Integumen Limited -And- INTEGUMEN INC. -And- ENHANCE SKIN PRODUCTS INC. -And- DONALD NICHOLSON -And- DR SAMUEL S. ASCULAI ASSET PURCHASE AGREEMENT EVERSHEDS One Earlsfort Centre Earlsfort Terrace Dublin 2

 

EXECUTION VERSION

 

DATED October 1, 2016

 

Integumen Limited

 

-And-

 

INTEGUMEN INC.

 

-And-

 

ENHANCE SKIN PRODUCTS INC.

 

-And-

 

XXXXXX XXXXXXXXX

 

-And-

 

XX XXXXXX X. XXXXXXX

 

ASSET PURCHASE AGREEMENT

 

EVERSHEDS

Xxx Xxxxxxxxx Xxxxxx

Xxxxxxxxx Xxxxxxx

Xxxxxx 0

 

   
 

 

THIS AGREEMENT is made on          2016

 

BETWEEN:

 

1. ENHANCE SKIN PRODUCTS INC., a corporation incorporated in the State of Nevada, with Company Registration Number NV20061008677, having its registered office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, XX 00000, Xxxxxx Xxxxxx of America (the “Seller”);
   
2. INTEGUMEN INC., a corporation incorporated in the State of Delaware, with Company Registration Number 6108396, having its registered office at Corporation Trust Centre, 1209 Orange Street, Wilmington, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, Xxxxxx Xxxxxx of America (the “Purchaser”, which is a wholly owned subsidiary of Integumen);
   
3. INTEGUMEN LIMITED a limited liability company incorporated in England and Wales, with Company Registration Number 10205396, having its registered address Sand Xxxxxx Applied Innovation Campus, Sand Xxxxxx, York, North Yorkshire, YO41 1LZ, England (the “Integumen”);
   
4. XXXXXX XXXXXXXXX of 00 Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxxx X0 0XX, Xxxxxx Xxxxxxx; and
   
5. XX XXXXXX X. XXXXXXX, of 00 XxXxxx Xxxxxx, XX 13, Toronto, Xxxxxxx, X0X 0X0, Xxxxxx,
   
  (together the “Parties” and each individually a “Party”).

 

WHEREAS:

 

A. The Seller is the legal and beneficial owner of the Business Assets, as defined below.
   
B. The Purchaser has agreed with the Seller to purchase the Business Assets on the terms and conditions set out in this Agreement.
   
C. As consideration for the Business Assets, the Purchaser will assume certain liabilities of the Seller and Integumen, the Purchaser’s holding company, shall issue shares in Integumen to the Seller.
   
D. Integumen is the holding company of the Purchaser and has guaranteed obligations of Purchaser.

 

   
 

 

IT IS NOW HEREBY AGREED AS FOLLOWS:

 

1 DEFINITIONS AND INTERPRETATION
   
1.1 In this Agreement, unless the context requires otherwise, the following words and expressions shall have the following meanings:

 

  “AIM Regulations”  

means the regulations published by the London Stock Exchange, as amended from time to time, in relation to the regulation of companies whose shares are traded on the alternative investment market (“AIM Market”) of the London Stock Exchange;

 

  “Announcement”  

means any public announcement, circular or other communication concerning the transactions contemplated by this Agreement, or about, or containing information about the terms, subject matter or existence of this Agreement or any matter arising out of or ancillary to this Agreement including the parties’ performance of their obligations under or in connection with this Agreement and any dispute between the parties in respect of this Agreement or any such matters arising out of or ancillary to it;

 

  “Anti-Bribery Laws”  

means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws which relate to anti-bribery and/or anti-corruption;

 

  “Assumed Liabilities”  

means the cash elements of

 

    (i) the liabilities or obligations set out in Schedule 1 of the Seller’s Disclosure Letter provided however, that such liabilities shall not exceed an aggregate sum of £315,000; and
       
    (ii) such other liabilities or obligations as the Purchaser and Seller jointly determine, in writing, are Assumed Liabilities;

 

  “Breach”   means:

 

  (i)

in relation to a Seller Warranty, any instance of any Seller Warranty being untrue or misleading in any respect; or

     
  (ii) in relation to an Integumen Warranty, any instance of any Integumen Warranty being untrue or misleading in any respect,

 

   
 

 

     

in either case subject to any such matter having been Disclosed and to any applicable provisions and/or limitations set out in Schedule 10;

 

  “Business Assets”  

means all property, rights and assets of the Seller to be sold to the Purchaser pursuant to this Agreement as described in Clause 2, including all those items brief particulars of which are set out in Schedule 6;

 

  “Business Contracts”  

means all Contracts entered into by or on behalf of the Seller in connection with, or relating to, the Business Assets in the ordinary and proper course of the Business which are unperformed (wholly or partly) as at the Transfer Date, as listed in Schedule 3 and including customer and supplier contracts, computer contracts, leasing and hire agreements and licences of Intellectual Property Rights and Know How but excluding employment contracts with Employees, contracts relating to the ownership or occupation of the Property;

 

  “Business Day”  

means any day other than a Saturday, Sunday or public or bank holiday in England and/or Wales when the banks are open for normal banking business in London;

 

  “Business Information”  

means all information (whether or not confidential and whether written, oral, in electronic form or any other media, but excluding Business Know How) that is used in or in any way relates to (i) all or any part of the Business and Business Assets (ii) any products manufactured and/or sold or services rendered by the Business (iii) the operations, management, administration or financial affairs of the Business (including business plans and forecasts) and (iv) the sale or marketing of any of the products manufactured and/or sold or services rendered by the Business;

 

  “Business Intellectual Property”  

means all Intellectual Property Rights owned by the Seller and used in connection with the Business as at the Transfer Date (including those listed in Schedule 4);

 

   
 

 

  “Business Know How”  

means that Know How owned by the Seller and used in connection with the Business;

 

  “Business Rights”  

means the benefits of all rights, entitlements and claims (whether actual, prospective or contingent) to which the Seller is entitled in relation to any Business Assets (including the benefit of any warranty, condition, guarantee, indemnity or policy of insurance) as at the Transfer Date;

 

  “Business”  

means the business of the development and commercialisation of a range of consumer and professional use skin care products carried on by the Seller under its name, or any other trading or business name, as at the Transfer Date;

 

  “Claims”  

means any Warranty Claim or Tax Warranty Claim and “Claim” shall be construed accordingly;

 

  “Code”  

means the Internal Revenue Code of 1986, as amended;

 

  “Companies Act”  

means the Companies Xxx 0000, as amended;

 

  “Completion”  

means completion of the sale and purchase in accordance with Clause 4;

 

  “Conditions to Completion”  

means the conditions set out in Part 1 of Schedule 2;

 

  “Confidential Information”  

means all Know How used in or relating to the Business and Business Assets and all Business Information, in each case, which is not publicly known;

 

  “Consideration Shares”  

means the ordinary shares with a par value of £1.00 each in the capital of Integumen, credited as fully paid, to be allotted and issued to the Seller at Completion, in accordance with Clause 5;

 

  “Consideration”  

means an aggregate sum equal to £3,030,000 to be paid by the Purchaser and/or Integumen to the Seller as consideration for the sale of the Business Assets, in the manner set out in Clause 5.2;

 

   
 

 

  “Continuing Provisions”   means:

 

    (i) Clause 1;

       
    (ii) Clause 3.7;
       
    (iii) Clause 3.8;
       
    (iv) Clause 3.9;
       
    (v) Clause 10;
       
    (vi) Clause 11;
       
    (vii) Clause 16;
       
    (viii) Clause 18;
       
    (ix) Clause 19.4;
       
    (x) Clause 19.5;
       
    (xi) Clause 19.8;
       
    (xii) Clause 19.9;
       
    (xiii) Clause 19.11;
       
    (xiv) Clause 19.14;
       
    (xv) Clause 19.15; and
       
    (xvi) Clause 19.16;

 

  “Contract”  

means any agreement or commitment whether conditional or unconditional and whether by deed, under hand, oral or otherwise;

 

  “Costs”  

means all costs (on a full indemnity basis) including legal and other professional costs and costs of enforcement;

 

  “Covenantors”  

means Xxxxxx Xxxxxxxxx and Xx Xxxxxx X. Xxxxxxx and “Covenantor” means any one of them;

 

  “CTA 2010”  

means Corporation Tax Xxx 0000;

 

  “Customer Advances”  

means all amounts paid to the Seller before the Transfer Date in respect of goods or services to be supplied by the Business to a customer under a Business Contract after the Transfer Date;

 

   
 

 

  “Disclosed”   means fully, fairly, specifically and accurately disclosed to the Purchaser, Integumen or Seller, as the case may be, in either the Seller’s Disclosure Letter, Seller’s Supplemental Disclosure Letter, Integumen’s Disclosure Letter or Integumen’s Supplemental Disclosure Letter, as the case may be, and in such a manner that, in the context of the disclosures contained in the Seller’s Disclosure Letter, Seller’s Supplemental Disclosure Letter, Integumen’s Disclosure Letter or Integumen’s Supplemental Disclosure Letter:

 

  (i)

the significance of the information disclosed and its relevance to a particular Warranty ought reasonably be able to be appreciated by the warrantee, taking into account the paragraphs or subject matters in relation to which the information was disclosed; 

     
  (ii) there is not omitted from the information disclosed any information which would have the effect of rendering the information so disclosed misleading in any respect;
     
  (iii) in the context of any document treated as disclosed by the Seller’s Disclosure Letter, Seller’s Supplemental Disclosure Letter, Integumen’s Disclosure Letter, Integumen’s Supplemental Disclosure Letter, as the case may be, the matter disclosed is reasonably apparent from the terms of the document; and
     
  (iv) nothing disclosed by the warrantor to the warrantee other than in the Seller’s Disclosure Letter or Integumen’s Disclosure Letter, as the case may be, shall constitute disclosure for the purposes of this Agreement;

 

  “Disclosure Documents”   means:

 

  (i) 

with respect to Seller’s Disclosure Letter or Seller’s Supplemental Disclosure Letter, the bundles of disclosure documents collated by or on behalf of the Seller and specifically referenced in Seller’s Disclosure Letter or Seller’s Supplemental Disclosure Letter; or 

     
  (ii) with respect to Integumen’s Disclosure Letter or Integumen’s Supplemental Disclosure Letter, the bundles of disclosure documents collated by or on behalf of Integumen and specifically referenced in Integumen’s Disclosure Letter or Integumen’s Supplemental Disclosure Letter;

 

   
 

 

  “EC Treaty”  

means the Treaty on the functioning of the European Union 2009;

 

  “EHS Law”  

means all applicable law (whether criminal, civil or administrative), common law, judgment, court order, statute, statutory instrument, regulation, directive, decision, by-law, treaty, government circular, code of practice and guidance notes, or instruction or decision of any competent regulatory body in force from time to time relating to EHS Matters;

 

  “EHS Matters”  

means all or any matters relating to the pollution or protection of the Environment or harm to or the protection of human health and safety or the health of animals and plants or energy efficiency or reduction or emissions trading;

 

  “EHS Permits”  

means all or any permits, consents, licences, approvals, certificates, permissions, registrations, notifications, qualifications, filings, exemptions and other authorisations including any conditions thereof required by EHS Law for the operation of the Business or the condition or use of the Property;

 

  “Encumbrance”   means any type of encumbrance or security interest of any nature and shall include, without limitation, the following:

 

   (i)

any mortgage, charge (whether fixed or floating), lease, assignment, hypothecation, pledge, lien, option, right of pre-emption, right of retention, or right to acquire or right to restrict or any other form of security interest or right or interest or encumbrance of whatsoever nature or any obligation (including any conditional obligation) to create any of them;

     
  (ii) any option or right of pre-emption or first refusal or right to acquire or other type of preferential right (including reservation of title);
     
  (iii) any guarantee, indemnity or security in respect of the obligations of any other person;
     
  (iv) any rights pursuant to a hire purchase, lease or instalment purchase agreement; and
     
  (v) any adverse claim or right or third party right;

 

   
 

 

  “Enhance Loan Note”  

means the loan note issued by the Seller to Integumen, on 7 July 2016, pursuant to which Integumen made a loan to the value of $100,000 available to the Seller on the terms set out in the loan note;

 

  “Environment”  

means the natural and man-made environment including all or any of the following media: air (including air within natural or man-made structures above or below ground), water (including territorial, coastal and inland waters, ground water and water in drains and sewers), and land (including surface land, sub-surface land, seabed and river bed under water), and any living organisms (including man) or systems supported by those media;

 

  “EURIBOR”  

means: 

 

  (i)

the percentage rate per annum equal to the offered quotation which appears on the page of the Reuters Screen which displays an average rate of the European Banking Federation for the euro (currently pages 248-249) for three months at 11.00am (Brussels time) on the quotation date or, if such page or service ceases to be available, such other page or other service for the purpose of displaying an average rate of the European Banking Federation agreed by the parties; or 

     
  (ii) if no quotation for the relevant period is displayed and the parties have not agreed an alternative service on which a quotation is displayed, the arithmetic mean (rounded upwards to four decimal places) of the rates at which each of the Panel Banks was offering to prime banks in the European interbank market for term deposits in the euro of an equivalent amount for such period at 11.00am (Brussels time) on the quotation date;

 

   
 

  

  “Excluded Assets”  

means the shares of Enhance Skin Products (Canada) Limited;

 

 

“Excluded Liabilities”

 

  

means any and all costs, liabilities or expenses, of whatever nature, of the Seller or associated with the Business Assets, which are not Assumed Liabilities or Interim Costs;

 

  “Goodwill”  

means the goodwill of the Business and the exclusive right of the Purchaser to carry on the Business under the name “Enhance” and/or “Visible Youth” and to represent itself as carrying on the Business in succession to the Seller;

 

  “Hazardous Substance”  

means any matter, whether alone or in combination with any other matter, capable of causing harm to man or any other living organism or damaging to the Environment or public health or welfare, including radioactive matter, ozone depleting substances, asbestos containing materials and genetically modified organisms;

 

  “Indemnities”  

means the indemnities given by the Seller pursuant to this Agreement and in particular in Clause 10;

 

  “Indemnity Claim”  

means a claim for a breach of the Indemnity set out in Clause 10;

 

  “Insider”  

means any member of the Seller’s Group, any person who is or was at the relevant time a director of the Seller, or any person who is or was at the relevant time connected (as defined in Section 1122 CTA 2010) with the Seller, any member of the Seller’s Group or any such director;

 

  “Integumen Accounts Date”  

means 30 June 2016;

 

  “Integumen Accounts”  

means the management accounts of Integumen in respect of the period commencing on date of Integumen’s incorporation up to 30 June 2016; 

 

   
 

 

  “Integumen Agreed Claims”

means an Integumen Warranty Claim the liability for which has been agreed by the Seller and Integumen or determined by a court of competent jurisdiction;

 

  “Integumen Warranties”

means the warranties given by Integumen on the date of this Agreement, pursuant to Clause 6.9, and repeated on the Transfer Date, in accordance with Clause 6.10, and “Integumen Warranty” means any one of them;

 

  “Integumen Warranty Claim”

means a claim for a Breach of the Integumen Warranties;

 

  “Integumen’s Disclosure Letter”

means the letter having the same date as this Agreement from Integumen to the Seller qualifying the Integumen Warranties;

 

  “Integumen’s Group”

means in respect of Integumen, its parent undertakings, its subsidiary undertakings and the subsidiary undertakings of any of its parent undertakings from time to time and “Integumen Group Company” will be construed accordingly;

 

 

“Integumen’s Supplemental Disclosure Letter”

 

means the letter as of the Transfer Date from Integumen to the Seller qualifying the Integumen Warranties;

 

 

“Intellectual Property Rights”

 

means all patents, utility models, trade-marks, trade or business names, logos or straplines, domain names, copyright, moral rights, supplementary protection certificates, rights to prevent passing off or unfair competition, database rights, rights in designs and all other intellectual property rights, in each case whether registered or unregistered and including applications or rights to apply for them and together with all extensions and renewals of them, and in each and every case, all rights or forms of protection having equivalent or similar effect anywhere in the world;

 

  “Interim Costs” means the costs and expenses set out in Schedule 2 of the Seller’s Disclosure Letter, which for the avoidance of doubt shall not exceed a maximum aggregate amount of $200,000 (or such other amount as the Purchaser and the Seller may otherwise agree in writing), which are to be incurred in respect of the Business during the Interim Period (for the avoidance of doubt no such cost or expense shall be deemed to be considered an Interim Cost unless it is set out in Schedule 2 to the Seller’s Disclosure Letter or otherwise agreed in writing by the Purchaser and Seller and is incurred during the Interim Period);

 

   
 

 

  “Interim Period”  

means the period from (and including) the Signature Date up to (and including) the Transfer Date or, if earlier, the termination of this Agreement in accordance with its terms;

 

  “International Accounting Standards”  

means the International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board, the International Accounting Standards (IASs) adopted by the International Accounting Standards Board, the Standing Interpretation Committee abstracts (SICs) and the International Financial Reporting Interpretation Committee interpretations (IFRICs) as adopted or issued by the International Financial Reporting Interpretation Committee, in each case, as adopted by EU regulation;

 

  “Know How”  

means all technical information and know-how (whether or not confidential and whether written, oral, in electronic form or in any other media) including that comprised in or derived from formulae, designs, specifications, drawings, manuals, instructions and catalogues that in any way relates to inventions, discoveries, improvements, designs, processes, techniques, computer hardware and Software;

 

  “Liabilities”  

means all Losses, liabilities, Costs, damages and expenses that Purchaser, Integumen or Seller does or will incur or suffer, all claims or proceedings made, brought or threatened against the Purchaser, Integumen or Seller by any person (other than claims or proceedings made or brought by (i) the Purchaser or (ii) Integumen against the Seller or (iii) the Seller against Integumen or the Purchaser) and all Losses, liabilities, Costs, damages and expenses it does or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding;

 

  “Listing”  

means the admission of the entire or part of the issued ordinary share capital of Integumen to the Official List of the UK Listing Authority or the admission to trading of the same to the ESM or AIM or any Relevant EEA Market or in or on any exchange or market replacing any of the same or in or on any other generally recognised stock exchange or securities exchange (including without limitation the New York Stock Exchange or NASDAQ);

 

   
 

 

  “Long Stop Date”  

means a date which shall be no less than 20 days, and no more than 30 days, after the mailing of a definitive information statement on Form 14C to Seller’s shareholders;

 

  “Losses”  

means all losses including all direct, indirect and consequential losses;

 

  “Management Accounts”  

means the management accounts of the Seller in respect of the period from the Accounting Date to 31 July 2016;

 

  “Material Contract”  

means any agreement, arrangement, understanding or commitment that a Seller or Integumen, as the case may be, is a party to, or bound by, and which is of material importance to the business, profits or assets of such party;

 

  “Post Completion Period”  

means the period from (and including) Completion up to (and including) the date of dissolution of the Seller or, if earlier, the termination of this Agreement in accordance with its terms;

 

  “Post Completion Period Costs”  

means the costs and expenses set out in Schedule 2 of the Seller’s Disclosure Letter, which for the avoidance of doubt shall not exceed a maximum aggregate amount of $215,000 (or such other amount as the Purchaser and the Seller may otherwise agree in writing), which are to be incurred in respect of the on-going Corporate costs and consultancy costs of Seller during the period from the Transfer Date to Dissolution of Seller (for the avoidance of doubt no such cost or expense shall be deemed to be considered a Post Completion Period Cost unless it is specifically provided for in Schedule 2 to the Seller’s Disclosure Letter or otherwise agreed in writing by the Purchaser and Seller and is incurred during the Post Completion Period);

 

  “Property”  

means the property listed in Schedule 7;

  

   
 

 

  “Purchaser’s Solicitors”

means Eversheds Solicitors, Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxx 0;

 

 

“Records”

 

  

means all books and records (in whatever form stored) relating to the Business, the Business Assets and the Employees (including personnel files) and any records that the Seller is required by law to retain;

 

 

“Related Party”

 

  

means Mercuriali Limited, Biostrategies Consulting Group Inc., Grim AS, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Frode Botnevik and Xxxxxx Xxxxxxxx;

 

  “Related Transactions”  

means the acquisition of Innovenn UK Limited, Lifesciencehub UK Limited and any acquisition completed by Integumen during the Interim Period;

 

  “Relevant Claim”  

means any claim for Breach of any of the Warranties; 

 

 

“Relevant Customer”

 

  

means any person who at any time during the period of 12 months immediately preceding Completion was:

 

