RESOLUTION
A RESOLUTION OF VERILINK CORPORATION IMPLEMENTING THE ORDERS OF THE UNITED STATES BANKRUPTCY COURT BY APPROVING THE CERTIFICATE OF AMENDMENT WHICH PROVIDES FOR A REVERSE SPLIT OF ALL ISSUED AND OUTSTANDING COMMON AND PREFERRED SHARES, TO 10,000 COMMON SHARES, SIMULTANEOUS WITH THE ISSUANCE OF 25,000,000 RESTRICTED COMMON SHARES, THE ISSUANCE OF 75,000 COMMON SHARES TO THE LIQUIDATING TRUSTEE AND AN ADDITIONAL 100 COMMON SHARES TO EACH ALLOWED CLASS 7 GENERAL UNSECURED CREDITOR.
WHEREAS, pursuant to the Order Confirming Second Amended Joint Plan or Reorganization on January 29, 2007, the following subsequent steps were directed to be taken, to-wit:
(i)
The currently issued and outstanding Shares of common and preferred stock of Company be reversed such that the total number of issued and outstanding shares be no greater than 10,000 shares.
(ii)
Simultaneous with the reversal of the issued and outstanding common and preferred stock, the Company shall issue the following:
(a)
25,000,000 shares of restricted common stock to the Investor-owned entity, which stock certificate shall bear the following restrictive legend, to-wit:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state. These securities are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act. The securities have been acquired for investment and may not be sold or transferred without complying with Rule 144 in the absence of an effective registration or an available exemption from registration under the Securities Act and applicable state statutes.”
(b)
Issue a total of 75,000 common shares to the Liquidating Trustee.
(c)
Issue 100 common shares to each Holder of a Class 7 Claim, of which all these shares are issued under Section 1145 of the Bankruptcy Code, which exempts the securities from registration under Section 5 of the Securities Act of 1933 and State Regulation; and
(d)
Issue the Convertible Notes to the entities or persons, under the terms of the DIP Loan as per the Court’s Orders which will convert under Section 1145 of the Bankruptcy Code, which exempts the securities from registration under Section 5 of the Securities Act of 1933 and State Regulation as aggregate of the 1,000,000 common shares and 5,000,000 warrants having a par value of $0.001 at any time on or prior to November 30, 2016, upon the payment by the investor for the purchase price of $25.00 per share.
WHEREAS, shareholder approval is not required by virtue of the Order of the Bankruptcy Court, a copy of which is attached as Exhibit “A”.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors that the Articles of Incorporation be and hereby are amended by adding a new last paragraph to Article 4, as follows, to-wit:
AMENDMENT ONE
Stock Reversal Split. Effective as of this 29th day of January, 2007 (the “Effective Date”), each share of the Corporation’s common stock issued and outstanding immediately prior to the Effective Date (the “Pre-Split Common Stock”) shall automatically and without any action on the part of the holder thereof be reclassified as and changed (the “Reverse Common Stock Split”) into 2581ndof one share of common stock (1/2581), a par value of $0.001 per share (the “Post-Split Common Share”). Each holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Pre-Split Common Stock (the “Pre-Split Certificates”, whether one or more) shall be entitled to receive upon surrender of such Pre-Split Certificates to the Corporations Secretary for cancellation, a certif icate or certificates (the “Post Split Certificates”, whether one or more) representing the number of whole shares of Post-Split Common Stock formerly represented by such Pre-Split Certificates so surrendered, are classified pursuant to the terms thereof. If more than one Pre-Split Certificate shall be surrendered at one time for the account of the same stockholder, the number of full shares of Post-Split Common Stock for which the Post-Split Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Pre-Split Certificates so that in which the Pre-Split Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer, and the person or persons requesting such exchange shall affix any requisite stock transfer tax stamps to the Pre-Split Certificates surrendered, or provide funds for their purchase, or establish to the satisfaction of the Corporations’ Secretary that such taxes are not payable. Any fracti onal shares shall be cancelled.
BE IT FURTHER RESOLVED that
(a)
Company shall issue, and its transfer agent is hereby authorized and directed to issue, 25,000,000 shares of restricted common stock to the Investor-owned entity designated on Exhibit “B”, which shall bear the following restrictive legend, to-wit:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state. These securities are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act. The securities have been acquired for investment and may not be sold or transferred without complying with Rule 144 in the absence of an effective registration or an available exemption from registration under the Securities Act and applicable state statutes.”
