Epstein Secrets

ject to acceptance by DBTCA. Acceptance Account Holder's Signature Joint Account Holder's Signature Fo

authorized to (i) certify as to the corporate resolutions or consents ("Corporate Resolutions") of the board of directors or other governing body (the "Board") and (ii) to keep the records of , (the "Corporation") a corporation duly organized, in good standing, and existing under the laws of ; and (

nts Name of Optionee State of Residence 10% Holder (Yes/No) Number of Shares Vesting Schedule

regg Griner (by phone) Murco Ringnalda Yvonne Tran Cony (by phone) 1. Call to Order. A meeting of the Board of Directors of Schrodinger, Inc. (the "Board"), a Delaware corporation, (the "Company" or "Schrodinger") was held at the above place and time. Mr. Ardai, presiding as Chairman of the meeting,

ants Name of Optionee State of Residence 10% Holder (Yes/No) Number of Shares Vesting Schedule

POSED RESOLUTIONS OF THE BOARD OF DIRECTORS OF SCHRODINGER. INC. - MAY 19.2014 MEETING I. Grant of Stock Options WHEREAS, the Board of Directors (the "Board") of Schrodinger, Inc. ("Company") deems it appropriate at this time to grant options under the Company's 2010 Stock Plan, as amended (the "Plan");

r transferees who become parties hereto as a Key Holder pursuant to Sections 5.1 or 5.2, the "Key Holders

ding 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 shall take a

s securities offered in such sale. The Preferred Holder may assign this right to their Permitted Transfer

such shares had been converted into Ordinary Shares. Board of Directors Immediately following the Closing, the board of directors of the Company (the "Board") shall consist of a maximum of five (5) members: for so long the holders of Ordinary Shares hold together the majority of the Company share capita

s securities offered in such sale. The Preferred Holder may assign this right to their Permitted Transfer

such shares had been converted into Ordinary Shares. Board of Directors Immediately following the Closing, the board of directors of the Company (the "Board") shall consist of a maximum of five (5) members: the holders of Ordinary Shares may appoint three (3) directors and the holders of Preferred Share

(the "Common Holders"), each Series 5 Preferred Holder shall be entitled to receive a liquidation prefe

tively. Such dividends shall be payable out of funds legally available therefor only when, as, and if declared by the Company's Board of Directors (the "Board") and shall be non-cumulative. (11) No dividends shall be paid with respect to the Series 3 Preferred, Series 2 Preferred, the Series I-A Preferre

icular shares of any of the foregoing shall cease to be Registrable Securities once they have been sold in any public offering or transferred by the Holder in a transaction in which its rights under this Agreement are not assigned in accordance with the provisions of this Agreement. 1.10 "Registrable

ding 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 shall take a