  (i) negotiating with the Seller for the supply by the Seller of goods or services in the course of carrying on the Business; or
     
  (ii) a client or customer of the Seller in relation to the Business;

  

  “Relevant Products or “Services”  

means products or services which contain Hyaluronic Acid in combination with bioglass which are competitive with or of the type supplied by the Seller in the course of carrying on the Business at any time during the period of 12 months immediately preceding Completion;

 

  “Seller Accounts Date”  

means 30 April 2016;

 

  “Seller Accounts”  

means the audited accounts of the Seller for the financial year which ended on the Accounting Date, comprising a consolidated balance sheet, consolidated statement of operations and comprehensive loss, consolidated statement of shareholder’s deficit, consolidated statement of cash flows, management’s discussion and analysis of financial condition and results of operations and auditors’ report, all in accordance with US GAAP;

 

   
 

 

  “Seller Agreed Claims”  

means a Seller Warranty Claim the liability for which has been agreed by the Purchaser and the Seller or determined by a court of competent jurisdiction;

 

  “Seller Warranties”  

means the warranties given by the Seller on the date of this Agreement, pursuant to Clause 6.1 and Clause 6.3, and repeated on the Transfer Date in accordance with Clause 6.2 and Clause 6.3 and “Seller Warranty” means any one of them;

 

  “Seller Warranty Claim”  

means a claim for a Breach of the Seller Warranties and “Seller Warranty Claims” shall be construed accordingly;

 

  “Seller’s Disclosure Letter”  

means the letter having the same date as this Agreement from the Seller to the Purchaser qualifying the Seller Warranties;

 

  “Seller’s Group”  

means in respect of the Seller, its parent undertakings, its subsidiary undertakings and the subsidiary undertakings of any of its parent undertakings from time to time and “member of the Seller’s Group” will be construed accordingly;

 

 

“Seller’s Supplemental Disclosure Letter”

 

  

means the letter as of the Transfer Date from the Seller to the Purchaser qualifying the Seller Warranties;

 

  “Signature Date”  

means the date of this agreement;

 

  “Software”  

means any form of computer program, including applications software and operating systems, whether in source or object code form;

 

  “Stock”  

means the stocks of the Seller’s Business as at the Transfer Date including goods purchased for resale, consumable stores, raw materials and components, work in progress, partly finished and finished goods (and including items supplied by a supplier subject to reservation of title);

 

   
 

 

  “Subordinated Security”  

means:

 

    (i) the loan Agreement with Mercuriali Ltd. and Xxxxxx Xxxxxxx dated March 4, 2013 as amended September 20, 2013, March 3, 2014, September 29, 2016, January 22, 2016 and March 21, 2016;
       
    (ii) Termination and Settlement Agreement with Mercuriali Ltd effective July 12, 2010;
       
    (iii) General Security Agreement with Xxx Xxxxxxx dated October 11, 2011; and
       
    (iv) General Security Agreement with Mercuriali Limited dated March 4, 2013;

 

  “Tax Warranty Claim”  

means any claim under Clause 8;

 

  “the Regulations”  

means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

 

  “Trade Credits”  

means all amounts owing to trade creditors by the Seller in connection with the Business as at the Transfer Date in respect of goods or services supplied to the Seller before the Transfer Date (whether or not invoiced and whether or not then due and payable) and which are detailed to the Purchaser;

 

  “Trade Debts”  

means all amounts owing to the Seller by trade debtors in connection with the Business as at the Transfer Date in respect of goods or services supplied by the Seller before the Transfer Date (whether or not invoiced and whether or not then due and payable;

 

  “Transfer Date”  

means the date on which Completion occurs;

 

  “Transfer Taxes”  

shall have the meaning given to that term in Clause 8.2

 

  “US GAAP”  

means Generally Accepted Accounting Principles (GAAP) as adopted by the U.S. Securities and Exchange Commission;

 

  “VAT”  

means Value Added Tax;

 

  “VATA”  

means Value Added Tax Xxx 0000;

 

  “Warranties”  

means the representations and warranties set out or referred to in Clause 6 and Schedules 8;

 

  “Warranty Cap”  

means a sum equal to the Consideration together with all Costs and expenses incurred by the Purchaser as a result of making any Claims; and

 

  “Warranty Claim”   means either an Integumen Warranty Claim or a Seller Warranty Claim, and “Warranty Claims” shall be construed accordingly.

 

   
 

 

1.2 In this Agreement, unless the context requires otherwise:

 

  1.2.1  references to the clauses and Schedules are to the clauses of and schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule;
     
  1.2.2 the Schedules form an integral part of this Agreement and will have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement will include a reference to the Schedules;
     
  1.2.3 all headings are for ease of reference only and will not affect the construction or interpretation of this Agreement;
     
  1.2.4 references to the singular include the plural and vice versa and references to any gender include every gender;
     
  1.2.5 references to a “person” includes any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
     
  1.2.6  references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force as at Completion;
     
  1.2.7 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;
     
  1.2.8 the rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
     
  1.2.9  references to “in writing” or “written” are to communication effected by post, facsimile and email or any other means of reproducing words in a legible and non-transitory form;

 

   
 

 

  1.2.10 any reference to any English or Welsh legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing will, in respect of any jurisdiction other than that of England and Wales, be deemed to include a reference to what most nearly approximates to the English or Welsh legal term in that jurisdiction;
     
  1.2.11 any reference to a document being in the “agreed form” will mean that document in the form and content agreed by the Parties and, for the purposes of identification, initialled by or on behalf of each Party;
     
  1.2.12 any reference to:

 

  (i) time of day is to GMT;
 
  (ii) a day is to a period of 24 hours running from midnight to midnight;

 

  1.2.13 an obligation on a Party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that Party;
     
  1.2.14 references to “parent undertaking” and “subsidiary undertaking” having the meanings set out in Section 1162 of the Companies Act and references to “subsidiary” or “holding company” shall have the meaning attributed to them in Section 1159 of the Companies Act;
     
  1.2.15  any statement, representation, warranty or undertaking in this Agreement or the Seller’s Disclosure Letter which is qualified by the expression “to the best of the knowledge, information and belief of the Seller” or “so far as the Seller is aware” or any similar expression shall be deemed to include a warranty by the Seller that such statement, representation, warranty or undertaking has been made after due and careful enquiry and that any such information which is known or which after due and careful enquiry would have been known by the Seller, its officers or advisors shall be deemed to be known by the Seller;
     
  1.2.16  any statement, representation, warranty or undertaking in this Agreement or Integumen’s Disclosure Letter which is qualified by the expression “to the best of the knowledge, information and belief of Integumen” or “so far as the Integumen is aware” or any similar expression shall be deemed to include a warranty that such statement, representation, warranty or undertaking has been made after due and careful enquiry and that any such information which is known or which after due and careful enquiry would have been known by Integumen, its officers or advisors shall be deemed to be known by the Integumen; and

 

   
 

 

  1.2.17  any obligation on a Party not to do or omit to do anything includes an obligation not to allow (whether expressly or by a failure to take reasonable steps to prevent) that thing to be done or omitted to be done by any other person.

 

2 SALE AND PURCHASE

 

2.1 The Seller will sell and transfer, or procure the sale and transfer, with full title guarantee to the Purchaser and the Purchaser will buy as at the Transfer Date the Business with the following assets:

 

  (i) the Business Rights;
     
  (ii) the benefit (subject to the burden) of the Business Contracts;
     
  (iii) the Business Know How;
     
  (iv)  the Business Information;
     
  (v) the Business Intellectual Property;
     
  (vi)  the existing Stock of Seller;
     
  (vii) the Goodwill;
     
  (viii)  the Records; and
     
  (ix) all (if any) other assets, property or rights owned by the Seller and used, enjoyed or exercised or intended to be used, enjoyed or exercised exclusively or primarily in the Business as at the Transfer Date, other than the Excluded Assets,
     
  (together the “Business Assets”)

 

2.2 Each of the Business Assets will be sold and bought free from any Encumbrance and with all rights attached to it unless otherwise specified in this Agreement.
   
2.3 The Purchaser will assume the burden of the Assumed Liabilities, for the avoidance of doubt, excluding the Excluded Liabilities.
   
2.4 Except as otherwise provided in the Agreement:

 

  2.4.1 beneficial ownership and risk in each of the Business Assets will pass to the Purchaser on Completion;
     
  2.4.2  title to all Business Assets which can be transferred by delivery will pass on delivery and such delivery will be deemed to take place at Completion; and
     
  2.4.3 the Seller will be a trustee for the Purchaser in respect of the Business Assets until they have been actually delivered and/or, in the case of Business Assets not capable of transfer by delivery, transferred or assigned to the Purchaser.

 

   
 

 

2.5 Notwithstanding any other provision of this Agreement, the Excluded Assets are excluded from the sale and purchase under this Agreement.
   
2.6 The provisions of Clause 8 will apply in relation to all taxation and similar matters.
   
2.7 The Seller assigns to the Purchaser with effect from the Transfer Date all its rights, title and interest in the Business Rights.
   
3 Pre-Completion Obligations
   
3.1 Completion is subject to and conditional upon:

 

  3.1.1 the Conditions to Completion set out in paragraph 1 of Schedule 2 being satisfied or otherwise waived by the Purchaser on or before the Long Stop Date;
     
  3.1.2 the Conditions to Completion set out in paragraph 2 of Schedule 2 being satisfied or otherwise waived by the Seller on or before the Long Stop Date; and
     
  3.1.3 the Conditions to Completion in Part 2 of Schedule 2 being satisfied by the Seller on each day of the Interim Period, or otherwise waived by the Purchaser.

 

3.2 The Purchaser shall be entitled at its sole discretion to waive compliance in whole or in part with the conditions set out in paragraph 1 of Schedule 2 and/or Part 2 of Schedule 2 on any terms it decides.
   
3.3 The Seller shall be entitled at its sole discretion to waive compliance in whole or in part with the conditions set out in paragraph 2 of Schedule 2 on any terms it decides.
   
3.4 To the extent that all of the matters set out in Part 3 of Schedule 2 have not occurred prior to Completion, the Seller shall ensure that each of the matters set out in Part 3 Schedule 2 shall occur as soon as practicable following Completion (and in any event no later than 60 Business Days following Completion).
   
3.5 Without prejudice to the costs agreed between the parties in relation to the Assumed Liabilities, Interim Costs or the Post Completion Period Costs to be paid by Purchaser, any additional costs will be at sole expense of the Seller, and the Purchaser and Integumen shall provide the Seller with any assistance, which the Seller may reasonably request, in order to procure the occurrence of each of the matters set out in Part 3 of Schedule 2.

 

   
 

 

3.6 The Purchaser, Integumen and the Seller shall use all reasonable endeavours (insofar as is within their respective powers to do so) to achieve satisfaction of the Conditions to Completion as soon as possible and in any event no later than the Long Stop Date.
   
3.7 From the date of this Agreement, the Purchaser, Integumen and the Seller shall co-operate fully in taking all commercially reasonable actions (within their respective powers of procurement) necessary or desirable to procure the satisfaction of the Conditions to Completion, including the provision of all information reasonably necessary to make any notification or filing or as requested by any relevant authority, keeping all parties informed of the progress of any notification or filing and providing such assistance as may reasonably be required.
   
3.8 If at any time the Seller, the Purchaser or Integumen becomes aware of a fact or circumstance that might prevent a Condition to Completion being satisfied, it shall immediately inform the other party.
   
3.9 If any of the Conditions to Completion have not been satisfied (or waived either (i) by the Purchaser, in respect of the Conditions to Completion set out in paragraph 1 of Schedule 2 and/or Part 2 of Schedule 2, or (ii) by the Seller, in respect of the Conditions to Completion set out in Part 2 of Schedule 2) on or before the Long-stop Date, this Agreement shall automatically terminate and Clauses 3.13 and 19.15 of this Agreement shall apply.

 

  Actions of the Seller during the Interim Period
   
3.10 The Seller shall, at all times during the Interim Period, conduct the business of the Company in accordance with the provisions of Part 2 of Schedule 2.
   
  Actions of the Purchaser during the Interim Period
   
3.11 Subject to Clause 3.12, the Purchaser hereby agrees with the Seller that during the Interim Period the Purchaser shall pay the Interim Costs.
   
3.12 The Purchaser may, at its sole discretion, refuse to discharge any Interim Cost or may elect to pay part, and not all, of any Interim Cost where:

 

  (i) the cost and/or liability is not set out in Schedule 2 of the Seller’s Disclosure Letter, or, the cost and/or liability has not otherwise been agreed in advance by the Purchaser and the Seller jointly in writing;
     
  (ii) only a portion of the cost and/or liability arose during, or is related to, the Interim Period,

 

  for the avoidance of doubt, where the Purchaser is of the option that only a portion of the cost and/or liability (i) relates to the agreed costs or Assets or (ii) arose during, or is related to, the Interim Period, the Purchaser may make a payment, in respect of such cost and/or liability, as represents the percentage of such cost and/or liability as the Purchaser attributes to the Business Assets or the Interim Period.

 

   
 

 

3.13 Notwithstanding any other provision of this agreement, if Completion of this agreement does not occur on or before the Long-Stop Date solely by reason of any act or omission of Integumen, Seller having complied with its obligations as set out in Parts 1 and 2 of Schedule 2, Integumen shall indemnify and keep Seller fully indemnified against the Seller’s reasonable professional costs and expenses incurred directly in respect of the transaction. The maximum liability of Integumen or any member of the Integumen Group under this Clause 3.13 shall be US$100,000.

 

4 COMPLETION
 
4.1 Time and Place
   
  Subject to the provisions of Clause 3, Completion of the sale and purchase of the Business Assets shall take place in the offices of the Purchaser’s Solicitors at Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxx 0, Xxxxxxx (or any other place as agreed between the Purchaser and the Seller) on the fifth Business Day after the satisfaction or waiver (as the case may be) of the Conditions to Completion set out in Clause 3 and Schedule 2 which shall be no less than 20 days, and no more than 30 days, after the mailing of a definitive information statement on Form 14C to Seller’s shareholders.
   
4.2 Actions of the Seller at Completion
   
  At Completion the Seller shall comply with its obligations as set out in Part 1 of Schedule 2 and confirm to the Purchaser that it has at all times during the Interim Period complied with its obligations set out in Part 2 of Schedule 2 and once satisfied that these obligations has been complied with, the Purchaser shall comply with its obligations to pay the Consideration and Integumen will allot and issue the Consideration Shares in accordance with the provisions of Clause 5.
   
4.3 Actions of the Purchaser following Completion
 
  Subject to the Seller satisfying its obligations set out in Part 1 of Schedule 2 prior to, or at, Completion the following shall occur:

 

  (i) the Purchaser and Integumen shall pay the Consideration to the Seller in the manner specified in Clause 5; and
     
  (ii) Integumen shall take all steps necessary to ensure Xxxxxx Xxxxxxxxx shall be appointed as a Director of Integumen and Xx. Xxxxxx Xxxxxxx shall be appointed to the scientific advisory board of Integumen as soon as reasonably practicable and that such appointments will continue for so long as the Seller or Related Parties owns at least 5% of the outstanding common stock of Integumen.

 

   
 

 

 

5 CONSIDERATION
   
5.1 The Consideration for the sale of the Business and the Business Assets will be a sum equal to £3,030,000, to be paid to the Seller in accordance with Clause 5.2 and Clause 5.3.
   
5.2 The consideration sum of £3,030,000 due to the Seller on Completion in accordance Clause 5.1 shall be reduced by the following amounts:

 

  (i) a sum equal to the amount outstanding under the Enhance Loan Note, which is payable by Seller to Integumen (the value of said Enhance Loan Note shall be calculated in accordance with Clause 5.8); and
     
  (ii) a sum equal to the aggregate value of the Assumed Liabilities (which are to be assumed by the Purchaser in accordance with Clause 2.3 and the value of which is to be calculated as at the date of Completion in accordance with Clause 5.9),
     
  (iii) the balance of the consideration sum of £3,030,000 due to the Seller on Completion, following the adjustments made in accordance with this Clause 5.2, shall be discharged by Integumen, on behalf of the Purchaser in accordance with the terms of the Integumen Loan Note Agreement, by way of the issue and allotment to the Seller, or its nominee (provided that such nominee is agreed between the Parties), of Consideration Shares in Integumen at a price of £1.00 per Consideration Share, in the manner set out in Clause 5.3.

 

5.3 On Completion, in accordance with the terms of the Integumen Loan Note Agreement, Integumen shall issue and allot 80% (eighty per cent) of the total Consideration Shares due to the Seller, as calculated in accordance with Clause 5.2, the remaining Consideration Shares shall be allotted and issued to the Seller by Integumen on the date falling no later than 30 days from the date of a Listing, subject to the following adjustments:

 

  (i) where the value of the Assumed Liabilities when actually discharged by the Purchaser is greater than the value of the Assumed Liabilities when calculated in accordance with Clause 5.2(ii), the number of Consideration Shares due to the Seller in accordance with this Clause 5.3 shall be reduced by amount equal to the increase in value of the Assumed Liabilities; or
     
  (ii) where the value of the Assumed Liabilities when actually discharged by the Purchaser is less than the value of the Assumed Liabilities when calculated in accordance with Clause 5.2(ii), the number of Consideration Shares due to the Seller in accordance with this Clause 5.3 shall be increased by amount equal to the decrease in value of the Assumed Liabilities.

 

5.4 In addition the Purchaser will assume responsibility for the Post Completion Period Costs of Seller.
   
   
   

 

5.5 All amounts expressed in this Agreement as being payable by the Purchaser are expressed exclusive of any VAT which may be chargeable.
   
5.6 Subject to the Purchasers rights under Clause 3.9, the sale and purchase of each of the Business Assets is interdependent and shall be completed simultaneously.
   
  Transfer of the Assumed Liabilities
   
5.7 Following Completion the Purchaser shall assist the Seller to ensure that the Assumed Liabilities are assigned or novated to the Purchaser and, where reasonably required to do so by the Purchaser, shall, (save where such costs are agreed between the parties in relation to the Assumed Liabilities, the Interim Costs or the Post Completion Period Costs to be paid by Purchaser, any additional costs will be) at the Seller’s sole expense, enter into any agreement which is deemed strictly necessary in order to assign or novate such Assumed Liability to the Purchaser.
   
  Calculation of Exchange Rates
   
5.8 For the avoidance of doubt, the value of the Enhance Loan Note which, in accordance with Clause 5.2(i), is to be set off against the Consideration due to the Seller on Completion, shall first be converted from US Dollars into Pound Sterling, at the prevailing exchange rate of the Purchaser’s Bank, as at the Date of Completion.
   
5.9 For the avoidance of doubt, the aggregate value of the Assumed Liabilities which, in accordance with Clause 5.2(ii), are to be set off against the Consideration due to the Seller on Completion, shall first be converted from US Dollars into Pound Sterling, at the prevailing exchange rate of the Purchaser’s Bank, as at (i) for the purposes of Clause 5.2(ii), the date of Completion and (ii) for the purposed of Clause 5.3, the dates of payment of each of payments of amounts included in the Assumed Liabilities.
   
5.10 Any other payments due pursuant to the terms of this Agreement shall be made in Pound Sterling and, where necessary, the value of any such payment amount shall be converted into Pound Sterling, prior to payment, at the prevailing exchange rate of the Purchaser’s Bank, as at the date on which such payment falls due.
   
  Lock-Up Period for Consideration Shares
   
5.11 Where the Seller receives Consideration Shares as part of the Consideration, the Seller hereby undertakes to Integumen that it shall not sell, transfer or otherwise dispose of any such Consideration Shares, from the date on which the Seller is registered as the owner of said Consideration Shares by Integumen, for a period ending 12 calendar months from the date on which a Listing occurs (the “Lock-Up Period”). Integumen shall use reasonable commercial efforts to ensure that the Seller is registered as the owner of the Consideration Shares, in accordance with the terms of this Agreement, as soon as practicable following Completion. The Lock-Up Period shall not in any event extend beyond 24 calendar months from the Signature Date (“Lock-up Long Stop Date”).

 

   
   

 

5.12 Subject to Clause 5.14, where the Seller wishes to dispose of any Consideration Shares, which are no longer subject to the Lock-Up Period, within 12 calendar months from the date on which such Consideration Shares are no longer subject to the Lock-Up Period, or prior to the Lock-Up Stop Date whichever occurs first, the Seller hereby undertakes to Integumen to notify Integumen of its intention to do so and further undertakes to Integumen to dispose of such Consideration Shares in accordance with the AIM Regulations and any recommendations of Integumen’s nominated advisor (when appointed), through a stock broker nominated by Integumen on a best price and best execution basis, in order to maintain an orderly market in the shares of Integumen.
   
