`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 1 of 5 PageID #: 1121
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`EXHIBIT A
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`EXHIBIT A
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`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 2 of 5 PageID #: 1122
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 2 of 5 PageID #: 1122
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`@daware
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`1
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`‘Zfie first State
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`I,
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`JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
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`DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
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`COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
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`"KAPSCH TRAFFICCOM U.S. CORP.", A DELAWARE CORPORATION,
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`WITH AND INTO "KAPSCH TRAFFICCOM HOLDING CORP." UNDER THE
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`NAME OF "KAPSCH TRAFFICCOM HOLDING CORP.", A CORPORATION
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`ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
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`AS RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF
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`MARCH, A.D. 2015, AT 1:42 O’CLOCK P.M.
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`AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
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`THE AFDRESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY
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`OF MARCH, A.D. 2015, AT 5 O’CLOCK P.M.
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`A FILED COPY OF THIS CERTIFICATE HAS BEEN FDRWARDED TO THE
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`NEW CASTLE COUNTY RECORDER OF DEEDS.
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`8100M 150443115
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`4527155
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`You may verify this certificate online
`at corp. delaware. gov/authver. shtml
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`Jeffrey W. Bullock, Secretary of State
`AUTHEN C TION: 2251938
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`DATE: 03-31-15
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`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 3 of 5 PageID #: 1123
`Case 1:16—cv-00830-RGA Document 19-1 Filed 02/21/17 Page 3 of 5 PagelD #: 1123
`State of Delaware
`Secreta
`of State
`Division 0 Corporations
`Delivered 01:40 PM 03/31/2015
`FILED 01:42 PM 03/31/2015
`SRV 150443115 — 4527155 FILE
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`CERTIFICATE OF OWNERSHIP AND MERGER
`MERGING
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`KAPSCH TRAFFICCOM U.S. CORP.
`INTO
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`KAPSCH TRAFFICCOM HOLDING CORP.
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`(Pursuant to Section 253 of the General Corporation Law of Delaware)
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`Kapsch TrafficCom Holding Corp, a corporation organized and existing under
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`the laws of Delaware (the "Corporation"), DOES HEREBY CERTlFY:
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`FIRST: That the Corporation was incorporated on the lst day of Aprilt 2008,
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`pursuant to the General Corporation Law of the State of Delaware.
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`SECOND: That the Corporation owns all of the outstanding shares of the
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`stock of Kapsch TrafficCom U.S. Corp, a corporation incorporated on the lst day of April,
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`2008. pursuant to the General Corporation Law of the State of Delaware.
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`THIRD: That the Corporation, by the unanimous written consent of its Board
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`of Directors on the 3 l 5‘ day of March, 2015, determined that the Corporation shall merge into
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`itself said Kapsch TrafficCom U.S. Corp. pursuant
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`to the resolution attached hereto as
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`Exhibit A.
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`FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
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`merger may be amended or terminated and abandoned by the Board of Directors of the
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`Corporation at any time prior to the Effective Time (as defined below).
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`FIFTH: The effective time of the merger of Kapsch TrafficCom U‘S. Corp.
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`into the Corporation shall be March 31, 2015 at 5:00 pm. Eastern Standard Time (the
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`"Effective Time").
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`[Signature Page Follows]
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`4923 |05v2 31‘25/20I 5 lz48 PM
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`6650.000
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`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 4 of 5 PageID #: 1124
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 4 of 5 PageID #: 1124
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`IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
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`signed by Gerhard Plaschka, its Chairman and by Peter Schuchlenz, its Secretary, this 315'
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`day of March, 2015.
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`KAPSCH TRAFFICCOM HOLDING
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`CORR, a Delaware corporation
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`By:
`Gerha ‘d
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`.
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`Chairman
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`schka
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`WW
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`Peter Schuchlenz
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`Secretary
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`Signature Page to Certificate owanership and Merger
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`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 5 of 5 PageID #: 1125
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 5 of 5 PagelD #: 1125
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`EXHIBIT A
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`Resolution of the Directors of
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`Kapsch TrafficCom Holding Corp.
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`Now therefore, be it resolved, that the Corporation shall merge into itself the
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`Corporation's wholly-owned subsidiary Kapsch TrafficCom U.S. Corp. ("KTC U.S.") with
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`the Corporation as the surviving entity of such merger” and in connection with such merger
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`the Corporation shall assume all of the liabilities and obligations of KTC US.
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