Epstein Secrets

(10,000) shares of the Common Stock, 3.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation"), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18t day of November, 2011, and agrees to

e member of Southern Financial, LLC, a United States Virgin Islands limited liability company organiied on February 25, 2013 ("SF); and . WHEREAS, the Board of Directors of FTC,* determined that it is in the best interests of FTC and in sole shareholder to merge FTC into SF, upon the completion of Which merger SF Shall

(10,000) shares of the Common Stock, 5.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation'), the Certificate of Incorporation of which was filed with the office of the Lieutenant Governor of the United States Virgin Islands on the 18th day of November, 2011, and agrees to

elected and acting (the "Corporation') hereby certify that: 1,N-40 1341k 4 (21 (11 The following resolutions were adopted by unanimous consent of the Board of Directors of the Corporation on the of Tom(/ . at, 13 Rees: Act. 1— RESOLVED, that any persons designated by the day of the Corporation are authorized on be

(10,000) shares of the Common Stock, 5.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the "Coporation"), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18h1 day of November, 2011, and agrees to

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of the

10,000) shares of the Common Stock, 5.01 par value, of Financial In fomatics, Inc., a United States Virgin Islands corporation (the "Coq oration"), the Certificate of Incorporation of which was filed with the Office of the lieutenant Governor of the United States Virgin Islands on the 18111 day of November, 2011, and agrees to

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of the

10,000) shares of the Common Stock, $.01 par value, of Financial In fomatics, Inc., a United States Virgin Islands corporation (the "Coq oration"), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the le day of November, 2011, and agrees to pa

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of the

(10,000) shares of the Common Stock, 5.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation"), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18th day of November, 2011, and agrees to

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of the

for Ten Thousand (10,000) shares of the Common Stock, $.01 par value, of CDE, Inc., a United States Virgin Islands corporation (the "Corporation"), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 28i° day of April, 2011, and agrees to pay

t Governor of the United States Virgin Islands on the 28i° day of April, 2011, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, ($_) per share in cash or by check made payable to the Corporation, at which time a certificate shall be issued to the undersigne

10,000) shares of the Common Stock, 6.01 par value, of financial Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation"), ,the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18"' day of November, all I, and agrees to

he "Corporaeoril hereby certify that: Accord Number . the duly elected and fl og (1) mn following resolutions were adopted by wiriness, consent of the Board of Directors of the Corporation on the . 13 RESOLVED. that any persons designated by the Pre s i 4_69 rt, day of the Corporation are authorized on behalf of th

ch of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article VII, or the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or

ant to this Section 2.1 a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore