Epstein Secrets

) hereof. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith, which determination will be binding upon the Company, the Major Investors and the Common Holder absent fraud or error

SCHEDULE OF COMMON HOLDERS AND MAJOR INVESTORS Name Shares Held Jonathan Leitersdorf 8,000,000 Common Stock 3,428,571 Series A Preferred Stock David J. Mitchell 2,285,714 Series A Preferred Stock WEST240047063.6 EFTA00298924

, calling meetings, attending meetings, executing a proxy to vote at any meeting and executing written consents, in order to ensure that the size of the Board of Directors (the "Board") shall be set at five (5) directors. 2.2 Board Composition. Each of the Stockholders shall vote all of their Stockholder Shares, and

ings, executing a proxy to vote at any meeting and executing written consents, to cause the election to the Board of: (a) One person designated by David J. Mitchell to serve as the Series A Director, who shalt initially be David J. Mitchell, for so long as such Stockholder and its Affiliates (as defined below)

d Section 228 of the Delaware General Corporation Law: Certificate of Amendment of the Amended and Restated Certificate of Incorporation. WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company and its stockholders to approve a certificate of amendment of the

rparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Jonathan Le orf David J. Mitchell WEST\240768952.3 EFTA00289537 This written consent of the stockholders may be executed in counterparts, each of which shall be deemed to be an o