REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 8, 2023 (the “Execution Date”), is entered into by and between Meso Numismatics, Inc., an Nevada corporation with its principal executive office at 433 Plaza Real Suite 275, Boca Raton, FL, 33432 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • December 13th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of December 8, 2023 (the “Execution Date”), is entered into by and between Meso Numismatics, Inc., an Nevada corporation with its principal executive office at 433 Plaza Real Suite 275, Boca Raton, FL, 33432 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).
MEMBER FINRA/SIPCPlacement Agent Agreement • December 13th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec • Texas
This letter (the “Agreement”) constitutes the agreement between ICON Capital Group, LLC, a Texas limited liability company (“ICG” or the “Placement Agent”) and Meso Numismatics, Inc., a Nevada corporation (the “Company” or “MSSV”), who hereby agrees to sell shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock” or the “Securities”) in an Offering of up to $10,000,000 directly to GHS Investments LLC (the “Investor”) through the Placement Agent, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the Securities. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the Investor, (and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Investor or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company
LOAN AGREEMENTLoan Agreement • April 14th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec
This Loan Agreement (the “Agreement”) is made effective as of the 30th day of December 2021, by and between Meso Numismatics Inc. a Nevada Corporation (the “Borrower”) and Lender/Investor (“Lender”) a limited liability corporation. (The Borrower and Lender sometimes may be referred to as the “Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 19th, 2021 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Stock Purchase Agreement (the “Agreement”), is made as of this 22nd day of June, 2021 between Meso Numismatics Inc., a Nevada corporation having its principle place of business at 433 Plaza Real Suite 275, Boca Raton, Florida,33432 USA (“MSSV”), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“GSCG”) and Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and as an individual residing in Miami Florida (“BN referred to herein as Seller) (MSSV, GSCG and BN referred to herein as Party or Parties).
LOAN AGREEMENT.Loan Agreement • April 14th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec
This Loan Agreement (the “Agreement”) is made effective as of the 20th day of September, 2021 (“Agreement Execution Date”), by and between Meso Numismatics Inc., a Nevada corporation (the “Borrower”), and Investor (Lender”). (The Borrower and Lender sometimes may be referred to as the “Parties”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 12th, 2018 • Meso Numismatics, Inc. • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 21st day of November, 2016 (the “Effective Date”), by and between PURE HOSPITALITY SOLUTIONS, INC., a Nevada corporation (the “Nevada Corporation”), and MESO NUMISMATICS, CORP., a Florida corporation (the “Florida Corporation”). Each of the Florida Corporation and Nevada Corporation may be referred to individually as a “Party” and collectively as the “Parties”.
PREFERRED STOCK REPURCHASE AGREEMENTPreferred Stock Repurchase Agreement • November 29th, 2019 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Preferred Stock Repurchase Agreement (this “Agreement”) dated as of November 26, 2019, among Meso Numismatics Inc. (“MESO” or the “Company”) on the one hand and E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd. on the other hand (each a “Preferred Stockholder” and collectively, the “Preferred Stockholders”).
THIRD POST CLOSING AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 18th, 2020 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Third Post Closing Amendment Assignment and Assumption Agreement is entered into as of September 16, 2020 (the “Amendment”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 801 Brickell, Miami, FL 33133 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its principal place of business at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor, Assignee, Global and BN individually a “Party” and together the “Parties).
EXCHANGE AGREEMENTExchange Agreement • November 29th, 2019 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Exchange Agreement (this “Agreement”) is made and entered into as of ___________, 2019 by and among Meso Numismatics, Inc., a Nevada corporation, with offices located at 433 Plaza Real Suite 275 Boca Raton, Florida 3432, (the “Issuer”), and _____________(the “Holder”).
POST CLOSING AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 26th, 2019 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Post Closing Amendment Assignment and Assumption Agreement is entered into as of December 23, 2019 (this “Amendment”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 801 Brickell, Miami, FL 33133 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its principal place of business at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor, Assignee, Global and BN individually a “Party” and together the “Parties).
