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FII+-+Form+of+Board+Consent+_Warrant+Issuance___PALIB2_4670118_1_

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					                                           [INSERT NAME OF COMPANY]

              ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
                                   DIRECTORS

        Pursuant to Section 141(f) of the Delaware General Corporation Law and the bylaws of
[insert name of company], a Delaware corporation (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
stockholders to issue Founder Institute, Incorporated a warrant to purchase shares of the Company’s
capital stock, 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’s capital stock purchasable upon
          exercise of the Warrant (the “Warrant Stock”) and any Common Stock issuable upon
          conversion thereof are hereby set aside and reserved for issuance.

          RESOLVED FURTHER: That the Warrant Stock and any Common Stock 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 Certificate of Incorporation,
          and the issuance of such shares of capital stock is hereby approved.

          RESOLVED FURTHER: That the exercise price per share of the Warrant Stock set forth
          in the Warrant is hereby approved and deemed to be fair and reasonable to the Company’s
          stockholders.

          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 state and federal securities laws
          in connection with the issuance of the securities contemplated hereby.




036975b9-dc7d-47e4-8792-5fc42f2e11fb.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)




036975b9-dc7d-47e4-8792-5fc42f2e11fb.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:




036975b9-dc7d-47e4-8792-5fc42f2e11fb.DOC
                                           Exhibit A

                                           WARRANT




036975b9-dc7d-47e4-8792-5fc42f2e11fb.DOC

				
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posted:6/25/2011
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