UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 25, 2019

 

Natur International Corp.

(Exact name of registrant as specified in its charter)

 

Wyoming   000-54917   45-5547692

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

  Jachthavenweg 124

1081 KJ Amsterdam

The Netherlands

 

 

 

N/A

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +31 20 578 7700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

 

Securities registered pursuant to Section 12(b) of the Act: 

 

 Title of each class   Trading Symbol(s)   Name on exchange on which registered
None   -   -

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

 

 

Item 1.01 — Entry into a Material Definitive Agreement

 

Business Acquisition Agreements

 

On July 25, 2019, Natur International Corp. (“Company”) finalized a Purchase and Recapitalization Agreement, dated as of July 24, 2019 (“Agreement”), with DRBG Holdco, LLC, a Delaware limited liability company (“DRBG”), Temple Turmeric, Inc., a Delaware corporation (“Temple”), Daniel Sullivan, an individual (“DS”), Tim Quick, an individual (“TQ”), and TQ Holdings LLC, a New Hampshire limited liability company (“TQH”) to acquire the business of Temple. Under the Agreement the Company acquired 15,121,984 shares of Series A Preferred Stock (the “Series A Shares”) of Temple from DRBG for a nominal amount and agreed to acquire from TQH a promissory note in the principal amount of $100,000 plus all accrued and unpaid interest. The Company caused Temple to issue to DRBG a warrant to acquire a percentage of the Temple equity (“Warrant”). The Temple board of directors will have three of the five directors appointed by the Company pursuant to the terms of the Series A Shares and the current certificate of incorporation of Temple. The Series A Shares represent approximately 52% of the equity of Temple, on a fully diluted basis.

 

Under the Agreement the Company will provide working capital to Temple in the amount of not less than $150,000 but up to $250,000. The Company will acquire additional equity ownership of Temple for its investment further investment in Temple, based on a valuation of Temple of $1,000,000. This further investment will increase the controlling position of the Company in combination with its ownership of the Series A Shares.

 

The Warrant is exercisable for the greater of 1,493,735 shares of common stock of Temple or 2.5% of the equity of the Temple on a fully diluted basis. The exercise price per share is the par value of the common stock of Temple to be acquired upon exercise of the Warrant. The exercise period is ten years, but not later than the earlier of the consummation of the initial public offering by Temple or a sale transaction of Temple, as defined in the Warrant. The Warrant has a limited cashless conversion right and has typical anti-dilution rights for dividends, reverse splits and changes in the capitalization of Temple.

 

The above descriptions of the Agreement and the Warrant are only summaries and do not purport to be complete. They are qualified in their entirety by reference to the Agreement and Warrant, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Business Description of Temple

 

Founded in 2009, Brooklyn-based Temple’s mission is to bring the highest quality turmeric to the world by pioneering the first Turmeric-based ready to drink beverage line. Temple has driven consumer understanding and demand for Turmeric as it has become more and more widely consumed through this decade. Temple now adds adaptogenic herbs and ancient superfood formulations to beverages with a turmeric foundation.

 

Item 8.01 — Other Events.

 

On July 31, 2019, the Company issued a press release announcing the completion of its acquisition of Temple. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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Item 9.01 — Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

 

Unaudited historical financial information for Temple Turmeric, Inc. as of and for the six months ended June 30, 2018 and June 30, 2019, and audited historical information for Temple Turmeric, Inc. as of December 31, 2017 and December 31, 2018, and for the years ended December 31, 2017 and 2018, will be included in an amendment to this Current Report on Form 8-K to be filed with the SEC within the period required pursuant to applicable SEC rules.

 

(b) Pro Forma Financial Information.

 

Pro forma financial information relating to the Agreement as of and for the six months ended June 30, 2019 and the year ended December 31, 2018, will be included in an amendment to this Current Report on Form 8-K to be filed with the SEC within the period required pursuant to applicable SEC rules.

 

(d) Exhibits.

