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

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

), where he is a member of the Nominating and Corporate Governance, Audit, and Compensation Committees. Since August 2012, Mr. Cooper has served on the Board of Directors of Par Pacific Holdings, Inc. (NYSE: PARR), where he is a member of the Audit and Nominating and Corporate Governance Committees. Mr. Cooper received

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

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

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

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

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

2001. Mr. Staley assumed responsibilityfor the Asset Management business. in addition to his role as head of the Private Bank Mr. Staley serves on the Board of Directors of the Institute of International Finance. Robin Hood Foundation. Council on Foreign Relations. United States•China Business Council and the Board of T

ting.under the laws of the United States Virgin islands ("Jeepers!), which has elected to be taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors of, FTC determined that it is in the best interests of the Corporation and its sole shareholder, Jeffrey E. Epstein. ("Epstein'), to transfer and ciist

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

nt Number: . the duty defied and acting (the "Corporation, hereby certify that: (1) The follow:xi resolutions were adopted by unanimous consent of the Board of Directors of the Corporation on the day of T.A1 . c)-o13 : RESOLVED. that any wean designated by the Pres of the Corporation we authorized on behalf of

eceived an M.B.A. degree from Columbia University and a B.S. degree from the McIntire School of Commerce of the University of Virginia. He serves on the Board of Directors of The Teagle Foundation. Disciplinary Information Mr. Pool has not been the subject of any material legal or disciplinary events required to be disc

eceived an M.B.A. degree from Columbia University and a B.S. degree from the McIntire School of Commerce of the University of Virginia. He serves on the Board of Directors of The Teagle Foundation. Disciplinary Information Mr. Pool has not been the subject of any material legal or disciplinary events required to be disc

eceived an M.B.A. degree from Columbia University and a B.S. degree from the McIntire School of Commerce of the University of Virginia. He serves on the Board of Directors of The Teagle Foundation. Disciplinary Information Mr. Pool has not been the subject of any material legal or disciplinary events required to be disc

an additional ten thousand (10,000) shares of its Commen Stock, 5.01 par value (the "Common Stock") to Epstein/ (the "Additional Shates'); WHEREAS, the Board of Directors of the Corporation has deterrnmed that it is both advisible' and in the best interests of the Corporation'and of Epswin,•as the sole shareholder of the

additional ten thouSand. (16,0* shams of its Common Stock, 8.01 pat value (theCompicin Stock") to Epitein (theAdditional Shares';. . . • WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corpotation and of Epstein, as the sole shareholder of the

THE REGISTRANT. Set forth below is certain information regarding the executive officers of the Company. Leslie H. Wexner, 69, has been Chairman of the Board of Directors of the Company for more than thirty years and its Chief Executive Officer since he founded the Company in 1963. Leonard A. Schlesinger. 54, has been a

d via email. Please follow instructions therein for audio conferencing and joining the online meeting. Agenda The agenda for the May 19 meeting of the Board of Directors of Schrodinger, Inc. ("Company") is as follows: I. Miscellaneous: Approve February 7, 2014 meeting minutes; vote on stock option grants for new employ

l pledge as collateral for indebtedness any shares of stock without fiat obtaining the written consent of a majority of the disinterested menthas of the Board of Directors of the Corporation. lain= At all elections of directors, each stockholder shall be entitled to votes as shall equal the artifact of votes that (exce