5.13 The Lock-Up in Clause 5.11 and the provisions of Clause 5.12 shall not operate to prevent the Seller or a Related Party from selling, transferring or otherwise disposing of any Consideration Shares (or any interest in them):

 

  5.13.1 in acceptance of a general offer made in accordance with the City Code on Takeovers and Mergers by any third party for the whole of the ordinary share capital of Integumen (other than any ordinary share capital owned by the offeror or any concert party of the offeror) which is recommended by a majority of the board of directors of Integumen; or
     
  5.13.2 pursuant to an irrevocable commitment to accept any offer made in accordance with the City Code on Takeovers and Mergers for the whole of the ordinary share capital of Integumen (other than any ordinary share capital owned by the offeror or any concert party of the offeror) which is recommended by a majority of the board of directors of Integumen; or
     
  5.13.3 where such disposal is made pursuant to an offer by Integumen to purchase its own shares which is made on identical terms to all holders of ordinary shares in Integumen and otherwise complies with the Companies Xxx 0000 and the AIM Regulations; or
     
  5.13.4 pursuant to any scheme of reconstruction under Section 110 of the Insolvency Xxx 0000 in relation to Integumen; or
     
  5.13.5 pursuant to any compromise or arrangement under Part 26 of the Companies Xxx 0000 which is agreed by the requisite majority of the members of Integumen and sanctioned by the court; or
     
  5.13.6 with the prior written consent of Integumen.

 

5.14 Until the first anniversary of the end of the Lock-up Period or until the Lock-up Long Stop Date whichever occurs first, the Seller may transfer all, or some, of the Consideration Shares to its shareholders, upon a dissolution, winding up or liquidation of the Seller, without the prior written consent of the Integumen.

 

   
   

 

5.15 Where a Related Party, who has received Consideration Shares in accordance with Clause 5.14, wishes to dispose of any Consideration Shares, which are no longer subject to the Lock-Up Period, within 12 calendar months from the date on which such Consideration Shares are no longer subject to the Lock-Up Period or prior to the Lock-up Long Stop Date if earlier, such Related Party hereby undertakes to Integumen to notify Integumen of its intention to do so and to dispose of such Consideration Shares in accordance with the AIM Regulations and any recommendations of Integumen’s nominated advisor (when appointed), through a stock broker nominated by Integumen on a best price and best execution basis, in order to maintain an orderly market in the shares of Integumen.
   
5.16 During the 12 calendar months to the anniversary of the Lock-up Period or until the Lock-up Long Stop Date whichever occurs first, any Related Party who has received Consideration Shares in accordance with Clause 5.14, may dispose of any Consideration Shares (whether inter vivos or by testamentary disposition or on intestacy) to a member of a Related Party’s family or to trustees of any trust, the principal beneficiaries of which are exclusively the Related Party and/or members of the Related Party’s family and provided that the disposal is made after notice in writing has been given to Integumen and the proposed recipient of the Consideration Shares concerned has entered into Deed of Adherence to this Agreement in accordance with Clause 5.17.
   
5.17 It shall be a condition precedent to the right of the Seller, in accordance with Clause 5.14, or any Related Party, in accordance with Clause 5.16, to transfer or dispose of any Consideration Shares that the transferee (if not already bound by the terms of this Agreement or Deed of Adherence signed as of the date of this Agreement) executes a Deed of Adherence in substantially the form set out in Schedule 11, unless otherwise agreed in writing by the Purchaser and Integumen.
   
5.18 Until the first anniversary of the end of the Lock-up Period or until the Lock-up Long Stop Date whichever occurs first Integumen shall not unreasonably withhold its consent to any sale, transfer or other disposal of any Consideration Shares by Seller or any Related Party to the extent that the sale proceeds (net of incidental costs) are required to meet any tax liability of Seller or Related Party or any liability of the Seller arising under any claim under this Agreement.
   
  Interest
   
5.19 A failure to pay any amount when due under this Agreement, including the timely issuance of the Consideration Shares to the Seller shall, unless otherwise provided, give rise to interest at the one month EURIBOR plus 5% per annum on any unpaid amounts such interest to be charged from the end of the second Business Day after payment was due to be made and shall accrue each three month period from the Transfer Date.

 

   
   

 

  Payment Provisions
   
5.20 All payments to be made under this Agreement, unless specified to be made in Consideration Shares, shall be made in Pound Sterling by electronic transfer of immediately available funds to a bank account identified by the Party receiving such payment to the Party making such payment, by serving a notice on the Party making such payment in accordance with Clause 18.
   
5.21  Where the Seller instructs that a payment is to be made the designated bank account, any such payment to the Seller shall be a good and valid discharge of the obligations of the Purchaser to pay the sum in question to the Seller, and the Purchaser shall not be concerned to see the application of the monies so paid. The Seller shall ensure that any transaction costs to be paid by the Seller on Completion are paid from such bank account.
   
5.22 Subject to the provisions of this Agreement, the Consideration Shares shall rank pari passu in all respects with the existing ordinary shares of £1.00 each in the capital of Integumen, including the right to receive all dividends declared, made or paid after the Transfer Date (save that they shall not rank for any dividend or other distribution of the Purchaser declared made, or paid by reference to a record date before the Transfer Date).
   
5.23  Integumen Guarantee
   
  In consideration of the Seller entering into this Agreement, Integumen guarantees to the Seller the due and punctual performance, observance and discharge by the Purchaser of all the Purchaser’s obligations under this Agreement.
   
6 WARRANTIES
   
  Seller Warranties
   
6.1 As at the date of this Agreement the Seller hereby warrants and represents to the Purchaser, in relation to the Business and the Business Assets, that each of the Warranties set out Schedule 8 is true, accurate and not misleading in any manner, subject only to any exceptions which have been Disclosed in the Seller’s Disclosure Letter and in respect of the Warranties repeated as at the Transfer Date the Seller’s Supplemental Disclosure Letter.
   
6.2 The Warranties given by the Seller pursuant to Clause 6.1 are deemed to be repeated by the Seller on the Transfer Date by reference to the facts then existing. Any reference contained in such warranties to “the date of this Agreement” shall be construed as a reference to “the Transfer Date”.
   
6.3 In addition to Clause 6.1, the Seller hereby warrants and represents to the Purchaser that as at the date of this Agreement that no employees shall transfer with, or has a right to transfer with, the Business and/or the Business Assets. The warranty and representation given pursuant to this Clause 6.2 shall be deemed to have been repeated by the Seller on the Transfer Date.

 

   
   

 

6.4 The Seller acknowledges that the Purchaser is entering into this Agreement in reliance on each Seller Warranty, which has also been given as a representation and with the intention of inducing the Purchaser to enter into this Agreement.
   
6.5 The Seller Warranties are qualified by all facts, matters and information Disclosed in the Seller’s Disclosure Letter and in respect of the Seller Warranties repeated as at the Transfer Date the Seller’s Supplemental Disclosure Letter. No other information of which the Purchaser has knowledge (actual, imputed or constructive) will prejudice or reduce any Relevant Claim. The provisions of Section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded.
   
6.6 The Seller will indemnify the Purchaser against all Costs which the Purchaser may incur in each case arising out of or in connection with:

 

  6.6.1 the settlement of any claim against the Seller in respect of a breach or alleged breach of any term of this Agreement;
     
  6.6.2 any legal proceedings in which the Purchaser claims that any term of this Agreement has been breached in which judgment is given for the Purchaser; and
     
  6.6.3 the enforcement of any such settlement or judgment.

 

6.7 The Seller hereby undertake to disclose immediately to the Purchaser anything which comes to its notice which is or may be a Breach of any of the Seller Warranties.
   
6.8 Each Seller Warranty is to be construed independently and is not limited or restricted by any other Seller Warranty or any other term of this Agreement.
   
  Integumen Warranties
   
6.9 As at the date of this Agreement, Integumen hereby warrants and represents to the Seller in relation to Integumen and, in relation to each member of the Integumen Group (which for the avoidance of doubt shall include Innovenn UK Limited and Lifesciencehub UK Limited), that each of the Warranties set out in Schedule 9 is true, accurate and not misleading in any manner, subject only to any exceptions which have been Disclosed in Integumen’s Disclosure Letter and in respect of the Integumen Warranties repeated as at the Transfer Date the Integumen Supplemental Disclosure Letter.
   
6.10 The Warranties given by Integumen pursuant to Clause 6.9 are deemed to be repeated by Integumen on the Transfer Date by reference to the facts then existing in respect of the Integumen Group and for the purposes of such related warranties any reference contained in such warranties to “the date of this Agreement” shall be construed as a reference to “the Transfer Date”.

 

   
   

 

6.11 Integumen acknowledges that the Seller is entering into this Agreement in reliance on each Integumen Warranty, which has also been given as a representation and with the intention of inducing the Seller to enter into this Agreement.
   
6.12 The Integumen Warranties are qualified by all facts, matters and information Disclosed in Integumen’s Disclosure Letter and in respect of the Integumen Warranties repeated as at the Transfer Date the Integumen Supplemental Disclosure Letter. No other information of which the Seller has knowledge (actual, imputed or constructive) will prejudice or reduce any Relevant Claim. The provisions of Section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded.
   
6.13 Integumen will indemnify the Seller against all Costs which the Seller may incur in each case arising out of or in connection with:

 

  6.13.1 the settlement of any claim against the Purchaser in respect of a breach or alleged breach of any term of this Agreement;
     
  6.13.2  any legal proceedings in which the Seller claims that any term of this Agreement has been breached in which judgment is given for the Seller; and
     
  6.13.3 the enforcement of any such settlement or judgment.

 

6.14 Integumen undertakes to disclose immediately to the Seller anything which comes to its notice which is or may be a Breach of any of the Integumen Warranties.
   
6.15 Each Integumen Warranty is to be construed independently and is not limited or restricted by any other Integumen Warranty or any other term of this Agreement.
   
7 LIMITATIONs ON LIABILITY
   
7.1 Limitations on Liability
   
  The liability of the Seller and/or Integumen (if any) under the Warranties and under the Tax Warranties shall be limited in accordance with the provisions of this Clause 7 (where applicable) and the provisions of Schedule 10 (Limitation of Liability).
   
7.2 Fundamental Warranties
   
  The Warranties set out at Part 1 of Schedule 8 (Seller Fundamental Warranties) and Part 1 of Schedule 9 (Integumen Fundamental Warranties) are to be considered the Fundamental Warranties and the provisions relating to Fundamental Warranties shall apply to such warranties.

 

   
   

 

7.3 Application of limitations to Fundamental Warranties

 

  7.3.1 Subject to Clause 7.3.2 and Clause 7.3.3, the Fundamental Warranties are not and shall not be qualified or limited in any manner by any provision of this Agreement (including without prejudice to the generality of the above Integumen’s Disclosure Letter or the Seller’s Disclosure Letter, as the case may be, or the limitations set out in Schedule 10 of this Agreement) or otherwise, other than matters specifically identified within the text of the Fundamental Warranty.
     
  7.3.2 The Seller’s liability under a Fundamental Warranty shall not, save in the event of fraud or misrepresentation by Purchaser or Integumen, exceed the Warranty Cap.
     
  7.3.3 Integumen’s liability under a Fundamental Warranty shall not, save in the event of fraud or misrepresentation by the Seller, exceed the value of the Consideration Shares to be issued to the Seller under this Agreement together with all Costs and expenses incurred by the Seller as a result of making any Claims.

 

8 tax
   
8.1 The Seller and Purchaser intend that the transaction contemplated by this agreement will qualify as a tax free reorganisation for US tax purposes under Seller’s plan of reorganisation, liquidation and dissolution and that the consideration for the Business Assets shall be allocated among the Business Assets in accordance with that treatment. The Seller and the Purchaser agree to prepare their federal, state and foreign income tax returns for all current and future tax reporting periods with respect to the transaction contemplated by this Agreement in a manner consistent with that treatment.
   
8.2 The Seller shall pay and indemnify the Purchaser against all applicable sales, use, value-added, gross receipts, excise, registration, stamp duty, transfer or other similar taxes or governmental fees (including any interest or penalties related thereto) that may be payable in connection with the sale or purchase of the Business Assets (“Transfer Taxes”). The Party required by law to file a tax return with respect to such Transfer Taxes shall do so within the time period prescribed by law, and the Seller shall promptly remit to the Purchaser the amount of any Transfer Taxes so payable by the Purchaser upon receipt of notice that such Transfer Taxes are payable. The Purchaser and the Seller shall use commercially reasonable efforts, to the extent permitted by law, to minimize any applicable Transfer Taxes.

 

   
   

 

9 RESTRICTIVE COVENANTS
   
9.1 The Covenantors undertake to the Purchaser that they shall not, and shall procure that the Seller and no member of the Seller’s Group shall, (whether alone or in conjunction with, or on behalf of, another person and whether directly or indirectly), without the prior written consent of the Purchaser:

 

  9.1.1  for a period of 24 (twenty four) months immediately following Completion, canvass, solicit or approach, or cause to be canvassed, solicited or approached, any Relevant Customer for the sale or supply of Relevant Products or Services;
     
  9.1.2 for a period of 24 (twenty four) months immediately following Completion, deal or contract with any Relevant Customer in relation to the sale or supply of Relevant Products or Services;
     
  9.1.3 for a period of 24 (twenty four) months immediately following Completion, interfere, or seek to interfere, with the continuance of supplies to the Business from any supplier who has been supplying goods or services to the Business at any time during the 12 (twelve) months immediately preceding Completion if such interference causes or would cause that supplier to cease supplying, or materially reduce its supply of, those goods or services to the Business;
     
  9.1.4 for a period of 24 (twenty four) months immediately following Completion, solicit or entice away, or endeavour to solicit or entice away, from the Purchaser, or employ, any person employed by, or who is or was a consultant to, the Seller in relation to the Business at Completion or at any time during the period of 12 (twelve) months immediately preceding Completion where the person in question either has Confidential Information or would be in a position to exploit any trade connections relating to the Business provided that this subclause 9.1.4 shall not apply to the employment of Related Parties by Seller until dissolution or winding up of Seller;
     
  9.1.5 within the United States of America, the United Kingdom and Ireland for a period of 24 (twenty four) months immediately following Completion, be engaged, concerned, connected with or interested in (except as the owner for investment of securities in a company dealt in on a recognised stock exchange and which confer not more than 5% (five per cent) of the votes which could be cast at a general meeting), any other business, other than Integumen, which supplies Relevant Products or Services; and
     
  9.1.6. without prejudice to any rights relating to passing off or trade or service xxxx infringement (or similar rights in any territory), for a period of 36 (thirty-six) months immediately following Completion use in connection with any business which is competitive with the Business any name (in whatever form) which includes all or any of or any part of the names under which the Business is carried on or any trading style or get up which is confusingly similar to that used by the Seller in relation to the Business as at Completion. For the avoidance of doubt the provision of this Clause 9.1.6 shall apply to the use of the “Visible Youth” name, trading style and get up

 

   
   

 

9.2 Without prejudice to Clause 19.4, each of the undertakings contained in this Clause 9 is separate and severable. Accordingly, if any court or body or authority of competent jurisdiction finds any such undertaking to be illegal, unlawful, void or unenforceable this will not affect the remainder of those undertakings which will continue in full force and effect.
   
10 INDEMNITY
   
  The Seller hereby indemnifies the Purchaser against all actions, claims, demands, losses, expenses or liabilities of whatever nature hereafter incurred by the Purchaser or any officer, agent or employee of the Purchaser in respect of the perfection of the title of the Purchaser to any of the Business Intellectual property, which is to transfer to the Purchaser pursuant to the terms of this Agreement, save for expenses assumed by Purchaser and Integumen under Assumed Liabilities, Interim Costs and Post Completion Period Costs.
   
11 CONFIDENTIALITY
   
11.1 Subject to Clause 11.2, the Seller will not, and the Seller will procure that no member of the Seller’s Group will, at any time after Completion:

 

  11.1.1 disclose any Confidential Information to any person except to those authorised by the Purchaser to know;
     
  11.1.2 use any Confidential Information for their own purposes or for any purposes other than those of the Business; or
     
  11.1.3 cause or permit any unauthorised disclosure of any Confidential Information.

 

11.2 The Seller may disclose the Confidential Information:

 

  11.2.1 to those of its officers, directors, employees and professional advisers who need access to that Confidential Information so that it can perform its obligations and exercise its rights under this Agreement. Prior to any such disclosure the Seller must make any person to whom any Confidential Information is to be disclosed aware of the fact that the Confidential Information is confidential and the obligations of confidentiality contained in this Clause 11. The Seller when disclosing the Confidential Information under this Clause 11.2.1 will procure that each person to whom it discloses that Confidential Information will not do or omit to do anything which if done or omitted to be done by the Seller would be a breach of this Clause 11; and
     
  11.2.2  to the extent required by law or by any governmental or regulatory body (including any stock exchange or listing authority or the Panel on Takeovers and Mergers). Where lawful the Seller will notify the Purchaser in writing in advance of such disclosure, will consult with the Purchaser as to the content, purpose and means of disclosure and will make such disclosure subject to obligations of confidence consistent, so far as possible, with the terms of this Agreement.

 

   
   

 

12 LIABILITIES AND APPORTIONMENTS
   
12.1 Save as otherwise expressly provided, and except for Assumed Liabilities, the Interim Costs or the Post Completion Period Costs to be paid by Purchaser , the Seller:

 

  12.1.1 emains responsible for all liabilities in connection with the Business or the Business Assets incurred up to and including the Transfer Date (including the Trade Credits, other creditors of the Business and all outgoings, costs and expenses of the Business);
     
  12.1.2 remains responsible for all claims in connection with the Business or Business Assets outstanding as at the Transfer Date or any claims arising by reason of any act or omission of the Seller or in relation to the ownership or operation of the Business or the Business Assets up to and including the Transfer Date (including all claims by any person in connection with products manufactured or work in progress up to the Transfer Date but delivered to customers after the Transfer Date);
     
  12.1.3  will promptly deal with the liabilities set out in Clause 12.1.1 and will promptly settle the claims referred to in Clause 12.1.2; and
     
  12.1.4 will indemnify the Purchaser against all Liabilities arising out of or in connection with the Seller’s failure to comply with its obligations under Clause 12.1.1 and Clause 12.1.2.

 

12.2 Save as otherwise expressly provided, the Purchaser:

 

  12.2.1 is responsible for all liabilities in connection with the Business or the Business Assets incurred after the Transfer Date (including, without limitation, all outgoings, costs and expenses of the Business); and
     
  12.2.2  will indemnify the Seller against all Liabilities in connection with the Related Transactions or with the ownership or operation of the Business or the Business Assets after the Transfer Date by the Purchaser or as a result of the Purchaser’s failure to comply with its obligations under Clause 12.2.1.

 

12.3 All expenditure and outgoings in respect of the Business or Business Assets and all payments received in respect of the Business or any of the Business Assets which, in each case, cover a period both before and after the Transfer Date will be apportioned on a time bases such that the part of the relevant expenditure or payment received which is attributable to a period up to the Transfer Date shall be borne by, or be for the benefit of, the Seller and such part of the relevant expenditure or payment received or which is attributable to the period after the Transfer Date will be borne by, or be for the benefit of, the Purchaser.

 

   
   

 

12.4 The Seller will pay to the Purchaser all the Customer Advances.
   
13 BUSINESS CONTRACTS
   
13.1 Subject to the provisions of Clause 12 and the other provisions of this Clause 13, the Purchaser will with effect from the Transfer Date assume the obligations of the Seller, and become entitled to the benefits of the Seller, under the Business Contracts.
   
13.2 The Seller hereby assigns to the Purchaser with effect from the Transfer Date all its rights, title and interest under or pursuant to all the Business Contracts which are capable of assignment without the consent of other parties.
   
13.3 In so far as a Business Contract cannot be transferred without the consent of a third party or a novation agreement:

 

  13.3.1 this Agreement does not constitute an assignment or an attempted assignment of the Business Contract if such assignment or attempted assignment would constitute a breach of the Business Contract; and
     
  13.3.2 the Seller will, at its own expense and as requested by the Purchaser, use all reasonable endeavours (with the co-operation of the Purchaser) to procure such consent or novation.

