AI Generated American Board Resolution
PDF & Word - 2026 Updated

This Board Resolution (the Resolution) of Tech Innovations Inc. a corporation incorporated in Delaware (the Corporation) is made on the date hereof to authorize the issuance of new shares to fund expansion into the European market.

WHEREAS the primary purpose of the Corporation as stated in the incorporation documents is Technology Development.

WHEREAS the Corporation successfully completed a Series A funding round on 2023-06-15 providing capital for growth initiatives.

WHEREAS a new business opportunity has arisen that has triggered the need for this Resolution.

WHEREAS the primary purpose or objective of this Resolution is to authorize the issuance of new shares to fund expansion into the European market.

This Resolution was duly adopted by the affirmative vote of a majority of the directors present at a meeting where a quorum was present, in accordance with the Corporation's bylaws and the Delaware General Corporation Law. Proper notice of the board meeting was given or waived, and the meeting was held in accordance with the bylaws and applicable law. The date of the meeting is October 1, 2024.

The board of directors of the Corporation hereby approves an ordinary resolution by majority vote authorizing the issuance of new shares to fund expansion into the European market.

The board of directors of the Corporation hereby authorizes the Corporation to enter into contracts and agreements in furtherance of the European market expansion described herein.

The Corporation is authorized to issue up to 1,000,000 shares of common stock, with a par value of $0.01 per share, at an issue price of $10.00 per share, to qualified investors in a private placement offering for the purpose of funding European market expansion. Any preemptive rights of existing shareholders are hereby waived in accordance with Delaware law.

The Chief Executive Officer and the Chief Financial Officer of the Corporation are hereby authorized to execute contracts, agreements, and any other documents related to the issuance of new shares and the company's expansion project using manual signature or electronic signature. The officers are authorized to take all actions necessary or appropriate to carry out the purposes of this Resolution, including but not limited to executing documents, obtaining any required regulatory approvals for the European expansion, handling related filings with governmental authorities, and issuing the new shares in accordance with the terms specified herein. No limitations are imposed on the authority granted to these officers under this Resolution.

This Resolution shall become effective immediately upon adoption by the board.

This Resolution shall be governed by and construed in accordance with the Delaware General Corporation Law (Title 8 of the Delaware Code).

If any provision of this entire Resolution is held to be invalid or unenforceable such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Resolution.

This Resolution including all attachments constitutes the entire agreement and understanding of the board of directors with respect to the subject matter hereof and supersedes all prior understandings.

Any amendment to this Resolution shall require the approval of the board of directors by supermajority vote.

This Resolution may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

The headings in this Resolution are for convenience of reference only and shall not affect the interpretation of this Resolution.

IN WITNESS WHEREOF the undersigned being all of the directors of the Corporation have executed this Resolution as of the date first above written. This resolution is adopted by unanimous written consent in lieu of a meeting pursuant to Delaware General Corporation Law Section 141(f).

______________________________

Director Name: John Doe, Director

Date: October 1, 2024

______________________________

Director Name: Jane Smith, Director

Date: October 1, 2024

______________________________

Director Name: Alex Johnson, Director

Date: October 1, 2024

I, the undersigned, do hereby certify that the above is a true and correct copy of a Resolution duly adopted by the Board of Directors of Tech Innovations Inc. at a meeting held on October 1, 2024.

______________________________

Corporate Secretary

Date: October 1, 2024