Interest Purchase Agreement
Exhibit 2.10
Interest Purchase Agreement
This Unit Purchase Agreement (this “Agreement”) is entered into effective February 1, 2020 (the “Effective Date”) by Innovest Global, Inc., a Nevada corporation (“Buyer”), and Xx. Xxxxx Xxxxxx-Xxxxx (“Seller”).
Recitals
A. Seller and Buyer are the sole owners of StemVax, LLC, a California limited liability company (“StemVax”).
B. Buyer desires to purchase Seller’s membership interest in StemVax, and Seller desires to sell to Buyer his interest in StemVax.
Seller and Buyer (together, the “Parties”) agree as follows:
1 Sale and Purchase of Interest
1.1 Sale of Interest. On the Effective Date, Buyer sells and transfers all of his membership interest in StemVax (the “Interest”) to Buyer free and clear of all liens, encumbrances, charges and assessments of every nature.
1.2 Payment of Purchase Price. On the Effective Date, Buyer issues to Seller a warrant to purchase 7.5 million shares of Buyer’s common stock, par value $0.001 per share (the “Shares”), for $0.16 a Share (the “Warrant”).
2 Representations and Covenants of Seller
2.1 The Interests. Other than the Interests and the StemVax membership interests owned by Buyer, StemVax has not issued any other membership interest or other securities (“Securities”). StemVax has not issued and there is not outstanding any option, warrant or convertible securities or other right to purchase or convert any obligation into Securities, and StemVax has not agreed to issue or sell any additional Securities. The Interests are free and clear of all liens, encumbrances, charges and assessments of every nature. No person or entity has any right to acquire the Interests.
2.2 Authority; No Conflict. Seller is authorized to execute, deliver and perform this Agreement. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute a default under, any indenture, mortgage, deed of trust, or other agreement or instrument to which Seller or StemVax or any of its subsidiaries is a party or to which it or any of its assets, operations or subsidiaries are subject.
2.3 Accuracy of Information. The diligence information provided by Seller to Buyer relating to StemVax and the Interests is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the Effective Date.
2.4 Securities Matters. Seller understands that the sale of the Warrant and Shares is intended to be exempt from registration under Section 4(a)(2) of the Securities Act, and Seller represents and warrants that: (a) Seller has been advised that the Warrant and Shares have not been registered under the Securities Act and, therefore, cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available; (b) Seller is acquiring the Warrant and Shares solely for his own benefit and not with a view to, or for resale in connection with, the distribution thereof, and Seller has no present intention of distributing or reselling the Warrant and Shares; and (c) Seller represents and warrants that he has knowledge and experience in financial and business matters, that he is capable of evaluating the merits and risks of investing in the Warrant and Shares and that he is able to bear the economic risk of such investment.
2.5 Further Actions. After the Effective Date, Seller agrees to take all actions reasonably necessary to effectuate the transactions contemplated by this Agreement.
3 Representations and Covenants of Buyer
3.1 The Warrant. Buyer has the power and authority to issue the Warrant and the Shares to Seller. The Shares when issued to Seller in accordance with the Warrant will be duly authorized, validly issued, fully paid and nonassessable.
3.2. Authority; No Conflict. The board of directors of Buyer has authorized the execution, delivery and performance of this Agreement by Buyer and has authorized and approved the issuance of the Warrant. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute a default under, any indenture, mortgage, deed of trust, or other agreement or instrument to which Buyer or any of its subsidiaries is a party or to which it or any of its assets, operations or subsidiaries are subject.
3.3 Accuracy of Information. The diligence information provided by Buyer to Seller relating to Buyer and the Warrant is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the Effective Date.
3.4 Securities Matters. Buyer understands that the sale of the Interests is intended to be exempt from registration under Section 4(a)(1) of the Securities Act, and Buyer represents and warrants that: (a) Buyer has been advised that the Interests have not been registered under the Securities Act and, therefore, cannot be resold unless they are registered under the Securities Act or unless
an exemption from registration is available; (b) and Buyer represents and warrants that it has knowledge and experience in financial and business matters, that it is capable of evaluating the merits and risks of investing in the Interests and that it is able to bear the economic risk of such investment.
3.5 Further Actions. After the Effective Date, Buyer agrees to take all actions reasonably necessary to effectuate the transactions contemplated by this Agreement.
4 Indemnification
4.1 By Buyer. Buyer agrees to indemnify, defend and hold harmless Seller against any and all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties and reasonable attorneys’ fees and costs (“Losses”) incurred by Seller, arising, resulting from or relating to any breach of, or failure by, Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement.