 

13.4 Subject to Clause 13.6, unless and until such consent or novation is obtained:

 

  13.4.1 the Seller will hold the benefit of such Business Contracts upon trust for the Purchaser absolutely and will account to the Purchaser for any sums or any other benefits received by the Seller in relation thereto without any deduction or withholding of any kind; and
     
  13.4.2 the Purchaser will, as the Seller’s agent, perform all the obligations of the Seller under such Business Contract for the period from the Transfer Date; and
     
  13.4.3 the Seller will do each act or thing reasonably requested of it by the Purchaser to enable performance of the Business Contract by the Purchaser and to provide for the Purchaser the benefits of the Business Contract (including its rights of enforcement).

 

13.5 The Seller will indemnify the Purchaser against all Liabilities arising out of or in connection with the Seller’s performance of its obligations under each Business Contract to the extent that the Liability is attributable to the Seller’s act or omission whether before or after the Transfer Date.

 

   
   

 

13.6 If any consent or novation is not obtained within 60 days after Completion and the provisions set out in this Clause 13 do not enable the full benefit of a Business Contract to be enjoyed by the Purchaser then the Purchaser will be entitled by notice in writing to the Seller to require the Seller either to terminate the relevant Business Contract or to exclude the same from the Business Assets. In either case the Seller will immediately repay to the Purchaser any amount paid by the Purchaser to the Seller in respect of the Business Contract and the Seller will indemnify the Purchaser against all Liabilities arising out of or in connection with any obligation in respect of any such Business Contract or its termination or exclusion from this Agreement.
   
14 RECORDS AND ACCESS
   
  Without prejudice to any other provision of this Agreement, the Purchaser and its agents will be entitled for a period of six years from Completion on giving reasonable notice to the Seller to have access during normal business hours and to take copies (at its own expense) of any books, documents or other records (including computer records) relating (whether wholly or partly) to the Business or the Business Assets and which have not been delivered to the Purchaser. The Seller will procure that such records are properly and diligently maintained by the Seller during that period.
   
15 FUTURE ENQUIRIES AND ASSISTANCE
   
15.1 The Seller will promptly refer all enquiries relating to the Business to the Purchaser and will assign to the Purchaser all orders relating to the Business including enquiries for orders for anything manufactured or sold in connection with the Business which the Seller may receive after Completion.
   
15.2 The Seller will at the Purchaser’s request and cost give to the Purchaser all reasonable assistance in the power of the Seller to enable the Purchaser to enforce the Business Rights or any of them.
   
16 ANNOUNCEMENTS
   
  No Announcements
   
16.1 Subject to Clause 16.3, no Party will make any Announcement, or permit any Announcement to be made, without the prior written consent of:

 

  16.1.1 the Purchaser (where the Announcement is made by the Seller or any member of the Seller’s Group); or
     
  16.1.2 the Seller (where the Announcement is made by the Purchaser or any member of Integumen’s Group).

 

   
   

 

16.2 Subject to Clause 16.3, during the Interim Period the Purchaser and the Seller hereby covenant to each other that they shall not make any Announcement concerning the sale or purchase of the Business Assets or any ancillary matter, or disclose the sale or purchase of the Business Assets pursuant to this Agreement or any ancillary matter to any person (other than to their respective professional advisors) who is not a Party to this Agreement without the prior written approval of the other.
   
  Announcements Required by Law
   
16.3 Clause 16.1 does not apply to any Announcement:

 

  16.3.1 made or sent by the Purchaser after Completion to a customer, client or supplier of the Business informing it of the Purchaser’s purchase of the Business; or
     
  16.3.2 required by law or by any governmental or regulatory authority (including any stock exchange, the Securities and Exchange Commission or the UK listing authority or the UK Panel on Takeovers and Mergers).

 

16.4 If a Party is required to make an Announcement by law or by any governmental or regulatory authority (including any stock exchange, the Securities and Exchange Commission or listing authority or the UK Panel on Takeovers and Mergers) that Party will:

 

  16.4.1 promptly give written notice of this to the other Parties; and
     
  16.4.2 use all reasonable endeavours to agree with the other Parties the form, content and timing of the Announcement
     
  provided that doing so would not cause the party wishing to make the Announcement to breach the relevant law or requirement.

 

17 ASSIGNMENT
   
17.1 Unless the assignment will result in the Purchaser or Integumen (or another wholly owned subsidiary of Integumen) not owning all of the Business or the Business Assets the Purchaser can:

 

  17.1.1 assign (in whole or in part) the benefit of this Agreement to any other member of Integumen’s Group provided that, if such assignee ceases to be a member of Integumen’s Group, the Purchaser will procure the re-assignment of all assigned rights to the assignee immediately prior to the assignee ceasing to be a member of Integumen’s Group; or
     
  17.1.2 subject to Clause 17.3, assign (in whole or in part) the benefit of this Agreement to any bank or financial institution by way of security for the purposes of or in connection with the financing or refinancing (whether in whole or in part) by the Purchaser of the acquisition of the Business.

 

   
   

 

17.2 The Seller will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Agreement.
   
17.3 The Purchaser and Integumen will not be entitled to assign, transfer, their obligations in respect of the payment of Consideration, without the prior written consent of the Seller.
   
18 NOTICES
   
18.1 Any notice or other communication given under or in connection with this Agreement will be in writing, in the English language, marked for the attention of the specified representative of the party to be given the notice or communication together with a copy by e-mail and:

 

  18.1.1 sent to that Party’s address by pre-paid first class post, or mail delivery service providing proof of delivery; or
     
  18.1.2 sent to that party’s address by airmail post; or
     
  18.1.3 delivered to or left at that Party’s address (but not, in either case, by one of the methods set out in Clause 18.1.1 and 18.1.2); or
     
  18.1.4 sent by facsimile to that party’s facsimile number,
     
    the address, facsimile number and representative for each Party are set out below and may be changed by that Party giving at least 7 (seven) Business Days’ notice in accordance with this Clause 18.

 

 

The Seller

 

The Purchaser

 

 

ENHANCE SKIN PRODUCTS INC.

ATTN: Xxxxxx Xxxxxxxxx

President & CEO

0 Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, XX, X0X 0X0

 

email: xxxxxxxxxx000@xxxxxxxxxx.xxx

 

 

 

 

 

With a copy by email only to:

 

ENHANCE SKIN PRODUCTS

ATTN: Xxxxxx Xxxxxxxx, General Counsel

0 Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, XX, X0X 0X0

 

email: xxxxxx.xxxxxxxx@xxxxxx.xxx

 

 

INTEGUMEN INC.

For the attention of: Xxxx Xxxxxxxxxx

Sand Xxxxxx Applied Innovation Campus

Sand Xxxxxx

York

Xxxxx Xxxxxxxxx XX00 0XX

Xxxxxxx

Xxxxxx Xxxxxxx

 

email: Xxxx.Xxxxxxxxxx@Xxxxxxx.xxx

 

With a copy by email only to:

 

INTEGUMEN LIMITED

For the attention of: Xxxx Xxxxxxxxxx

Sand Xxxxxx Applied Innovation Campus

Sand Xxxxxx

York

Xxxxx Xxxxxxxxx XX00 0XX

Xxxxxxx

Xxxxxx Xxxxxxx

 

email: Xxxx.Xxxxxxxxxx@Xxxxxxx.xxx 

 

   
   

 

18.2 Any notice or communication given in accordance with Clause 18.1 will be deemed to have been served:

 

  18.2.1 if given as set out in Clause 18.1.1, at 9.00am on the ninth Business Day after the date of posting;
     
  18.2.2 if given as set out in Clause 18.1.2, at 9.00am on the sixth Business Day after the date of posting;
     
  18.2.3 if given as set out in Clause 18.1.3, at the time the notice or communication is delivered to or left at that Party’s address; and
     
  18.2.4 if given as set out in Clause 18.1.4, at the time of confirmation of completion of transmission of the facsimile by way of a transmission report,

 

  provided that if a notice or communication is deemed to be served before 9.00am on a Business Day it will be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it will be deemed to be served at 9.00am on the immediately following Business Day.
   
18.3 To prove service of a notice or communication it will be sufficient to prove that the provisions of Clause 18.1 were complied with.

 

19 General
   
19.1 Entire Agreement
   
19.2 This Agreement and the documents referred to in it constitute the entire agreement between the Parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

 

  19.2.1 no Party has entered into this Agreement in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by another Party or any other person and whether made to the first Party or any other person) which is not expressly set out in this Agreement;

 

   
   

 

  19.2.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into this Agreement and which is expressly set out in this Agreement will be for breach of contract; and
     
  19.2.3 nothing in this Clause 19 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

 

19.3 No Waiver
   
  A delay in exercising or failure to exercise a right or remedy under or in connection with this Agreement will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.
   
19.4 Severance
   
  If any term of this Agreement is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from this Agreement and this will not affect the remainder of this Agreement which will continue in full force and effect.
   
19.5 Variation
   
  No variation to this Agreement will be effective unless it is in writing and signed by or on behalf of each party to this Agreement.
   
19.6 Further Assurance
   
19.7 Each Party will at its own cost:

 

  19.7.1 execute all such documents and do all such acts and things; and
     
  19.7.2 use its best endeavours to procure that all relevant third parties execute all such documents and do all such acts and things,
     
  as the other Party may reasonably request from time to time in order to give full effect to the provisions of this Agreement (including the rights given under it) and the transactions contemplated by it.

 

19.8 Counterparts
   
  This Agreement may be executed in any number of counterparts, each of which will constitute an original, but which will together constitute one agreement.

 

   
   

 

19.9 Rights Of Third Parties
   
  The Parties do not intend that any term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to this agreement.
   
19.10 Costs And Expenses
   
  Except where expressly stated, each Party will bear its own costs and expenses incurred in connection with or arising out of the negotiation, preparation and execution of this Agreement.
   
19.11 Payments

 

  19.11.1 Except as required by law, all payments by the Seller pursuant to this Agreement will be made free and clear of all deductions and withholdings whether in respect of taxation or otherwise. If any deduction or withholding is required by law to be made from any payment by the Seller pursuant to this Agreement or if (ignoring any available relief or allowance) the Purchaser is subject to taxation in respect of any such payment then the Seller will pay to the Purchaser such additional amount as is necessary to ensure that the net amount received and retained by the Purchaser (after taking account of such deduction or withholding or taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or taxation.
     
  19.11.2 Except as required by law, all payments by the Purchaser or Integumen pursuant to this Agreement will be made free and clear of all deductions and withholdings whether in respect of taxation or otherwise. If any deduction or withholding is required by law to be made from any payment by the Purchaser or Integumen pursuant to this Agreement or if (ignoring any available relief or allowance) the Seller is subject to taxation in respect of any such payment then the purchaser or Integumen will pay to the Seller such additional amount as is necessary to ensure that the net amount received and retained by the Seller (after taking account of such deduction or withholding or taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or taxation

 

19.12 Continuation
   
  Unless otherwise provided, any outstanding obligation contained in this Agreement will remain in force notwithstanding Completion.
   
19.13 Rights Cumulative
   
  Save as otherwise expressly provided under Clause 19.2.2 the rights and remedies set out in this Agreement are in addition to and not exclusive of any rights and remedies provided by law.

 

   
   

 

19.14 Survival of Obligations
   
  The provisions of this Agreement which have not been performed on Completion shall remain in full force after Completion. The Warranties and Fundamental Warranties and Indemnities shall not in any respect be extinguished or affected by Completion.
   
19.15 Termination

 

  19.15.1 On termination of this Agreement in accordance with Clause 3.9 or otherwise the Continuing Provisions shall continue to apply.
     
  19.15.2 Any cessation and determination pursuant to Clause 3.9 or otherwise shall be without prejudice to the rights, obligations or liabilities of any Party which shall have accrued or arisen prior to such termination.

 

19.16 Law and Jurisdiction

 

  19.16.1 This Agreement and any dispute or claim hereunder (whether contractual or non-contractual) shall be construed in accordance with and governed by the laws of England and Wales.
     
  19.16.2 The parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

 

   
   

  

SCHEDULE 1

 

Purchase Price

 

ASSET   PURCHASE PRICE  
Business Assets   £ 3,030,000  
Total   £ 3,030,000  

 

  
  

  

Schedule 2

 

Part 1

 

Conditions To Completion

 

1. At Completion (to the extent that they have not been satisfied prior to Completion) the Seller shall procure and deliver to the Purchaser:

 

  1.1. The Seller’s Disclosure Letter;
     
  1.2. evidence that all mortgages, fixed charges or other Encumbrances over the Business Assets (or any of them) have been duly vacated (including but not limited to the Subordinated Security) or (if the mortgages or fixed charges or other Encumbrances also relate to other property) duly executed releases of the Business Assets from such mortgages or fixed charges or other Encumbrances together with letters of non-crystallisation in relation to any floating charges, in each case in the agreed form;
     
  1.3. a copy of a resolution of the board of directors (certified by a duly appointed officer as true and correct) of the Seller authorising the execution of and the performance by the Seller of its obligations under the Agreement and each of the documents contemplated therein;
     
  1.4. a copy of the consent of such number of the shareholders of the Seller, as is required in order to approve of the sale of the Business and the Business Assets to the Purchaser, in accordance with the terms of this Agreement;
     
  1.5. confirmation, in a form satisfactory to the Purchaser, that the Seller has complied with its obligations under the Securities Exchange Act of 1934 in respect of the sale of the Business Assets, including but not limited to, the issue of a Schedule 14C information statement; and
     
  1.6. evidence, in a form satisfactory to the Purchaser, that the Seller has obtained the consent of in excess of 50% of its shareholders to the sale and purchase of the Business and the Business Assets, as contemplated by this Agreement.

 

2. At Completion (to the extent that they have not been satisfied prior to Completion) the Purchaser and Integumen shall procure and deliver to the Seller:

 

  2.1. The Integumen Disclosure Letter;
     
  2.2. a copy of a resolution of the board of directors (certified by a duly appointed officer as true and correct) of the Purchaser and Integumen authorising the execution of and the performance by the Purchaser and Integumen of its obligations under the Agreement and each of the documents contemplated therein;
     
  2.3. audited consolidated financial statements of the Integumen as required under the Securities Exchange Act of 1934;
     
  2.4. evidence that the Integumen has secured a loan facility from Ulster Bank of €1,000,000;
     
  2.5. evidence that the Related Transactions have completed; and
     
  2.6. evidence that Integumen has appointed a broker or financial advisor in respect of the Listing.

  

  
  

  

Part 2

 

Interim Period

 

Conduct of business during the Interim Period

 

1. At all times during the Interim Period, the Seller shall:

 

  1.1. procure that the Seller carries on the Business in the normal course and in the manner provided in this Schedule 2 Part 2;
     
  1.2. use all reasonable endeavours to maintain the trade and trade connections of the Seller;
     
  1.3. promptly notify the Purchaser in writing of any material change in the Business, financial position or assets of the Seller;
     
  1.4. promptly provide the Purchaser with such information relating to the business and affairs of the Seller, and such access to their books and records, as the Purchaser may reasonably request from time to time; and
     
  1.5. not induce, or attempt to induce (whether directly or indirectly), any of the Employees to terminate their employment.

 

Matters subject to the Purchaser’s consent

 

2. During the Interim Period, the Seller shall not (nor shall it agree to), without the Purchaser’s written consent:

 

  2.1. dispose of any material assets used or required for the operation of the Business;
     
  2.2.  grant any Encumbrance over any of the Business Assets;
     
  2.3. allot any Shares or other securities or repurchase, redeem or agree to repurchase or redeem any of its shares other than the issue of shares to (1) Related Parties under the Subordinated Security necessary to release the Encumbrances at Transfer Date; or (ii) under consultancy agreements with Related Parties;
     
  2.4. pass any resolution of its members which adversely affect the transfer of the Business Assets contemplated under this Agreement;
     
  2.5. enter into, modify or agree to terminate any Material Contract ;
     
  2.6. borrow any sum in excess of £5,000;

  

  
  

 

  2.7. make any loan or cancel, release or assign any indebtedness owed to it or any claims held by it, other than in the ordinary course of the Business;
     
  2.8. enter into any lease, lease-hire or hire-purchase agreement or agreement for payment on deferred terms;
     
  2.9. declare or pay any dividend or make any other distribution of its assets;
     
  2.10. make any material alterations to the terms of employment (including benefits) of any of its Directors, officers or Employees;
     
  2.11. other than to the extent required to comply with a legislative requirement, amend any agreements or arrangements for the payment of pensions or other benefits on retirement to any of its current or former Employees or Directors (or any of their dependants);
     
  2.12. provide any non-contractual benefit to any Director, officer, Employee or their dependants;
     
  2.13. dismiss any of its Employees or employ or engage (or offer to employ or engage) any person, where such person would be entitled to a salary in excess of £25,000;
     
  2.14. create any Encumbrance over any of its assets or its undertaking;
     
  2.15. give any financial or performance guarantee, or any similar security or indemnity;
     
  2.16. commence, settle or agree to settle any legal proceedings relating to the Business, or otherwise concerning the Company, except debt collection in the normal course of business;
     
  2.17. grant, modify, agree to terminate or permit the lapse of any Intellectual Property Rights or enter into any agreement relating to any such rights;
     
  2.18. make any material change to the accounting procedures, principles or policies by reference to which its accounts are drawn up; or
     
  2.19. permit any of its insurance policies to lapse or do anything which would reduce the amount or scope of cover or make any of its insurance policies void or voidable.

 

  
  

 

Part 3

 

Activities Post Completion

 

1. Subsequent to Completion (to the extent that they have not been satisfied prior to Completion) the Seller shall procure and deliver to the Purchaser as soon as reasonably practicable following Completion (and in any event no later than 60 Business Days following Completion):

 

  1.1. all of the Business Assets that are capable of transfer by delivery;
     
  1.2. duly executed assignments of the Business Rights, in each case in the agreed form;
     
  1.3. duly executed Conveyance, Assignment and Xxxx of Sale in relation to any registered Business Intellectual Property in the Form of Exhibit A;
     
  1.4. the Business Know How reduced to writing as part of the Records and adequately documented to enable the Purchaser to acquire its full benefit;
     
  1.5. the Business Contracts together with, where appropriate, consent of any relevant third party to the assignment to Integumen of such Business Contracts, in each case in the agreed form;
     
  1.6. the Records and Business Information;
     
  1.7. completed documentation or evidence of completed online authorisation process as required by the relevant registrar of the domain names set out below in order to effect the transfer of those domain names to the Purchaser:

 

  (i) xxx.xxxxxxxxxxxx.xxx;
     
  (ii) xxx.xxxxxxxxxxxx.xxx;
     
  (iii) xxx.xxxxxxxxxxxx.xx;
     
  (iv) xxx.xxxxxxxxxxxx.xx;
     
  (v) xxx.xxxxxxxxxxxx.xx.xx;
     
  (vi) xxx.xxxxxxxxxxxx.xxx.xx;
     
  (vii) xxx.xxxxxxxxxxxx.xxxx;
     
  (viii) xxx.xxxxxxxxxxxx.xxx;
     
  (ix) xxx.xxxxxxxxxxxx.xx;
     
  (x) xxx.xxxxxxxxxxxxxxxxx.xxx;
     
  (xi) xxx.xxxxxxxxxxxxxxxxx.xxx;
     
  (xii) xxx.xxxxxxxxxxxx.xx;
     
  (xiii) xxx.xxxxxxxxxxxx.xx; and
     
  (xiv) xxx.xxxxxxxxxxxx.xxx.

 

  1.8. any waiver, consent or other document necessary to give the Purchaser (or its nominee(s)) full legal and beneficial ownership of the Business Assets; and
     
  1.9. all password and log in details for all Twitter, Facebook and other social media accounts owned by the Seller in relation to the Visible Youth brand.

