FII Board Consent - Israel

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					                                           [INSERT NAME OF COMPANY]

              ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
                                   DIRECTORS

        Pursuant to Section 103(a) of the Companies Law, 1999 and the articles of association of
[insert name of company], an Israeli company (the “Company”), the undersigned, constituting all the
members of the board of directors of the Company (the “Board”), hereby adopt the following
resolutions:

Issuance of Warrant

       WHEREAS, the Board deems it to be in the best interests of the Company and its
shareholder to issue Founder Institute, Incorporated a warrant to purchase shares of the Company, in
substantially the form attached hereto as Exhibit A (the “Warrant”).

          NOW, THEREFORE, BE IT RESOLVED: That the form, terms and provisions of the
          Warrant are hereby approved, adopted and confirmed.

          RESOLVED FURTHER: That the shares of the Company purchasable upon exercise of the
          Warrant (the “Warrant Shares”) and any Ordinary Share issuable upon conversion thereof
          are hereby set aside and reserved for issuance.

          RESOLVED FURTHER: That the Warrant Shares and any Ordinary Shares issuable upon
          conversion thereof shall be validly issued, fully paid and nonassessable when issued in
          accordance with the terms of the Warrant and the Company’s Articles of Association, and the
          issuance of such shares is hereby approved.

          RESOLVED FURTHER: That the exercise price per share of the Warrant Shares set forth
          in the Warrant 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, authorized and directed, for and on behalf of the Company, to execute and
          deliver the Warrant to Founder Institute, Incorporated.

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




a5a5b157-19fe-47fd-a60b-c014790c8056.doc
Omnibus Resolutions

          RESOLVED: That the officers of the Company be, and each of them hereby is, authorized
          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)




a5a5b157-19fe-47fd-a60b-c014790c8056.doc               -2-
        This action by unanimous written consent shall be effective as of the date the Company
receives the unanimous consent of the Company’s directors. This action by unanimous written
consent may be executed in any number of counterparts, each of which shall constitute an original
and all of which together shall constitute one action. Any copy, facsimile or other reliable
reproduction of this action by written consent may be substituted or used in lieu of the original
writing for any and all purposes for which the original writing could be used. This action by
unanimous written consent shall be filed with the minutes of the proceedings of the board of
directors of the Company.



                                                         Date:




a5a5b157-19fe-47fd-a60b-c014790c8056.doc
                                           Exhibit A

                                           WARRANT




a5a5b157-19fe-47fd-a60b-c014790c8056.doc

				
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posted:6/27/2012
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