EXHIBIT 10.1


 


WRITTEN CONSENT OF DIRECTORS
TO CORPORATE ACTION


WITHOUT MEETING OF PHI GROUP,
INC.


TO EXTEND REPURCHASE OF COMMON
STOCK


 


A Wyoming Corporation


 


The undersigned members of Board
of Directors of PHI GROUP, INC., a Wyoming corporation (the “Corporation”), constitute a quorum and by their signatures below,
hereby approve the following resolutions and consent to their adoption, without a formal meeting of that Board of Directors (the “Board”),
pursuant to Title 17-16-821 of the Wyoming Statues on this 25th day of June 2021.


 


WHEREAS,
on December 28, 2020, the Company’s Board of Directors passed a corporate resolution to extend the time period for the repurchase
of its own shares of common stock from the open market from time to time in accordance with the terms mentioned below:


 


	1.	Purpose of Repurchase: To enhance future shareholder returns.
	2.	Details of Repurchase:


 


	 	a.	Class of shares to be repurchased: Common Stock of PHI Group, Inc.
	 	b.	Total number of repurchasable shares: Up to 15 billion shares, or more as may be needed.
	 	c.	Total repurchase amount: To be determined by prevalent market prices at times of transaction.
	 	d.	Methods of repurchase: Open market purchase and/or negotiated transactions.
	 	e.	Repurchase period: As soon as possible until June 30, 2021.
	 	f.	
    The Company
    intends to fund the proposed share repurchase program with the proceeds from
    the disposal of a portion of certain non-core assets and from anticipated revenues of the Company.

	 	g.	The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s noteholders.


 


WHEREAS,
in light of the continued adverse effects due to the global coronavirus pandemic as well as the Company’s current corporate priorities,
its Board of Directors has determined that it is in the best interests of the Company and its shareholders to further extend the Common
Stock repurchase period to December 31, 2021.


 


BE
IT RESOLVED that the Corporation is authorized to repurchase its own shares of common stock from the open market from time to time
in accordance with the terms mentioned below:


 


	1.	Purpose of Repurchase: To enhance future shareholder returns.
	2.	Details of Repurchase:


 


	 	a.	Class of shares to be repurchased: Common Stock of PHI Group, Inc.
	 	b.	Total number of repurchasable shares: Up to twenty-five billion shares, or as many as economically practical.
	 	c.	Total repurchase amount: To be determined by prevalent market prices at times of  transaction.
	 	d.	Methods of repurchase: Open market purchase and/or negotiated transactions.
	 	e.	Repurchase period: As soon as possible and from time to time until December 31, 2021.
	 	f.	
    The Company
    intends to fund the proposed share repurchase program with the proceeds from
    the disposal of certain non-core assets and from other anticipated sources of income of the Company.

	 	g.	The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s noteholders.






 


FURTHER
RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and directed
to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf
of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in the best interests of the Company
to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby (as conclusively evidenced by the taking
of such actions or the execution and delivery of such instruments and documents, as the case may be) and all action heretofore taken by
such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed
in all respects as the act and deed of the Company.


 


By their signatures below, the
above resolutions have been duly authorized and adopted by the Company’s Board of Directors.


 


Dated: June 25, 2021


 


	/s/ Frank Hawkins	 	/s/ Henry D. Fahman
	Frank Hawkins, Director 	 	Henry D. Fahman, Director