  

  
  

  

SCHEDULE 3

 

The Business Contracts

 

  1. Snowbell Management Limited Agreement dated July 19,2015 as amended January 29, 2016 and July 15, 2016;
     
  2. Hampshire Cosmetics Agreement dated September 24, 2015;
     
  3. Formula1 cosmetics development Ltd letter Agreement dated May 5, 2016;
     
  4. FMI Enterprises Ltd and Xxxxx Xxxxxxx Agreement effective October 1, 2015;
     
  5. Outside Collective Letter Agreement dated February 9, 2016; and
     
  6. Agreement with PhytogenX dated October 16, 2013 in respect of historic formulations.

  

  
  

  

SCHEDULE 4

 

The Seller’s Business Intellectual Property

 

1. Patents - Cosmetic Composition for the Treatment of Skin and Methods Thereof

 

Title of Invention   Country   Status   Serial No.   National Phase
Entry Date
Cosmetic Composition for the Treatment of Skin and Methods Thereof   Canada   Application   2,662,581   March 5, 2009
Cosmetic Composition for the Treatment of Skin and Methods Thereof   United States   Granted June 2014   12/439,811   March 3, 2009
Cosmetic Composition for the Treatment of Skin and Methods Thereof   Europe   Application   078005865   March 16, 2009
Cosmetic Composition for the Treatment of Skin and Methods Thereof   Australia   Granted January 2014   0000000000   April 2, 2009
Cosmetic Composition for the Treatment of Skin and Methods Thereof   New Zealand   Granted January 2013   575334   March 5, 2009
Cosmetic Composition for the Treatment of Skin and Methods Thereof   China   Granted December 2013   100037   April 9, 2009
Cosmetic Composition for the Treatment of Skin and Methods Thereof   Japan   Granted May 2015   2009/527658   March 10, 2009
Cosmetic Composition for the Treatment of Skin and Methods Thereof   Hong Kong   Application   09110376.4   November 6, 2009

 

2. New Patent Application for Extending the Cosmetic Effects of Botox®* and Dermal Fillers

 

Title of Invention   Country   Status   Serial No.
Methods and Compositions for Enhancing and Extending the Cosmetic Effects of Non-Surgical Interventions   Patent Co-operation Treaty   Application   PCT/US15/23183

 

  
  

 

3. Trademarks

 

Trademark   Country   Registration No.   Classes   Status
Visible Youth   United States   3139439   03   Granted/Registered
Visible Youth   Australia   768865   03, 05   Granted/Registered
Visible Youth   Canada   A393144   03, 05   Granted/Registered
Visible Youth   France   1590434   03, 05   Granted/Registered
Visible Youth   Japan   0000000   03   Granted/Registered
Visible Youth   Switzerland   508958   03, 05   Granted/Registered
Visible Youth   EU Community   002984367   03, 05   Granted/Registered
Visible Youth   EU Community   015447592   03, 05   Application
VY Logo   EU Community   015454051   03, 05   Application
Visible Youth   PR China   12407092/12407091   03, 05   Application

 

4. Domain Names

 

  (i) xxx.xxxxxxxxxxxx.xxx;
     
  (i) xxx.xxxxxxxxxxxx.xxx;
     
  (ii) xxx.xxxxxxxxxxxx.xx;
     
  (iii) xxx.xxxxxxxxxxxx.xx;
     
  (iv) xxx.xxxxxxxxxxxx.xx.xx;
     
  (v) xxx.xxxxxxxxxxxx.xxx.xx;
     
  (vi) xxx.xxxxxxxxxxxx.xxxx;
     
  (vii) xxx.xxxxxxxxxxxx.xxx;
     
  (viii) xxx.xxxxxxxxxxxx.xx;
     
  (ix) xxx.xxxxxxxxxxxxxxxxx.xxx;
     
  (x) xxx.xxxxxxxxxxxxxxxxx.xxx;
     
  (xi) xxx.xxxxxxxxxxxx.xx;
     
  (xii) xxx.xxxxxxxxxxxx.xx
     
  (xiii) xxx.xxxxxxxxxxxx.xxx; and
     
  (xiv) all Twitter and Facebook accounts owned by the Seller in relation to the Visible Youth brand.

 

5. Unregistered marks

 

“It’s the molecule”

Existing Visible Youth Logo

 

6. Copyright

 

Copyright in photography by Xxxxxxx Xxxxxxx dated February 18, 2016.

 

  
  

 

The Integumen Business Intellectual Property

 

1. Patents

 

    Country   Status   Serial No.   National Phase
Entry Date
Antimicrobial formulation containing usnic acid/usnate, primary solvent, glycol and hydrophobic fatty acid/alcohol component   Europe   Granted January 2015  

WO-2011/055139

EP 2496215 B1

   1.11.10
Usnic acid + copper/bismuth salt as antibacterial/anti-acne agent   Europe   Granted August 2016  

WO-2012/085559

EP 2654746 B1

   20.12.11
“Hi-lo” usnic acid/usnate formulations   Europe   Pending  

WO-2012/131347

EP 2691076 A1

   26.03.12

“Hi-lo” usnic acid/usnate formulations

 

   USA   Pending  

WO-2012/131347

 

   26.03.12

“Hi-lo” salicylic acid formulations

 

   Europe   Pending  

WO-2012/131348

EP 2691077 A1

   26.03.12

“Hi-lo” salicylic acid formulations

 

   USA   Pending  

WO-2012/131348

   26.03.12

 

2. Trademark

 

    Country   Registration Number   Classes   Status
Clarogel   Europe   015003131   03,05 Registered   Registered

 

  
  

 

SCHEDULE 5

 

Assumed Liabilities

 

1. Those liabilities costs and expenses which are specifically set out in Schedule 1 to the Seller’s Disclosure Letter.

 

  
  

 

 

SCHEDULE 6

 

Business Assets

 

1. Visible Youth Limited No 06946564

 

  
  

 

 

SCHEDULE 7

 

The Property

 

None.

 

  
  

 

SCHEDULE 8

 

Seller Warranties

 

Part 1

 

Fundamental Warranties of Seller

 

1. CAPACITY

 

The Seller confirms that it has full legal right, power and authority to enter into and perform the obligations contained in this Agreement and all documents and transactions referred to in this Agreement by which it is a party without obtaining the consent or approval of any other person, court, governmental authority or other third party, other than the consent of a majority of its shareholder which shall not have been obtained on the date on which this Agreement is entered into by the Parties but which shall be obtained in advance of Completion. Furthermore, the Seller confirms that this Agreement constitutes obligations legally binding on the Seller in accordance with its terms.

 

2. INSIDERS’ INTERESTS

 

  2.1. There is not outstanding and there has not at any time during the period of three years ending on the date of this Agreement been outstanding any Contract relating to the Business to which the Seller is or was a party and in which any Insider is or was interested in any way whatsoever (excluding the Subordinated Security and any Contract of employment or consultancy agreement between the Seller and any Related Party).
     
  2.2. No Insider has any interest, direct or indirect, in any trade or business which competes or is likely to compete with the Business.

 

3. ASSETS

 

  3.1. Each of the Business Assets is legally and beneficially owned by the Seller free from any Encumbrance or any claim to, or Contract to grant, any Encumbrance, (other than the Subordinated Security which will be released on Completion and the rights of Dr G Hack in respect of PCT/US15/23183; Methods and Compositions for Enhancing and Extending the Cosmetic Effects of Non-Surgical Interventions) and is not to any extent surplus to the requirements of the Business.
     
  3.2. The Seller has not agreed to acquire or develop any of the Business Assets on terms that the property in it does not pass until full payment is made other than product formulations and packaging designs under The Business Contracts itemised on Schedule 3 .
     
  3.3. The Business Assets comprise all the assets now used in the Business and that are necessary or desirable for the carrying on of the Business in the manner in which it is currently carried on.

  

  
  

 

PART 2

 

General Warranties of Seller

 

1. THE ACCOUNTS

 

  1.1. True and fair view

 

The Seller Accounts (a copy of which is enclosed in the Disclosure Documents) give a true and fair view of the assets, liabilities and financial position of the Seller as at the Seller Accounting Date and of the profits (or losses) of the Seller for the financial year ending on that date.

 

  1.2. Compliance with Accounting Standards

 

The Accounts have been properly prepared in accordance with the historical cost convention, with all applicable laws and with US GAAP.

 

  1.3. Audit

 

The Accounts have been audited and include all audit reports required, that are unqualified and do not include any reference to any matters to which the auditor wished to draw attention by way of emphasis, as contemplated other than as disclosed in the Seller’s Disclosure Letter.

 

  1.4. Consistency

 

The Accounts have been prepared in accordance with the accounting policies and applying the methods and underlying assumptions in each case as used in the preparation of the statutory accounts of the Seller for the preceding 3 (three) financial years.

 

  1.5. Provisions and disclosures

 

The Seller’s Accounts:

 

  1.5.1. fully provide for all liabilities whatsoever (other than contingent or potential liabilities which are fully disclosed in the Seller’s Accounts) and fully disclose all capital, pension and other financial commitments of the Seller as at the Seller Accounting Date; and
     
  1.5.2. fully provide for all bad and doubtful debts or, where US GAAP applies, all impairment of trade receivables, as at the Seller Accounting Date.

 

  1.6. Assets and profits (or losses)

 

The Seller Accounts correctly and accurately set forth all the assets of the Seller that are attributable to the Business as at the Seller Accounting Date and the profits (or losses) of the Seller for the financial year which ended on the Seller Accounting Date.

  

  
  

 

  1.7. Non-recurring and unusual items

 

The profits or losses and assets and liabilities of the Seller for the 3 (three) consecutive financial years ended on the Seller Accounting Date as shown by the Seller Accounts (and by the previous statutory accounts of the Seller delivered to the Purchaser) have not been affected by:

 

  1.7.1. the inclusion of any exceptional, unusual or non-recurring items, events or transactions;
     
  1.7.2. transactions entered into otherwise than on normal commercial terms; or
     
  1.7.3. by any other factors rendering such profits or losses or assets and liabilities for any of such periods unusually high or low.
     
  1.8. Stock

 

The Seller Accounts attribute a value to Stock which is the lower of cost or net realisable value as at the Seller Accounting Date after wholly writing off all redundant or obsolete Stock and appropriately writing down all slow moving and damaged Stock. The methods used in calculating cost and net realisable value for the purposes of valuing Stock in the Seller Accounts were the same as those used for the purpose of valuing Stock in the statutory accounts of the Seller for the preceding 3 (three) financial years.

 

2. RECORDS
   
2.1. The Records (including all invoices and other records required for VAT purposes and the Business Information):

 

  2.1.1. are complete, accurate and up to date;
     
  2.1.2. give and reflect an accurate record of the financial, contractual and trading position of the Business and of its plant and machinery, fixed and current assets and liabilities (actual and contingent), debtors and creditors and stock-in-trade and all other matters which would normally be expected to appear in them; and
     
  2.1.3. are exclusively owned by the Seller, under its direct control and in its possession.

  

  
  

 

3. MANAGEMENT ACCOUNTS
   
3.1. The Management Accounts (a copy of which is enclosed in the Seller’s Disclosure Letter) have been prepared in accordance with the accounting principles and policies, and applying the methods and underlying assumptions used in the preparation of:

 

  3.1.1. the Seller Accounts; and
     
  3.1.2. the management accounts for the Seller prepared for the 6 months period to the Seller Accounting Date,

 

and those accounting principles, policies, methods and underlying assumptions have been consistently applied throughout the period to which the Management Accounts relate.

 

3.2. The Management Accounts:

 

  3.2.1. are not misleading in any respect;
     
  3.2.2. fairly reflect the value of any of the assets and liabilities of the Seller as at the dates to which they were drawn up; and
     
  3.2.3. fairly reflect the profits and turnover of the Seller in respect of the periods to which they relate.

 

4. CHANGES SINCE THE ACCOUNTING DATE
   
4.1. Since the Seller Accounting Date:

 

  4.1.1. the Business has been carried on in the ordinary and usual course and in the same manner (including nature and scope) as in the 12 months preceding the Seller Accounting Date;
     
  4.1.2. there has been no adverse change in the financial or trading position or prospects of the Seller in relation to the Business including any adverse change in respect of turnover, profits, margins of profitability, liabilities (actual or contingent) or expenses (direct or indirect) of the Seller in relation to the Business;
     
  4.1.3. there has been no reduction in the value of the net assets of the Seller attributable to the Business determined in accordance with the same accounting policies as those applied in the Seller Accounts (on the basis that each of the assets of the Seller is valued at a figure no greater than the value attributed to it in the Seller Accounts or, in the case of any assets acquired by the Seller after the Seller Accounting Date, at a figure no greater than cost);
     
  4.1.4. the Seller has not acquired, or agreed to acquire, in relation to the Business any single asset having a value in excess of £10,000 or assets having an aggregate value in excess of £20,000;

  

  
  

 

  4.1.5. the Seller has not disposed of, or agreed to dispose of, any asset of the Business (excluding Stock disposed of in the ordinary and usual course of business) having a value reflected in the Seller Accounts in excess of £10,000 or acquired since the Seller Accounting Date; and
     
  4.1.6. the Seller has not assumed or incurred, or agreed to assume or incur, a liability, obligation or expense (actual or contingent) in relation to the Business for a value in excess of £20,000.

 

5. DEBTS

 

5.1. No single person owes the Seller more than £20,000 at the date of this Agreement in relation to the Business.
   
5.2. Not more than 10% of the aggregate value of the Trade Debts (apart from bad and doubtful debts to the extent to which they have been provided for in the Accounts) are owed by any single person.
   
5.3. The Seller is not entitled to the benefit of any of the Trade Debts otherwise than as the original creditor and the Seller has not factored, deferred or discounted any of the Trade Debts or agreed to do so.
   
5.4. All of the Trade Debts (apart from bad and doubtful debts to the extent to which they have been provided for in the Seller Accounts) will realise in the normal course of collection and in any event within three months after Completion without any rebate, allowance or repayment having to be made to the debtor concerned, their full value as included in the Accounts or in the books of the Seller, and no such debt nor any part of it has been outstanding for more than two months from its due date for payment.

 

6. INTELLECTUAL PROPERTY RIGHTS AND KNOW HOW
   
6.1. All Intellectual Property Rights and Know How used in, or held in relation to, the Business (save for Intellectual Property Rights and Know How licensed to the Seller under any Business Contract and identified in Schedule 3) are legally and beneficially owned by the Seller free from any Encumbrance other than the Subordinated Security which will be released on Completion and the rights of Dr G Hack in respect of PCT/US15/23183; Methods and Compositions for Enhancing and Extending the Cosmetic Effects of Non-Surgical Interventions.
   
6.2. All Business Intellectual Property is listed and described in Schedule 4 and, together with the Business Know How, comprises all the Intellectual Property Rights and Know How that is necessary or desirable for the Seller to operate the Business as it is currently operated.
   
6.3. All Business Intellectual Property is (and nothing has been done or omitted to be done whereby any of it might cease to be) valid, subsisting and enforceable. In respect of registered Business Intellectual Property, all renewal fees have been duly paid, all steps required for their maintenance and protection have been taken and to the best of Seller’s knowledge, information and belief there are no grounds on which any person is or will be able to seek cancellation, rectification, revocation or any other modification of any registration.

  

  
  

 

6.4. There are, and have been, no proceedings, actions or claims and none are pending or threatened or will arise, impugning the title, validity or enforceability of any of the Business Intellectual Property or Business Know How or claiming any right or interest in the Business Intellectual Property or the Business Know How other than as disclosed in the Seller’s Disclosure Letter.
   
6.5. There is, and has been, no infringement of any of the Business Intellectual Property and none is pending or threatened other than as disclosed in the Seller’s Disclosure Letter.
   
6.6. Subject to paragraph 6.11, no Contract or consent in respect of any of the Business Intellectual Property or Business Know How has been entered into or given by the Seller in favour of any third party and the Seller is not obliged to enter into any such Contract or grant any such consent.
   
6.7. The past and present activities of the Seller (including the processes, methods, Software, goods and services used or dealt in by it, and the products or services manufactured or supplied by it) in relation to the Business:

 

  6.7.1. subject to paragraph 6.11, are not, and have not been, subject to the licence, consent or permission of, or payment to, any other party;
     
  6.7.2. to the best of Seller’s knowledge, information and belief do not infringe, have not infringed and will not result in any claim in relation to, any Intellectual Property Rights or Know-How of any third party; and
     
  6.7.3. to the best of Seller’s knowledge, information and belief have not, and will not, result in a claim in respect of Intellectual Property Rights against the Seller including any liability to any compensation under Section 40 and Section 41 of the Patents Xxx 0000.

 

6.8. The Business Know How is all clearly and comprehensively documented and is contained in (and forms part of) the Records and all such documents are held by the Seller and will be available for delivery to the Purchaser as provided for in this Agreement.
   
6.9. The Seller has not disclosed, and is not obliged to disclose, any of the Business Know How to any third party, other than those of its officers, employees or consultants who are bound by obligations of confidence. Save for the Employees, no third party has had access to any of the Business Know How. The Seller is not restricted in its ability to use, or to disclose any of the Business Know How.
   
6.10. To the best of Seller’s knowledge, information and belief there are no circumstances which would render any current application for registration of the Business Intellectual Property unacceptable to the relevant registry or other authority or which would prevent any such application from proceeding to grant and registration.

  

  
  

 

6.11. Complete and accurate copies of all licences, sub-licences and other agreements whereby the Seller is licensed or otherwise authorised to use the Intellectual Property Rights, or Know How of a third party in connection with the Business or whereby the Seller licenses or otherwise authorises a third party to use any of the Business Intellectual Property or Business Know How are enclosed in the Seller’s Disclosure Letter. All of them are in full force and effect, no notice having been given to terminate them, and the obligations of all parties in respect of them have been fully complied with and no disputes have arisen in respect of them.
   
6.12. The Seller has in its possession all necessary drawings, descriptions, artwork, specifications, prototypes, databases and other documents and things necessary to establish the Seller’s ownership of the Business Intellectual Property and the Business Know How and, to the extent that it is relevant to establish the existence of Intellectual Property Rights, to prove that such is original or novel or both, as the case may be. All such items are contained in (and form part of) the Records.
   
6.13. Paragraph 4 of Schedule 4 contains a full list of domain names and other electronic addresses in connection with the internet or worldwide web (including e-mail addresses) which are held by, registered on behalf of, or are or have been used in respect of the Business. The Seller confirms that it is the registered owner of each such domain name set out in Schedule 4.
   
6.14. The execution and performance of this Agreement will not result in the termination of, or materially affect any, Business Intellectual Property Rights or licences, sub-licences and other agreements whereby the Seller is licensed or otherwise authorised to use the Intellectual Property Rights, or Know How of a third party in connection with the Business or whereby the Seller licenses or otherwise authorises a third party to use any of the Business Intellectual Property or Business Know How.
   
6.15. The activities involved in the conduct of the Business:

 

  6.15.1. to the best of Seller’s knowledge, information and belief have not infringed, do not infringe and are not likely to infringe the Intellectual Property Rights of any third party;
     
  6.15.2. to the best of Seller’s knowledge, information and belief have not constituted, do not constitute and are not likely to constitute any breach of confidence, passing off or actionable act of unfair competition; and
     
  6.15.3. have not given and do not give rise to any obligation to pay any royalty, fee, compensation or any other sum whatsoever.

  

  
  

 

7. PROPERTY
   
7.1. Details of the Property
   
  The particulars of the Property shown in Schedule 7 (including in the case of registered land the class of title and title number) are true, complete and accurate.
   
8. ENVIRONMENTAL
   
8.1. EHS Permits

 

  8.1.1. The Seller has lawfully obtained all EHS Permits. Each EHS Permit is in full force and effect and the Seller complies and has complied at all times with and can continue to comply in the future with all conditions of each such EHS Permit.
     
  8.1.2. True and complete copies of all EHS Permits obtained by the Seller (including any variation notices applicable thereto) are included in the Seller’s Disclosure Letter.
     
  8.1.3. No works or costs are or will be necessary to obtain or secure compliance with or maintain any EHS Permit, or otherwise for the Business to comply with EHS Law and so far as the Seller is aware there is not, and is not likely to be, any requirement for an EHS Permit to be obtained after Completion.
     
  8.1.4. The Seller has not received any communication in any form in respect of any EHS Permit, refusing, varying, modifying, revoking, suspending or cancelling the same or indicating an intention or threatening so to do and there are no facts or circumstances which may result in any EHS Permit being refused, breached, varied, modified, revoked or suspended or which may prejudice its renewal or transfer.

 

8.2. Compliance with EHS Law

 

  8.2.1. The Seller and its officers, agents and employees comply and have at all times complied with EHS Law in operating the Business.
     
  8.2.2. The Seller has not received any communication in any form from any relevant authority from which it appears that it may be or is alleged to be in breach of EHS Law, or where failure to comply with such communication could constitute a breach of EHS Law or where compliance with such communication could be secured by further proceedings by such relevant authority. There are no circumstances which might give rise to such a communication being received and the Seller is not aware of any intention on the part of any such authority to give such communication.

  

  
  

 

8.3. Liability

 

  8.3.1. There are no facts or circumstances which may give rise to any actual or potential liability (whether civil or criminal) on the part of the Seller or any of its officers in relation to EHS Matters as a result of its operation of the Business.
     
  8.3.2. The Seller has not received any notice or intimation of any complaint or claim from any person in respect of EHS Matters that relates to the Business.
     
