Epstein Secrets

(10,000 shares of the Common Stuck, S.0l par value, of 'Financial Infomaties, Inc., a United Starts Virgin Islands corporation (die "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, MI, and agrees to pit

and each of them hereby is, authorized and directed.to issbe, on behalf of the Cosporatiom.to Jeffrey E. Ftptein, a certificate for 10,00ashares:of the Common Stock; and:it is further RESOLVED, that all of the i0,00.0 shares of the Common Stock as authorized for issuance by rho - • irnmddiately preceding resolu

(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

e in connection with die organization of the Corporation; and it is further RESOLVED, that the speciinen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock"), of the Corporation yin the form submitted to the undosigned, which is to be filed with this Consent, be san

(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

de in connection with the organization of the Corporation; and it is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock'), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and

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

de in connection with the organization of the Corporation; and it is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock'), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and

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

de in connection with the organization of the Corporation; and it is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock'), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and

(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

de in connection with the organization of the Corporation; and it is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock'), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and

holders of a majority of the Key Holder Shares and also the requisite majority of the Series A Preferred Stock pursuant to Article IV Section 6 of the Certificate of Incorporation (collectively, the "Requisite Parties"), approve a transaction that is deemed to be a Liquidation Event pursuant to the Restated Certificate, as am

erminate and be of no further force or effect upon the earliest to occur of (a) the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act, which resul

at is not a wholly-owned subsidiary or disposition of any subsidiary stock or all or substantially of any subsidiary assets, (iix) any amendment of the Certificate of Incorporation or Bylaws and (ix) any increase or decrease in the size of the Board. Terms of Preferred Stock Purchase Agreement Representations and Standard re

the right of such Founder to designate a Founder Designee shall lapse and such Founder Designee shall be designated by the holders of a majority of the Common Stock. "cause" shall mean (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a fraud or act of dish

July 3. 2013 under the name Blue Talon Data Systems, Inc. 2. That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders. an

e subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein. 2. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings); provided, h