(b)
Company shall issue and its transfer agent is hereby authorized and directed to issue 1,000,000 common shares and 5,000,000 warrants as set forth in Exhibit “C”, having a par value of $0.001 at any time on or prior to November 30, 2006, upon the payment by persons listed in Exhibit “B” of the purchase price of $25.00 per share. The number of shares called or exercised at any given time and the purchase price per share shall be subject to adjustment from time to time by the Board of Directors.
(c)
Company shall issue, and its transfer agent is hereby authorized and directed to issue 75,000 common shares to the Liquidating Trustee, as designated on Exhibit “D” of which all these shares are issued under Section 1145 of the Bankruptcy Code, which exempts the securities from registration under Section 5 of the Securities Act of 1933 and State Regulation; and
(d)
Company shall issue, and its transfer agent is hereby authorized and directed to issue, 100 shares of common stock to each of the creditors named on designated on Exhibit “E”, of which all these shares are issued under Section 1145 of the Bankruptcy Code, which exempts the securities from registration under Section 5 of the Securities Act of 1933 and State Regulation; and
PASSED AND APPROVED on this 1st day of May, 2008.
________________________________
James Ditanna, President
and Sole Officer and Director
Exhibit B
Investor-owned entity to receive 25,000,000 restricted shares of common stock:
IACE Investments Two, Inc.
c/o Heskett & Heskett
501 S. Johnstone Avenue, Suite 501
Bartlesville, Oklahoma 74003
Exhibit C
Entities to which Convertible Notes and Warrants issued, as set forth below:
Company
No. Shares into which
No. of Warrants
Note to Convert
___________
1. Venture Fund I., Inc
1,000,000
5,000,000
Totals:
1,000,000
5,000,000
Exhibit D
Liquidating Trustee- 75,000 shares of common stock.
Darryl S. Laddin
Arnall Golden Gregory LLP
171 17TH Street, NW
Suite 2100
Atlanta, Georgia 30363
Exhibit D
100 shares of common stock to the following:
A - Z Office Resource Inc. |
Abernathy, Thomas Jr. |
Adam Tech |
ADP |
Aerotek, Inc. |
AFASSCO of Alabama |
Affiliated Computer Services |
AHK Electronic Sheet Metal, Inc. |
Alabama Department of Revenue |
Alabama Dept. of Revenue |
All American Semiconductor |
All-American Semiconductors |
American Express Travel Related |
American Express |
American Stock Transfer & Trust Co. |
AMERICAR RENTAL SYSTEM |
AMI SEMICONDUCTOR INC. |
AMI Semiconductor, Inc. |
Anderson, Timothy R. |
Anixter Incorporated |
ANIXTER INCORPORATED |
ANSWER, INC. |
Approval Specialists Pty. Limited |
ARAMARK SERVICES, INC. |
Arapahoe County Treasurer of Arapahoe County |
ARCH PAGING |
Arch Paging |
Arrow Electronics, Inc. |
AT&T |
AVNET / MEMEC / INSIGHT |
Avnet Incorporated |
Banks Industries |
Baptie and Company, Inc. |
Bass, Cynthia Y. |
BE SOUND COMPANY LTD |
Belden, Leigh S. |
BellSouth Telecommunications, Inc. |
BELLSOUTH |
BELLSOUTH |
Beyond Components |
Biggers, Scott Wesley |
Bilotta, Thomas |
Brigida, Angela and Ralph |
C & C FABRICATION CO |
C.A. SHORT COMPANY |
CALIFORNIA SECRETARY OF STATE |
California State Comp Ins Fund |
Cellotape |
Central Components Mfg. |
CENTURY FASTENERS |
CenturyTel Acquisition, LLC |
CERTUS SOLUTIONS, LLC |
Cgrafx, Inc. |
Chiarello, Lawrence |
Cingular Wireless |
