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ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS OF
Pursuant to 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 by written consent. This written consent will be filed in the minute book of this Company and shall be effective as of the date first written above:
1. Adoption of [Current Year] Equity Incentive Plan
Resolved, That the [Current Year] Equity Incentive Plan (the “Plan”), in substantially the form attached hereto as Exhibit A, is hereby adopted and approved.
2. Omnibus Resolution
each of the officers of the Company is authorized and directed,
on behalf of the Company, to execute and deliver any agreement,
documents or instrument pursuant to or necessary to be
delivered in connection with the Plan, with such modifications
or amendments thereto as may be approved by the officer or
officers executing and delivering the same, such approval to be
conclusively evidenced by the execution and delivery thereof.
[Signature Page to Follow]
Action by Written Consent may be executed in counterparts, each of
which shall be deemed an original and all of which together
shall constitute one instrument.
[Stockholder #1 Name]
[Stockholder #2 Name]
[CURRENT YEAR] EQUITY INCENTIVE PLAN
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