 

  Exhibit No.   Description
       
  10.1   Purchase and Recapitalization Agreement, dated  as of July 24, 2019
       
  10.2   Warrant Agreement initially issued to DRBG Holdco, LLC, as of July 24, 2019
       
  99.1   Press Release dated July 31, 2019, announcing the purchase of Temple Turmeric, Inc. by Natur International Corp.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Natur International Corp.  
   
Date: July 31, 2019 By: /s/ Ruud Huisman
  Name:  Ruud Huisman
  Title: Chief Financial Officer

 

 

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Exhibit 10.1

  

PURCHASE AND RECAPITALIZATION AGREEMENT

 

This Purchase and Recapitalization Agreement, dated as of July 24, 2019 (this “ Agreement ”), is entered into by and among Natur International Corp., a Wyoming corporation (“ Natur ”), DRBG Holdco, LLC, a Delaware limited liability company (“ DRBG ”), Temple Turmeric, Inc., a Delaware corporation (“ Temple ”), Daniel Sullivan, an individual (“ DS ”), Tim Quick, an individual (“ TQ ”), and TQ Holdings LLC, a New Hampshire limited liability company (“ TQH ”).

 

WITNESSETH:

 

WHEREAS, DRBG is the beneficial owner of 15,121,984 shares of Series A Preferred Stock (the “ Series A Shares ”) of Temple;

 

WHEREAS, Natur desires to purchase from DRBG, and DRBG desires to sell to Natur, the Series A Shares (collectively, the “ Purchased Stock ”);

 

WHEREAS, TQH is the holder of the Promissory Note (as defined below); and

 

WHEREAS, Natur desires to purchase from TQH, and TQH desires to sell to Natur, the Promissory Note, which shall be cancelled as herein provided.

 

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties contained in this Agreement, Natur, DRBG, Temple, DS, TQ and TQH agree as follows:

 

1. Definitions.

 

For purposes of this Agreement, the following terms shall have the meanings set forth below:

 

(a) Act ” shall mean the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

(b) Board ” shall have the meaning set forth in Section 12(q) below.

 

(c) Charter ” shall have the meaning set forth in Section 3(e) below.

 

(d) Closing ” shall have the meaning set forth in Section 3(a) below.

 

(e) Closing Date ” shall have the meaning set forth in Section 3(a) below.

 

(f) DRBG ” shall have the meaning set forth in the preamble.

 

(g) DS ” shall have the meaning set forth in the preamble.

 

(h) Financial Statements ” shall have the meaning set forth in Section 8(i) below.

  

 

 

 

(i) GAAP ” shall have the meaning set forth in Section 8(i) below.

 

(j) Intellectual Property ” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, inventions, formulae, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights and all registrations, renewals, extension, continuation, divisions, or reissues of, and applications for, any of the foregoing, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases that are owned or used by Temple or are necessary for the conduct of Temple’s business as now conducted and as presently proposed to be conducted.

 

(k) Investor Rights Agreement ” shall mean the agreement dated April 3, 2018 to which the Temple is a party.

 

(l) Lien ” shall mean any lien, pledge, claim, security interest, encumbrance, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise, but not including any Permitted Liens.

 

(m) Material Adverse Effect ” shall have the meaning set forth in Section 8(a).

 

(n) Natur ” shall have the meaning set forth in the preamble.

 

(o) Note Purchase Price ” shall mean $100,000, plus all accrued and unpaid interest due thereon through the Closing Date for the Promissory Note.

 

(p) Permitted Liens ” means (a) liens for taxes and other governmental charges and assessments which are not yet due and payable or which are being contested in good faith, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable or which are being contested in good faith, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such lien or imperfections, (d) liens relating to deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of leases, trade contracts or other similar agreements, (e) purchase money liens on personal property acquired in the ordinary course of business, (f) liens specifically identified in the Financial Statements, (g) liens securing executory obligations under any lease that constitutes a “capital lease” under generally accepted accounting principles, (h) any utility company rights, easements and franchises, (i) Liens arising under the Promissory Note and (j) with respect to the Purchased Stock, liens arising under applicable federal and state securities laws and under the Shareholder Agreements (to the extent not terminated as of the Closing) and Charter.

