UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 1,2017

 

Vet Online Supply, Inc.

(Exact name of Company as specified in its charter)

 

 

 

 

Florida

000-55787

47-099750

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

 

Identification Number)

 

10 Prairie View Drive

Plains, MT  59859

 

 

(Address of principal executive offices)

 

 

 

Phone: (442) 222-4425

 

 

(Company’s Telephone Number)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

1

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On December 1,2017, Vet Online Supply Inc.  ("the Company") entered into an Employment Agreement with Mr. Edward J. Aruda with regard to being appointed as the new Chief Executive Officer, President, Secretary, Treasurer and Member of the Board of Directors for Vet Online Supply, Inc. Mr. Aruda will receive a monthly salary of $5,000.00 to be paid at the end of each month. Amounts unpaid will accrue annual interest of 6%, and in addition will


receive 25,000,000 shares of restricted common stock upon signing of this agreement. Further, at the end of the first 12 months the EMPLOYEE will receive $75,000 of restricted common shares of the company at fair market value.  The term of the Consulting Agreement is for two years; renewable upon mutual consent. 

On December 1, 2017 Vet Online Supply Inc.  ("the Company") entered into an Employment Agreement with Mr. Nathan E. Lewis with regard to being appointed as the new Chief Operations Officer and Member of the Board of Directors for Vet Online Supply, Inc. Mr. Lewis will receive a monthly salary of $5,000.00 to be paid at the end of each month. Amounts unpaid will accrue annual interest of 6%, and in addition will receive 25,000,000 shares of restricted common stock upon signing of this agreement. Further, at the end of the first 12 months the EMPLOYEE will receive $75,000 of restricted common shares of the company at fair market value.  The term of the Consulting Agreement is for two years; renewable upon mutual consent. 

 

 

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On December1, 2017, by written consent of the stockholders of the Control Shares the employment of Mr. Daniel Rushford was terminated as the Chief Executive Officer, President, Secretary, Treasurer and Director. The termination of Mr. Rushford was not due to any disagreements with the Company on any matter relating to its operations, policies or practices.

 

On December 1, 2017, by written consent of the stockholders of the Control Shares, Mr. Matthew Scott was terminated and removed from the Board of Directors. The termination of Mr. Scott was not due to any disagreements with the Company on any matter relating to its operations, policies or practices.

 

On Dwecember 1, 2017, by written consent of the stockholders of the Control Shares Mr. Samuel Berry was terminated and removed from the Board of Directors. The termination of Mr. Berry was not due to any disagreements with the Company on any matter relating to its operations, policies or practices.

 

On December 1, 2017 by written consent of the stockholders of the Control Shares, Mr. Nathan Edward Lewis was appointed to the Board of Directors.  For accepting the position of Director, Mr. Lewis will receive 25,000,000 Shares of the Company’s Common Stock, valued at $0.05 per share.  Additionally, Mr. Lewis will be paid $500 for each board meeting at which he is physically present.

 

On December 1, 2017, the Board of Directors appointed Mr. Edward J. Aruda as the Chief Executive Officer, President, Secretary and Treasurer.  For accepting the position of CEO and Director, Mr. Aruda will receive 25,000,000 Shares of the Company's Common Stock, valued at PAR per share.  Additionally, Mr. Aruda will be paid $500 for each board meeting at which he is physically present.

  Mr. Lewis:

 

As a member of the Board of Directors for Vet Online Supply, Mr. Lewis is 43 years old, and will act as the new Chief Operating Officer for Vet Online Supply, Inc.. Mr. Lewis ha extensive experience in the management of several


companies. Nathan brings 18 years of successful knowledge, resources and expertise to enhance Vet Online Supply’s growth plan in delivering quality products and services to the veterinary industry in the USA. Nathan is a veteran and served in the U.S Army from which he was honorably discharged.


Item 9.01 Financial Statements and Exhibits

 

 (d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K:

 

Exhibit No.

