XYZ Company Inc.

WRITTEN CONSENT OF DIRECTORS

IN LIEU OF SPECIAL MEETING

Pursuant to the _________ Corporations Code, the undersigned, constituting all of the directors of XYZ Company, Inc., a ________ corporation (the “Company”), hereby take the following actions and adopt the following resolutions by unanimous written consent without a meeting; such written consent is in lieu of a special meeting of the Company’s board of directors (the “Board”) and shall be filed with the minutes of the proceedings of the Board:

Approval of Common Stock Offering

WHEREAS, the Board deemed it to be in the best interests of the Company and its shareholders to authorize the sale and issuance of 2,000,000 shares of the Company’s Common Stock (the “Offering”); NOW, THEREFORE, IT IS HEREBY:

FURTHER RESOLVED, that the Board hereby ratifies, confirms and approves the issuance of two million (2,000,000) shares of Common Stock to certain “accredited investors,” as defined in Regulation D of the Securities Act of 1933, as amended, at a price of $0.50 per share, and such shares shall be issued upon the terms of the Subscription Agreement, in the form attached Exhibit A, and the Board hereby determines in good faith that the consideration to be received for the shares to be issued is adequate; and

FURTHER RESOLVED, that the Board hereby approves the form, terms and provisions of the Subscription Agreement, and the appropriate officer of the Company is hereby authorized and directed to execute and deliver the Subscription Agreement for and on behalf of the Company, together with such modifications thereto as the officer or officers executing the same may approve, and the execution of such Subscription Agreement by such officer shall conclusively establish the authority to make such changes and the approval and ratification by the Company of the changes so made; and

FURTHER RESOLVED, that the Board hereby ratifies, confirms, and approves all actions previously taken by officers of the Company in connection the Offering; and

FURTHER RESOLVED, that, upon the issuance of the shares of Common Stock, including the Company’s receipt of the full consideration for such shares as described above, such shares shall be validly issued, fully paid and nonassessable; and

FURTHER RESOLVED, that, the Offering shall be conducted in accordance with the conditions (as applicable) of the exemption from registration provided by Rule 506 of Regulation D, promulgated pursuant to the Securities Act of 1933, as amended, and its applicable state counterparts (collectively, the “Securities