  

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(q) Promissory Note ” shall mean that certain 10% Secured Convertible Promissory Note with a principal amount of $100,000, issued by Temple to TQH on April 17, 2019.

 

(r) Promissory Note Closing ” shall have the meaning set forth in Section 4(a) below.

 

(s) Purchased Stock ” shall have the meaning set forth in the recitals hereto.

 

(t) Released Parties ” shall have the meaning set forth in Section 12(o) below.

 

(u) Required Approvals ” shall have the meaning set forth in Section 8(d) below.

 

(v) Right of First Refusal Co-Sale Agreement ” shall mean that certain agreement dated April 3, 2018 to which Temple is a party.

 

(w) Series A Shares ” shall have the meaning set forth in the recitals hereto.

 

(x) Shareholder Agreements ” shall means the Investor Rights Agreement, the Right of First Refusal Co-Sale Agreement and the Voting Agreement.

 

(y) Stock Purchase Price ” shall mean $1.00 in the aggregate.

 

(z) Temple ” shall have the meaning set forth in the preamble.

 

(aa) TQ ” shall have the meaning set forth in the preamble.

 

(bb) TQH ” shall have the meaning set forth in the preamble.

 

(cc) Transaction Document ” shall include this Agreement, the Promissory Note and the Right of First Refusal Agreement dated April 3, 2018.

 

(dd) Voting Agreement ” shall mean the agreement dated April 3, 2018 to which the Temple is a party.

 

(ee) Warrant ” shall have the meaning set forth in Section 3(c) below.

 

2. Sale and Purchase of the Purchased Stock and Promissory Note.

 

Subject to the terms and conditions of this Agreement, at the Closing, (i) DRBG shall sell, assign, transfer and deliver to Natur, and Natur shall purchase and acquire from DRBG, all right, title and interest of DRBG in and to the Purchased Stock, free and clear of any Lien, and (ii) DRBG will assign all of its rights, claims and causes of action related thereto to Natur; and

 

Subject to the terms and conditions of this Agreement, at the Promissory Note Closing, (i) TQH shall sell, assign, transfer and deliver to Natur, and Natur shall purchase and acquire from TQH, all right, title and interest of TQH in and to the Promissory Note, and (ii) TQH will assign all of its rights, claims and causes of action related thereto to Natur.

  

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3. Share Purchase Closing.

 

(a) The closing of the purchase and sale of the Purchased Stock (a “ Closing ”) shall take place on the date hereof by exchange of executed documents via facsimile or e-mail (PDF) to be followed by exchange of executed original documents (such date, a “ Closing Date ”).

 

(b) At the Closing, Natur shall pay the Stock Purchase Price in U.S. dollars in immediately available funds by wire transfer to an account designated by DRBG or check.

 

(c) As an inducement for DRBG to sell the Purchased Stock to Natur, at the Closing, Temple shall issue to DRBG a Common Stock Warrant in the form attached hereto as Exhibit A (the “ Warrant ”).

 

(d) At the Closing, the Voting Agreement and the Investor Rights Agreement shall be terminated as to all parties.

 

(e) At or prior to the Closing, the following directors will tender their resignations, Ian Knowles, Chris Akelman and Ekta Sharma and in their place, immediately after the Closing the Closing, Rob Paladino, Ruud Huisman and Rhys Tombling will be appointed as directors to fill the vacancies created by the resignations. The three new directors will be deemed those designated by the Series A Directors under the Company’s Third Amended and Restated Certificate of Incorporation (as amended from time to time, the “ Charter ”). Immediately following the Closing, TQ shall be appointed as a director of Temple.

 

(f) At the Closing, by their execution of this Agreement, each of DRBG and Temple hereby agree to terminate that certain Management Services Agreement, dated as of March 30, 2018 by and among Temple and DRBG.

 

(g) At the Closing, Temple shall deliver to Natur a good standing certificate for Temple, issued as of a then recent date by the Secretary of State of the State of Delaware.

 

(h) At the Closing, copies of resolutions of the Board and the shareholders of Temple authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, certified by a duly authorized officer of Temple.

