), with such changes, modifications, amendments, or additions thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof: 1

The Company shall bear the Escrow Agent's flat fee of $7,500 for the escrow services provided in connection with the Bridge Financing

Resolution 8: Securities Law Compliance RESOLVED, that the Bridge Financing shall be conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder, and the Company shall not engage in any general solicitation or general advertising in connection with the offer and sale of the Notes

Each Purchaser shall be required to represent and warrant that it is an "accredited investor" as defined in Rule 501 of Regulation D, and the Company shall take such steps as are reasonably necessary to verify the accredited investor status of each Purchaser

The Company Disclosure Schedule to the NPA, setting forth the exceptions and qualifications to the Company's representations and warranties, in such form as shall be approved by the Authorized Officers; and 6