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

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

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

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

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

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

de in connection with the organization of the.Corporation; and it is further RESOLVED, that the specinnen 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

l expenditures made in connection with the organization of the Corporation. RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, no par value (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be, and t

on, to Jeffrey E F.pstein, a certifiCate for 10,000 shares of the Cominon Stods; and ii is funkier • • RESOLVED, that all of the 10,000 shares of the Common Stock as authorized for issuance by, the immediately precidingresolution shill be in all respects, when issued as aforesaid,. validly issued, folly paid..

A00289731 with management for the Company, and made such other investigations as it deems advisable in order to determine the fair market value of the Common Stock of the Company and hereby determines such fair market value to be an amount which is not greater than $0.10 per share. RESOLVED FURTHER, that the

terms as recorded in the October 4, 2013 Resolutions including at an exercise price per share of $0.16 per sham, which was the fair market value of the Common Stock as determined by the Board on October 4, 2013. 5. Nimbus Bridge Financing Next, Ms. Tran and Mr. Griner updated the Board on the bridge financing

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

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

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

) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or o

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

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

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

SUBSCRIPTION FOR COMMON STOCK HYPERION AIR, INC. The undersigned hereby subscribes for One Hundred (100) shares of the Common Stock, $.0001 par value, of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), the Certificate of Incorporation of which was filed with the

the name of the Corpoottion from Financial Strategy Group. Ltd. to Southern Country International, Ltd., decrease the.number of.authorized shares of the Common Stock and authorize 100,000 shares of the Preferred Stock it his necessary to amend the Corporation's Articles of Incorporation to provide for the same;