Description

 

10.1

Employment Agreement, Nathan Lewis

Filed herewith

10.2

Employment Agreement, Edward Aruda

Filed herewith

10.3

Director Appointment Agreement, Nathan Lewis

Filed herewith

10.4

Shareholder’s Resolution removing Directors

Filed herewith

10.5

Shareholders Resolution Appointing Directors

Filed herewith

 

FORWARD LOOKING STATEMENTS

 

Certain statements in this Current Report Form 8-K may contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this Current Report Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company’s expectations, beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included in this Current Report Form 8-K are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.

 

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.

 

Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. We can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company, or any person that the future events, plans, or expectations contemplated by our company will be achieved.

 

We caution against placing undue reliance on forward-looking statements, which contemplate our current beliefs and are based on information currently available to us as of the date a particular forward-looking statement is made. Any and all such forward-looking statements are as of the date of this Current Report Form 8-K. We undertake no obligation to revise such forward-looking statements to accommodate future events, changes in circumstances, or changes in beliefs, except as required by law. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that particular forward-looking statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements may appear in the Company’s public filings with the SEC, which are available to the public at the SEC’s website at www.sec.gov.

 

 

 

2

 

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Vet Online Supply, Inc.

 

 

 

 

 

Date: December 1, 2017

By:

/s/Edward J. Aruda

 

 

 

Edward J. Aruda

 

 

 

CEO and Chairman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMPLOYEE AGREEMENT

This Agreement is dated this 1st day of December 2017 by and between Nathan E. Lewis, (the “EMPLOYEE”) whose principal address is located at 4373 71 st Ave. N, Pinellas Park, FL 33781 and Vet Online Supply, Inc. ( the "Company"), a Florida company doing business in California, located at 10 Prairie View Drive, Plains MT 59859; and is hereinafter referred to as the (“Company”).

 

I

RECITALS

 

A. COMPANY desires to enter into a consulting agreement with EMPLOYEE wherein EMPLOYEE will accept to continue to hold the position Member of the Board of Directors, and its new Director of Sales & Marketing for the COMPANY.

 

B. COMPANY and EMPLOYEE have reviewed this agreement and any documents delivered pursuant hereto, and have taken such additional steps and reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement. 

 

C. Each of the parties hereto desires to make certain representations, warranties and agreements in connection herewith and also to describe certain conditions hereto. 

 

II

AGREEMENT

 

Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Job Description: As a Director the EMPLOYEE will participate in the election of members to the Board and will be part of all meetings and discussions.  

 

Thee Chief Operating Officer (“COO”) will report directly to the Chief Executive Officer and is responsible for assisting the CEO in implementing all company policy. In addition, the COO will oversea all marketing efforts on behalf of the Company, liason between the CEO and the Company’s vendors.

 

2. Term: The term of this agreement is for a period of two years; renewable with mutual consent. 

 

3. Compensation:  


a. Fee/Commission: EMPLOYEE will receive a monthly salary of $5,000.00 to be paid at the end of each month. Amounts unpaid will accrue annual interest of 6%.  

 

b. Stock: The EMPLOYEE will receive 3,750,000 shares of restricted common stock upon signing of this agreement, and at the end of the first 12 months the EMPLOYEE will receive $75,000 of restricted common shares of the company at fair market value.  

 

c. Expenses: The COMPANY will pay the costs and expenses of EMPLOYEE directly related to his performance of his position or tasks herein for internet, Cellular and supplies. The Company agrees to lend one of its fleet vehicles at no cost, as well as pay for insurance and mileage. 

 

 

4. Confidentiality:  

 

a. This Agreement. The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent jurisdiction.  

 

b. Proprietary Information. EMPLOYEE agrees and acknowledges that during the course of this agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of COMPANY. 

 

Such confidential and/or proprietary information includes but is not limited to the following of COMPANY, its agents, contractors, EMPLOYEEs and all affiliates: corporate and/or financial information and records of COMPANY or any client, customer or associate of COMPANY; information regarding artists or others under contract, or in contact with, COMPANY; customer information; client information; shareholder information; business contacts, investor leads and contacts; EMPLOYEE information; documents regarding COMPANY’s website and any COMPANY product, including intellectual property.

