Free Declaration - District Court of Delaware - Delaware

Case1:O6—cv-00005-JJF Document 73-5 Fi|ed10/01/2007 Page1 0f3
Exhibit C

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‘ US MOBILCOMM, INC. V I »
V __
ACTION BY CONSENT IN WRITING t
_ . - BOARD OF DIRECTORS · -
Dated: Decembegy 1994 · » . --‘`
_ ‘ The undersigned, being the sole member of the Board of Directors of US
` r MOBILCOMM, INC., a Delaware corporation, by Consent in Writing pursuant to the authority, ; _ ‘
M Q 4 contained inthe Delaware General Corporation Law, withoutthe 3 ‘
_ meeting, does hereby consent to the following actions of this-Corporation: . A
` jj RESOLVED, That this Corporation accept the offers ofthe following ·
people (individually, ”Subscriber") to acquire from the Corporation that number _
_ ' of shares of common stock,. $.01 par value per share, as set forth beside their
. names below, in consideration of the transfer to the Corporation of cash in the .
A amount of $.01 per share, receipt of which is hereby acknowledged:
——- _ _ Name of Subscriber , n Number of Shares · .
Y · David W. Elkin - 275 .- _ - l _
, _ ` Jeffrey Norman ` - 125 -
_ · FURTHER RESOEVED, That the President and Secretary of this V
` Corporation be, and each of them hereby is, authorized, empowered and directed
‘ . to issue and deliver certificates for fully paid and nonassessable shares- of stock, .
$.01_par value per share, of this Corporation to each Subscriber for that amount
of shares set forth above; and . ‘
a A FURTHER RESOLVED, That it is intended that the stock of this
_ Corporation qualify under Section 1244 of the Internal Revenue Code of 1986,
· as amended; .and I ‘ ·
‘ FURTHER RESOLVED, That this Corporation qualify to transact _
' A business as a foreign corporation in the Commonwealth-of Pennsylvania pursuant _
to the authority contained in_ the Pennsylvania Business Corporation Law of 1988,
as amended; and ‘ · . A i
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Case 1:06-cv-00005-JJF _ Document 73-5 _ Filed 10/01/2007 Page3 013
_ FURTHER RESOLVED, That the President, Executive Vice President, »
I Treasurer, Secretary and Assistant Secretary of this Corporation be, and each of ·
them hereby is, authorized, empowered and directed to do any and all things, to y
execute any and all documents including, but not limited to, the Pennsylvania -
Application for Certificate of Authority to be tiled with the Pennsylvania
Department of State, Corporation Bureau, and to expend such monies as may be
necessary to effect the intent of the foregoing Resolutions.
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