CERTIFICATE OF DISSOLUTION OF EMRISE CORPORATION _______________________________________

EX-4.1 2 ex41to8k09950005_06252015.htm ex41to8k09950005_06252015.htm
Exhibit 4.1
CERTIFICATE OF DISSOLUTION
 
OF
 
EMRISE CORPORATION
_______________________________________

 
EMRISE CORPORATION, a corporation organized and existing under the General Corporation Laws of the State of Delaware (the “Corporation”), pursuant to Section 275 of the General Corporation Law of the State of Delaware (“DGCL”),

DOES HEREBY CERTIFY AS FOLLOWS:
 
 
1.
The name of the Corporation is:  EMRISE Corporation
 
 
2.
The dissolution of the Corporation has been duly authorized by the Board of Directors and the Stockholders of the Corporation, in accordance with subsections (a) and (b) of Section 275 of the DGCL.
 
 
3.
The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 14, 1989.
 
 
4.
The dissolution of the Corporation was authorized on June 25, 2015, to be effective upon the filing of this Certificate of Dissolution.
 
 
5.
The following is a list of the names and addresses of all directors of said Corporation:
 
Name
 
Address
     
Julie A. Abraham
 
2530 Meridian Parkway
Durham, NC 27713
     
Otis W. Baskin
 
2530 Meridian Parkway
Durham, NC 27713
     
Frank P. Russomanno
 
2530 Meridian Parkway
Durham, NC 27713

 
6.
The following is a list of the names, titles and addresses of all officers of said Corporation:
 
Name
 
Title(s)
 
Address
         
Frank P. Russomanno
 
Executive Director
 
2530 Meridian Parkway
Durham, NC 27713
 
 
 

 
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Dissolution to be executed by Frank P. Russomanno, its duly authorized Executive Director, on this 1st day of July, 2015.
 
EMRISE CORPORATION
 
 
By:
/s/ Frank P. Russomanno
Name:
Frank P. Russomanno
Title:
Executive Director