ACTIONS BY WRITTEN CONSENT IN LIEU OT

ACTIONS BY WRITTEN CONSENT
IN LIEU
OT'
SPECIAL MEETING
OF THE
DIRECTORS
OF
STRATFOR ENTERPRISES, LLC
The undersigned, being all the members of the Board of Directors (the "Bggrd")
of Stratfor Enterprises,LLC, a Delaware limited liability company (the "Compg4y"),
acting by written consent without a meeting, pursuant to Section 141(0 of the General
Corporation Law of the State of Delaware, do hereby unanimously consent to the
following actions being taken:
Transaction
WHEREAS, the Board has determined that it is in the best interests of the
Company and its stockholders to undertake the transaction (the "Transqglion")
contemplated in the Transaction Agreements, as that term is defined in and as is more
fully described in the Contribution and Assumption Agreement, as amended by the
Amendment to the Contribution and Assumption Agreement which together with their
Exhibits are attached hereto as Exhibit A and Exhibit B (as amended, the "Contributiqn
Agtreement");
WHEREAS, the Board has determined that it is in the best interests of the
Company and its stockholders to undertake certain actions that are related to and
contingent upon the Transaction being approved by the stockholders of the Company,
including (i) the execution and delivery of the Contribution Agreement, which will, upon
Closing, as that term is defined in the Contribution Agreement, result in the Company
entering into (ii) an Assignment and Assumption Agreement, as that term is defined in
the Confibution Agreemen! (iii) a Limited Liability Company Agreement, as that term is
defined in the Contribution Agreement, and (iv) related transactions and agreements as
provided for in the Transaction Agreements (a11 of the foregoing are referred to
collectively as the "Belated_-Actiong") (a11 such agreements are attached as Exhibits to the
Contribution Agreement) ;
WHEREAS, pursuant to Section 144 of the Delaware General Corporation Law,
no contract or transaction between the Company and one or more of its directors or
offrcers or any other corporation, parhrership, association or other organization in which
one or more of the directors or officers of the Company is an director or officer oi or has
a financial interest in (any such party is referred to herein individually as an "Interested
Party." or collectively as the "Interested Parties," and any such contract or transaction is
referred to herein as an "Interested Party Tr+nsao "), shall be void or voidable solely
for that reason, or solely because the director or officer is present at or participates in the
meeting of the Board which authorized the Interested Party Transaction or solely because
the vote of any such director is counted for such purpose, if: (i) the material facts as to the
relationship or interest and as to the contract are disclosed or are known to the Board, and
the Board in good faith authorizes the contract or transaction by affirmative votes of a
majority of the disinterested directors, even though the disinterested directors be less than
a quorum, (ii) the material facts as to the relationship or interest and as to the contract are
disclosed or are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders, or (iii) the
contract or transaction is fair as to the Company as of the time it is authorized, approved
or ratified by the Board or the stockholders;
WHEREAS, Board members are participating in the Transaction and Related
Actions such that one or more of such members may be an Interested Party, and the
Transaction and Related Actions may be an Interested Party Transaction;
WHEREAS, after careful consideration, the Board has determined that the terms
and conditions of the proposed Transaction and Related Actions are just and equitable
and fair as to the Company and that it is in the best interests of the Company and the
stockholders of the Company to enter into the Transaction and the Related Actions.
R"ESOLVED, that the Board determines that the terms and conditions of the
proposed Transaction and Related Actions are just and equitable and fair as to the
Company and that it is in the best interests of the Company and the stockholders of the
Company to enter into the Transaction and the Related Actions; and it is further.
RESOLVED, that the form, terms and provisions of the Transaction and the
Related Actions, be, and they hereby fre, approved, subject to the approval of the
Stockholders of the Company in accordance with the requirements of the Delaware
General Corporation Law, and that upon such approval the proper officers of the
Company are each hereby authorized and empowered to execute and deliver the
agreements contemplated in the Transaction and Related Actions in the rutme and on
behalf of the Company, together with such modifications or changes thereto as any of
such officers may approve in their sole and absolute discretion (the approval of such
officers to be evidenced by their execution thereof); and it is further
RESOLVED, that the actions
of
each
of the officers of the Company
in
negotiating the terms and conditions of the Transaction and the Related Actions be, and
they hereby are, ratified, approved, confirmed and adopted in all respects; and it is further
RESOLVED, that, subject to the approval of the Stockholders of the Company in
accordance with the requirements of the Delaware General Corporation Law, the proper
officers of the Company be, and each of them hereby is, authonzed to take any and all
action and do any and all things as may be deemed by any of them to be necessary or
advisable to consummate the Transaction and Related Actions, and in connection
therewith, to execute and file all requisite papers and instruments and to make any and all
payments of filing, registration or other fees, costs and expenses, and to take any and all
further action in connection with the foregoing which any one of them shall deem
necessary or advisable; and that the execution by such officers, or any one of them, of
any such papers or instruments or the performance by any one of them of any act in
connection with the foregoing shall conclusively establish their authority therefor from
the Company for the action so taken; and it is further
RESOL\rED, that notwithstanding approval of the stockholders of the Company,
the Board may, at any time prior to the execution and delivery of the agreements
contemplated by the Transaction and Related Actions, abandon the Transaction and
Related Actions without further action by the stockholders of the Company.
The undersigned directors direct that this consent be filed with the minutes of the
proceedings of the Board. This consent may be executed in one or more counterparts,
with the same effect as of all the parties hereto had signed the same document.
INTENTIONALLY LETT BLATIK
'oi
Prgt
15 of 10
201 1-07-s0
1
q35:00 (GllrT)
From:
IN WITNESS WHEREOF, tho undcrriguc4 beine all the mombom ofthc Boand,
do hsrcby cxcoutc this oonscnt rs of the ln day of lrugtrst, 201 I '
--fua
Gaorge Fdedmatl
SteptrenFeldhaus
SheaMcrorz
$elhsfi Feldhrut
IN WIINESS WHEREOR the undersigrrcd, being all ths nrcmbcrs of the Board
do hsreby execute this consent as
ofthe
lt
day
ofAuguS,20l
GoorgcFrkdman
StephcnFeHhaus
SheaMorenz
l.