October 21, 2019 Pursuant to Section 47b of Tide 13 of the Virgin Islands Code, the undersigned, being all of the members of the Board of Trustees (the "Board") of). Epstein Virgin Islands Foundation, Inc., a Virgin Islands non-profit corporation d/b/ir Enhanced Education (the "Cotorstima"),do hereby conse

CTOBER 20, 2019 Pursuant to Section 67b of lido 13 of the Virgin islands Code, the undersigned, being all of the members of the Board of Directors (the "Board, of Southern Country International, Ltd. a Virgin Islands corporation (the "C,0rporatirui do hereby consent and agree to the authorization and adop

y 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 Hyperion Air, Inc , (the "Corporation") a corporation duly organized, in good standing, and existing under the

irector duty authorized to 0) oerdfy as to the corporate rev:anon* or consents ("C Resolutions") of the board of directors or other governing body (the "Board") and (III to keep the records of horporate od- px• (the "Corporation') a corporation duly organized, in good standing, and existing under the l

y 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 JEGE Inc (the "Corporation') a corporation duly organized, in good standing, and existing under the laws of USV

y 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 hi) to keep the records of Zone Development Corp (the "Corporation") a corporation duly organized, in good standing, and existing under th

y authorized to (i) certify as to the corporate resolutions or conse9t, ("Corporate Resolutions") of the board of directors or other governing body (the "Board") and (ii) to keep the records of Al yfiP Ao T A e (the "Corporation") a corporation duty organized, in good standing, and existing under the

y 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 frioyt Te<. (the "Corporation") a corporation duly organized, in good standing, and existing under the laws o

y 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 Jeepers, Inc , (the "Corporation") a corporation duly organized, in good standing, and existing under the laws

mpany and Section 228 of the Delaware General Corporation Law: 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 an amendment and restatement of the Certificat

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,

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");

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

aware General Corporation Law: Certificate of Amendment of the Amended and Restated Certificate of Incorporation. WHEREAS, the board of directors (the "Board") of the Company has determined that it is in the best interests of the Company and its stockholders to amend its Amended and Restated Certificate

ADFIN SOLUTIONS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS December 26 , 2013 The undersigned, being all of the directors (the "Board") of AdFin Solutions, Inc., a Delaware corporation (the "Company"), do hereby adopt the following resolutions by unanimous written consent as autho

aware 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 Amended and

"), hereby consent that the following actions be taken by written consent: Approval of Bridge Loan WHEREAS, the board of directors of the Company (the "Board") approved the sale and issuance of up to an aggregate of $2,000,000 of unsecured convertible promissory notes (the "Notes") pursuant to the Note P

e dividend equal to 8% of the Purchase Price, payable whenever funds are legally available and when, as and if declared by the Board of Directors (the "Board"). The dividends shall not be cumulative. The Series B dividend payments shall be on a pan passu basis with the Company's Series A Preferred Stock

control occurs or if the Company is unable to acquire projects in sufficient number or size (as determined by the Board of Managers of the Company (the "Board")) to justify continuing the Commitments. Funding of capital contributions would be pursuant to annual operating and capital budgets, in each case,

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