Free Declaration - District Court of Arizona - Arizona

E h `b `t 6 8
Case 2:02-cv—O2099-RCB Document 345-71 Filed O3/10/2006 Page10f4

WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF
A MAJORITY OF THE STOCKHOLDERS OF
LEAPSOURCE, INC.
a Delaware corporation
The undersigned, being the stockholders holding the right to vote a majority of the
outstanding shares of Common Stock of LeapSource, Inc., a Delaware corporation (the `
"Cogporation"), hereby give their written consent and authorization, in accordance with the
provisions of Section 228 of the Delaware General Corporation Law, to the adoption of the p
following resolutions, and the same are hereby adopted:

RESOLVED, that in accordance with the provisions of Article HI, Section 3
of the Bylaws ofthe Corporation, Tom Gilman is hereby removed as a director ofthe
Corporation and will no longer serve in the capacity as an Executive Director
pursuant to the Stockholders Agreement by and between the Corporation and certain
stockholders ofthe Corporation, dated September 27, 1999.
General Implementation.
RESOLVED, that the appropriate officers of the Corporation are hereby
authorized to execute, acknowledge and deliver such documents, certificates and
other instruments, and to take or cause to be taken such action, as he/she/they may
deem necessary or appropriate to carry out the trarrsactions contemplated by the
above resolution and otherwise accomplish the purposes and intent of the above
resolution.
The resolutions set forth above shall become effective upon execution of this Written
Consent by the stockholders holding a majority of the Common Stock ofthe Corporation. Any
resolution becoming effective hereunder shall be effective as ofthe Effective Date set forth below.
The Secretary of the Corporation is hereby directed to tile this instrument with the minutes
of the proceedings of the stockholders ofthe Corporation. The actions taken hereby shall be of the
same force and effect as if taken by majority vote ofthe outstanding shares of Common Stock
ercn 0065 76
Case 2:02-cv—O2099-RCB Document 345-71 Filed O3/10/2006 Page 2 of 4

entitled to vote thereon at a meeting of such stockholders, duly called and constituted pursuant to
the laws of the State of Delaware. This Written Consent may be executed in any number of
counterparts, all such counterparts shall be deemed to constitute one and the same instrument, and
each of said counterparts shall be deemed an original hereof
IN WITNESS WHEREOF, we have hereunto set our names as of the 20* day of March,
200l (the "Effective Date").
4 {Signatures to appear ou the following page]
GTcR 006577
2 S 369858
Case 2:02-cv—O2099-RCB Document 345-71 Filed O3/10/2006 Page 3 of 4

STOCKHOLDERS:
GTCR FUND VI, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Gelder Rauner, L.L.C.
Its: General Partner
By: Date: gg Ol
Nam
Its: ` cipal
GTCR VI EXECUTIVE FUND, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Gelder Rauner, L.L.C. I
Its: I General Partner I
Bw Datcr
Name
Its: `nci al
GTCR ASSOCIATES VI I
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Goldcr Rauner, L.L.C.
Its: General Partner 2/
. By: Date: MXN
Name.
Its: ncip l
Gtca 006578
3 369858
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