 

 

EMPLOYEE represents and warrants to COMPANY that he will not divulge confidential, proprietary information of COMPANY to anyone or anything without the advance, express consent of COMPANY, and further will not use any proprietary information of COMPANY for his or anyone else's gain or advantage during and after the term of this agreement.

 

5. Further Representations and Warranties: EMPLOYEE acknowledges that this is a consulting position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.


6. Survival of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

 

7. Termination: This agreement is expressly “at will” and can be terminated by COMPANY for any reason, after reasonable notice and opportunity to correct any alleged deficiencies. EMPLOYEE may request a hearing of the full Board of Directors to defend himself against any attempt of COMPANY to terminate this Agreement. Any final determination of termination must be made by majority vote of the COMPANY Board of Directors (after such a hearing, if requested). EMPLOYEE must give at least 30 days notice if he intends to resign.

III

MISCELLANEOUS PROVISIONS

 

1. Expenses: Each party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations under this Agreement.

 

2. Indemnification: Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.

 

3. Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person or sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return receipt requested, addressed to the applicable party as the address as follows:

 

 

COMPANY: Vet Online Supply Inc.  

10 Prairie View Drive  

Plains, MT 59859

 

EMPLOYEE: Nathan E. Lewis  

4373 71 st Ave. N

Pinellas Park, FL 33781

 

4. Breach: In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.


5. Assignment: This Agreement is assignable only with the written permission of COMPANY.  

 

6. Amendment: This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties. All attachments hereto, if any, are deemed to be a part hereof.

 

7. Interpretation: This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of Montana applicable to contracts made to be performed entirely therein.

 

8. Enforcement: If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Montana. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorneys fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent jurisdiction within  Montana

 

9. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

 

 

/s/ Nathan E. Lewis

 

December 1, 2017

Nathan E. Lewis, EMPLOYEE

 

Date

 

/s/ Edward J. Aruda

 

December 1, 2017

Edward J. Aruda, CEO and Chairman

 

Date

 

EMPLOYEE AGREEMENT

This Agreement is dated this 28 th day of August, 2017 by and between Edward Aruda, (the “EMPLOYEE”) whose principal address is located at 10 Prairie View Dr., Plains MT 95859, and Vet Online Supply, Inc. ( the "Company"), a Florida company doing business in California, located at 10 Prairie View Drive, Plains, MT 59859; and is hereinafter referred to as the (“Company”).

 

I

RECITALS

 

A. COMPANY desires to enter into a consulting agreement with EMPLOYEE wherein EMPLOYEE will accept to continue to be the position Chairman of the Board, and its new Director of Sales & Marketing for the COMPANY.

 

B. COMPANY and EMPLOYEE have reviewed this agreement and any documents delivered pursuant hereto, and have taken such additional steps and reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement. 

 

C. Each of the parties hereto desires to make certain representations, warranties and agreements in connection herewith and also to describe certain conditions hereto. 

 

II

AGREEMENT

 

Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

Job Description: The Chief Executive Officer is responsible for leading the development and execution of the Company's long-term strategy with a view to creating shareholder value. The CEOs leadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company's long and short-term plans. The CEO acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The CEO also communicates on behalf of the Company to shareholders, employees, government authorities, other stakeholders and the public. More specifically, the duties and responsibilities of the CEO include the following: 1. to lead, in conjunction with the Board, the development of the Company’s strategy; 2. to lead and oversee the implementation of the Company's long and short term plans in accordance with its strategy; 3.   to ensure the Company is appropriately organized and staffed and to have the authority to hire and terminate staff as necessary to enable it to achieve the approved strategy; 4. ensure that expenditures of the Company are within the authorized annual budget of the Company; 5. to assess the principal risk of the Company and to ensure that these risks are being monitored and managed;  6.  to ensure effective internal controls and management information systems are in place; 7. to ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully and ethically; 8. to ensure that the Company maintains high standards of corporate citizenship and social responsibility


wherever it does business;  9.  to act as a liaison between management and the Board; 10.  to communicate effectively with shareholders, employees, government authorities, other stakeholders and the public:

1. Term: The term of this agreement is for a period of two years; renewable with mutual consent. 

 

2. Compensation:  

 

a. Fee/Commission: EMPLOYEE will receive a monthly salary of $5,000.00 to be paid at the end of each month. Amounts unpaid will accrue annual interest of 6%.  

