REPRESENTATIONS AND WARRANTIES OF BUYER 4. Section 4.01 Authorization of Transactions. 4 Section 4.02 Governmental Approvals; Non-contravention. 5 Section 4.03 Investment Representations. 5 Section 4.04 Brokers. 6
REPRESENTATIONS AND WARRANTIES OF BUYER 4. Section 4.01 Authorization of Transactions. 4 Section 4.02 Governmental Approvals; Non-contravention. 4 Section 4.03 Investment Representations. 5 Section 4.04 Brokers. 7 Section 5.01 General Indemnification. 7 Section 5.02 Procedures for Indemnification. 7 Section 5.03 Payment. 7 Section 5.04 Effect of Knowledge on Indemnification. 7 Section 6.01 Notices. 8 Section 6.02 Attorneys’ Fees 8 Section 6.03 Amendments; No Waivers; No Third-Party Beneficiaries. 9 Section 6.04 Expenses. 9 Section 6.05 Further Assurances. 9 Section 6.06 Successors and Assigns; Benefit. 9 Section 6.07 Governing Law; Etc. 10 Section 6.08 Survival. 10 Section 6.10 Severability. 11 Section 6.11 Entire Agreement. 11 Section 6.12 Specific Performance. 11 Section 6.13 Construction. 11 Section 6.14 Counterparts. 11 This Equity Exchange Agreement (this “Agreement”) is entered into as of March 31, 2022 (the “Closing Date”), by and among BioStem Technologies, Inc., a Florida corporation (the “Company”) and Axxxxx Xxx Xxxxx (“Creditor”). The Company and Creditor may be collectively referred to herein as the “Parties” and individually as a “Party.”
REPRESENTATIONS AND WARRANTIES OF BUYER 4. Section 4.01 Authorization of Transactions 4 Section 4.02 Governmental Approvals; Non-contravention 5 Section 4.03 Investment Representations 5 Section 4.04 Brokers 6 Section 5.01 General Indemnification 6 Section 5.02 Procedures for Indemnification 6 Section 5.03 Payment 6 Section 5.04 Effect of Knowledge on Indemnification 7 Section 6.01 Notices 7 Section 6.02 Attorneys’ Fees 8 Section 6.03 Amendments; No Waivers; No Third-party Beneficiaries 8 Section 6.04 Expenses 8 Section 6.05 Further Assurances 8
REPRESENTATIONS AND WARRANTIES OF BUYER 4. 1 Organization 4.2 Corporate Power and Authority 4.3 Capitalization 4.4 The Buyer's Shares 4.5 Consents and Approvals 4.6 No Conflicts 4.7 Subsidiaries 4.8 SEC Documents; Financial Statements and Cash 4.9 Liabilities
REPRESENTATIONS AND WARRANTIES OF BUYER 4. 1 Organization; Authority Relative to this Agreement 37 4.2 No Conflict 37 4.3 Consents and Approvals 38 4.4 Litigation 38 4.5 Investment Representation 39 4.6 Finders 39 4.7 No Reliance 39 ARTICLE V - ADDITIONAL AGREEMENTS 5.1 Conduct of Business of the Company 39 5.2 Forbearance by the Company 41 5.3 Investigation of Business and Properties 44 5.4 Confidentiality 45 5.5 Subsequent Events 47 5.6 HSR Filings 47 5.7 Expenses 48 5.8 Public Announcements 48 5.9 Efforts to Consummate 49 5.10 Pre-Closing Affiliate Transactions 49 5.11 Further Assurances 50 5.12 Preparation of Financial Statements 50 5.13 No Solicitation 51 5.14 Veritus Service Agreement 51 ARTICLE VI - EMPLOYEES AND EMPLOYEE MATTERS 6.1 Company Employees 52 6.2 Employee Incentive Plans 52 6.3 Administration 53 6.4 Severance Plan 54
REPRESENTATIONS AND WARRANTIES OF BUYER 4. 1. Corporate 4.2. Authority 4.3. No Violation 4.4. No Brokers or Finders 4.5. Investment Representations 4.6. Buyer's Business Investigation 4.7. Knowledge of Buyer 4.8. Sufficient Financing
REPRESENTATIONS AND WARRANTIES OF BUYER 4. Section 5.1. Organization; Good Standing; Qualification 4 Section 5.2. Authority of Buyer; Binding Effect 5 Section 5.3. Consents and Approvals 5 Section 5.4. Brokers 5