 

4. Note Purchase Closing.

 

(a) The closing of the purchase and sale of the Promissory Note (the “ Promissory Note Closing ”) shall take place on the date hereof by exchange of executed documents via facsimile or e-mail (PDF) to be followed by exchange of executed original documents.

  

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(b) Within ten (10) business days of the Promissory Note Closing, Natur shall pay the Note Purchase Price in U.S. dollars in immediately available funds by wire transfer to an account designated by TQH or check.

 

(c) Promptly after payment of the Note Purchase Price, the Promissory Note shall be cancelled, Temple shall be released from all obligations thereunder and Natur shall be authorized to file a UCC-3 form in order to release TQH’s security interest on the assets of Temple.

 

5. Representations and Warranties of DRBG.

 

DRBG hereby represents and warrants to Natur, as of the date of this Agreement, as follows:

 

(a) Organization and Authorization . DRBG is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. DRBG has all the requisite power and authority to own properties and assets and to conduct its business and has the requisite power and authority to enter into, execute and deliver this Agreement and to perform all of the obligations to be performed by DRBG hereunder. This Agreement has been duly executed and delivered by DRBG, and this Agreement constitutes the valid and binding obligation, enforceable against DRBG in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally.

 

(b) Title to Purchased Stock . DRBG owns all right, title and interest (legal and beneficial) in and to the Purchased Stock, free and clear of all Liens. Upon delivery of the Purchased Stock to Natur, and payment of the Stock Purchase Price to DRBG, Natur will acquire good and valid title to such Purchased Stock, free and clear of all Liens, and any Liens created by Natur after the Closing.

 

(c) No Conflicts . To DRBG’s knowledge, the execution and delivery of this Agreement and the performance by DRBG hereunder does not and will not result in the breach or violation of any of the terms or provisions of, or constitute a default under, or accelerate the performance required by the terms of any material indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which DRBG is a party or by which it is bound, nor will any such action result in any violation of the provisions of any material statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over its property.

 

(d) No Broker . DRBG has not, directly or indirectly, dealt with anyone acting in the capacity of a finder or broker, nor has DRBG incurred any obligations for any finder’s or broker’s fee or commission, in connection with the transactions contemplated by this Agreement.

  

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6. Representations and Warranties of TQH.

 

TQH hereby represents and warrants to Natur, as of the date of this Agreement and as of the Closing Date for the purchase of the Promissory Note, as follows:

 

(a) Organization and Authorization . TQH is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. TQH has all the requisite power and authority to own properties and assets and to conduct its business and TQH has the requisite power and authority to enter into, execute and deliver this Agreement and to perform all of the obligations to be performed by TQH hereunder. This Agreement has been duly executed and delivered by TQH, and this Agreement constitutes the valid and binding obligation, enforceable against TQH in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally.

 

(b) Title to Promissory Note . TQH owns all right, title and interest (legal and beneficial) in and to the Promissory Note free and clear of any Lien. Upon delivery of the Promissory Note to Natur, and payment of the Note Purchase Price to TQH, Natur will acquire good and valid title to such Promissory Note.

 

(c) No Conflicts . To TQH’s knowledge, the execution and delivery of this Agreement and the performance by TQH hereunder does not and will not result in the breach or violation of any of the terms or provisions of, or constitute a default under, or accelerate the performance required by the terms of any material indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which TQH is a party or by which it is bound, nor will any such action result in any violation of the provisions of any material statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over its property.

 

(d) No Broker . TQH has not, directly or indirectly, dealt with anyone acting in the capacity of a finder or broker, nor has TQH incurred any obligations for any finder’s or broker’s fee or commission, in connection with the transactions contemplated by this Agreement.

 

7. Representations and Warranties of Natur.

 

Natur hereby represents and warrants to DRBG and TQH, as of the date of this Agreement and as of the closing date of the purchase of the Promissory Note, as to only those representations and warranties apply to the purchase of the Promissory Note, as follows:

 

(a) Authorization . Natur has the requisite corporate power and corporate authority to enter into, execute and deliver this Agreement and to perform all of the obligations to be performed by it hereunder. This Agreement has been duly executed and delivered by it, and this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws or general application affecting enforcement of creditors’ rights generally.

