5 Tampines Central 6
#02-19 TeleparkBuilding
Singapore 529482
Tel:(65) 6786 3534
Fax:(65) 6786 5734
Company Registration No: 199505209K
DIRECTORS’ RESOLUTIONS PASSED PURSUANT TO ARTICLE 104 OF THE COMPANY’S ARTICLES OF ASSOCIATION
DIRECTORS’ RESOLUTIONSRELATED TO THE SETTLEMENT AGREEMENT AND CERTAIN OTHER RELATED AGREEMENTS
WHEREAS, the Board of Directors (the “Board”) of MSM Satellite (Singapore) Pte. Ltd. (the “Company”) has been informed that each of (i) Atlas Equifin Private Limited (“Atlas”), an Indian resident shareholder of Multi Screen Media Private Limited (“MSMI”), has entered into a share purchase agreement with SPE Singapore Holdings Inc. (“SPE Singapore”), which agreement is proposed to be assigned to SPE Mauritius Investments Limited (“SMIL”) pursuant to an Assignment Agreement between SPE Singapore and SMIL, for the sale of1,106,829 equity shares, par value Rs. 10 each (“Shares”), of MSMI to SMIL as assignee of SPE Singapore, and (ii) Grandway Global Holdings Limited (“Grandway”), a non-resident shareholder of MSMI, has entered into a share purchase agreement with SPE Singapore, which agreement is proposed to be assigned to SMIL and SPE Mauritius Holdings Limited (“SMHL”) pursuant to an Assignment Agreement between SPE Singapore, on the one hand, and SMIL and SMHL, on the other hand, for the sale of 1,853,531 Shares, to SMIL and SMHL as assignees of SPE Singapore(together, the “Proposed Transactions”);
WHEREAS, in connection with the Proposed Transactions, the Company proposes to execute and deliver the following documents:
(i)a Settlement Agreement and Mutual General Release (the “Settlement Agreement”) and any documents pursuant thereto, including, without limitation, applications, affidavits, consent terms, and consent orders; and
(ii)a letter agreement (the “MSM Singapore Termination Deed”) in connection with the Amended and Restated Shareholders Agreement relating tothe Company dated as of May 24, 2000, as amended from time to time; and
WHEREAS, drafts of the Settlement Agreement, together with all exhibits thereto, and the MSM Singapore Termination Deed have beencirculated to the Board for its consideration and approval;
NOW, THEREFORE, BE IT RESOLVED:
1.That the Board does hereby approve the execution and delivery by the Company of each ofthe Settlement Agreement, together with all exhibits thereto, and the MSMSingapore Termination Deed, which shall be dated and made effective on a date as determined by the Authorized Representatives (defined below); and
2.That each of the Directors of the Company and the General Managerof the Company (collectively, the “Authorized Representatives”),be and are hereby severally authorized, empowered and directed to execute and deliver the Settlement Agreementand the MSM Singapore Termination Deed, with such changes, modifications, amendments or supplements as may be appropriate or required from time to time, and execute and deliver any notices, certificates, instruments, applications, affidavits, consent terms, consent orders or other documents required thereby, and to take such further actions, in the name and on behalf of the Company, as may be necessary or advisable in order to carry out the intent of the foregoing resolutions and to give effect to the Settlement Agreementand the MSM Singapore Termination Deed including, without limitation, to seek adjournments of proceedings pending, and execute and file any documents, before any court or tribunal; the execution and delivery by any of the Authorized Representatives of any such agreement, notice, certificate, instrument, applications, affidavits, consent terms, consent orders or other document or the taking of such actions, in connection with the carrying out of the foregoing resolutions, shall conclusively establish authority from the Company and the approval and ratification by the Company of the Settlement Agreement, the MSM Singapore Termination Deed, notices, certificates, instruments and other documents as executed and delivered, and the actions as so taken.
Dated as of this day of
Andrew J. Kaplan / R. Sudesh IyerGeorge C. Chien / Raman H. Maroo
Rakesh K. Aggarwal / Sushil M. Shergill
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MSM Singapore Board Resolutions Settlement Agreement