Free Declaration - District Court of Arizona - Arizona

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Case 2:02-cv-02099-RCB Document 345-36 Filed O3/10/2006 Page10f3

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. WRITTEN CONSENT OF CERTAIN STOCKHOLDERS OF _ A
LEAPSOURCE INC. ;
a Delaware corporation
, LeapSource, Inc., a Delaware corporation (the "Corporatlon")
Christine V. Kirk (“Kirk") and GTCR Fund VI, L.P., a Delaware Partnership
. ("GTCR") are parties to that certain Stockholders Agreement, dated as of September 27, ,
1999, as further amended on November 24, 1999, (the "Stockholders Agreement"); and ·
` WHEREAS, under Article l(a)(ii)(B) of the Stockholders Agreement, Kirk shall
have the right to appoint a member to the Board of Directors of the Corporation; it is
hereby .
RESOLVED, that pursuant to the authority of Kirk under Article _
_ 1(a)(ii){B) of the Stockholders Agreement, Thomas Gilman is nominated
and elected to serve as a member of the Board of Directors of the _
_ Corporation to serve until his successor shall have been duly elected and _
WHEREAS, under Article ·1(a)(ii)(C) of the Stockholders Agreement, Kirk and
GTCR shall jointly have the right to appoint two (2) members to the Board of Directors ,1
ofthe Corporation; it is hereby `l
RESOLVED, that pursuant to the joint authority of Kirk and 4 Q
GTCR under Article l·(a)(ii)(C) of the Stockholders Agreement, Ted _—
Fernandez is nominated and elected to serve asa member ofthe Board of '
Directors of the .c¤rp¤ma¤¤ to serve until his successor shall have been ;
du1yelected_andqualiiied.
‘ U RESOLVED, that the second appointment to the Board
of Directors that Kirk and GTCR shall jointly choose under Article ·
l(a)(ii)(C) ofthe Stockholders Agreement, shall remain vacant until such Y
time as both Kirk and GTCR deem it advisable to fill such vacancy. ‘
RESOLVED, that the Hnal appointment to the Board
A of Directors that GTCR shall choose under Article l(a)(ii)(A) of the l
Stockholders Agreement, shall remain vacant until such time as GTCR
deems it advisable to till such vacancy.
Q EXHIBIT LS»13-2303 §
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The Secretary is instructed to tile this consent in the minute bockof the corporation. The
action taken hereby shall be ofthe same force and effect as if taken at a meeting ofthe .
shareholders of the Corporation, duly called and constituted pursuant to the laws of the __
State of Arizona. This instrument may be executed in snyxnumber of counterparts, and I
each of said counterparts shall be deemed an original hereof ‘
Dated as ofthis 3l” day of March, 2000 n
0 Y GTCR VI, L.P. E
By: GT CR APBITDCYS VL L;P.
. Its: General Partner `
By: GTCR Gelder Rauner, L.L.C. V I p
Its: General Partner e
By: if »’ i • · _
_ Name. .,5 .1* 24 all _ _
Its: Princip
Christine V V p
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LS-1 3·2304 i
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