  

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(b) No Conflicts . The execution and delivery of this Agreement and the performance by Natur hereunder does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or accelerate the performance required by the terms of any material indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which Natur is a party or by which it is bound, nor will any such action result in any violation of the provisions of any material statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property.

 

(c) Acknowledgments . Natur is acquiring the Purchased Stock and Promissory Note for Natur’s own account, for investment and not with a view to the distribution or resale thereof, except in compliance with the Act and applicable state securities laws. Natur has such knowledge and experience in financial, tax and business matters and in making investments of this type that it is capable of evaluating the merits and risks of purchasing the Purchased Stock and Promissory Note. Natur is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Act. Natur acknowledges that no other party is making representations or warranties regarding Temple. Natur acknowledges that it has conducted an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of Temple and, in making its determination to proceed with the transactions contemplated by this Agreement. Natur has relied solely on the results of such investigation and the representations and warranties of Temple set forth herein with respect to the business of Temple. The representations and warranties by Temple and the other parties hereto constitute the sole and exclusive representations and warranties of such parties to Natur in connection with the transactions contemplated hereby, and Natur acknowledges and agrees that Temple and the other parties hereto are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement.

 

(d) No Broker . Natur has not, directly or indirectly, dealt with anyone acting in the capacity of a finder or broker, nor has Natur incurred any obligations for any finder’s or broker’s fee or commission, in connection with the transactions contemplated by this Agreement.

   

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8. Representations and Warranties of Temple.

 

Temple hereby represents and warrants to Natur as of the date of this Agreement, as follows:

 

(a) Organization and Qualification . Other than the entities listed on Exhibit B hereto (collectively, the “ Subsidiaries ”), Temple does not own equity interests in any entities. Temple and each of the subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither Temple nor any subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of Temple and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of Temple and its subsidiaries, if any, taken as a whole, or (iii) a material adverse effect on Temple’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

(b) Authorization . Temple has the requisite power and authority to enter into, execute and deliver this Agreement and to perform all of the obligations to be performed by it hereunder. This Agreement has been duly executed and delivered by it, and this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws or general application affecting enforcement of creditors’ rights generally. All the Purchased Stock was duly and validly issued, fully paid and non-assessable.

 

(c) No Conflicts . The execution and delivery of this Agreement and the performance by Temple hereunder does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or accelerate the performance required by the terms of any material indenture, mortgage, deed of trust, loan agreement, license or any other agreement or instrument to which Temple is a party or by which it is bound, nor will any such action result in any violation of the provisions of any material statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property.

 

(d) Filings, Consents and Approvals . Temple is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by Temple of the Transaction Documents, other than: (i) documentation to terminate the Voting Agreement and the Investor Rights Agreement (collectively, the “ Required Approvals ”); and (ii) the approvals of the Board and the shareholders of Temple as hereunder contemplated.

 

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(e) Offering . The offer, sale and issuance of the Warrant as contemplated by this Agreement are exempt from the registration requirements of the Act, and exempt from registration and qualification under all applicable state securities laws, and neither Temple nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. Temple has reserved sufficient shares of its Common Stock (as applicable) for issuance upon exercise of the Warrant.

 

(f) Capitalization . Attached hereto as Exhibit C is a true and correct fully diluted capitalization table of Temple as of the Closing Date. Other than under the Shareholder Agreements, no person, as of the Closing Date for the Purchased Stock has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. The issuance and sale of the Warrants and any underlying securities will not obligate Temple to issue shares of Common Stock or other securities to any person (other than the Warrant Holder) and will not result in a right of any holder of Temple securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of Temple that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Temple is or may become bound to redeem a security of Temple. Temple does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of Temple are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board or others is required for the issuance and sale of the Warrants, other than as contemplated hereunder. Other than the Transaction Documents, as of the Closing Date, there are no stockholders’ agreements, voting agreements or other similar agreements with respect to the Temple’s capital stock to which Temple is a party or, to the knowledge of Temple, between or among any of Temple’s stockholders.

