Unanimous Written Consent of Shareholders

UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS

Corporation: [EXACT LEGAL NAME], incorporated in [STATE]

Consent record date: [DATE AND BASIS UNDER GOVERNING LAW]

Action effective: [WHEN REQUIRED CONSENTS ARE DELIVERED / PERMITTED LATER EFFECTIVE DATE AND CONDITION]

The undersigned are all holders entitled to vote on the specific action in Section 2, including any class or series entitled to vote separately. They consent to that action without a meeting under the corporation's applicable law and governing documents. The Corporation will keep this Consent, the completed voting record, and its delivery evidence with its corporate records.

1. Voting record

The Secretary or other authorized records officer certifies the stock ledger and applicable voting rights as of the record date above. The action is [EXACT TRANSACTION OR GOVERNANCE ACTION]. Its approval requirements are [STATE LAW, CHARTER, BYLAWS, CLASS TERMS AND TRANSACTION DOCUMENTS]. The attached voting schedule lists every class or series with a separate vote, any voting agreement or proxy actually used, and the holders whose consent is required.

Total entitled votes: [NUMBER]

Separate class or series approvals required and obtained: [DETAILS / NONE]

Board approval, notice, disclosure, appraisal, regulatory review or filing separately required for this action: [IDENTIFY COMPLETED ITEM AND EVIDENCE / REQUIRED BEFORE IMPLEMENTATION / NONE AFTER REVIEW]

2. Exact action approved

Resolved: The shareholders approve [EXACT ACTION, PARTIES, CONSIDERATION, EFFECTIVE DATE, AND MATERIAL TERMS] as set out in the final document titled [DOCUMENT TITLE, VERSION AND DATE], attached as Exhibit A. The approval covers only that identified document and the specific changes listed in Exhibit B [STATE NONE IF NO CHANGES]. No unrelated charter amendment, merger, asset sale, dissolution, director election, equity plan, bylaw change, or prior act is approved by this Consent unless expressly and completely described here with its required voting record and attachment.

Additional action, if separately described and voted on: [EXACT RESOLUTION OR NONE]

Implementation authority: [NAMED OFFICER/TITLE] may sign and deliver [SPECIFIC DOCUMENTS] and complete [SPECIFIC FILING OR CLOSING STEPS], subject to [BOARD APPROVAL, COUNTERPARTY SIGNATURE, CONSENT, REGULATORY OR OTHER CONDITIONS]. Material changes to the approved action or documents require a new approval under the governing law and instruments. This Consent does not authorize an officer to select a different transaction, waive a material condition, or distribute corporate assets without the required separate authorization.

3. Holder signatures

Each undersigned consents to the exact action above and identifies the shares and capacity in which the undersigned signs. An entity holder signs through an authorized representative. Attach more identical signature rows until every holder entitled to vote on this action is included. A proxy signer must identify and attach the operative proxy and satisfy the governing law's proxy requirements.

4. Delivery and corporate record

The authorized records officer received the signed consents on [DATE(S) AND TIMES] by [METHOD] at [CORPORATE ADDRESS, OFFICER OR DESIGNATED SYSTEM]. The officer verified each signer's identity and voting authority against [LEDGER / PROXY / ENTITY AUTHORIZATION], reconciled all outstanding voting interests and any separate class votes, and placed the complete consents and delivery evidence in [RECORD LOCATION]. The effective time entered above is the time permitted by the governing law and these delivered instruments, after any valid later-effective instruction is checked.

For a Delaware corporation, 8 Del. C. § 228(a) permits stockholder action by consent unless the certificate provides otherwise; § 228(c) and (d) address form, timing and delivery. The state of incorporation and actual charter control this corporation's process. Because this is unanimous consent of all holders entitled to vote on the stated action, the form does not assume a nonconsenting-holder notice.

Records officer: ______________________________

Name and title: [NAME / TITLE]

Date: [DATE]

Exhibits