AGREEMENT OF MERGER ANDMerger Agreement • March 23rd, 2018 • WESTMOUNTAIN Co • Investors, nec • Colorado
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on March 19, 2018, by and among WESTMOUNTAIN COMPANY, a Colorado corporation ("Parent"), WASM ACQUISITION CORP., a Colorado corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and CYTOBIOSCIENCE, INC., a company incorporated in the State of Delaware (the "Company").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2018 • WESTMOUNTAIN Co • Investors, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of the 26th day of February, 2018 by and among CytoBioscience, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature page hereto (each a "Purchaser" and together the "Purchasers").
Lock-Up AgreementLock-Up Agreement • March 23rd, 2018 • WESTMOUNTAIN Co • Investors, nec
The undersigned hereby agrees that, without the prior written consent of Westmountain Company ("the Company"), the undersigned will not, during the period commencing on the date hereof and ending two years after the date hereof(the "Lock-Up Period "), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Warrants, or the common shares underlying the Warrants held by the undersigned as of the date of this Agreement (the "Securities") or any other shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock held by the undersigned, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, with the Securities, the "Lock-Up Securities"); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
Divine Capital Markets LLC Investment Banking AgreementInvestment Banking Agreement • March 23rd, 2018 • WESTMOUNTAIN Co • Investors, nec • New York