  8.3.3. The Seller is not, and has not been, engaged in any action, litigation, arbitration or dispute resolution proceedings or subject to any investigation under EHS Law or otherwise in relation to EHS Matters that relate(s) to the Business and the Seller is not aware of any such matters pending or being threatened or of any circumstances or facts likely to give rise to any such matters.

 

8.4. Hazardous Substances

 

  8.4.1. The Property (including buildings) is free from any Hazardous Substance which could give rise (whether on the relevant site or elsewhere) to any actual or potential liability on the part of the Seller under EHS Law.
     
  8.4.2. There are no circumstances which may require expenditure (whether by the Seller or by any other person or authority) in cleaning up or decontaminating or otherwise on the Property in order to comply with EHS Law or otherwise for the protection of the Environment.

 

8.5. Information

 

  8.5.1. The Seller has at all times properly supplied to the competent authorities all information required by EHS Law to be supplied, all such information given (whether under a legal obligation or otherwise) was correct at the time the information was supplied and all information contained on public registers relating to such matters and all information records and data required to be maintained under EHS Law are complete and accurate.
     
  8.5.2. Full details of any remedial work carried out at the Property or any part of it and of any environmental assessment, audit, review or investigation conducted by or on behalf of the Seller or otherwise in relation to the Property or any part of it are set out in the Disclosure Documents.

  

  
  

 

9. CONTRACTS
   
  Insurance
   
9.1. Full particulars of the Seller’s insurances that relate to the Business or any part of it or to any of the Business Assets including any applicable application or proposal form and any related material provided to the insurer on the placement or renewal of each such insurance are set out in the Seller’s Disclosure Letter.
   
9.2. Full particulars of all claims (whether paid or outstanding) against, and if different all notifications to, the Seller’s insurances that relate to the Business or any part of it or to any of the Business Assets which have been made in the last 5 years are set out in the Seller’s Disclosure Letter.
   
9.3. In the last 5 years the Seller has not failed:

 

  9.3.1. to notify to any insurer any fact, matter or other circumstance which the Seller could and/or should have notified; or
     
  9.3.2. to make a claim which the Seller could and/or should have made, in compliance with any applicable insurance policy.

 

9.4. In the last 5 years no insurer has delayed, declined or otherwise failed to settle in full any claim without the Seller’s agreement, and full particulars of all claims whose settlement in whole or part the Seller agreed could be delayed, declined or otherwise not made are set out in the Seller’s Disclosure Letter.
   
  Material contracts
   
9.5. Other than as disclosed in the Seller’s Disclosure Letter, none of the Business Contracts:

 

  9.5.1. involves agency, distributorship, franchising, marketing rights, information sharing, manufacturing rights, consultancy, servicing, maintenance, inspection or testing;
     
  9.5.2. involves partnership, joint venture, consortium, joint development, shareholders’ or similar arrangements;
     
  9.5.3. involves hire purchase, conditional sale, credit sale, leasing, hiring or similar arrangements;
     
  9.5.4. involves or is likely to involve any capital expenditure by the Seller in relation to the Business or involves or is likely to involve an aggregate expenditure or receipt in excess of £10,000 by the Seller in relation to the Business;
     
  9.5.5. is incapable of complete performance in accordance with its terms within six months after the date on which it was entered into;

  

  
  

 

  9.5.6. cannot readily be fulfilled or performed by the Seller;
     
  9.5.7. is one that the Seller believes may result in a loss to the Seller;
     
  9.5.8. involves or is likely to involve the receipt or payment of a price above or below the prevailing market price ruling at the date of this Agreement or any other obligation, restriction, expenditure or receipt of an unusual, onerous or exceptional nature;
     
  9.5.9. is for the supply of goods by or to the Seller on a sale or return basis or on a consignment stock basis;
     
  9.5.10. is for the supply of goods or services by or to the Seller on terms under which retrospective or future discounts, price reductions or other financial incentives are given;
     
  9.5.11. is for the supply of goods or services by or to the Seller which is not on the current standard terms and conditions on which the Seller normally contracts to buy or supply goods or services, copies of which are included in the Seller’s Disclosure Letter;
     
  9.5.12. involves the forward purchase or sale of any currency, commodity, precious metal or other asset or any option to do the same;
     
  9.5.13. involves delegation of any power under a power of attorney or authorisation of any person (as agent or otherwise) to bind or commit the Seller to any obligation;
     
  9.5.14. restricts the freedom of the Seller to carry on its business in any part of the world or to use or exploit any of its assets, in each case in such manner as it may think fit;
     
  9.5.15. involves conditions, warranties, indemnities or representations given in connection with a sale of shares or an undertaking or fixed assets;
     
  9.5.16. is a guarantee, indemnity, surety or form of comfort in respect of the obligations of a third party, under which any liability or contingent liability is outstanding;
     
  9.5.17. includes any term which is not, or may not be, binding on the Seller or any other party in consequence of the Unfair Terms in Consumer Contracts Regulations 1999;
     
  9.5.18. is not on arm’s length terms or is in any way otherwise than in the ordinary and proper course of the Seller’s business; or
     
  9.5.19. relates to the management of the Business by the Seller or to the ownership or transfer of ownership or the letting of any of the Business Assets or the provision of finance, goods, services or other facilities to or by the Seller in any way relating to the Business or the Business Assets.

  

  
  

 

9.6. Other than the Business Contracts there are no other Contracts and no arrangements or understandings (whether legally binding or not) relating to the Business or the Business Assets which are material in relation to the Business or which the Purchaser would require to enable it to carry on the Business in the same manner as previously carried on by the Seller.
   
  Other business matters
   
9.7. During the 12 months ending on the date of this Agreement there has been no substantial change in the basis or terms on which any person is prepared to do business with the Seller in relation to the Business (apart from normal price changes), and no substantial customer or supplier of the Seller in relation to the Business (providing 5% or more of the Business’s supplies or turnover in any accounting period) has ceased or substantially reduced its business with the Seller, and no indication has been received by the Seller that there will or may be any such change, cessation or reduction.
   
9.8. The Seller does not carry on the Business under any names other than the business names of “Enhance Skin Products Inc.” and “Visible Youth” and there are no circumstances that might prevent the Purchaser from continuing to carry on the Business under such names.
   
9.9. During the 12 months ending on the date of this Agreement no code of practice and no notice affecting prices has been issued by any government department, association or similar body which relates to the Business.
   
9.10. There are no special circumstances which might lend to a restriction or hindrance of supply of the services now supplied by the Business.
   
10. COMPLIANCE, DISPUTES
   
  General legal compliance
   
10.1. The Seller has obtained all necessary licences, consents, permits and authorities (public and private) to enable it to carry on the Business effectively in the places and in the manner in which the Business is now carried on. All such licences, consents, permits and authorities (copies of which are included in the Seller’s Disclosure Letter) are valid and subsisting and have been complied with in all respects and there is no reason why any of them should be suspended, cancelled or revoked.
   
10.2. All legislation and all orders, provisions, directions and conditions relating to the Business Assets or the conduct of the Business (including tax) have been duly complied with in all respects save as Disclosed in Seller’s Disclosure Letter.

 

  
  

 

10.3. There is no pending legislation, statutory instrument, directive, regulation or standard (including any British or European Union standard) which is likely to affect the manner in which the Seller conducts the Business or the nature or specification of its products or supplies.
   
10.4. None of the officers, agents or employees of the Seller (during the course of his duties in relation to the Business) has committed or omitted to do any act or thing in contravention of any law, order, regulation or the like in the United Kingdom or elsewhere.
   
10.5. There is not pending, or in existence, any investigation or enquiry by, or on behalf of, any governmental or other body in respect of the affairs of the Business.
   
10.6. The Business Assets do not include any “criminal property” as defined by section 340 (3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition), save as Disclosed in the Seller’s Disclosure Letter expressly by reference to this paragraph 10.6.
   
  Fair trading
   
10.7. No agreement, transaction, practice or arrangement carried on or proposed to be carried on in connection with the Business by the Seller (or by any person for whose acts or defaults the Seller may be contractually or vicariously liable), whether unilaterally or with others, or to which the Seller (or any such person) is or proposes to become a party, and no state of affairs applicable to the Seller (or any such person) in relation to the Business:

 

  10.7.1. is or ought to have been registered in accordance with the provisions of the Restrictive Trade Practices Acts 1976 and 1977 or is or has been the subject of any enquiry, investigation or proceeding under the Restrictive Trade Practices Acts 1976 and 1977 or the Resale Prices Xxx 0000;
     
  10.7.2. is or has been the subject of an enquiry, investigation, reference or report under the Enterprise Xxx 0000, the Competition Act 1998 or any other legislation relating to monopolies or mergers or markets including the Xxxx Xxxxx Xxx 0000;
     
  10.7.3. infringes or falls within the scope of the offence created by section 188 of the Enterprise Xxx 0000;
     
  10.7.4. infringes or falls within the scope of Chapter I of the Competition Xxx 0000, or constitutes an abuse of dominant position contrary to Chapter II of such Act or is or has been the subject of any enquiry, request for information, investigation or proceedings in respect of either of these Chapters;
     
  10.7.5. infringes or falls within the scope of Article 101 of the EC Treaty, or constitutes an abuse of dominant position contrary to Article 102 of the EC Treaty, or infringes or falls within the scope of any regulation or other enactment made under Article 103 of the EC Treaty, or is or has been the subject of any enquiry, request for information, investigation or proceedings in respect of any of those Articles;

  

  
  

 

  10.7.6. infringes or falls within the scope of any other competition, anti-restrictive trade practice, anti-trust or consumer protection law or legislation applicable in the United Kingdom or elsewhere and not specifically mentioned in this paragraph or is or has been subject to any investigation, request for information, notice or other communication by any court, governmental or regulatory authority; or
     
  10.7.7. contravenes the provisions of the Trade Descriptions Acts 1968 and 1972,

 

and there are no circumstances indicating that any such enquiry, investigation, proceeding, reference or report relating to any such matter is likely to be made.

 

10.8. The Seller has not made or threatened to make in relation to the Business any complaint against any other person to any relevant authority under any law or legislation referred to in this paragraph 10.8.
   
10.9. The Seller has not (in relation to the Business or any of the Business Assets) given any assurance or undertaking to the Restrictive Practices Court, the Secretary of State for Trade and Industry, the Competition and Markets Authority, the Commission or General Court or Court of Justice of the European Union, or any other court, person or body, and the Seller is not subject to any act, decision, regulation, order or other instrument (statutory or otherwise) made by any of them relating to any matter referred to in this paragraph 10.9.
   
10.10. The Seller is not (in relation to the Business or any of the Business Assets) in default or in contravention of any article, act, decision, regulation, order or other instrument or of any assurance or undertaking relating to any matter referred to in this paragraph 10.10.

 

11. LITIGATION
   
11.1. Neither the Seller, nor any person for whose acts or defaults the Seller may be contractually or vicariously liable, is involved (whether as claimant, defendant or otherwise) in any civil, criminal, tribunal, arbitration, administrative or other proceedings in respect of the Business or any of the Business Assets other than as disclosed in the Seller’s Disclosure Letter.
   
11.2. No civil, criminal, tribunal, arbitration, administrative or other proceedings are pending or threatened by or against or concern the Seller in relation to the Business and there are no facts or circumstances likely to result in any such proceedings other than as disclosed in the Seller’s Disclosure Letter.
   
11.3. There is no outstanding or unsatisfied judgment, decree, order, award or decision of a court, tribunal, arbitrator or governmental agency against the Seller in relation to the Business and the Seller is not party to any undertaking or assurance given to a court, tribunal or any other person in connection with the determination or settlement of any claim or proceedings in relation to the Business.

 

  
  

 

12. ANTI-CORRUPTION
   
12.1. The Seller has in place adequate procedures designed to prevent its agents, employees, consultants and any other person who performs services for or on its behalf, from undertaking any conduct which might lead to the Seller being in breach of Section 7 of the Xxxxxxx Xxx 0000.
   
12.2. None of the employees or agents or anyone who performs or has performed services for or on behalf of the Seller in the context of the Business has done or omitted to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws.
   
13. DEFAULT
   
13.1. The Seller has not in the course of carrying on the Business manufactured, sold or supplied any product or service which did not or does not comply fully with all applicable laws, regulations, standards (including any British or European Union standards) and customers’ specifications or any representation or contractual term expressly or impliedly made by the Seller or which is, was or will become defective or unsafe.
   
13.2. The Seller is not in breach of any Contract to which it is a party and which relates to or affects the Business, and no other party to any such Contract is in breach of it. All agreements, rights, commitments, obligations, arrangements and understandings relating to or affecting the Business to which the Seller is a party are valid and enforceable. The Seller is not aware of any grounds for the termination, rescission, avoidance or repudiation of any Business Contract by the Seller or any other party to any such Business Contract.
   
14. INSOLVENCY
   
14.1. No meeting has been convened at which a resolution will be proposed, no petition has been presented, no order has been made and no resolution has been passed for the winding-up of the Seller or for the appointment of any provisional liquidator. The Seller has not called any formal or informal meeting of all or any of its creditors.
   
14.2. No administrative receiver, receiver or receiver and manager has been appointed of the whole or any part of the property, assets or undertaking of the Seller.

  

  
  

 

14.3. No administrator has been appointed in respect of the Seller and no steps or actions have been taken in connection with the appointment of an administrator in respect of the Seller.
   
14.4. No voluntary arrangement has been proposed or approved under Part I Insolvency Act 1986 and no compromise or arrangement has been proposed, agreed to or sanctioned under Sections 895 to Section 901 of the Companies Act in respect of the Seller.
   
14.5. No distress, execution or other process has been levied on or applied for in respect of any of the Business Assets.
   
14.6. The Seller has not stopped or suspended the payment of its debts or received a written demand pursuant to section 123(1)(a) Insolvency Xxx 0000 and the Seller is not insolvent or unable to pay its debts within the meaning of section 123 Insolvency Xxx 0000.
   
14.7. No disqualification order has at any time been made pursuant to the provisions of the Company Directors Disqualification Act 1986 or proceedings threatened against any former or current officer of the Seller.
   
14.8. Neither the Seller nor any of its directors has consulted a person qualified to act as an insolvency practitioner under Part XIII of the Insolvency Xxx 0000 or with a view to minimising the potential loss to the Seller’s creditors or otherwise in relation to any financial difficulty of the Seller.
   
14.9. The Seller has not been a party to any transaction at an undervalue as defined in section 238 of the Insolvency Xxx 0000 nor has it given nor received any preference as defined in section 239 of the Insolvency Xxx 0000, in either case within the period of two years ending on the date of this Agreement.
   
14.10. There are no facts in existence which are likely to lead to any of the events or circumstances referred to in this paragraph 14.
   
15. EFFECTS OF THE AGREEMENT
   
15.1. The customers and suppliers of the Business have not been directly informed by the Seller that the Business may or will be sold to the Purchaser, but, so far as the Seller is aware (without having made due enquiry), the acquisition of the Business by the Purchaser will not, and will not be likely to, affect the relationship between the Business and its customers, suppliers or the employees.
   
15.2. The execution of this Agreement and the observance and performance of its provisions will not and is not likely to:

  

  
  

 

  15.2.1. result in a breach of any Contract, law, regulation, order, judgment, injunction, undertaking, decree or similar imposition to or by which the Seller is party or bound, or entitle any person to terminate or avoid any Contract to which the Seller is party, or have any material effect on any such Contract;
     
  15.2.2. result in the loss or impairment of or any default under any licence, authorisation or consent required by the Seller for the purposes of the Business; or
     
  15.2.3. result in the creation, imposition, crystallisation or enforcement of any Encumbrance whatsoever on any of the Business Assets.

 

15.3. There is no Contract to which the Seller is party in respect of the Business which depends on the continuation of the connection (whether as shareholder or officer of the Seller or otherwise) of any person with the Seller.
   
16. GUARANTEE
   
  There is not now outstanding in respect of the Business any guarantee or agreement for indemnity or for suretyship given by or for the accommodation of the Business otherwise than by the Seller and all such guarantees or agreements have been Disclosed in the Seller’s Disclosure Letter.
   
17. TAX MATTERS
   
  All federal, state and other tax returns and reports of the Seller required by law to be filed have been duly filed, and all federal, state and other taxes, assessments, fees and other governmental charges upon the Seller with respect to its properties, assets, incomes, franchises or business which are due and payable have been paid or a reasonable reserve for such payment established on the Seller’s balance sheet except as disclosed in the Seller’s Disclosure Letter.

  

  
  

  

SCHEDULE 9

 

Integumen Warranties

 

PART 1

 

Fundamental Warranties of Integumen and the Purchaser

 

1. OWNERSHIP OF SHARES
   
  Integumen warrants that the Consideration Shares shall be validly issued and non-assessable to the Seller and free and clear of all Encumbrances and such shares shall be fully paid up.
   
2. CAPACITY
   
  The Purchaser and Integumen each confirm that they have full legal right, power and authority to enter into and perform the obligations contained in this Agreement and all documents and transactions referred to in this Agreement by which it is a party without obtaining the consent or approval of any other person, court, governmental authority or other third party. Furthermore, the Purchaser and Integumen each confirm that this Agreement constitutes obligations legally binding on them in accordance with its terms.

  

  
  

  

PART 2

 

General Warranties of Integumen and the Purchaser

 

1. THE ACCOUNTS
   
1.1. True and fair view
   
  The Integumen Accounts (a copy of which is enclosed in Integumen’s Disclosure Letter) give a true and fair view of the assets, liabilities and financial position of Integumen as at the Integumen Accounting Date and of the profits (or losses) of Integumen for the financial year ending on that date.
   
1.2. Compliance with Accounting Standards
   
  The Integumen Accounts have been properly prepared in accordance with the historical cost convention, with all applicable laws and with International Accounting Standards.
   
1.3. Audit
   
  The Innovenn UK Limited, Lifesciencehub UK Limited Accounts have been audited and include all audit reports required, that are unqualified and do not include any reference to any matters to which the auditor wished to draw attention by way of emphasis, as contemplated other than as Disclosed in the Integumen Disclosure Letter.
   
1.4. Consistency
   
  The Integumen Accounts have been prepared in accordance with the accounting policies and applying the methods and underlying assumptions in each case as used in the preparation of the statutory accounts of Integumen since its incorporation.
   
1.5. Provisions and disclosures
     
  The Integumen Accounts:
     
  1.5.1. fully provide for all liabilities whatsoever (other than contingent or potential liabilities which are fully disclosed in the Integumen Accounts) and fully disclose all capital, pension and other financial commitments of Integumen as at the Integumen Accounting Date; and
     
  1.5.2. fully provide for all bad and doubtful debts or, where International Accounting Standards Apply, all impairment of trade receivables, as at the Integumen Accounting Date.

 

   
   

  

1.6. Assets and profits (or losses)
   
  The Integumen Accounts correctly and accurately set forth all the assets of Integumen as at the Integumen Accounting Date and the profits (or losses) of Integumen for the financial year which ended on the Integumen Accounting Date.
   
1.7. Non-recurring and unusual items
   
  The profits or losses and assets and liabilities of Integumen since incorporation as shown by the Integumen Accounts have not been affected by:
   
  1.7.1. the inclusion of any exceptional, unusual or non-recurring items, events or transactions;
     
  1.7.2. transactions entered into otherwise than on normal commercial terms; or
     
  1.7.3. by any other factors rendering such profits or losses or assets and liabilities for any of such periods unusually high or low.
     
1.8. Stock
   
  The Integumen Accounts attribute a value to stock which is the lower of cost or net realisable value as at the Integumen Accounting Date after wholly writing off all redundant or obsolete stock and appropriately writing down all slow moving and damaged stock.
   
2. CHANGES SINCE THE ACCOUNTING DATE
   
2.1. Since the Integumen Accounting Date:
   
  2.1.1. there has been no adverse change in the financial or trading position or prospects of Integumen including any adverse change in respect of turnover, profits, margins of profitability, liabilities (actual or contingent) or expenses (direct or indirect) of Integumen; and
     
  2.1.2. there has been no reduction in the value of the net assets of Integumen determined in accordance with the same accounting policies as those applied in the Integumen Accounts (on the basis that each of the assets of Integumen is valued at a figure no greater than the value attributed to it in the Accounts or, in the case of any assets acquired by Integumen after the Accounting Date, at a figure no greater than cost).

 

   
   

 

3. DEBTS
   
3.1. No single person individually owes any Integumen Group Company more than £20,000 at the date of this Agreement.
   
3.2. Not more than 10% of the aggregate value of the trade debts (apart from bad and doubtful debts to the extent to which they have been provided for in the Accounts) owed to any Integumen Group Company are owed by any single person.
   
