Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K (AMENDMENT N0. 1) - ONE Holdings, Corp. | t68594_8ka.htm |
| EX-10.08 - EXHIBIT 10.08 - ONE Holdings, Corp. | ex10-08.htm |
| EX-10.07 - EXHIBIT 10.07 - ONE Holdings, Corp. | ex10-07.htm |
| EX-10.10 - EXHIBIT 10.10 - ONE Holdings, Corp. | ex10-10.htm |
| EX-10.14 - EXHIBIT 10.14 - ONE Holdings, Corp. | ex10-14.htm |
| EX-10.15 - EXHIBIT 10.15 - ONE Holdings, Corp. | ex10-15.htm |
| EX-10.09 - EXHIBIT 10.09 - ONE Holdings, Corp. | ex10-09.htm |
| EX-10.04 - EXHIBIT 10.04 - ONE Holdings, Corp. | ex10-04.htm |
EXHIBIT
10.11
UNANIMOUS WRTTEN
CONSENT
OF THE DIRECTORS
OF
ONE BIO,
CORP.
The
undersigned, being the all of the Directors of ONE Bio, Corp., a Florida
corporation (the "Corporation”), in lieu of
holding a special meeting of the Directors of the Corporation and pursuant to
the Florida Corporation Law take the following action by written consent,
without a meeting, waiving all notice of such meeting:
RESOLVED, that the Board deems it to be in the best interest of
the Corporation and its stockholders to enter into, approve, authorize and
ratify that certain Share Purchase Agreement dated April 14,
2010 with Min Zhao (our director and president of our CHE business unit),
pursuant to which, among other things, (i) the Corporation shall acquire from
Mr. Zhao 1,632,150 shares of common stock of Green Planet Bioengineering, Co.,
Ltd. (“Green Planet”) owned by Mr. Zhao in consideration for 1,300,000 shares of
the Corporation’s restricted common stock, (ii) the number of shares of the
Corporation’s common stock issuable to Mr. Zhao is subject to adjustment as set
forth in said agreement, (iii) Mr. Zhao has agreed to a lock-up and leak-out
period as further defined in this agreement. Also at the same time
the Corporation received from a certain Green Planet shareholder 1,216,184
shares of common stock of Green Planet, thereby increasing the Corporation’s
ownership of Green Planet to approximately 92.5% of the issued and outstanding
common stock of Green Planet; and it is further
RESOLVED, that the Board deems it to be in the best interest of
the Corporation and its stockholders to enter into, approve, authorize and
ratify that certain agreement with Green Planet, dated April 14, 2010,
pursuant to which, among other things, (i) that certain Amended and Restated
Green Planet Preferred Stock Purchase Agreement made effective as of June 17,
2009, between the Corporation and Green Planet (“Amended and Restated GP
Preferred Stock Agreement”) was cancelled, (ii) the Corporation agreed to return
to Green Planet the 5,101shares of Green Planet preferred stock that were issued
to the Corporation pursuant to the Amended and Restated GP Preferred Stock
Agreement, and (iii) Green Planet agreed to returned to the Corporation the
1,004,808 shares of the Corporation’s common stock that the Corporation
issued to Green Planet pursuant to the Amended and Restated GP Preferred Stock
Agreement; and it is further
RESOLVED, that the Board deems it to be in the best interest of
the Corporation and its stockholders to enter into, approve, authorize and
ratify that certain Option Agreement dated April 14, 2010, with Green Planet
pursuant to which, among other things, (i) Green Planet granted to the
Corporation an option to acquire 100% of the stock of Elevated Throne Overseas
Ltd. (“Elevated throne”), Green Planet’s 100% owned BVI subsidiary, (ii) in the
event the Corporation exercises said Option, the closing of the transaction will
be subject to the approval of Green Planet’s stockholders, (iii) as
consideration for the Corporation’s exercise of said Option, the
Corporation will be required to (a) convert the $1,700,000 loan the Corporation made to Elevated Throne on or
about January 19, 2010, into an equity investment in Elevated Throne, (ii)
convert the $300,000 loan the Corporation
made to Green Planet on or about September 1, 2009, into a $300,000 equity
investment in Elevated Throne, (iii) certain Convertible Note Purchase Agreement
between the Corporation and Green Planet
dated on or about September 1, 2009, will be cancelled and (iv) certain 10%
Convertible Bridge Loan Note Due September 1, 2010, in the principal amount of
$300,000 from Green Planet to the Corporation will
be cancelled; and it is further
Page 1 of
3
RESOLVED, that the Board
hereby accepts the resignation of Cris Neely as a member of the Corporation’s
Audit Committee in order to satisfy the requirements of listing the
Corporation’s stock on a senior exchange and the Board hereby appoints Jan E.
Koe to serve as a member of the Corporation’s Audit Committee to serve until his
successor is duly elected and qualified; and it is further
RESOLVED, that the Corporation
prepare and file with the SEC a Form 8-K to disclose the events set forth in the
foregoing resolutions, a copy of which Form 8-K attached hereto and is hereby
approved and that the proper officers and Directors be, and hereby are,
authorized and empowered to file said Form 8-K with the SEC; and it is
further
RESOLVED, that the appropriate
officers of the Corporation be, and they hereby individually are, authorized and
empowered in the name and on behalf of the Corporation, to make or cause to be
made, and to execute and deliver, all such additional agreements, documents,
instruments and certifications and to do or cause to be done all such acts and
things, and to take all such steps, and to make all such payments and
remittances, as any one or more of such officers may at any time or times deems
necessary or desirable in order to carry out the full intent and purposes of the
foregoing resolutions; and it is further
RESOLVED, that the actions
taken by this Consent shall have the same force and effect as if taken by the
undersigned at a special meeting of the Directors of the Corporation duly called
and constituted pursuant to the laws of the State of Florida and the
Corporation’s By-laws; and it is
RESOLVED, that this Consent may be executed in two or more
counterparts, each of which shall be deemed an original for all purposes, and
together shall constitute one and the same consent notwithstanding that all
parties are not signatory to the same counterpart. The delivery of
copies of this Consent and of signature pages by electronic mail or facsimile
transmission shall constitute effective execution and delivery of this Consent
as to the parties and may be used in lieu of the original Consent for all
purposes. Signatures of the parties transmitted by electronic mail or
facsimile shall be deemed to be their original signatures for all
purposes.
[The
remainder of this page is blank. The executions are on the following
page.]
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3
EXECUTION
PAGE FOR THE
UNANIMOUS
WRITTEN CONSENT OF
THE
BOARD OF DIRECTORS OF
ONE
BIO, CORP.
IN WITNESS WHEREOF, the
undersigned directors of the Corporation duly executed this Written Consent
effective as of 14th day
of April, 2010.
| /s/ Marius Silvasan | /s/ Michael Weingarten | ||
|
Marius
Silvasan
|
Michael
Weingarten
|
||
| /s/ Cris Neely | /s/ Min Zhao | ||
|
Cris
Neely
|
Min
Zhao
|
||
| /s/ Qingsheng Fan | /s/ James Fernandes | ||
|
Qingsheng
Fan
|
James
Fernandes
|
||
| /s/ Frank Klees | /s/ Jan E. Koe | ||
|
Frank
Klees
|
Jan
E. Koe
|
||
| /s/ John Perkins | |||
|
John
Perkins
|
BEING ALL OF THE DIRECTORS
OF THE CORPORATION
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