 

(g) Compliance with Law . Temple is in material compliance with all applicable laws, and Temple has not received any written notice to the effect that it is not in material compliance with any law. In addition to the general compliance, Temple is also (i) in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder; (ii) have received all permits licenses or other approvals required of Temple to conduct its business; and (iii) is in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Temple, its subsidiaries, if any, and, to the knowledge of Temple, their respective officers and directors and agents are in compliance with any laws that relate to any United States sanctions as administered by the Office of Foreign Assets Control of the U.S Treasure Department, and money laundering laws.

  

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(h) Regulatory Permits . Temple possess all certificates, authorizations and permits issued by the appropriate U.S. federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect, and Temple has not received any notice of proceedings relating to the revocation or modification of any such permit.

 

(i) Financial Statements . Temple has delivered to Natur its unaudited financial statements as of December 31, 2018, and for the period from January 1, 2019 through June 30, 2019 (collectively, the “ Financial Statements ”), which are attached hereto as Exhibit D . The Financial Statements have been prepared in accordance with generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the period indicated, except that the Financial Statements may not contain all footnotes required by GAAP. The Financial Statements fairly present in all material respects the financial condition and operating results of Temple as of the date, and for the period, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements or as disclosed to Natur on Exhibit D hereto, Temple has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to June 30, 2019; (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and are not required by GAAP to be reflected on a balance sheet; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate, do not exceed $50,000. Since June 30, 2019, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) Temple has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) Temple has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (iv) Temple has not issued any equity securities.

 

(j) Taxes . Temple and its subsidiaries if any each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Temple or of any subsidiary, if any, know of no basis for any such claim.

  

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(k) Litigation . Except as set forth on Exhibit E , in the past three years, there have been no action, suit, arbitration, inquiry, notice of violation, proceeding or investigation (collectively, “ Actions ”) pending or, to the knowledge of Temple, threatened against or affecting Temple, any Subsidiary, if any, or any of their respective properties. There is no Action that may challenge or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with the transactions contemplated hereby. Except as set forth on Exhibit E , there has not been, and to the knowledge of Temple, there is not pending or contemplated, any investigation of Temple or any current or former director or officer of Temple.

 

(l) Labor Relations . Except as set forth on Exhibit F , no labor dispute exists or, to the knowledge of Temple, is threatened with respect to any of the employees of Temple. None of Temple’s employees is a member of a union that relates to such employee’s relationship with Temple, and Temple is a party to a collective bargaining agreement, and Temple believe that its relationships with its employees are good. Temple is in material compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

(m) Property . Temple has good and marketable title to all property and assets that Temple owns or purports to own, in each case free and clear of all Liens. The Company does not and has never owned any real property.

 

(n) Contracts . Exhibit G hereto, lists all the material contracts related to the business of Temple, taken as a whole, which shall include agreements, understandings, instruments, contracts or proposed transactions to which Temple is a party that involves (x) obligations (contingent or otherwise) of, or payments to, Temple in excess of $50,000, (y) the license of any Intellectual Property to or from Temple, or (z) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person that limit Temple’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products (collectively “ Material Contracts ”). Each Material Contract so listed: (i) is an agreement that is a legal, valid and binding obligation of Temple; (ii) Temple, and to the knowledge of Temple, no other party, is in material breach or violation of, or material default under, any such material contract or agreement, no event has occurred, is pending or is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Temple, or, to the knowledge of Temple, any other party under such material contract or agreement; (iii) there are no disputes or disagreements between Temple and any other party with respect to any such material contract or agreement; (iv) Temple has neither sent nor received a notice of termination or notice of non-renewal with respect to any such Material Contract, which by its terms would automatically renew in the absence thereof; and (v) each such Material Contract shall remain in full force and effect immediately following the Closing of the purchase of the Purchased Stock without any modification in the rights or obligations of Temple thereunder pursuant to the terms thereof by reason of such Closing.