 

b. Stock: The EMPLOYEE will receive 25,000,000 shares of restricted common stock upon signing of this agreement, and at the end of the first 12 months the EMPLOYEE will receive $75,000 of restricted common shares of the company at fair market value. Note: The EMPLOYEE currently holds 138,750,000 restricted common shares. Any stock previously held by the EMPLOYEE will be cancelled and returned to treasury, inclusive of 138,750,000 shares of Common Stock and 20,000 Preferred Series B Shares. 

 

c. Expenses: The COMPANY will pay the costs and expenses of EMPLOYEE directly related to his performance of his position or tasks herein for internet, Cellular and supplies. The Company agrees to lend one of its fleet vehicles at no cost, as well as pay for insurance and mileage. 

 

 

3. Confidentiality:  

 

a. This Agreement. The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent jurisdiction.  

 

b. Proprietary Information. EMPLOYEE agrees and acknowledges that during the course of this agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of COMPANY. 

 

Such confidential and/or proprietary information includes but is not limited to the following of COMPANY, its agents, contractors, EMPLOYEEs and all affiliates: corporate and/or financial information and records of COMPANY or any client, customer or associate of COMPANY; information regarding artists or others under contract, or in contact with, COMPANY; customer information; client information; shareholder information; business contacts, investor leads and contacts; EMPLOYEE information; documents regarding COMPANY’s website and any COMPANY product, including intellectual property.

 

 

EMPLOYEE represents and warrants to COMPANY that he will not divulge confidential, proprietary information of COMPANY to anyone or anything without the advance, express consent


of COMPANY, and further will not use any proprietary information of COMPANY for his or anyone else's gain or advantage during and after the term of this agreement.

 

5. Further Representations and Warranties: EMPLOYEE acknowledges that this is a consulting position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

 

6. Survival of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

 

7. Termination: This agreement is expressly “at will” and can be terminated by COMPANY for any reason, after reasonable notice and opportunity to correct any alleged deficiencies. EMPLOYEE may request a hearing of the full Board of Directors to defend himself against any attempt of COMPANY to terminate this Agreement. Any final determination of termination must be made by majority vote of the COMPANY Board of Directors (after such a hearing, if requested). EMPLOYEE must give at least 30 days notice if he intends to resign.

III

MISCELLANEOUS PROVISIONS

 

1. Expenses: Each party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations under this Agreement.

 

2. Indemnification: Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.

 

3. Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person or sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return receipt requested, addressed to the applicable party as the address as follows:

 

COMPANY: Vet Online Supply Inc.  

10 Prairie View Dr.

Plains MT 59859


EMPLOYEE: Edward Aruda  

10 Prairie View Dr.

Plains MT 59859

 

 

4. Breach: In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.

 

5. Assignment: This Agreement is assignable only with the written permission of COMPANY.  

 

6. Amendment: This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties. All attachments hereto, if any, are deemed to be a part hereof.

 

7. Interpretation: This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of Montana as applicable to contracts made to be performed entirely therein.

 

8. Enforcement: If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Montana. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorneys fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent jurisdiction within  Montana.

 

9. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.


/s/Edward J. Aruda

 

December 1, 2017

Edward J. Aruda, EMPLOYEE

 

Date

 

/s/Edward J. Aruda

 

December 1, 2017

Edward J. Aruda, Chairman of the Board

 

Date

 

Vet Online Supply Inc. ("VTNL")

PROSPECTIVE DIRECTOR'S AGREEMENT

 

 

The undersigned Proposed Director ("the undersigned") agrees, if elected by shareholders (or appointed by the Board to fill a vacancy), to serve on the above company's Board of Directors from December 1, 2017 to the date of the Shareholders' Annual Meeting in the next calendar year.