3.3. Integumen Group Companies are not entitled to the benefit of any trade debts otherwise than as the original creditor and no Integumen Group Company has factored, deferred or discounted any trade debts owed to it or has agreed to do so.
   
3.4. All of the trade debts (apart from bad and doubtful debts to the extent to which they have been provided for in the relevant accounts of each Integumen Group Company) will be realised by each Integumen Group Company in the normal course of collection and in any event within three months after Completion without any rebate, allowance or repayment having to be made to the debtor concerned, their full value as included in the relevant accounts or books of such Integumen Group Company, and no such debt nor any part of it has been outstanding for more than two months from its due date for payment.
   
4. INTELLECTUAL PROPERTY RIGHTS AND KNOW HOW
   
4.1. All Intellectual Property Rights and know how currently used by each Integumen Group Company listed and described in Schedule 4 (save for Intellectual Property Rights and Know How licensed to any Integumen Group Company) are legally and beneficially owned by Integumen, or another Integumen Group Company, free from any Encumbrance.
   
4.2. All Intellectual Property Rights currently used by each Integumen Group Company listed and described on Schedule 4 are valid, subsisting and enforceable. In respect of registered Intellectual Property Rights currently used by each Integumen Group Company, all renewal fees have been duly paid, all steps required for their maintenance and protection have been taken and there are no grounds on which any person is or will be able to seek cancellation, rectification, revocation or any other modification of any registration.
   
4.3. There are, and have been, no proceedings, actions or claims and none are pending or threatened or will arise, impugning the title, validity or enforceability of any of the Intellectual Property Rights currently used by any Integumen Group Company or claiming any right or interest in the Intellectual Property Rights currently used by any Integumen Group Company.
   
4.4. There is, and has been, no infringement of any of the Intellectual Property Rights currently used by any Integumen Group Company and none is pending or threatened.
   
4.5. Subject to paragraph 4.9, no Contract or consent in respect of any of the Intellectual Property Rights currently used by any Integumen Group Company has been entered into or given by any Integumen Group Company in favour of any third party and no Integumen Group Company is obliged to enter into any such Contract or grant any such consent.

 

   
   

 

4.6. The past and present activities of each Integumen Group Company (including the processes, methods, Software, goods and services used or dealt in by it, and the products or services manufactured or supplied by it) in relation to each Integumen Group Company’s business:
   
  4.6.1. subject to paragraph 4.9, are not, and have not been, subject to the licence, consent or permission of, or payment to, any other party;
     
  4.6.2. do not infringe, have not infringed and will not result in any claim in relation to, any Intellectual Property Rights or Know-How of any third party; and
     
  4.6.3. have not, and will not, result in a claim in respect of Intellectual Property Rights against Integumen including any liability to any compensation under Section 40 and Section 41 of the Patents Xxx 0000.
     
4.7. No Integumen Group Company has disclosed, and is obliged to disclose, any of its Know How to any third party, other than those of its officers, employees or consultants who are bound by obligations of confidence. Save for the employees, no third party has had access to any of its Know How. No Integumen Group Company is restricted in its ability to use, or to disclose any of its Know How.
   
4.8. There are no circumstances which would render any current application for registration of any Integumen Group Company’s Intellectual Property Rights unacceptable to the relevant registry or other authority or which would prevent any such application from proceeding to grant and registration.
   
4.9. Complete and accurate copies of all licences, sub-licences and other agreements whereby any Integumen Group Company is licensed or otherwise authorised to use the Intellectual Property Rights, or Know How of a third party in connection with such Integumen Group Company’s business or whereby any Integumen Group Company licenses or otherwise authorises a third party to use any of its Intellectual Property Rights or Know How are enclosed in Integumen’s Disclosure Letter. All of them are in full force and effect, no notice having been given to terminate them, and the obligations of all parties in respect of them have been fully complied with and no disputes have arisen in respect of them.
   
4.10. Each Integumen Group Company has in its possession, or in the possession of another Integumen Group Company, all necessary drawings, descriptions, artwork, specifications, prototypes, databases and other documents and things necessary to establish its ownership of its Intellectual Property Rights and Know How and, to the extent that it is relevant to establish the existence of Intellectual Property Rights, to prove that such is original or novel or both, as the case may be.
   
4.11. The execution and performance of this Agreement will not result in the termination of, or materially affect any, Intellectual Property Rights or licences, sub-licences and other agreements whereby any Integumen Group Company is licensed or otherwise authorised to use the Intellectual Property Rights, or Know How of a third party in connection with its business or whereby any Integumen Group Company licenses or otherwise authorises a third party to use any of its Intellectual Property Rights or Know How.

 

   
   

 

4.12. The activities involved in the conduct of the business of each Integumen Group Company:
   
  4.12.1. have not infringed, do not infringe and are not likely to infringe the Intellectual Property Rights of any third party;
     
  4.12.2. have not constituted, do not constitute and are not likely to constitute any breach of confidence, passing off or actionable act of unfair competition; and
     
  4.12.3. have not given and do not give rise to any obligation to pay any royalty, fee, compensation or any other sum whatsoever.
   
5. ENVIRONMENTAL
   
5.1. EHS Permits
   
  5.1.1. Each Integumen Group Company has lawfully obtained all EHS Permits. Each such EHS Permit is in full force and effect and each Integumen Group Company complies and has complied at all times with and can continue to comply in the future with all conditions of each such EHS Permit in so far as it pertains to that Integument Group Company.
     
  5.1.2. True and complete copies of all EHS Permits obtained by all Integumen Group Companies (including any variation notices applicable thereto) are included in Integumen’s Disclosure Letter.
     
  5.1.3. No works or costs are or will be necessary to obtain or secure compliance with or maintain any EHS Permit, or otherwise for each Integumen Group Company to comply with EHS Law and so far as Integumen is aware there is not, and is not likely to be, any requirement for an EHS Permit to be obtained after Completion.
     
  5.1.4. No Integumen Group Company has received any communication in any form in respect of any EHS Permit, refusing, varying, modifying, revoking, suspending or cancelling the same or indicating an intention or threatening so to do and there are no facts or circumstances which may result in any EHS Permit being refused, breached, varied, modified, revoked or suspended or which may prejudice its renewal or transfer.

 

   
   

 

5.2. Compliance with EHS Law
   
  5.2.1. Each Integumen Group Company and its officers, agents and employees comply and have at all times complied with EHS Law in operating the business of each respective Integumen Group Company.
     
  5.2.2. No Integumen Group Company has received any communication in any form from any relevant authority from which it appears that it may be or is alleged to be in breach of EHS Law, or where failure to comply with such communication could constitute a breach of EHS Law or where compliance with such communication could be secured by further proceedings by such relevant authority. There are no circumstances which might give rise to such a communication being received and no Integumen Group Company is aware of any intention on the part of any such authority to give such communication.
   
5.3. Liability
   
  5.3.1. There are no facts or circumstances which may give rise to any actual or potential liability (whether civil or criminal) on the part of any Integumen Group Company or any of its officers in relation to EHS Matters as a result of its operation of their respective business.
     
  5.3.2. No Integumen Group Company has received any notice or intimation of any complaint or claim from any person in respect of EHS Matters that relates to its business.
     
  5.3.3. No Integumen Group Company is , and has not been, engaged in any action, litigation, arbitration or dispute resolution proceedings or subject to any investigation under EHS Law or otherwise in relation to EHS Matters that relate(s) to its business and no Integumen Group Company is aware of any such matters pending or being threatened or of any circumstances or facts likely to give rise to any such matters.
   
5.4. Hazardous Substances
   
  5.4.1. The property owned by each Integumen Group Company (including buildings) is free from any Hazardous Substance which could give rise (whether on the relevant site or elsewhere) to any actual or potential liability on the part of any Integumen Group Company under EHS Law.
     
  5.4.2. There are no circumstances which may require expenditure (whether by any Integumen Group Company or by any other person or authority) in cleaning up or decontaminating or otherwise on the property owned by any Integumen Group Company in order to comply with EHS Law or otherwise for the protection of the Environment.

 

   
   

 

5.5. Information
   
  5.5.1. Each Integumen Group Company has at all times properly supplied to the competent authorities all information required by EHS Law to be supplied, all such information given (whether under a legal obligation or otherwise) was correct at the time the information was supplied and all information contained on public registers relating to such matters and all information records and data required to be maintained under EHS Law are complete and accurate.
     
  5.5.2. Full details of any remedial work (if any) carried out at the property owned by each Integumen Group Company or any part of it and of any environmental assessment, audit, review or investigation conducted by or on behalf of any Integumen Group Company or otherwise in relation to such property or any part of it are set out in Integumen’s Disclosure Letter.
   
6. CONTRACTS
   
  Insurance
   
  6.1. Full particulars of each Integumen Group Company’s insurances including any applicable application or proposal form and any related material provided to the insurer on the placement or renewal of each such insurance are set out in Integumen’s Disclosure Letter.
     
  6.2. Full particulars of all claims (whether paid or outstanding) against, and if different all notifications to, each Integumen Group Company’s insurances which have been made in the last 5 years are set out in Integumen’s Disclosure Letter.
     
  6.3. In the last 5 years no Integumen Group Company has failed:
     
  6.3.1. to notify to any insurer any fact, matter or other circumstance which could and/or should have notified; or
     
  6.3.2. to make a claim which could and/or should have made,
   
  in compliance with any applicable insurance policy.
   
6.4. In the last 5 years no insurer has delayed, declined or otherwise failed to settle in full any claim without the agreement of the relevant Integumen Group Company, and full particulars of all claims whose settlement in whole or part any Integumen Group Company agreed could be delayed, declined or otherwise not made are set out in Integumen’s Disclosure Letter.

 

   
   

 

  Material contracts
   
6.5. Other than as disclosed in Integumen’s Disclosure Letter, none of the Contracts to which any Integumen Group Company is a part to:
   
  6.5.1. involves agency, distributorship, franchising, marketing rights, information sharing, manufacturing rights, consultancy, servicing, maintenance, inspection or testing;
     
  6.5.2. involves hire purchase, conditional sale, credit sale, leasing, hiring or similar arrangements;
     
  6.5.3. is incapable of complete performance in accordance with its terms within six months after the date on which it was entered into;
     
  6.5.4. cannot readily be fulfilled or performed by the relevant Integumen Group Company;
     
  6.5.5. is one that the relevant Integumen Group Company believes may result in a loss to such company;
     
  6.5.6. involves or is likely to involve the receipt or payment of a price above or below the prevailing market price ruling at the date of this Agreement or any other obligation, restriction, expenditure or receipt of an unusual, onerous or exceptional nature;
     
  6.5.7. is for the supply of goods by or to Integumen on a sale or return basis or on a consignment stock basis;
     
  6.5.8. is for the supply of goods or services by or to Integumen on terms under which retrospective or future discounts, price reductions or other financial incentives are given;
     
  6.5.9. is for the supply of goods or services by or to any Integumen Group Company which is not on the current standard terms and conditions on which such Integumen Group Company normally contracts to buy or supply goods or services, copies of which are included in Integumen’s Disclosure Letter;
     
  6.5.10. involves the forward purchase or sale of any currency, commodity, precious metal or other asset or any option to do the same;
     
  6.5.11. involves delegation of any power under a power of attorney or authorisation of any person (as agent or otherwise) to bind or commit the relevant Integumen Group Company to any obligation;
     
  6.5.12. restricts the freedom of the relevant Integumen Group Company to carry on its business in any part of the world or to use or exploit any of its assets, in each case in such manner as it may think fit;

 

   
   

 

  6.5.13. involves conditions, warranties, indemnities or representations given in connection with a sale of shares or an undertaking or fixed assets;
     
  6.5.14. is a guarantee, indemnity, surety or form of comfort in respect of the obligations of a third party, under which any liability or contingent liability is outstanding;
     
  6.5.15. includes any term which is not, or may not be, binding on the relevant Integumen Group Company or any other party in consequence of the Unfair Terms in Consumer Contracts Regulations 1999;
     
  6.5.16. is not on arm’s length terms or is in any way otherwise than in the ordinary and proper course of Integumen’s business; or
     
  6.5.17. relates the provision of finance, goods, services or other facilities to or by the relevant Integumen Group Company in any way relating to its business.
   
  Other business matters
   
6.6. During the 12 months ending on the date of this Agreement there has been no substantial change in the basis or terms on which any person is prepared to do business with any Integumen Group Company in relation to its business (apart from normal price changes), and no substantial customer or supplier of any Integumen Group Company in relation to its business (providing 5% or more of the business’s supplies or turnover in any accounting period) has ceased or substantially reduced its business with such Integumen Group Company, and no indication has been received by any Integumen Group Company that there will or may be any such change, cessation or reduction.
   
6.7. During the 12 months ending on the date of this Agreement no code of practice and no notice affecting prices has been issued by any government department, association or similar body which relates to the business of any Integumen Group Company.
   
6.8. There are no special circumstances which might lend to a restriction or hindrance of supply of the services now supplied by any Integumen Group Company.
   
7. COMPLIANCE, DISPUTES
   
  General legal compliance
   
7.1. Each Integumen Group Company has obtained all necessary licences, consents, permits and authorities (public and private) to enable it to carry on its business effectively in the places and in the manner in which its business is now carried on. All such licences, consents, permits and authorities (copies of which are included in Integumen’s Disclosure Letter) are valid and subsisting and have been complied with in all respects and there is no reason why any of them should be suspended, cancelled or revoked.

 

   
   

 

7.2. All legislation and all orders, provisions, directions and conditions relating to each Integumen Group Company have been duly complied with in all respects save as Disclosed in Integumen’s Disclosure Letter.
   
7.3. So far as any Integumen Group Company is aware, there is no pending legislation, statutory instrument, directive, regulation or standard (including any British or European Union standard) which is likely to affect the manner in which it conducts its business or the nature or specification of its products or supplies.
   
7.4. None of the officers, agents or employees of each Integumen Group Company (during the course of his duties in relation to the business of the relevant Integumen Group Company) has committed or omitted to do any act or thing in contravention of any law, order, regulation or the like in the United Kingdom or elsewhere.
   
7.5. There is not pending, or in existence, any investigation or enquiry by, or on behalf of, any governmental or other body in respect of the affairs of the business of any Integumen Group Company.
   
7.6. The assets of each Integumen Group Company do not include any “criminal property” as defined by section 340 (3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition), save as Disclosed in Integumen’s Disclosure Letter expressly by reference to this paragraph 7.6.
   
  Fair trading
   
7.7. No agreement, transaction, practice or arrangement carried on or proposed to be carried on in connection with the business of any Integumen Group Company (or by any person for whose acts or defaults any Integumen Group Company may be contractually or vicariously liable for), whether unilaterally or with others, or to which it (or any such person) is or proposes to become a party, and no state of affairs applicable to the Integumen Group Company (or any such person) in relation to its business:
   
  7.7.1. is or ought to have been registered in accordance with the provisions of the Restrictive Trade Practices Acts 1976 and 1977 or is or has been the subject of any enquiry, investigation or proceeding under the Restrictive Trade Practices Acts 1976 and 1977 or the Resale Prices Xxx 0000;
     
  7.7.2. is or has been the subject of an enquiry, investigation, reference or report under the Enterprise Xxx 0000, the Competition Act 1998 or any other legislation relating to monopolies or mergers or markets including the Xxxx Xxxxx Xxx 0000;
     
  7.7.3. infringes or falls within the scope of the offence created by section 188 of the Enterprise Xxx 0000;

 

   
   

 

  7.7.4. infringes or falls within the scope of Chapter I of the Competition Xxx 0000, or constitutes an abuse of dominant position contrary to Chapter II of such Act or is or has been the subject of any enquiry, request for information, investigation or proceedings in respect of either of these Chapters;
     
  7.7.5. infringes or falls within the scope of Article 101 of the EC Treaty, or constitutes an abuse of dominant position contrary to Article 102 of the EC Treaty, or infringes or falls within the scope of any regulation or other enactment made under Article 103 of the EC Treaty, or is or has been the subject of any enquiry, request for information, investigation or proceedings in respect of any of those Articles;
     
  7.7.6. infringes or falls within the scope of any other competition, anti-restrictive trade practice, anti-trust or consumer protection law or legislation applicable in the United Kingdom or elsewhere and not specifically mentioned in this paragraph or is or has been subject to any investigation, request for information, notice or other communication by any court, governmental or regulatory authority; or
     
  7.7.7. contravenes the provisions of the Trade Descriptions Acts 1968 and 1972,
   
  and there are no circumstances indicating that any such enquiry, investigation, proceeding, reference or report relating to any such matter is likely to be made.
   
7.8. No Integumen Group Company has made or threatened to make any complaint against any other person to any relevant authority under any law or legislation referred to in paragraph 7.7.
   
7.9. No Integumen Group Company given any assurance or undertaking to the Restrictive Practices Court, the Secretary of State for Trade and Industry, the Competition and Markets Authority, the Commission or General Court or Court of Justice of the European Union, or any other court, person or body, and Integumen is not subject to any act, decision, regulation, order or other instrument (statutory or otherwise) made by any of them relating to any matter referred to in paragraph 7.7.
   
7.10. No Integumen Group Company is in default or in contravention of any article, act, decision, regulation, order or other instrument or of any assurance or undertaking relating to any matter referred to in paragraph 7.7.
   
8. LITIGATION
   
8.1. No Integumen Group Company, nor any person for whose acts or defaults any Integumen Group Company may be contractually or vicariously liable, is involved (whether as claimant, defendant or otherwise) in any civil, criminal, tribunal, arbitration, administrative or other proceedings.

 

   
   

 

8.2. No civil, criminal, tribunal, arbitration, administrative or other proceedings are pending or threatened by or against or concern and there are no facts or circumstances likely to result in any such.
   
8.3. There is no outstanding or unsatisfied judgment, decree, order, award or decision of a court, tribunal, arbitrator or governmental agency against any Integumen Group Company and No Integumen Group Company is a party to any undertaking or assurance given to a court, tribunal or any other person in connection with the determination or settlement of any claim or proceedings.
   
9. ANTI-CORRUPTION
   
9.1. Each Integumen Group Company has in place adequate procedures designed to prevent its agents, employees, consultants and any other person who performs services for or on its behalf, from undertaking any conduct which might lead to it being in breach of Section 7 of the Xxxxxxx Xxx 0000.
   
9.2. None of the employees or agents or anyone who performs or has performed services for or on behalf of has done or omitted to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws.
   
10. DEFAULT
   
10.1. No Integumen Group Company has manufactured, sold or supplied any product or service which did not or does not comply fully with all applicable laws, regulations, standards (including any British or European Union standards) and customers’ specifications or any representation or contractual term expressly or impliedly made by it or which is, was or will become defective or unsafe.
   
10.2. No Integumen Group Company is in breach of any Contract to which it is a party, and no other party to any such Contract is in breach of it. No Integumen Group Company is aware of any grounds for the termination, rescission, avoidance or repudiation of any Contract by it or any other party to any such Contract.
   
11. INSOLVENCY
   
11.1. No meeting has been convened at which a resolution will be proposed, no petition has been presented, no order has been made and no resolution has been passed for the winding-up of any Integumen Group Company or for the appointment of any provisional liquidator. No Integumen Group Company has called any formal or informal meeting of all or any of its creditors.
   
11.2. No administrative receiver, receiver or receiver and manager has been appointed over the whole or any part of the property, assets or undertaking of any Integumen Group Company.
   
11.3. No administrator has been appointed in respect of any Integumen Group Company and no steps or actions have been taken in connection with the appointment of an administrator in respect of any Integumen Group Company.

 

   
   

 

11.4. No voluntary arrangement has been proposed or approved under Part I Insolvency Act 1986 and no compromise or arrangement has been proposed, agreed to or sanctioned under Sections 895 to Section 901 of the Companies Act in respect of any Integumen Group Company.
   
11.5. No distress, execution or other process has been levied on or applied for in relation to any Integumen Group Company.
   
11.6. No Integumen Group Company has stopped or suspended the payment of its debts or received a written demand pursuant to Section 123(1)(a) Insolvency Xxx 0000 and No Integumen Group Company is insolvent or unable to pay its debts within the meaning of Xxxxxxx 000 Xxxxxxxxxx Xxx 0000.
   
11.7. No disqualification order has at any time been made pursuant to the provisions of the Company Directors Disqualification Act 1986 or proceedings threatened against any former or current officer of any Integumen Group Company.
   
11.8. No Integumen Group Company Integumen or any of its directors has consulted a person qualified to act as an insolvency practitioner under Part XIII of the Insolvency Xxx 0000 or with a view to minimising the potential loss to Integumen’s creditors or otherwise in relation to any financial difficulty of such Integumen Group Company.
   
