Free Statement - District Court of Arizona - Arizona

__ VISI’l`ALK.COM, INC. ·§
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IN LIEQ QF QPECIAL MEETINQ
The undersigned, being all of the directors of VISITALK.COM, INC., an Arizona
corporation (the "Corporation"), hereby consent in writing to the following resolutions, adopted
without a meeting as permitted by Section I0-82l of the Arizona Revised Statutes, as amended:
I. Issuance of Warrants to Founders
WHEREAS, the Board of Directors ofthe Corporation has determined that
it is in the best interest of the Corporation to issue to Peter Thimmesch and
Michael O’Donnell, the founders of the Corporation (each, a "Founder"), a
number of warrants to purchase shares of the common stock of the Corporation
‘ (the "Common Stock") in sufficient number to provide against dilution of the
Founders’ ownership percentage through the planned initial capital-raising
activities of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that each of the Founders be, `
and each of them hereby is, granted warrants (the "Warrants“) to purchase that
number of shares of Common stock set forth opposite the Founder’s name below:
Nays · Number of §hares of Qomgon stock
A Peter Thimmesch 37904,500 { msja 00
Michael O’Donnell 3-,7-4-8,-$90 gi {jjj ,,,;
FURTHER RESOLVED, that the Warrants shall be exercisable
immediately, in whole or in part and on one or more occasions, during the three·
year period ending on November 30, 2001, and that the exercise price shall be
$0.I37$ per share of Common Stock, and shall have such other tenns and
provisions as are set forth in the form of Warrant certificate attached as Exhibit
"A" hereto; .
FURTHER RESOLVED, that the officers of the Corporation (each, an
"Authorized Officer") be, and each of them hereby is, authorized and directed, for
and on behalf of the Corporation, to execute and deliver, to the Founders,
certificates evidencing the Warrants granted to each Founder, substantially in the
form of the Warrant Certificate and with such changes, amendments, or other
miszzni
Case 2:02-cv-02405-HRH Document 384-29 Filed 07/24/2007 Page 1 of 3 VT008148

VISITALK.COM, INC.
Q[gANIMQQ§ QQNSENT QF THE BQABQ QE QIREQTQRS
IN LIEQ QF SEEQIAL MEE] INQ
The undersigned, being all of the directors of VISITALK.COM, INC., an Arizona
corporation (the "Corporation"), hereby consent in writing to the following resolutions, adopted
without a meeting as permitted by Section l0-82l of the Arizona Revised Statutes, as amended:
I. Issuance of Warrants to Founders
WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interest of the Corporation to issue to Peter Thimmesch and
Michael O’Donnell, the founders of the Corporation (each, a "Founder"), a
number of warrants to purchase shares of the common stock of the Corporation
(the "Common Stock") in sufficient number to provide against dilution of the
. Founders’ ownership percentage tl·u·ough the planned initial capital-raising
activities ofthe Corporation;
NOW, THEREFORE, BE IT RESOLVED, that each of the Founders be,
and each of them hereby is, granted warrants (the "Wan·ants") to purchase that
number of shares of Common stock set forth opposite the Founder’s name below:
‘ Name ‘ Number of Shares of Qgmmgn stock
Peter Thimmesch - 3,825,000
Michael O‘DonnelI 3,825,000
FURTHER RESOLVED, that the Warrants shall be exercisable
immediately, in whole or in part and on one or more occasions, during the three·
year period ending on November 30, 200l, and that the exercise price shall be
$0.1375 per share of Common Stock, and shall have such other terms and
provisions as are set forth in the form of Warrant certificate attached as Exhibit
"A" hereto; - •
FURTHER RESOLVED, that the officers of the Corporation (each, an
"Authorized Officer") be, and each of them hereby is, authorized and directed, for
and on behalf of the Corporation, to execute and deliver, to the Founders,
certificates evidencing the Warrants granted to each Founder, substantially in the
form of the Warrant Certificate and with such changes, amendments, or other
i·>¤szz.o¤
Case 2:02-cv-02405-HRH Document 384-29 n Filed 07/24/2007 Page 2 of 3 VT00814g

. .. moditieations thereto as any Authorized Officer in his or her discretion shall deem
advisable, appropriate or necessary.
This Written Consent may be executed in one or more counterparts, each of which shall
be an original, but all of which taken together shall constitute one and the same instrument shall
be filed with the minutes ofthe proceedings of the Board of Directors.
?.Z 7; r
Dated as of September 12, 1998. ` ¢£··
Peter Thimmesch
Dated ZS OfSCptcmbcr 12s
Michael O‘Donnell ,
l9l522.0l 2
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