 

In exchange for serving in this capacity, the undersigned is hereby granted restricted common shares of VTNL pursuant an Employment Agreement at a price of PAR Value per share. These shares are restricted and cannot be sold or otherwise transferred by the undersigned except as provided by law, and in no event, prior to the maturity date of six (6) months.

 

The undersigned agrees to remain a Director of the company for the time period above.   If he or she does not serve as a Director for the first six (6) months from the time period above (unless due to an Act of God or his/her long-term incapacitation), then the undersigned agrees to return all of the shares listed above to the Company immediately upon his/her resignation or dismissal from the Board.  The Company will not dismiss the undersigned without cause, and with notice and an opportunity for the undersigned to be heard by the Board first.

 

The undersigned is entitled to $500.00 for each Directors meeting that he/she physically attends and as arranged for any tele-conference meeting, meeting-without-notice proceeding, or other official meeting or action of the Board (such as the consideration and passage of a Board Resolution) for which he/she signs a Waiver of Notice and Consent.

 

The undersigned pledges his best efforts and promises to conduct himself in a professional manner in carrying out the duties as a Director of the company.  The undersigned promises not to divulge to others and will not use confidential or proprietary information of VTNL for his/her or anyone else's gain (during or after the time in which the undersigned is a company Director).  Unless as otherwise approved in advance by the VTNL Board of Directors, the undersigned promises that he or she will not serve as a director, officer, employee, agent or consultant to any competing business enterprise of VTNL's during the time in which he or she is a Director of the company.

 

It is understood that the company does not have errors and omissions insurance for management as of the date of this Agreement, however, the company will obtain such insurance, upon reasonably adequate terms, as soon as it can afford it.


   The company will pay the reasonable expenses of the undersigned in carrying out his duties as a Director; however, any expenses in excess of $25.00 must be approved in advance by the company.  Except to the extent not allowed by Montana law, the company hereby holds the undersigned harmless from liability to the company, its shareholders and any third parties for acts and omissions while a Director of the company and further agrees to indemnify and defend the undersigned in the event of any action taken by the company, its shareholders or third parties against the undersigned in his or her position as Director of the company.

 

1

 

Any disputes arising from this Agreement not resolved by the parties in a good faith, timely manner shall be arbitrated within Sanders County, Montana under the rules and procedures of the American Arbitration Association. Attorney fees and costs are to be awarded to the prevailing party.

 

Dated the 1 st day of December 2017.

 

/s/ Edward J. Aruda                                                                                 /s/Nathan E. Lewis  

Edward Aruda, Chairman                                                                     Proposed Director – Nathan E. Lewis

 

Written Consent

In Lieu Of A Meeting

Of

The Stockholders

Of

Vet Online Supply Inc.

Removal of Board Members

 

The Undersigned, being the holder of 100% of the outstanding shares of Series B Voting Preferred Stock

(the “ Control Shares ”) of Vet Online Supply, Inc. a Florida corporation (the “ Corporation ”), in accordance with the provisions of section 607.0808 of the Florida Business Corporations act, hereby adopt the following resolution with the same force and effect as if presented to and adopted at a regular meeting of the stockholders of the Corporation, duly called and held on December 1, 2017:

 

Whereas, The Series B Voting Preferred Stock shall have the right to vote the shares on any matter requiring shareholder approval on the basis of 4 times the votes of all the issued and outstanding shares of common stock, as well as any issued and outstanding preferred stock.

 

WHEREAS, 607.0902 of the Florida Business Corporation Act states that, “As used in this section, “control shares” means shares that, except for this section, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power: (a) One-fifth or more but less than one-third of all voting power. (b) One-third or more but less than a majority of all voting power. (c) A majority or more of all voting power.”

