This sample Action by Unanimous Written Consent has been prepared by Wilson Sonsini Goodrich & Rosati for

informational purposes only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of
this sample Action by Unanimous Written Consent nor the transmission of any information contained in this website is
intended to create, and receipt hereof or thereof does not constitute formation of, an attorney-client relationship. Internet
subscribers and online readers should not rely upon this sample Action by Unanimous Written Consent or the information
contained in this website for any purpose without seeking legal advice from a licensed attorney in the reader’s state.

The information contained in this website is provided only as general information and may or may not reflect the most
current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or
complete. Wilson Sonsini Goodrich & Rosati expressly disclaims all liability in respect to actions taken or not taken based
on any or all the contents of this website. Further, Wilson Sonsini Goodrich & Rosati does not necessarily endorse, and is
not responsible for, any third-party content that may be accessed through this website.

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS

OF

[INSERT COMPANY NAME]

Pursuant to Section 228 of the Delaware General Corporation Law and the Bylaws of [insert 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.

Adoption of [insert year of equity incentive plan] Equity Incentive Plan

RESOLVED: That the [insert year of equity incentive plan] Equity Incentive Plan (the “Plan”),
substantially in the form attached as Exhibit A, is adopted and approved.

RESOLVED FURTHER: That a total of [insert shares reserved for issuance under equity incentive
plan] shares of the Company’s Class A Common Stock is reserved for sale and issuance under the Plan,
and that the sale and issuance of such shares in accordance with the Plan are authorized and approved.

Approval of Indemnification Agreements

WHEREAS, the Board of Directors of the Company adopted a form of Indemnification Agreement,
attached as Exhibit B (the “Indemnification Agreement”), to be entered into by and between the
Company and each current and future director and executive officer of the Company.

NOW, THEREFORE, BE IT RESOLVED: That the form of Indemnification Agreement is ratified

and approved.

RESOLVED FURTHER: That the Company is authorized and empowered to enter into, and to
perform its obligations under, an Indemnification Agreement (with such changes, additions or deletions
thereto as the officer executing the same on behalf of the Company shall approve with the advice of
legal counsel) with (i) each of the Company’s current directors and executive officers and (ii) each
person elected or appointed as a director or executive officer of the Company in the future.

Designation of Class F Director

WHEREAS, the Certificate of Incorporation of the Company (the “Certificate”) provides that, for so
long as there are any shares of the Company’s Class F Common Stock outstanding, the holders of the
Class F Common Stock are entitled to elect the Class F Director (as defined in the Certificate); and

WHEREAS, the undersigned stockholders, constituting at least a majority of the Company’s

outstanding Class F Common Stock, deem it to be in their best interests to elect [insert name of Class F
Director] as the Class F Director.

NOW, THEREFORE, BE IT RESOLVED: That [insert name of Class F Director] is hereby

designated as the Class F Director, to serve until his successor is duly appointed and qualified, or his
earlier resignation or removal.

Omnibus Resolutions

RESOLVED: That the directors of the Company are authorized and empowered to take any and all
such further action as may be deemed necessary or advisable to effectuate the purposes and intent of
the resolutions hereby adopted.

RESOLVED FURTHER: That the officers of the Company be, and each of them hereby is,
authorized and empowered to take any and all such further action, to execute and deliver any and all
such further agreements, instruments, documents and certificates and to pay such expenses, in the name
and on behalf of the Company or such officer, as any such officer may deem necessary or advisable to
effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the
execution and delivery of such agreements, instruments, documents and certificates and the payment of
such expenses by any such officer to be conclusive evidence of his or her authorization hereunder and
approval thereof.

RESOLVED FURTHER: That any and all actions taken by the directors and officers of the Company
to carry out the purposes and intent of the foregoing resolutions prior to their adoption are approved,
ratified and confirmed.

(signature page follows)

This action by written consent shall be effective as of the date the Company receives the requisite
consent of the Company’s stockholders. By executing this action by written consent, each undersigned
stockholder is giving written consent with respect to all shares of the Company’s capital stock held by
such stockholder in favor of the above resolutions. This action by written consent may be executed in
any number of counterparts, each of which shall constitute an original and all of which together shall
constitute one action. Any copy, facsimile or other reliable reproduction of this action by written
consent may be substituted or used in lieu of the original writing for any and all purposes for which the
original writing could be used, provided that such copy, facsimile or other reproduction is a complete
reproduction of the entire original writing. This action by written consent shall be filed with the
minutes of the proceedings of the stockholders of the Company.
 Print name of stockholder

Signature

Print name of signatory, if different

Print title, if applicable

Date of signature

EXHIBIT A

[insert YEAR of equity incentive plan] equity incentive PLAN

EXHIBIT B

FORM OF INDEMNIFICATION AGREEMENT

C:\NrPortbl\PALIB2\CHEW\4762333_1.DOC --
C:\NrPortbl\PALIB2\CHEW\4762333_1.DOC

C:\NrPortbl\PALIB2\CHEW\4762333_1.DOC
C:\NRPORTBL\PALIB2\CHEW\4762333_1.DOC