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UNANIMOUS WRITTEN CONSENT OF <br />THE BOARD OF DIRECTORS OF <br />OHLA USA, INC. <br />(A Delaware Corporation) <br />The undersigned, being all the members of the board of directors (the "Board") of OHLA <br />USA, Inc., a corporation organized and existing unjer the laws of the State of Delaware (the <br />"Corporation'), pursuant to the General Corporation Law of the state of Delaware, as amended, <br />do hereby agree and consent that when this consent has been signed, the resolutions set forth <br />below, and each of them, shall be deemed to have been approved and adopted to the same extent <br />and to have the same force and effect as if approved and adopted at a meeting of the Board, duly <br />called, convened, and held for the purpose of acting upon such resolutions. <br />1. Resignation and Appointment of Secretary <br />WHEREAS, the Corporation has received the resignation letter of Cesar F. Pereira ("Mr. <br />Pereira") as Secretary of the Corporation (the "Pereira Resignation'), a copy of which is attached hereto <br />as Exhibit A; and <br />WHEREAS, the Corporation desires to appoint Abigail I. Reich ("Ms. Reich") as Secretary of <br />the Corporation; and Ms. Reich is willing to accept such appointment. <br />NOW THEREFORE, BE IT RESOLVED, that the Pereira Resignation is hereby accepted, <br />confirmed and ratified in all respects with the resignation being effective as of the date set forth <br />therein; <br />RESOLVED, that Ms. Reich be, and hereby is, elected as Secretary of the Corporation, to <br />serve until her successor is elected or until her earlier death, resignation or removal; and she <br />accepts such appointment as per her signature on the following page; and <br />RESOLVED, that giving effect to the foregoing resolutions, the following individuals are the <br />current officers of the Corporation: <br />Ashok R. Patel <br />CEO <br />Daniel Ruiz Andujar <br />C00 <br />Donald Hickey <br />Executive Vice President <br />Manuel Aguiar <br />Vice President <br />Martin W. Saitzyk <br />CFO <br />Abigail I. Reich <br />Secretary <br />Paul Washington <br />Assis=ant Secretary <br />2. Further Actions. <br />RESOLVED, that Ms. Reich is hereby authorized to take, or cause to be taken, such further <br />action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of <br />the Corporation, all such instruments and documents as she may deem appropriate in order to <br />effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking <br />of such action or the execution and delivery of such instruments, as the case may be) and all actions <br />heretofore taken in connection with the subject of the foregoing recitals and resolutions be, and it <br />hereby is, approved, ratified and confirmed in all respects as the act and deed of the Corporation; <br />RESOLVED, that this Unanimous Written Consent may be executed in several <br />counterparts or counterpart signature pages, and all so executed shall constitute one Unanimous <br />Written Consent binding on all of the undersigned, notwithstanding that all of the undersigned are <br />