FII Board Consent - Australia

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3/7/2012
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							                                           [INSERT NAME OF COMPANY]

                                                      [insert ACN ]
                                              [insert registered address]

                       MINUTES OF A MEETING OF THE BOARD OF DIRECTORS


                Date:

                Location:

                Time:

                Present:

                In Attendance:

                Apologies:

                Quorum:


ISSUANCE OF OPTIONS

          We, being the directors of [insert company name] (“Company”), deem it to be in the best
          interests of the Company and its shareholders to issue Founder Institute, Incorporated an
          option to purchase shares of the Company, in substantially the form attached hereto as
          Exhibit A (the “Option”).

          RESOLVED: That the form, terms and provisions of the Option are hereby approved,
          adopted and confirmed.

          RESOLVED FURTHER: That the shares of the Company purchasable upon exercise of the
          Option (the “Shares”) are hereby set aside and reserved for issuance.

          RESOLVED FURTHER: That the Shares issuable upon conversion thereof shall be validly
          issued, fully paid and nonassessable when issued in accordance with the terms of the
          Option and the Company’s Constitution, and the issuance of the Shares is hereby approved.



f6221830-1cf1-4229-aa72-6a7b18d0583d.doc
          RESOLVED FURTHER: That the exercise price per Share set forth in the Option is hereby
          approved and deemed to be fair and reasonable to the Company’s shareholders.

          RESOLVED FURTHER: That the appropriate officers of the Company be, and each of them
          hereby is, authorised and directed, for and on behalf of the Company, to execute and
          deliver the Option to Founder Institute, Incorporated.

          RESOLVED FURTHER: That the appropriate officers of the Company be, and each of them
          hereby is, authorised and directed, for and on behalf of the Company, to execute and
          submit any and all documents to comply with all applicable state and federal laws in
          connection with the issuance of the options and Shares contemplated hereby.

          RESOLVED FURTHER: That the officers of the Company be, and each of them hereby is,
          authorised and empowered to take any and all such further action, to execute and deliver
          any and all such further agreements, instruments, documents and certificates and to pay
          such expenses, in the name and on behalf of the Company or such officer, as any such
          officer may deem necessary or advisable to effectuate the purposes and intent of the
          resolutions hereby adopted, the taking of such actions, the execution and delivery of such
          agreements, instruments, documents and certificates and the payment of such expenses by
          any such officer to be conclusive evidence of his or her authorization hereunder and the
          approval thereof.

          RESOLVED FURTHER: That any and all actions taken by the officers of the Company to carry
          out the purposes and intent of the foregoing resolutions prior to their adoption are
          approved, ratified and confirmed.


                                           (signature page follows)




f6221830-1cf1-4229-aa72-6a7b18d0583d.doc               -2-
          Closure



          Signed as a true and correct record.



          -------------------------------------------------------




          Name: _____________________________

          Chairman

                                                                    Date:




f6221830-1cf1-4229-aa72-6a7b18d0583d.doc
                                           EXHIBIT A
                                            OPTION




f6221830-1cf1-4229-aa72-6a7b18d0583d.doc

						
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