 

WHEREAS , the vote of the Control Shares is sufficient to remove certain members of the Board of Directors of the Corporation because the Articles of Incorporation of the Corporation do not require cumulative voting for the election of directors or require the concurrence of more than two-thirds of the voting power of the issued and outstanding stock entitled to vote in order to remove one or more directors from office;  


WHEREAS , the Control Shares Stockholder believe it is in the best interest of the Corporation and the stockholders to remove Samuel Berry, Matthew Scott, and Daniel Rushford, from the Board of Directors of the Corporation, effective immediately.  

 

NOW, THERFORE, IT IS  

 

RESOLVED , that Samuel Berry, be, and hereby is, removed from the board of directors of the corporation, effective immediately;

 

RESOLVED , that Matthew Scott, be and hereby is, removed from the board of directors of the corporation, effective immediately;  

 

RESOLVED , that Daniel Rushford, be and hereby is, removed from the board of directors of the corporation effective immediately;  

 

RESOLVED, that this Written Consent may be executed in one or more counterparts, which taken together, shall constitute one legally binding Written Consent.  

 

RESOLVED , that when fully executed, these resolutions be filed with the Secretary of the Corporation and inserted into the minute books of the Corporation;  

 

IN WITNESS OF WHEREOF , the following have executed their written consent as of the date first written above.  

 

CONTROL SHARES STOCKHOLDER:

VET ONLINE SUPPLY, INC.

 

/s/Edward J. Aruda

Name: Edward J. Aruda

Number of Shares Voted: 20,000 Shares of Series B Voting Preferred Stock

!00% of Issued and Outstanding Series B Voting Preferred Stock

 

Written Consent

In Lieu Of A Meeting

Of

The Stockholders

Of

Vet Online Supply Inc.

Appointment of Board Members

 

The Undersigned, being the holder of 100% of the outstanding shares of Series B Voting Preferred Stock

(the “ Control Shares ”) of Vet Online Supply, Inc. a Florida corporation (the “ Corporation ”), in accordance with the provisions of section 607.0808 of the Florida Business Corporations act, hereby adopt the following resolution with the same force and effect as if presented to and adopted at a regular meeting of the stockholders of the Corporation, duly called and held on December 1, 2017:

 

Whereas, The Series B Voting Preferred Stock shall have the right to vote the shares on any matter requiring shareholder approval on the basis of 4 times the votes of all the issued and outstanding shares of common stock, as well as any issued and outstanding preferred stock.

 

WHEREAS, 607.0902 of the Florida Business Corporation Act states that, “As used in this section, “control shares” means shares that, except for this section, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power: (a) One-fifth or more but less than one-third of all voting power. (b) One-third or more but less than a majority of all voting power. (c) A majority or more of all voting power.”

 

WHEREAS , the vote of the Control Shares is sufficient to appoint certain members of the Board of Directors of the Corporation because the Articles of Incorporation of the Corporation do not require cumulative voting for the election of directors or require the concurrence of more than two-thirds of the voting power of the issued and outstanding stock entitled to vote in order to appoint one or more directors;  


WHEREAS , the Control Shares Stockholder believe it is in the best interest of the Corporation and the stockholders to appoint Nathan Edward Lewis to the position of Director, effective immediately.  

 

NOW, THERFORE, IT IS  

 

RESOLVED , that Nathan Edward Lewis, be, and hereby is, appointed to the board of directors of the corporation, effective immediately;

 

RESOLVED, that this Written Consent may be executed in one or more counterparts, which taken together, shall constitute one legally binding Written Consent.  

 

RESOLVED , that when fully executed, these resolutions be filed with the Secretary of the Corporation and inserted into the minute books of the Corporation;  

 

IN WITNESS OF WHEREOF , the following have executed their written consent as of the date first written above.  

 

CONTROL SHARES STOCKHOLDER:

VET ONLINE SUPPLY, INC.

 

/Edward J. Aruda/

Name: Edward J. Aruda

Number of Shares Voted: 20,000 Shares of Series B Voting Preferred Stock

!00% of Issued and Outstanding Series B Voting Preferred Stock