FII Approval MOU- Netherlands by thefunded



                            MEMORANDUM OF UNDERSTANDING

The present Memorandum of Understanding (“MoU”) is entered into as of the date set forth on the
signature page hereto (the “Effective Date”), by and between Founder Institute, Incorporated, a
Delaware corporation (“FII”), and the individual whose name is listed on the signature pages hereto

FII and Founder signed a Founder Agreement (“Agreement”) on [•] attached hereto as Exhibit A.
With reference to Clause 2 of the Agreement, the Founder wishes to incorporate a Dutch company in
the form of a [insert structure of Dutch company/partnership]. FII hereby approves the proposed
company structure as the structure of the Founder Company (as defined in the Agreement), provided
that if and when the Founder Company is selected by FII to participate in the Bonus Pool (as defined
in the Agreement), Founder shall (i) convert Founder Company's structure to a Dutch private or public
company with limited liability, a "BV" or an "NV", as soon as reasonably possible following its
election to the Bonus Pool, (ii) issue a Warrant in favor of FII within five (5) business days of its
conversion in the form attached as Exhibit B (“Warrant”) and deliver FII duly and validly executed
Board of Directors as well as General Shareholders Meeting resolutions in the forms attached hereto
respectively as Exhibit C and Exhibit D authorizing the issuance of the Warrant, and any other
corporate or other resolutions that may be required to that effect, all in form and substance acceptable
to and agreed by FII.

The present MoU is governed by the laws of the Netherlands and is subject to the exclusive
jurisdiction of the courts of [Insert jurisdiction of the companies registry where the company is

Founder Institute, Incorporated                      Founder

_________________________                            _________________________


          EXHIBIT A

       Founder Agreement


        EXHIBIT B

       Form of Warrant


                   EXHIBIT C

       Form of Board of Directors Resolution


                        EXHIBIT D

       Form of General Shareholders Meeting Resolution


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