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FII Form of EGSM Brussels

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					[insert company name]
[insert company address]
Enterprise number [insert enterprise number]




 Minutes of the Extraordinary General Shareholders Meeting held on the [*] of [*] 20[*]




                                        BUREAU


The meeting is opened at [*], and chaired by [*].

The Chairman designates [*] as teller and [*] as secretary.

Both accept their nomination.


                            COMPOSITION OF THE ASSEMBLY


The names of the shareholders that are present or represented, as well as the number of
titles held by each shareholder are mentioned on the presence list attached to these
Minutes as Exhibit A.

The list is duly signed by all the shareholders or their representatives and by all the
members of the assembly.

The entire capital being represented, the assembly can validly deliberate and decide
without having to justify the achievement of the formalities relating to the convocations.


                                        AGENDA


The shareholders present or represented decide unanimously to cover the following
agenda:

       1   Study of the special report drafted by the Board of Directors concerning the
           issuance of a warrant to Founder Institute, Incorporated (“FII”) and the audit
           report concerning the special report;

       2   Deliberation about the issuance of such warrant;

       3   Miscellaneous.


                            DELIBERATION AND RESOLUTIONS


The shareholders deliberate about the report drafted by the Board of Directors. This
report is attached to these Minutes as Exhibit B.

The external audit report that, in accordance with article 596 of the Belgian Corporate
Code, states that the special report of the Board of Directors reflects the financial


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situation of the company in a correct way and that it is sufficient to inform the General
Shareholders Meeting about the issuance of the Warrant is attached hereto as Exhibit C.

The general meeting adopts the following resolutions:


FIRST AND SOLE RESOLUTION

The shareholders agree unanimously to issue a warrant to FII, subject to the terms and
conditions as set forth in the document attached hereto as Exhibit D (“Warrant”).

The main characteristics of these terms and conditions are the following:

   -   The Warrant entitles FII to subscribe up to that number of shares that equals
       three and a half percent (3.5%) of the company’s Fully-Diluted Capitalization (as
       defined in the Warrant), which shall be measured as of immediately following the
       last closing of the next Qualified Equity Financing (as defined in the Warrant).

   -   FII will be free to exercise the Warrant at any other moment within the five years
       following the issuance date or not to exercise it at all.

   -   If FII decides to exercise the Warrant at any other moment, then the Fully-Diluted
       Capitalization of the company shall be measured at the corresponding exercise
       date.

   -   The Warrant is issued to FII at no cost and will be exercisable, in whole or in part,
       during the five years following the issuance date.

   -   The subscription price for the shares shall be the subscription price per share of
       the shares of the company paid by the investors in the next Qualified Equity
       Financing (as defined in the Warrant), provided, however, that if FII elects to
       exercise the Warrant at another moment, then the subscription price for the
       shares shall be the quotient obtained by dividing € 1,000,000 by the Fully-Diluted
       Capitalization of the company (as defined in the Warrant) at that moment.

                                           *
                                       *       *


All the points of the agenda being covered and the Warrant being issued, the assembly is
closed at [*].




                                      The Chairman




The Secretary                                                                    The Teller




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                                         Exhibit A

      Presence list of the Extraordinary General Shareholders Meeting held on [*] 20[*]




                                          Number          Represented         Signatures
Name of the shareholder                   of shares       by


[*]                                       [*]             [*]

[*]                                       [*]             [*]




Number of shares represented              [*]




Total of shares
                                          [*]




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                                      Exhibit B

                            Report of the Board of Directors




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                                        Exhibit C

       External audit report concerning the special report of the Board of Directors




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                                      Exhibit D

                                       Warrant




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