2,000,000 of unsecured convertible promissory notes to provide working capital for the Company (the "Bridge Loan"); and WHEREAS, in connection with the Bridge Loan, the Company will enter into a Note Purchase Agreement dated as of December 26 2013, in substantially the form attached hereto as Exhibit A (the "

ceeding $250,000; and WHEREAS, the undersigned stockholders, constituting at least the Protective Provision Requisite Holders, desire to consent to the Bridge Loan, and the execution and delivery by the Company of the Note Purchase Agreement and the Notes. NOW, THEREFORE, BE IT RESOLVED, that in accordance wit