The sole shareholder and director of Epicodus, Inc. ("Corporation") record the following actions taken without notice of a special meeting:

Reimbursement of Fees and Expenses

We resolved to reimburse the sole shareholder $10,000 for start-up fees and expenses advanced on behalf of the Corporation.

Bill of Sale

We resolved to approve the Bill of Sale at, and authorize the President of the Corporation to sign and pay it.

Dated effectively: January 1, 2014.