resent and voted, hereby consent that the following actions be taken by written consent without a meeting and without prior notice as authorized by the Bylaws of the Company and Section 228 of the Delaware General Corporation Law: Amended and Restated Certificate of Incorporation. WHEREAS, the Board of Directors (the "Board") of the C

resent and voted, hereby consent that the following actions be taken by written consent without a meeting and without prior notice as authorized by the Bylaws of the Company and Section 228 of the Delaware General Corporation Law: Certificate of Amendment of the Amended and Restated Certificate of Incorporation. WHEREAS, the Board of