Issuance of Warrant

1% of Equity Resource Board Resolution

UNANIMOUS WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
[NAME OF COMPANY]

The undersigned, being all of the members of the board of directors of [NAME OF COMPANY] (the “Board”), a [Delaware/Colorado/California] corporation (the “Corporation”), acting by written consent without a meeting pursuant to [Section 141(f) of the Delaware General Corporation Law/Section 7-108-202 of the Colorado Business Corporation Act][1], do hereby consent to, vote in favor of, and adopt the following resolutions, which resolutions shall be deemed adopted when all members of the Board have signed this consent:

Issuance of Warrant

WHEREAS, the Board deems it to be in the best interests of the Corporation and its stockholders to issue to Tides Foundation (Pledge1%’s charitable partner), a California nonprofit public benefit corporation , a warrant to purchase [______] shares of the Corporation’s [common stock/ Series [A/B] preferred stock], in substantially the form attached hereto as Exhibit A (the “Warrant”).

NOW, THEREFORE, BE IT RESOLVED: That the form, terms and provisions of the Warrant are hereby approved, adopted and confirmed.

RESOLVED FURTHER: That the shares of the Corporation’s [common stock/ Series [A/B] preferred stock] purchasable upon exercise of the Warrant (the “Warrant Stock”) [and any common stock issuable upon conversion thereof][2] are hereby set aside and reserved for issuance.

RESOLVED FURTHER: That the Warrant Stock [and any Common Stock issuable upon conversion thereof][3] shall be validlyissued, fullypaid and non-assessable when issued in accordance with the terms of the Warrant [and the Corporation’s [Certificate of Incorporation/Articles of Incorporation]][4], and the issuance of such shares of capital stock is hereby approved.

RESOLVED FURTHER:That the exercise price per share of the Warrant Stock set forth in the Warrant is hereby approved and deemed to be fair and reasonable to the Corporation’s stockholders.

RESOLVEDFURTHER:That the officers of the Corporation be, and each them individually hereby is, authorized and directed, for and on behalf of the Corporation, to execute and deliver the Warrant to Tides Foundation.

RESOLVED FURTHER: That the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute and submit any and all documents to comply with all applicable state and federal securities laws in connection with the issuance of the securities contemplated hereby.

Pledge 1%GIFT ALLOCATION RECOMMENDATIONS

Resolved, that the Pledge 1% Gift Allocation Recommendations in substantially the form attached hereto as Exhibit B, be, and it hereby is authorized and approved, and the executed of same by the officers of the Company, and any one of them, be, and it hereby is, authorized and approved, with such changes thereto as such officers may deem necessary or appropriate as evidenced by his or her signature thereto.

Omnibus Resolutions

RESOLVED, that the officers of the Corporationbe, and each them individually hereby is, authorized and empowered to do and perform or cause to be done and performed all such acts, deeds and things, and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name of the Corporation and to retain such counsel, agents and advisors and to incur and pay such expenses, fees and taxes as shall, in the opinion of the officers of the Corporation executing the same, be deemed necessary or advisable (such necessity or advisability to be conclusively evidenced by the execution thereof) to effectuate or carry out fully the purpose and interest of all of the foregoing resolutions; and that any and all such actions heretofore or hereafter taken by the officers relating to and within the terms of these resolutions be, and they hereby are, adopted, affirmed, approved and ratified in all respects as the act and deed of the Corporation.

RESOLVED FURTHER, that an executed copy of this Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board.

This Unanimous Written Consent shall be effective as of the date the Corporation receives the unanimous consent of the Corporation’s directors. This Unanimous Written Consent may be signed in two or more counterparts, each of which shall be deemed an original, and all of which shall be deemed one instrument. 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.

[The rest of this page is intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned directors have duly executed this Unanimous Written Consent which shall be deemed effective as of the date set forth below.

Date signed: ______
Date signed: ______
Date signed: ______/ ______
______
______

1% of Equity Resource Board Resolution

Exhibit A

Warrant

(See attached)

Exhibit B

Pledge 1% Gift Allocation Recommendations

(See attached)

[1] Note: make sure that the correct statutory references are included here depending on the company’s state of incorporation.

[2] Note: only include this provision if the warrant is being issued for preferred stock.

[3] Note: only include this provision if the warrant is being issued for preferred stock.

[4] Note: only include this provision if the warrant is being issued for preferred stock.