4.2 By Seller. Seller agrees to indemnify, defend and hold harmless Seller against any and all Losses incurred by Buyer, arising, resulting from or relating to any breach of, or failure by, Seller to perform, any of its representations, warranties, covenants or agreements in this Agreement.
5 Miscellaneous
5.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all other agreements, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may be modified or amended only by a written agreement signed by the Parties against whom the amendment is sought to be enforced.
5.2 Governing Law. This Agreement will be governed by the laws of Ohio without giving effect to applicable conflict of law provisions. With respect to any litigation arising out of or relating to this Agreement, each party agrees that it will be filed in and heard by the state or federal courts with jurisdiction to hear such suits located in Geauga County, Ohio.
18. Assignment. Except in the case of an affiliate of the Buyer, this Agreement may not be assignable by either Party without prior written consent of the other Party.
5.4 Counterparts. This Agreement may be executed in any number of counterparts, including electronically, each of which counterparts will be deemed to be an original, and such counterparts will constitute but one and the same instrument.
< Signatures on Next Page >
In witness whereof, the Parties have singed this Agreement as of the Effective Date.
| “Buyer” | “Seller” | |
| Innovest Global, Inc. | ||
| By Xxxxxx X. Xxxxxx, Chief Executive Officer | Xxxxx Xxxxxx-Xxxxx, Individually | |
| /s/Xxxxxx X. Xxxxxx | /s/Xxxxx Xxxxxx-Xxxxx |
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.
Warrant for the Purchase of
7,500,000 Shares of Common Stock
For Value Received, Innovest Global, Inc., a Nevada corporation (the “Company”), hereby grants to Xx. Xxxxx Xxxxxx-Xxxxx, his designee or permitted assigns, warrants to purchase from the Company, at any time or from time to time commencing on February 1, 2020 (the “Issuance Date”) and prior to 5:00 P.M., Cleveland time, on February 1, 2030 (the “Exercise Period”), 7,500,000 fully paid and non-assessable shares of common stock, $0.001 par value per share, of the Company for a purchase price per share of $0.16. In this Warrant, (i) the common stock, $0.001 par value per share, of the Company is referred to as the “Common Stock;” (ii) the shares of the Common Stock (subject to adjustment as set forth below) purchasable under this Warrant are referred to as the “Warrant Shares;” (iii) the aggregate purchase price payable for the Warrant Shares purchasable under this Warrant is referred to as the “Aggregate Warrant Price;” (iv) the price payable (initially $0.16 per share subject to adjustment as set forth below) for each of the Warrant Shares is referred to as the “Per Share Warrant Price;” and (v) the holder of this Warrant is referred to as the “Holder.”
1. Exercise of Warrant
(a) This Warrant may be exercised in whole at any time, or in part from time to time, by the Holder during the Exercise Period by the surrender of this Warrant (with the exercise notice, in the attached form (the “Exercise Notice”), duly executed) at the address set forth in Section 8, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part, to the Company.
(b) If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of Common Stock and the Holder is entitled to receive a new Warrant covering the Warrant Shares that have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon surrender of this Warrant in connection with the exercise of this Warrant pursuant to the terms hereof, the Company will (i) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled upon such exercise and, if this
Warrant is exercised in whole, in lieu of any fractional share of Common Stock, the number of shares of Common Stock to which the Holder shall be entitled shall be rounded to the nearest whole share, and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof, if this Warrant is exercised in part, pursuant to the provisions of this Warrant.
(c) Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant, in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Warrant Price, and elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):
Net Number = (A x B) - (A x C)
B
For purposes of this formula:
A = the total number of shares of Common Stock with respect to which this Warrant is then being exercised.
B = the Fair Market Value of the Common Stock on the date immediately preceding the date of the written notice of exercise.
C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
“Fair Market Value” means: (i) if the Common Stock is listed on any established stock exchange or a national market system, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination; or (ii) in the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the board of directors of the Company.
(d) Upon exercise of this Warrant, the Company shall promptly (but in no event later than five business days after the date the Exercise Notice is delivered to the Company (the “Exercise Date”)) issue or cause to be issued and cause to be delivered to the Holder a certificate for the Warrant Shares.
(e) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.