CINTAS DOCUMENT MANAGEMENT |
CIRCUITRONIX, LLC |
CIT Technology Financing |
Clark Pest Control |
CM Solutions |
CM SOLUTIONS, INC. |
Coface of North America, Inc. |
COILCRAFT |
COLLABORATE VISION, INC. |
Commissioner of Revenue Services |
Compass Bank |
Component Distributors, Inc. |
Conference America, Inc. |
Connecticut Dept. of Revenue Services |
Connex International |
CONVERGED RESOURCE INTREGRATORS, LLC |
Cooley Godward LLP |
CORNING CABLE SYSTEMS |
Corning Cable Systems |
CSA International Canada |
CZARNOWSKI DISPLAY SERVICE |
Czarnowski Display Service |
D2 TECHNOLOGIES, INC. |
Dallas County, TX |
Daripa, Prabir |
DATA STORAGE CENTER HUNTSVILLE |
DECATUR TRAILER SALES, INC. |
DENVER NEWS |
Denver Newspaper Agency, LLC |
DICAR, INC. |
DIGI KEY CORP |
DLA Piper Rudnick Gray Gary US LLP |
Dove Electronics |
DUN & BRADSTREET |
Dyess Company Inc. |
ECS |
EFAX CORPORATE |
EHRHARDT KEEFE STEINER & HOTTMAN, PC |
Eisenbarth, Roger |
ELECTRO DYNAMICS CRYSTAL CORP |
ELECTRO TECH PRODUCT |
Electro-Tech Products, Inc. |
ENCLOSURES ENGINEERING, INC. |
ENDEAVOR |
ENDLESS ADVANTAGE, INC. |
Enviro Shred d/b/a Shred It |
EXEL GLOBAL LOGISTICS |
FAIRWAYS 2001 OFFICE PARTNERS, LTD. |
Federal Express Corporation |
Fiberxon Co Norcomp |
Flash Electronics |
Florida Dept. of Revenue |
Franchise Tax Board |
Future Electronics |
FUTURE |
Garson, Phillip S. |
GE Capital |
Georgia Dept. of Revenue |
GEORGIA SECRETARY OF STATE |
Globtek, Inc. |
Goldin, Anthony E. |
Gosal, Sarabjit |
GRAPHIC COLOR |
Graybeal, James D. |
GRE Keystone Technology Park Two LLC |
Greater Bay Area North American |
GREATER BAY RELOCATION SERVICES, INC. |
Green, Jeffrey N. |
Halo Electronics |
Halverson, Margaret |
Hammond Electronics |
Heilind Electronics |
Huntsville Fasteners, Inc. |
Huntsville Utilities |
Hurng Guahn International Ltd. |
Identco International |
Inductors Inc. |
Industrial Properties of the South |
INOVANT, LLC |
Inter Tel Leasing, Inc. |
Internal Revenue Service |
International Rubber Products |
INTERPOWER CORPORATION |
Intertek Testing Services |
INTERTEK TESTING SERVICES |
INTER-TEL LEASING, INC. |
Jackson, Gail L. |
Jaco Electronics, Inc. |
JIT Services LLC |
John S. James Co. |
Johnstone Supply |
JT Communications |
Kasmir, Seton P. |
Kennedy Company, The |
Kent H. Landsberg Co. |
Kuri, Sheila |
LABEL AID |
LANIER FORD SHAVER & PAYNE P.C. |
Larscom Limited |
LAYER 42 |
Lennox Industries |
LIBERTEL ASSOCIATES |
Linda's Printing Services |
Lisa E. Battan PC |
LXI Components |
Madison County Tax Collector |
Major, John |
Market Wire, Inc. |
Martec Inc |
Massachusetts Dept. of Revenue |
MASTER DISTRIBUTORS |
Maung, Lay |
McCall, Mark A. |
McEntire, Dorothy |
MCGUIRE, JOHN |
McGuire, John |
MCI (FORMALLY WORLDCOM) |
MCI |
MCI |
Metropolitan Life Insurance Company |
Michigan Department of Treasury |
MicroRam Electronics, Inc. |
Molner, Arthur R. |
Mosgrove, Betsy |
Mouser Electronics |
NASDAQ Stock Market, Inc. |
National Technology, Inc. |
NCOMM, INC. |
NEOPOST LEASING |
Nevelle, James |
New Jersey Division of Taxation |
New York City Dept. of Finance |
New York Dept. of Taxation & Finance |
New York State Corporation |
NEWARK ELECTRONICS |
Newark In One |
NEXAIR, LLC |
Nguyen, Muoi |
Nguyen, Thi |
NORTH ALABAMA GAS DISTRICT |
North Carolina Department of Revenue |
North Carolina Employment Security Commission |
