EX-10.1 2 rmco_ex101.htm WRITTEN CONSENT TO ACTION BY SHAREHOLDERS rmco_ex101.htm

EXHIBIT 10.1

 

WRITTEN CONSENT OF SHAREHOLDERS

IN LIEU OF MEETING

 

WHEREAS, the undersigned, being shareholders (the “Shareholders”) of Royalty Management Holding Corporation, a Delaware corporation (the “Company”), who own 9,947,073 shares of Class A Common Stock (the “Common Stock”), representing 66.7% of the total Common Stock outstanding on the record date of November 25, 2024, and deem it appropriate to vote all of their shares of Common Stock in favor of waiving all requirements as to notice of meeting and hereby consent and agree to the adoption of the resolutions set forth below in lieu of taking such action at a formal special meeting, pursuant to §228 of Chapter 1 of the Delaware General Corporation Law:

 

NOW, THEREFORE, BE IT RESOLVED, that the following actions are hereby taken:

1.      The Company shall change its domestication from the State of Delaware, where the Company is currently domiciled, to the State of Florida, and the Company shall refile any organizational documents, including the Company’s By-Laws, to reflect and effect this change.

 

2.      The Company is approved to engage CM3 Advisory for the 2024 year-end audit.

 

3.      Thomas Sauve, current Chairman of the Board of Directors of the Company, will resign as Chairman, but remain as Director of the Company.  Furthermore, the Company shall appoint D. Joshua Hawes as Chairman of the Board of Directors, which Mr. Hawes has accepted.

 

4.      The number of Directors on the Board of Directors of the Company has expanded to be five individuals from the current four.  Benjamin Wrightsman has been replaced as Director of the Company with W. Benjamin Kincaid, which Mr. Kincaid has accepted.  Mr. Kincaid will serve as the Chairman of the Nominating Committee of the Board of Directors and serve as member of the Board’s Compensation Committee and Audit Committee.

 

5.      The remaining Directors of the Company, specifically Ms. Griffith and Mr. Smith, have been appointed for another term.

 

 

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IN WITNESS WHEREOF, the undersigned, being Shareholders of the Company holding no less than a majority of the outstanding common shares of the Company, hereby execute this Written Consent of Shareholders in Lieu of Meeting.

 

Dated: As of November 25, 2024.

 

American Acquisition Ventures LLC

 

 

By:  /s/ Thomas M. Sauve

 

Liberty Hill Capital Management LLC

 

 

By:  /s/ Kirk P. Taylor

Name:  Thomas M. Sauve

 

Name:  Kirk P. Taylor

Title: President of the Sole Member

 

Title: Manager

 

 

 

First Frontier Capital LLC

 

 

By:  /s/ Thomas M. Sauve

 

White River Holdings LLC

 

 

By:  /s/ Mark C. Jensen

Name:  Thomas M. Sauve

 

Name:  Mark C. Jensen

Title: Manager

 

Title: Manager

 

 

 

Homewood Holdings LLC

 

 

By:  /s/ Mark J. LaVerghetta

 

Midwest General Investment Co. LLC

 

 

By:  /s/ Mark C. Jensen

Name:  Mark J. LaVerghetta

 

Name:  Mark C. Jensen

Title: Manager

 

Title: Manager

 

 

 

White River Ventures LLC

 

 

By:  /s/ Thomas M. Sauve

 

T Squared Partners LP

 

 

By:  /s/ Mark C. Jensen

Name:  Thomas M. Sauve

 

Name:  Mark C. Jensen

Title: Manager

 

Title: Manager of the General Partner

 

 

 

Company Receipt Acknowledged:

 

 

 

 

 

/s/ Thomas M. Sauve

 

 

Date: November 25, 2024

 

 

Chief Executive Officer & Director

 

 

 

 

 

 

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