2. Reservation of Warrant Shares. The Company agrees that, prior to the expiration of this Warrant, the Company shall at all times (a) have authorized and in reserve, and shall keep available, solely for issuance and delivery upon the exercise of this Warrant, 100% of the shares of Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free and clear of all restrictions on sale or transfer, other than under Federal or state securities laws, and free and clear of all preemptive rights and rights of first refusal. The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.
3. Certain Adjustments
(a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this Section 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly.
(b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3
shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be provided to the Holder not more than five business days after such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(c) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any other modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and provide such statement to Holder.
(d) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the board of directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly notify the Holder and shall make the adjustments described therein.
4. Fully Paid Stock; Taxes. The shares of the Common Stock represented by each and every certificate for Warrant Shares delivered on the exercise of this Warrant shall, subject to compliance by the Holder with the terms hereof, at the time of such delivery, be duly authorized, validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights or rights of first refusal imposed by any agreement to which the Company is a party, and the Company will take all such actions as may be necessary to assure that the par value, if any, per share of the Common Stock is at all times equal to or less than the then Per Share Warrant Price. The Company shall pay, when due and payable, any and all Federal and state stamp, original issue or similar taxes which may be payable in respect of the issue of any Warrant Share or any certificate thereof to the extent required because of the issuance by the Company of such security.
5. Investment Intent; Limited Transferability
(a) By accepting this Warrant, the Holder represents to the Company that it understands that this Warrant and any securities obtainable upon exercise of this Warrant have not been registered for sale under Federal or state securities laws and are being offered and sold to the Holder pursuant to one or more exemptions from the registration requirements of such securities laws. In
the absence of an effective registration of such securities or an exemption therefrom, any certificates for such securities shall bear the legend set forth on the first page hereof. The Holder understands that it must bear the economic risk of its investment in this Warrant and any securities obtainable upon exercise of this Warrant for an indefinite period of time, as this Warrant and such securities have not been registered under Federal or state securities laws and therefore cannot be sold unless subsequently registered under such laws, unless an exemption from such registration is available. The Holder further represents to the Company, by accepting this Warrant, that it has full power and authority to accept this Warrant and make the representations set forth herein.
(b) The Holder, by its acceptance of this Warrant, represents to the Company that it is acquiring this Warrant and will acquire any securities obtainable upon exercise of this Warrant for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Act. The Holder agrees, by acceptance of this Warrant, that this Warrant and any such securities will not be sold or otherwise transferred unless (i) a registration statement with respect to such transfer is effective under the Act and any applicable state securities laws or (ii) such sale or transfer is made pursuant to one or more exemptions from the Act.
6. Loss, etc., of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination.
7. Warrant Holder Not Stockholder. This Warrant does not confer upon the Holder any right to vote on or consent to or receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, relating to the Warrant Shares, prior to the exercise hereof.
8. Communication. No notice or other communication under this Warrant shall be effective or deemed to have been given unless, the same is in writing and is mailed by first-class mail, postage prepaid, or via recognized overnight courier with confirmed receipt, addressed to:
(a) the Company at Innovest Global, Inc., 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxx 00000, Xxx Xxxxxx, or such other address as the Company has designated in writing to the Holder; or
(b) the Holder at Xx. Xxxxx Xxxxxx-Xxxxx, 0000 Xxxxx Xxx Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or such other address as the Holder has designated in writing to the Company.
9. Applicable Law. This Warrant will be governed by and interpreted in accordance with the laws of the State of Ohio without regard to the principles of conflict of laws. The parties hereby submit to the exclusive jurisdiction of the United States federal and state courts located in the State of Ohio with respect to any dispute arising under this Warrant or the transactions contemplated hereby or thereby.
10. Amendment, Waiver, etc. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.
In Witness Whereof, the Company has caused this Warrant to be signed by the undersigned duly authorized officer, effective February 1, 2020.
_____________________________________
By Xxxxxx X. Xxxxxx, Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx
FORM OF EXERCISE NOTICE
(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)
Ladies and Gentlemen:
(1) The undersigned is the Holder of a warrant dated February 1, 2020 (the “Warrant”) issued by Innovest Global, Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
(2) The undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.
(3) The Holder intends that payment of the Exercise Price shall be made as (check one):
☐ Cash Exercise
☐ “Cashless Exercise” under Section 1(c) in accordance with the terms of the Warrant
(4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______ to the Company in accordance with the terms of the Warrant.
(5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder _____________ Warrant Shares in accordance with the terms of the Warrant.
Dated: _______________, _____
_________________________________
Xx. Xxxxx Xxxxxx-Xxxxx
