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-10.11 - EXHIBIT 10.11 - ONE Holdings, Corp. | ex10-11.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
10.15
UNANIMOUS
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS OF
GREEN
PLANET BIOENGINEERING CO. LTD.
The
undersigned, being all of the Directors (the “Board of Directors”)
of Green Planet Bioengineering Co. Ltd., a Delaware corporation (the “Corporation”),
pursuant to the provisions of the Delaware Corporation Law, in lieu of holding a special meeting of the board of
directors hereby agree and consent to and take the following action, without a meeting, waiving
all notice of such meeting:
RESOLVED, that the Board has
determined that it is in the best interest of the Corporation and its
shareholders to ratify, agree, approve, authorize
and direct that the Corporation enter into that certain agreement dated
April 14, 2010, with One Bio, Corp. (“One Bio”) 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 One Bio (“Amended and
Restated GP Preferred Stock Agreement”) shall be cancelled, (ii) One Bio
returned to the Corporation the 5,101shares
of the Corporation’s preferred stock that
the Corporation had issued to One Bio
pursuant to the Amended and Restated GP Preferred Stock Agreement, and (iii)
the Corporation returned to One Bio the
1,004,808 shares of One Bio common stock that had been issued to the Corporation pursuant to the Amended and
Restated GP Preferred Stock Agreement; and it is further
RESOLVED, that the Board has determined that it is in the
best interest of the Corporation and its shareholders to ratify, agree, approve, authorize and direct that the
Corporation enter into that certain Option Agreement dated April 14,
2010, with One Bio, Corp. pursuant to which among other things, (i) the
Corporation will grant to One Bio an option to
acquire 100% of the stock of Elevated Throne Overseas Ltd. (“Elevated
Throne”), the Corporation’s 100% owned BVI subsidiary, (ii) in the event One Bio
exercises this option, the closing of the transaction will be subject to the
approval of our stockholders, (iii) as consideration for One Bio’s exercise of
this Option, One Bio will be required to (a) convert the $1,700,000 loan
One Bio made to the Corporation on or about
January 19, 2010, into an equity investment in Elevated Throne, (b) convert the
$300,000 loan One Bio made to the
Corporation on or about September 1, 2009, into a $300,000 equity investment in
Elevated Throne, (iii) that certain Convertible Note Purchase Agreement between
One Bio and the Corporation
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 the Corporation to One
Bio shall be cancelled; and it is further
RESOLVED, that the Corporation
shall file a Form 8-K to report the transactions authorized by the foregoing
resolution; and it is further
RESOLVED, that the appropriate
officers of the Corporation are hereby authorized, empowered and directed to
take any action to prepare and execute, for and on behalf of the Corporation,
and to deliver and file any and all applications, covenants, powers of
attorneys, consents to service of process, permits, licenses, qualifications and
exemptions, and to execute, acknowledge, verify and publish all such
applications, reports and resolutions, and all other papers and instruments
which may be required in their opinion, as conclusively evidenced by their
execution and delivery of same, by any state securities or other blue sky laws,
or any state or other regulatory body, for the purpose of effecting the
foregoing resolutions; and that the appropriate officers of the Corporation take
any and all further action that they deem necessary or advisable in order to
maintain such registrations in effect for as long as they may deem to be in the
best interest of the Corporation; and that any resolutions required to be
adopted in order to effect the foregoing resolutions are hereby adopted; and it
is further
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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 delivery of copies of this Consent and of the
signature page by electronic mail or facsimile transmission shall constitute
effective execution and delivery of this Consent as to the party and may be used
in lieu of the original Consent for all purposes. The signature of the
director transmitted by electronic mail or facsimile shall be deemed to be his
original signature for all purposes; and it is further
RESOLVED, that all prior
actions of the directors and the officers of the Corporation, or any of them, in
connection with any of the above matters are hereby ratified, confirmed and
approved in all regards; and it is further
RESOLVED, that the action
taken by this Consent shall have the same force and effect as if taken by the
undersigned at a special meeting of the Board of Directors of the Corporation
duly called and constituted pursuant to the By-laws of the Corporation and the
laws of the State of Delaware; and it is further
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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EXECUTION
PAGE FOR THE
UNANIMOUS
WRITTEN CONSENT OF
THE
BOARD OF DIRECTORS OF
GREEN
PLANET BIOENGINEERING, CO., LTD.
IN WITNESS WHEREOF, the
undersigned directors of the Corporation duly executed this Written Consent
effective as of the 14th day
of April, 2010.
| /s/ Zhao Min | /s/ Zhen Min Yan | ||
|
Zhao
Min,
Director
|
Zhen
Min Yan,
Director
|
||
| /s/ Chan Jian Min | /s/ Ou Shanyan | ||
|
Chan
Jian Min,
Director
|
Ou
Shanyan,
Director
|
||
| /s/ Jianrong Zheng | |||
|
Jianrong
Zheng,
Director
|
BEING
ALL OF THE DIRECTORS OF THE CORPORATION
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