ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ALIPHCOM Pursuant to Section 307(b) of the California Corporations Code and Section 29 of the Bylaws of AliphCom, a California corporation (the "Company"), the undersigned, being all of the members of the Board of Directors (the "Board") of the Company, hereby adopt and approve the following resolutions and the taking of the actions referred to in such resolutions by unanimous written consent without a meeting: COMMON STOCK FINANCING WHEREAS, the Board believes it is in the best interest of the Company to raise up to an aggregate of approximately 515.000.000 pursuant to the issuance and sale of its Common Stock from time to time (the "Financing"). Now, THEREFORE, BE IT RESOLVED, that the Financing and the form of Common Stock Purchase Agreement in substantially the form attached hereto as EXHIBIT A (the "Common Stock Purchase Agreement"), providing for, among other things. the issuance and sale by the Company of shares of the Common Stock at a purchase price of 53.96752 per share, be. and they hereby are, approved in all, respects; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver the Common Stock Purchase Agreement, and any and all other agreements, certificates or documents required or contemplated by the Financing or the Common Stock Purchase Agreement or deemed necessary or appropriate in connection therewith. and to take all actions deemed necessary or appropriate to cause the Company's obligations thereunder to be performed; RESOLVED FURTHER, that the officers of the Company be. and each of them hereby is. authorized and directed. for and on behalf of the Company, to negotiate or otherwise cause such additions, modifications, amendments or deletions to be made to the Common Stock Purchase Agreement. and such other agreements. certificates or documents, as