11.9. No Integumen Group Company has been a party to any transaction at an undervalue as defined in Section 238 of the Insolvency Xxx 0000 nor has it given nor received any preference as defined in section 239 of the Insolvency Xxx 0000, in either case within the period of two years ending on the date of this Agreement.
   
11.10. There are no facts in existence which are likely to lead to any of the events or circumstances referred to in this paragraph 11.
   
12. EFFECTS OF THE AGREEMENT
   
12.1. The execution of this Agreement and the observance and performance of its provisions will not and is not likely to:
   
  12.1.1. result in a breach of any Contract, law, regulation, order, judgment, injunction, undertaking, decree or similar imposition to or by which Integumen is party or bound, or entitle any person to terminate or avoid any Contract to which any Integumen Group Company is a party, or have any material effect on any such Contract;
     
  12.1.2. result in the loss or impairment of or any default under any licence, authorisation or consent required by any Integumen Group Company; or
     
  12.1.3. result in the creation, imposition, crystallisation or enforcement of any Encumbrance whatsoever on any of the assets of any Integumen Group Company.

 

   
   

 

12.2. There is no Contract to which any Integumen Group Company is a party which depends on the continuation of the connection (whether as shareholder or officer of any Integumen Group Company or otherwise) of any person with such Integumen Group Company.
   
13. TAX MATTERS
   
13.1. All federal, state and other tax returns and reports of each Integumen Group Company required by law to be filed have been duly filed, and all federal, state and other taxes, assessments, fees and other governmental charges upon each Integumen Group Company with respect to its properties, assets, incomes, franchises or business which are due and payable have been paid or a reasonable reserve for such payment established on Integumen’s balance sheet except as disclosed in Integumen’s Disclosure Letter.
   
14. SHARE CAPITAL
   
14.1. 2 Ordinary Shares of £1.00 each have been issued in Integumen and are outstanding prior to completion of the transaction contemplated by this Agreement and prior to completion of the Related Transactions.
   
14.2. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Integumen is a party or by which it is obligated to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Integumen or obligating the Integumen to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, commitment or agreement. Integumen has no outstanding authorized stock appreciation, phantom stock, profit participation, or other similar rights or plans.
   
14.3. All of the currently issued and outstanding shares of capital stock of Integumen has been offered, issued and sold by Integumen in compliance with all applicable securities laws.
   
15. ISSUANCE OF THE CONSIDERATION SHARES
   
15.1. The Consideration Shares are duly authorised and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

 

   
   

 

SCHEDULE 10

 

Liability Limitations

 

PART 1

 

Limitations on the Seller’s liability

 

1. Maximum Liability
   
1.1. Except where a Seller Warranty Claim arises as a result of fraud, the aggregate liability of the Seller, shall be as follows:
   
  1.1.1. subject to paragraphs 1.1.2 and 1.2 of this Part 1 of Schedule 10, in respect of all Seller Warranty Claims (other than an Indemnity Claim or a Seller Warranty Claim under the Fundamental Warranties) (“Seller Capped Claims”) under this Agreement, the Sellers’ aggregate liability will not exceed the Warranty Cap; and
     
  1.1.2. the liability of the Seller shall be unlimited in relation to any Indemnity Claims and/or a Seller Warranty Claims under the Fundamental Warranties and/or any Seller Warranty Claims under this Agreement where such claims arise as a result of fraud, wilful misconduct or wilful concealment attributable to the Seller or any of the Covenantors.
     
1.2. For the avoidance of doubt, where the Purchaser makes a Seller Warranty Claim in respect of a Breach relating to a Seller Warranty the maximum liability which Seller shall have to the Purchaser in respect of such Seller Warranty Claim shall be the decrease in value of the Business Assets taken as a whole.
   
2. Liability for Individual Claims
   
2.1. The Seller will not be liable for a Seller Capped Claim unless:
   
  2.1.1. the Seller’s liability in respect of such Seller Capped Claim exceeds £10,000; and
     
  2.1.2. the amount of the Seller’s liability for and in respect of such Seller Capped Claims (together with any connected Seller Capped Claims), when aggregated with the Seller’s liability under all Seller Agreed Claims that are not excluded under this Part 1 of Schedule 10 exceeds £50,000, in which event the Purchaser shall be entitled to recover the full amount including, for the avoidance of doubt, those below £10,000 and not just the excess of Seller Warranty Claims over £50,000; and
     
  2.1.3. there has been a material adverse effect on the business, operations, results of operations, financial condition, all assets (including intangible assets) of the Business, taken as a whole, or liabilities of the Business, taken as a whole, or on Purchaser’s ability to own, use or operate the Business Assets, taken as a whole, or the Business in substantially the same manner as the Seller’s Group owned, used or operated the Business Assets and the Business on the date hereof.

 

   
   

 

3. Limitations in Time
   
3.1. The Seller will not be liable for any Claim (other than a Tax Warranty Claim) unless notice of it is given in writing (specifying in reasonable detail (to the extent such information is available at the time of the Claim) the matter which gives rise to the Seller Warranty Claim, the nature of the Seller Warranty Claim and the amount claimed in respect of such Seller Warranty Claim) by the Purchaser to the Seller no later than 12 months from the Transfer Date or the date on which they are given, whichever date is later, subject to paragraph 10 below.
   
3.2. Where in relation to a Seller Warranty Claim which had been notified in accordance with paragraph 3.1 of Part 1 of this Schedule 10, proceedings are not instituted (that is to say properly issued and validly served) within 12 months of the notice in question (unless previously satisfied, settled or withdrawn), the Seller shall cease to be liable therefore but subject to extension of time to deal with a situation where paragraph 10 applies in relation to a contingent liability.
   
4. Set off of Consideration Shares
   
  Any liability of the Seller to the Purchaser pursuant to a Seller Warranty Claim may, at the sole discretion of the Purchaser, be satisfied in whole or part by the transfer to the Purchaser (or its nominee) of all of, or an agreed number of, the Consideration Shares then held or beneficially owned by the Seller, in which case the maximum aggregate liability of the Seller to the Purchaser pursuant to said Seller Warranty Claim shall be reduced by a sum equal to the value of the Consideration Shares to be transferred by the Seller to the Purchaser as at the date of transfer of such Consideration Shares. To that end, the Seller hereby undertakes to the Purchaser that, following receipt of a written notice from the Purchaser requesting the Seller to transfer all, or some, of the Consideration Shares then held by the Seller, he will take all necessary actions, including executing any document which the Purchaser may reasonably deem necessary, in order to transfer such Consideration Shares to the Purchaser in accordance with this paragraph 4.
   
5. Other limitations
   
5.1. The Seller will not be liable for any Seller Warranty Claim that relates to matters Disclosed in the Seller’s Disclosure Letter.
   
5.2. The Seller will not be liable for a Seller Warranty Claim or (save as indicated) an Indemnity Claim, or be liable for the increase in a Seller Warranty Claim or an Indemnity Claim or as the case might be to the extent that the Seller Warranty Claim or an Indemnity Claim would not have arisen but for some act, omission, transaction or arrangement carried out by the Purchaser (at any time) other than (i) any action contemplated under the Agreement or (ii) any other related document to be entered into at Completion (iii) any legally binding commitment, agreement or arrangement entered into prior to Completion or (iv) any written request made by the Purchaser or (v) to comply with any rule, law, regulation or published administrative practice of any Tax Authority.

 

   
   

 

6. Fraudulent Claims
   
  Nothing in this Schedule applies to limit liability that arises or is delayed, wholly or partly, as a result of fraud wilful misconduct or wilful concealment by the Seller or the Covenantors.
   
7. Mitigation
   
  Nothing in this Schedule shall or shall be deemed to in any way diminish, restrict or limit the Purchaser’s and Integumen’s common law obligations to mitigate its loss or damage or both in relation to any Seller Warranty Claim.
   
8. Recovery of same loss
   
8.1. The Purchaser is not entitled to recover damages or otherwise obtain payment, reimbursement or restitution more than once in respect of the same loss or liability and in particular but without prejudice to the generality of the foregoing shall not be entitled to recover more than once in respect of the same subject matter under the Seller Warranties and/or an Indemnity Claim but the Purchaser may issue proceedings at different times and different sets of proceedings against the Seller without such constituting recovery more than once in respect of the same subject matter.
   
8.2. In the event that the Purchaser has issued multiple proceedings in respect of the same subject matter, where one of those proceedings has been settled or adjudicated upon such that it is to be treated as a Seller Agreed Claim, it shall serve as an absolute ban on recovery for the Purchaser on all other proceedings issued by the Purchaser as aforesaid against the Seller but shall not prejudice and/or prevent recovery on all other proceedings issued by the Purchaser against the Seller.
   
9. Recovery from third parties
   
  If the Seller actually pays the Purchaser a sum to settle or discharge a Seller Warranty Claim and/or an Indemnity Claim and the Purchaser subsequently recovers from any third party (including any Tax Authority) a sum which is referable to such Seller Warranty Claim and/or Indemnity Claim then the Purchaser will on receipt of the relevant sum repay the Seller as soon as reasonably practicable the amount recovered from the third party less any reasonable costs and expenses incurred in recovering the same provided that the payments made to the Seller in accordance with this paragraph 9 do not exceed the payments received by the Purchaser in respect of such Seller Warranty Claim and/or Indemnity Claim.
   
10. Contingent Liabilities
   
  Without prejudice to paragraph 3 of this Part 1 of Schedule 10 if any potential Seller Warranty Claim and/or an Indemnity Claim arises as a result of a contingent or unquantifiable liability, the Seller will not be obliged to pay any sum in respect of the potential Seller Warranty Claim and/or Indemnity Claim until the liability either ceases to be contingent or becomes quantifiable.

 

   
   

 

PART 2

 

Limitations on Integumen liability

 

1. Maximum Liability
   
1.1. Subject to paragraph 1.2 of this Part 2 of Schedule 10, except where an Integumen Warranty Claim arises as a result of fraud, the aggregate liability of the Purchaser, shall be as follows:
   
  1.1.1.  subject to paragraphs 1.1.2 and 1.2 of this Part 1 of Schedule 10, in respect of all Integumen Warranty Claims (other than an Indemnity Claim or an Integumen Warranty Claim under the Fundamental Warranties) (“Integumen Capped Claims”) under this Agreement, the Integumens’ aggregate liability will not exceed the value of the Consideration Shares issued pursuant to this Agreement; and
     
  1.1.2.  the liability of Integumen shall be unlimited in relation to any Indemnity Claims and/or an Integumen Warranty Claims under the Fundamental Warranties and/or any Integumen Warranty Claims under this Agreement where such claims arise as a result of fraud, wilful misconduct or wilful concealment attributable to the Purchaser.
     
1.2. For the avoidance of doubt, where the Seller makes an Integumen Warranty Claim in respect of a Breach relating to an Integumen Group Company, other than Integumen itself, the maximum liability which Integumen shall have to the Seller in respect of such Integumen Warranty Claim shall be the decrease in value of the Consideration Shares then held by the Seller.
   
2. Liability for Individual Claims
   
2.1. The Integumen will not be liable for a Integumen Capped Claim unless:
   
  2.1.1. Integumen’s liability in respect of such Integumen Capped Claim exceeds £10,000; and
     
  2.1.2. the amount of Integumen’s liability for and in respect of such Integumen Capped Claims (together with any connected Integumen Capped Claims), when aggregated with Integumen’s liability under all Integumen Agreed Claims that are not excluded under this Part 2 of Schedule 10 exceeds £50,000, in which event the Purchaser shall be entitled to recover the full amount including, for the avoidance of doubt, those below £10,000 and not just the excess of Integumen Warranty Claims over £50,000; and
     
  2.1.3. there has been a material adverse effect on the business, operations, results of operations, financial condition, all assets (including intangible assets) of the business of the Integumen Group, taken as a whole, or liabilities of the business of the Integumen Group, taken as a whole, or on Integumen’s ability to own, use or operate the business assets of the Integumen group, taken as a whole, or the business of the Integumen Group in substantially the same manner as the Integumen Group owned, used or operated the business assets and the business on the date hereof.

 

   
   

 

3. Limitations in Time
   
3.1. The Purchaser will not be liable for any Claim (other than a Tax Warranty Claim) unless notice of it is given in writing (specifying in reasonable detail (to the extent such information is available at the time of the Integumen Warranty Claim) the matter which gives rise to the Integumen Warranty Claim, the nature of the Integumen Warranty Claim and the amount claimed in respect of such Integumen Warranty Claim) by the Seller to the Purchaser no later than 12 months from the Transfer Date subject to paragraph 9 below.
   
3.2. Where in relation to an Integumen Warranty Claim, which had been notified in accordance with paragraph 3.1 of Part 2 of this Schedule 10, proceedings are not instituted (that is to say properly issued and validly served) within 12 months of the notice in question (unless previously satisfied, settled or withdrawn), the Purchaser shall cease to be liable therefore but subject to extension of time to deal with a situation where paragraph 9 applies in relation to a contingent liability.
   
4. Other limitations
   
4.1. The Purchaser will not be liable for any Integumen Warranty Claim that relates to matters Disclosed in Integumen’s Disclosure Letter.
   
4.2. The Purchaser will not be liable for an Integumen Warranty Claim, or be liable for the increase in an Integumen Warranty Claim or as the case might be to the extent that the Integumen Warranty Claim or an Indemnity Claim would not have arisen but for some act, omission, transaction or arrangement carried out by the Seller (at any time) other than (i) any action contemplated under the Agreement or (ii) any other related document to be entered into at Completion (iii) any legally binding commitment, agreement or arrangement entered into prior to Completion or (iv) any written request made by the Purchaser or (v) to comply with any rule, law, regulation or published administrative practice of any Tax Authority.
   
5. Fraudulent Claims
   
  Nothing in this Schedule applies to limit liability that arises or is delayed, wholly or partly, as a result of fraud, wilful misconduct or wilful concealment by the Purchaser.
   
6. Mitigation
   
  Nothing in this Schedule shall or shall be deemed to in any way diminish, restrict or limit the Seller’s common law obligations to mitigate its loss or damage or both in relation to any Integumen Warranty Claim.

 

   
   

 

7. Recovery of same loss
   
7.1. The Seller is not entitled to recover damages or otherwise obtain payment, reimbursement or restitution more than once in respect of the same loss or liability and in particular but without prejudice to the generality of the foregoing shall not be entitled to recover more than once in respect of the same subject matter under the Integumen Warranties but the Seller may issue proceedings at different times and different sets of proceedings against the Purchaser without such constituting recovery more than once in respect of the same subject matter.
   
7.2. In the event that the Seller has issued multiple proceedings in respect of the same subject matter, where one of those proceedings has been settled or adjudicated upon such that it is to be treated as a Integumen Agreed Claim, it shall serve as an absolute ban on recovery for the Seller on all other proceedings issued by the Seller as aforesaid against the Purchaser but shall not prejudice and/or prevent recovery on all other proceedings issued by the Seller against the Purchaser.
   
8. Recovery from third parties
   
  If the Purchaser actually pays the Seller a sum to settle or discharge an Integumen Warranty Claim and the Seller subsequently recovers from any third party (including any Tax Authority) a sum which is referable to such Integumen Warranty Claim then the Seller will on receipt of the relevant sum repay the Purchaser as soon as reasonably practicable the amount recovered from the third party less any reasonable costs and expenses incurred in recovering the same provided that the payments made to the Purchaser in accordance with this paragraph 8 do not exceed the payments received by the Seller in respect of such Integumen Warranty Claim.
   
9. Contingent Liabilities
   
  Without prejudice to paragraph 3 of this Part 2 of Schedule 10 if any potential Integumen Warranty Claim arises as a result of a contingent or unquantifiable liability, the Purchaser will not be obliged to pay any sum in respect of the potential Integumen Warranty Claim and/or Indemnity Claim until the liability either ceases to be contingent or becomes quantifiable.

 

   
   

 

SCHEDULE 11

 

Deed of Adherence

 

THIS DEED is made on [●]

 

BETWEEN:

 

1. [NAME OF RELATED PARTY] [of / whose registered office is at] [address] (hereinafter called the “New Shareholder”, which expression shall include such person’s successors and permitted assigns);
   
2. ENHANCE SKIN PRODUCTS INC., a corporation incorporated in the State of Nevada, with Company Registration Number NV20061008677, having its registered office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, XX 00000, Xxxxxx Xxxxxx of America (the “Seller”);
   
3. INTEGUMEN INC., a corporation incorporated in the State of Delaware, with Company Registration Number 6108396, having its registered office at Corporation Trust Centre, 1209 Orange Street, Wilmington, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, Xxxxxx Xxxxxx of America (the “Purchaser”, which is a wholly owned subsidiary of Integumen);
   
4. INTEGUMEN LIMITED a limited liability company incorporated in England and Wales, with Company Registration Number 10205396, having its registered address Sand Xxxxxx Applied Innovation Campus, Sand Xxxxxx, York, North Yorkshire, YO41 1LZ, England (the “Integumen”);
   
5. XXXXXX XXXXXXXXX of 00 Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxxx X0 0XX; and
   
6. XX XXXXXX X. XXXXXXX, of 00 XxXxxx Xxxxxx, XX 00, Xxxxxxx, Xxxxxxx, X0X 0X0,
   
  (together the “Parties” and each individually a “Party”).

 

  RECITALS:  

 

A. The parties other than the New Shareholder are parties to an asset purchase agreement dated September [ ] 2016 pursuant to which they have agreed various matters pertaining to the transfer of assets from the Seller to the Purchaser (the “Agreement”).
   
B. Pursuant to the provisions of the Agreement the Seller is intended to receive shares in Integumen, [currently registered in the name of the Seller] and such shares are subject to the lock up provisions contained in Clause 5.11, to Clause 5.18 of the Agreement (the “Consideration Shares”).
   
C. The Seller proposes to transfer certain of the Consideration Shares (the “Shares”) to the New Shareholder on or prior to the Lock-up Long Stop Date and, in accordance with the Agreement, this Deed is required to be executed in connection with the transfer of the Shares.

 

   
   

 

NOW THIS DEED WITNESSETH as follows:

 

1. Subject to the transfer of the Shares being executed and delivered by the Seller in favour of the New Shareholder, the New Shareholder covenants with each of the other Parties to observe and perform and be bound by provisions relating to Related Parties set out in Clause 5.11 to Clause 5.18 of the Agreement pertaining to the lock-up of the Shares (save to the extent that any such terms and conditions have been fully performed prior to the date hereof or are incapable of applying to the New Shareholder) to the intent and effect that the New Shareholder shall with effect from the date on which the New Shareholder is registered as a shareholder of Integumen be deemed to be a Party (as defined therein) to the Agreement with the benefit of, but subject to, all the terms and conditions thereof (save as aforesaid).
   
2. This Deed shall be read together with the Agreement which shall accordingly be construed as one instrument.
   
3. This Deed shall be governed by and construed in accordance with the laws of England and Wales.
   
4. This Deed may be entered into in any number of counterparts and by the Parties to it on separate counterparts, each of which when so executed and delivered shall be an original but all the counterparts shall together constitute one and the same instrument.

 

IN WITNESS whereof the Parties have entered into this Deed on the date specified above.

 

   
   

 

Signed and delivered as a DEED by

ENHANCE SKIN PRODUCTS INC.

acting by one director 

  
   
in the presence of:  
  DIRECTOR
   
   
Witness Signature  
   
   
Witness Name:  
   
   
Witness Address  

 

SIGNED and DELIVERED as a DEED

by XXXXXX XXXXXXXXX

  
   
in the presence of:  
  XXXXXX XXXXXXXXX
   
   
Witness Signature  
   
   
Witness Name:  
   
   
Witness Address  
   

 

SIGNED and DELIVERED as a DEED

by XX XXXXXX X. XXXXXXX

  
   
in the presence of:  
  XX XXXXXX X. XXXXXXX
   
   
Witness Signature  
   
   
Witness Name:  
   
   
Witness Address  

 

 

   
   

 

Signed and delivered as a DEED by

INTEGUMEN LIMITED

  
   
acting by one director  
   
in the presence of:  
  DIRECTOR 
   
   
Witness Signature  
   
   
Witness Name:  
   
   
Witness Address  

 

Signed and delivered as a DEED by

INTEGUMEN INC.

  
   
acting by one director  
   
in the presence of:  
   DIRECTOR
   
   
Witness Signature  
   
   
Witness Name:  
   
   
Witness Address  

 

   
   

 

 

 

 

 

 

 

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Filed: October 5th, 2016
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