(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

(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

therefor. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that a copy of the Corporation's Articles of Incorporation and the Certificate of Incorporation, together with the original receipt showing payment of the filing fee be inserted in the Minute Book of the Corporation. SDNY_GM_00053733 CONFIDE

(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

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

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

(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

r present shall have one vote, irrespective of the number- of shares of stock if any, which be may bold Except at otherwise prrnided by statute, by the Certificate of Incorporation, or by these Bylaws, the action of a majority of the directors present/tray meeting at which a quorum is presan shall be the act of the Board of Di

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

(10,000) shares of the Common Stock, 1.01 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

therefor. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that a copy of the Corporation's Articles of Incorporation and the Certificate of Incorporation, together with the original receipt showing payment of the filing fee be inserted in the Minute Book of the Corporation. CONFIDENTIAL - PURSUANT T

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

the presiding Officer may appoint a person to act as secretary of the meeting. 2.8. Voting by Stockholders: Except as may be otherwise provided by the Certificate of Incorporation or these by-laws, at every meeting of the stockholders each stockholder shall be entitled to one vote for each share of voting stock standing in hi

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

present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold. Except as otherwise provided by statute, by the Certificate of Incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board o

Preferred, approval of a majority of the Preferred Stock required on: (i) any increase or decrease in the size of the Board, (ii) any amendment of the Certificate of Incorporation or Bylaws that adversely affect the powers, preferences or special privileges of the Preferred Stock, (iii) any increase or decrease in the number

ns hereof, and the compliance with the terms, conditions and provisions hereof: (a) do not and will not conflict with, or violate, any provision of the Certificate of Incorporation or by-laws of the Corporation; (b) do not and will not conflict with, or result in any breach of, any term, condition, or provision of, or constitu

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

(10,000) shares of the Common Stock, $.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

(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