NU HORIZONS ELECTRONICS |
OFFICE DEPOT INCORPORATED |
Ohio Dept. of Taxation |
Oklahoma Tax Commission |
Olson, Michael G. |
Oringer, Howard |
OVERHEAD DOOR COMPANY OF NORTH ALABAMA |
PAC TEC |
PacTec |
PAGE & JONES, INC. |
Palco Telecom Service, Inc. |
PALISADES COLLECTIONS, LLC |
PalPilot S.C. Corp. |
PARADISE DESIGNS |
Parsley, Floyd & Deloris A. |
Patton Electronics |
Peak Power and Mfg., Inc. |
Pennsylvania Department of Revenue |
Peridot Properties III, L.L.C. |
Phillips, Todd T |
Pitney Bowes, Inc. |
Positronic Industries |
Potrans International, Inc. |
Powerbox USA Inc. |
Printer Connection |
Pyramid Technologies Inc. |
Quail Electronics |
Qualtech Backplane |
QWEST |
R S ELECTRONICS |
Radvision |
Rahadian, Aria |
Red Horse Wireless |
REDBOARD LIMITED |
Redi to Serve |
REEDS OFFICE SUPPLY |
Reily Communications Consulting |
Resistacap Inc. |
Rhode Island Division of Taxation |
Rhombus Industries Inc. |
Richards, Larry |
ROBERTS GROUP, INC. , THE |
ROPER'S FLOWERS |
Rosh, George |
RS Electronics |
SAE Circuits Cobrado, Inc. |
Sager Electronics |
SBC/AMERITECH |
SBC/AMERITECH |
SBC/AMERITECH |
SEA WIRE AND CABLE, INC. |
Shackleford, David |
SIDLEY AUSTIN BROWN & WOOD LLP |
Siquest Incorporated |
SKYTEL |
Smith, C.W. |
Smith, William D., M.D. |
SORVIVE TECHNOLOGIES, INC. |
SOUND SOLUTIONS, LLC |
SOURCECORP DELIVEREX, INC. |
South Verizon Wireless |
Specialized Transportation Inc. |
Springer Equiment Company, Inc. |
Sprint Spectrum LP d/b/a Sprint PCS |
SPRINT |
SPRINT |
Spurlock, Karon E. |
STACK ELECTRONICS |
STANDARD COFFEE SERVICE CO |
STAPLES BUSINESS ADVANTAGE |
Stephen Gould Corporation |
Sullivan, Mark |
SunGard Availability Services, LP |
T & S SUPPLY COMPANY |
Tacopina, Joseph |
Taylor, Steven C. |
TDSoft Ltd |
Team Air Express |
TECATE INDUSTRIES, INC. |
Technical Maintenance Inc. |
Techni-Tool, Inc. |
TELCORDIA TECHNOLOGIES |
TELEPACIFIC COMMUNICATIONS |
Telephone Equipment NSW Pty Ltd |
TERAYON COMMUNICATION SYSTEMS |
Texas Comptroller of Public Accounts |
Thomas, Robert V. Jr. |
TINTRONICS INDUSTRIES INC. |
T-Mobile USA, Inc. |
T-MOBILE |
T-MOBILE |
TNT USA, INC. |
Trade Wings, Inc. |
TRI CITIES WASTE MANAGEMENT |
Trust Building Services, Inc. |
TTI, Inc. |
TYCO PRINTED CIRCUIT GROUP, INC. |
TYCO PRINTED CIRCUIT GROUP, INC. |
UNDERWRITER LABORATORIES 1 |
United Manufacturing Assembly, Inc. |
United Parcel Service |
Universal Air Filter Company |
UPS SUPPLY CHAIN SOLUTIONS |
US Telepacific Communications |
Vanguard Cleaning Systems Inc. |
Verilink Canada, Inc. |
Verilink de Mexico, S. de R.L. de C.V. |
Verilink Europe Limited |
Verilink Sales Company, Inc. (US) |
VERIZON |
VERIZON |
VERIZON |
VERIZON |
VERIZON |
Vina Technologies, Inc. |
Vincent, Steve |
ViQuest Technology |
Virginia Dept. of Taxation |
VITAL NETWORK SERVICES |
VITAL NETWORK SERVICES |
WAREHOUSE EQUIPMENT AND SUPPLY CO. |
Waste Management - RMC |
Waters, David |
WEBEX COMMUNICATION, INC. |
Westbrook, S. Todd |
Whitesburg Electronics, Inc. |
WILINK, INC. |
Wilson, Desmond P. |
Wilson, William W. |
WIND RIVER SYSTEMS, INC. |
WIND RIVER |
Winfrey, Sebie R. |
Wong, Matthew |
Wong, Yu-Man M. |
Woodwind Communications Systems Inc. |
Wyle Laboratories |
Xerox Capital Services LLC |
XO Communications |
XP Foresight Electronics |
XP POWER, INC. |
Z Mar Technology |
Z Mar Technology |
Zhone Technologies, Inc. |