Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Exmovere Holdings, Inc. | exmo_8k.htm |
| EX-10.2 - RESOLUTION BY THE BOARD OF DIRECTORS - Exmovere Holdings, Inc. | exmo_ex102.htm |
EXHIBIT 10.1
EXMOVERE
HOLDINGS, INC.
WRITTEN
CONSENT BY SHAREHOLDERS
REMOVAL
OF DIRECTOR
In lieu
of a special meeting of shareholders of Exmovere Holdings, Inc., a corporation
duly organized in the state of Delaware (the “Company”), the undersigned,
representing both a quorum and a holder of the majority of the shares of the
Company, take the following actions by written consent; said actions to have the
same full force and effect as if adopted at a meeting duly held and
called;
WHEREAS, on November 20, 2009,
the Company and Horizon Health International Corp. (“Horizon”) having an address
in North Vancouver BC, Canada, entered into a Definitive Agreement (the
“Agreement”) with a term of fifteen (15) years;
WHEREAS, Delbert Blewett is
the President of Horizon;
WHEREAS, pursuant to the
Agreement, Horizon was required to make certain payments to the Company and
Horizon failed to make the first payment and also failed to make two subsequent
payments and currently owes Exmovere over $520,000;
WHEREAS, the Company sent
Horizon notice of default and thereafter informed Horizon that the Company would
not cancel the Agreement and after receipt of the notice of default, without
Exmovere’s knowledge or consent, Delbert Blewett as President of Horizon issued
a press release on February 24, 2010 stating that it had cancelled the Agreement
and failed to disclose the default;
WHEREAS, Delbert Blewett’s
current position as President of Horizon is a conflict of interest with his
duties as Director of the Company;
WHEREAS, pursuant to Section 10 of Article
III of the Bylaws, one or more or all the Directors of the Company may be
removed with or without cause at any time by the shareholders, at a special
meeting of the shareholders called for that purpose, unless the Certificate of
Incorporation provides that Directors may only be removed for cause and if a
Director was elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove that
Director;
WHEREAS, the Company’s
Articles of Incorporation do not provide that a Director be removed only for
cause; and
WHEREAS, pursuant
to Section 8 of Article II of the Bylaws, any corporate action, other than the
election of Directors, the affirmative vote of the majority of shares entitled
to vote on that matter and represented either in person or by proxy at a meeting
of
shareholders
at which a quorum is present shall be the act of the shareholders of the
Company.
NOW THEREFORE, BE IT RESOLVED
THAT, Delbert Blewett is hereby removed as a Director of the
Company.
IN WITNESS WHEREOF, we have
each executed this Written Consent of the Shareholders in Lieu of Special
Meeting, which may be signed in one or more counterparts, each of which when
taken together shall constitute one and the same instrument effective as of the
date first executed below.
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/s/
David Bychkov
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April
9, 2010
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David
Bychkov
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Date
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/s/
Cheyenne Crow
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April
9, 2010
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Cheyenne
Crow
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Date
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