  

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(o) Customers and Suppliers . Exhibit H lists (a) each customer of the business of Temple that accounted for more than $50,000 in revenue reflected in the Financial Statements during the last full fiscal year or the interim period through the most recent Financial Statement; and (b) the top ten suppliers of products and/or services to the business of Temple. To Temple’s knowledge, no such customer or supplier has notified it in writing within the past year that it will, in a material respect, stop, or decrease the rate of, buying products or supplying products, as applicable, to Temple. Temple has not received any written, or to the Temple’s knowledge, verbal, notice that (i) any of such customers or suppliers has ceased, or intends to cease to use its goods or services or otherwise terminate its business relationship with Temple or materially adversely modify the business it conducts with Temple (either by reducing the volume of business it conducts with Temple or otherwise) or (ii) any party to a contract with such customers or suppliers intends to adversely modify in any material way, accelerate, cancel or terminate any such contract.

 

(p) Accounts Receivable . The accounts receivable of Temple (i) represent valid obligations and bona fide transactions made in the ordinary course of business, (ii) to Temple’s knowledge, are fully collectible in the ordinary course of business without resort to any legal proceedings, tribunal. mediation or arbitration proceeding or collection agencies and (iii) are not subject to refunds or adjustments, valid defenses, set-offs or counterclaims (other than returns in the ordinary course of business).

 

(q) Intellectual Property . Temple owns or possesses, or with respect to Temple’s business as proposed to be conducted only, believes it can obtain on commercially reasonable terms, sufficient legal rights to all Intellectual Property without any conflict with, or infringement of, the rights of others. To Temple’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by Temple violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.

 

(r) Insurance . Temple is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which Temple is engaged, including, but not limited to, product liability insurance. Temple has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  

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(s) Product Liability . Each product developed, sold or delivered by Temple has been in conformity in all material respects with all product specifications and all warranties provided for the product. Each of the products sold by Temple is, and at all times up to and including the sale thereof has been, (i) in material compliance with all applicable laws, (ii) to Temple’s knowledge designed, produced, manufactured, marketed, sourced, processed, packaged, labeled, branded, advertised, marked, tagged, tested, certified, weighed, inspected, shipped and sold in compliance and conformity in all material respects with all applicable governmental and industry standards or other requirements imposed by any customer, contractual commitments, product specifications, all warranties and all applicable laws, and (iii) to Temple’s knowledge, fit for the ordinary purposes for which it is intended to be used. Each of such products contains warnings in accordance in all material respects with applicable laws, rules and regulations. To Temple’s knowledge, it has not committed any act or failed to commit any act, which act or failure would result in any product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Temple.

 

(t) Assumptions of Rights . Upon Closing, Natur shall assume all rights and obligations of DRBG with respect to the Series A Shares under the following agreement: Right of First Refusal Co-Sale Agreement.

 

(u) No Broker . Temple has not, directly or indirectly, dealt with anyone acting in the capacity of a finder or broker, nor has Temple incurred any obligations for any finder’s or broker’s fee or commission, in connection with the transactions contemplated by this Agreement.

 

(v) Certain Transactions . Other than (i) standard employee benefits generally made available to all employees, and (ii) standard director and officer indemnification agreements, there are no agreements, understandings or proposed transactions between Temple and any of its officers, directors, employees, stockholders, or any affiliate thereof.

 

9. Covenants.

 

(a) As of the Closing, each of the directors designated by DRBG to the Board shall resign and, immediately after the Closing, Temple shall designate three designees of Natur to the Board.

 

(b) Each of the parties hereto agrees to execute all such assignments, transfer agreements, consents and/or any and all documents as may be reasonably required by any other party hereto to reflect the transactions contemplated hereunder.

 

(c) Within fourteen days after the Closing, Temple hereby agrees it will provide Natur with draft Full Year 2018 and for the 6 months ending June 30, 2019, US GAAP compliant Financial Statements.

  

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(d) Promptly after the Closing of the Purchased Stock, with the objective of within two days after the Natur persons are appointed to the Board, Natur shall provide equity funding to Temple for working capital needs of not less than $150,000 and up to $250,000. The funding will be made for the sale of shares of equity of Temple to Natur, at a valuation of Temple at $1,000,000, and $250,000 will represent one-quarter of the outstanding fully diluted equity of Temple. The equity funding will be exchange for common stock of Temple, and will be made only after Temple has amended its Charter to increase its authorized and unissued shares of common stock to permit the issuance of the additional shares of common stock.

