Pursuant to Section 228
of the DGCL, any action required to be taken at any annual or special meeting
of the stockholders may be taken
without a meeting,
without prior notice and
without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all
shares of our stock entitled to vote thereon were present and voted, unless the certificate
of incorporation provides otherwise.