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Contract analysis / aurelius-us-board-resolution.docx
aurelius-us-board-resolution.docx
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1. The foregoing Written Consent of the Sole Director of Aurelius Media Holdings Inc. in
1. The foregoing Written Consent of the Sole Director of Aurelius Media Holdings Inc. in Lieu of a Meeting, dated as of July 17, 2024, has been duly executed by Sir Geoffrey R. Halsworth, the sole director of the Corporation, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware.
2. The foregoing Written Consent constitutes the valid and binding action of the board of
2. The foregoing Written Consent constitutes the valid and binding action of the board of directors of the Corporation and has the same force and effect as if the actions set forth therein had been duly adopted at a meeting of the board of directors of the Corporation duly called and held on July 17, 2024, at which a quorum was present and acting.
3. The foregoing Written Consent has been filed with the minutes of the proceedings of th
3. The foregoing Written Consent has been filed with the minutes of the proceedings of the board of directors of the Corporation and will be maintained with the corporate records of the Corporation at its principal office.
4. As of the date hereof, Sir Geoffrey R. Halsworth is the sole member of the board of di
4. As of the date hereof, Sir Geoffrey R. Halsworth is the sole member of the board of directors of the Corporation, duly appointed in accordance with the Certificate of Incorporation and Bylaws of the Corporation. ACKNOWLEDGED AND ATTESTED: By: ________ Name: Claudia Restrepo Title: Secretary, Aurelius Media Holdings Inc. Date: July 17, 2024 Drafted by Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Ma