DEBT RESTRUCTURE AGREEMENTDebt Restructure Agreement • April 14th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This DEBT RESTRUCTURE AGREEMENT (this “Agreement”) is made effective as of December 7, 2020 (the “Effective Date”) by and between Investor (the “Note Holder”) and Meso Numismatics, Inc., a Nevada corporation (the “Company”).
SECOND POST CLOSING AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 24th, 2020 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Second Post Closing Amendment Assignment and Assumption Agreement is entered into as of April 22,2020 (this Second Amendment”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 801 Brickell, Miami, FL 33133 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its principal place of business at 14750 NW 17th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor, Assignee, Global and BN individually a “Party” and together the “Parties).
DEBT RESTRUCTURE AGREEMENTDebt Restructure Agreement • April 14th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This DEBT RESTRUCTURE AGREEMENT (this “Agreement”) is made effective as of December 7, 2020 (the “Effective Date”) by and between Investor (the “Note Holder”) and Meso Numismatics, Inc., a Nevada corporation (the “Company”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 29th, 2019 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Assignment and Assumption Agreement is entered into as of November 27, 2019 (this “Agreement”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 801 Brickell, Miami, FL 33133 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its principal place of business at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor, Assignee, Global and BN individually a “Party” and together the “Parties).
FIFTH POST CLOSING AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 24th, 2021 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Fifth Post Closing Amendment Assignment and Assumption Agreement is entered into as of June 22, 2021 (the “Amendment”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 777 Brickell, Suite 500 Miami, FL 33131 (“Assignor”) and Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”) and acknowledged by Stem Cells Group Inc. a Florida Corporation having its principal place of business at Datran Center 9100 S Dadeland Boulevard, Suite 1500, Miami FL 33156 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor and Assignee, individually a “Party” and together the “Parties).
FOURTH POST CLOSING AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 16th, 2021 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This Fourth Post Closing Amendment Assignment and Assumption Agreement is entered into as of March 12, 2021 (the “Amendment”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 777 Brickell, Suite 500 Miami, FL 33131 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its principal place of business at Datran Center 9100 S Dadeland Boulevard, Suite 1500, Miami FL 33156 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor, Assignee, Global and BN individually a “Party” and together the “Parties).
DEBT RESTRUCTURE AGREEMENTDebt Restructure Agreement • April 14th, 2023 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
This DEBT RESTRUCTURE AGREEMENT (this “Agreement”) is made effective as of December 7, 2020 (the “Effective Date”) by and between Investor (the “Note Holder”) and Meso Numismatics, Inc., a Nevada corporation (the “Company”).
BINDING LETTER OF INTENTBinding Letter of Intent • November 29th, 2019 • Meso Numismatics, Inc. • Retail-retail stores, nec
The present document is a Binding Letter of Intent (“Binding LOI”) between Meso Numismatics Group Inc., a Nevada corporation having its principle place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Pubco), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in GSCG (“Transaction”) under the following terms and conditions:
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • December 12th, 2018 • Meso Numismatics, Inc. • New York
THIS DEBT SETTLEMENT AGREEMENT (this “Agreement”) is entered into and effective as of June 30, 2017 (the “Effective Date”) by and between PURE HOSPITALITY SOLUTIONS, INC., a Nevada corporation (the “Company”) and Meso Numismatics, Corp., a Florida corporation (hereinafter “Meso”). Each of the Company and Meso may be referred to individually as a “Party” and collectively as the “Parties”.
PROFESSIONAL SERVICES CONSULTING AGREEMENTProfessional Services Consulting Agreement • August 19th, 2021 • Meso Numismatics, Inc. • Retail-retail stores, nec • Nevada
THIS PROFESSIONAL SERVICES CONSULTING AGREEMENT (“Agreement”) is made as of [June 15th, 2021] (“Effective Date”), by and between Enterprise Technology Consulting. (“Consultant”), and, Meso Numismatics, Inc. (“Client”). Consultant and Client may be referred to each individually as a “Party” and collectively as the “Parties.”