 

(e) Each of DS, TQ and TQH, on behalf of themselves and their respective affiliates, hereby approves this Agreement and the transactions contemplated hereunder for all purposes, including in their capacity as stakeholders of Temple.

 

(f) TQ hereby agrees that after the Promissory Note Closing, he shall not be a director of the Company.

 

10. Limitation of Liability of DRBG.

 

In no event shall the liability of DRBG for any breach of this Agreement by DRBG exceed the Stock Purchase Price.

 

11. Limitation of Liability of Temple.

 

Temple alone will be responsible to any breach of its representations and warranties and covenants to Natur. To the extent Natur suffers any damages for the breach of the Temple representations and warranties or covenants, Temple will recompense Natur by the issuance of shares of common stock of Temple, with a fair market value of the damages, with the fair market value being determined as of the date of the damage.

 

12. General Provisions.

 

(a) Expenses . All fees and expenses incurred in connection with this Agreement (and the transactions contemplated hereunder), including all fees of counsel and accountants, shall be borne by the party incurring the same.

 

(b) Notices . All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received when delivered by hand or courier, when received by email, or three (3) days after the date when posted by air mail, with postage prepaid, addressed as follows:

 

If to DRBG, to:

 

DRBG Holdco, LLC

c/o Dunn’s River Brands Group, Inc.

5757 Main St., Suite 205

Frisco, Texas 75034
Attn: Bill Meissner
Email: bmeissner@gmail.com

   

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or to such other person or address as DRBG shall furnish to the other parties hereto in writing.

 

If to Natur, to:

 

Natur International Corp.

Jachthavenweg 124

1081KJ Amsterdam

The Netherlands

Attn: Ruud Huisman
Email: ruud@natur.eu

 

or to such other person or address as Natur shall furnish to the other parties hereto in writing.

 

If to Temple, to:

 

Temple Turmeric, Inc.

134 N4th Street #3D

Brooklyn, NY 10005

Attn: Adam Litvack
Email: adam@drinktemple.com

 

or to such other person or address as Temple shall furnish to the other parties hereto in writing.

 

If to TQH or TQ, to:

 

TQ Holdings LLC

22 Church Road
Bedford, NH 03110

Attn: Tim Quick
Email: timqck@gmail.com

 

or to such other person or address as TQH shall furnish to the other parties hereto in writing.

 

If to DS, to:

 

Daniel Sullivan
Email: daniel333sullivan@gmail.com

 

or to such other person or address as DS shall furnish to the other parties hereto in writing.

 

(c) Assignment . Neither this Agreement nor any of the rights, interests or obligations under it may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto and any purported assignment in violation of this Section 8(c) will be void. Subject to the prior sentence, this Agreement and all of its provisions shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

  

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(d) Governing Law; Disputes . This Agreement and the legal relations among the parties shall be governed by and construed in accordance with the laws of the State of New York without reference to the conflicts of laws principles thereof. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, may be brought in any state or federal court located in the Southern District of New York, and, by execution and delivery of this Agreement, each of the parties hereto accepts the exclusive jurisdiction of such court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.

 

(e) Counterparts; Facsimile Copies . This Agreement may be executed in counterparts (including by facsimile or PDF), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

(f) Interpretation . The headings of the Sections and Subsections of this Agreement are inserted for convenience only and shall not constitute a part of or affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” when used in this Agreement shall be deemed in each case to be followed by the words “without limitation.” Defined terms used in this Agreement shall have the same meaning whether defined or used herein in the singular or the plural, as the case may be.

 

(g) Entire Agreement . This Agreement and the other documents and certificates delivered pursuant to the terms of this Agreement set forth the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party.

 

(h) Amendment; Waiver . This Agreement may be amended only by a written instrument executed by each of the parties hereto (to the extent impacted by such amendment). Any failure of a party to comply with any obligation, agreement or condition under this Agreement may only be waived in writing by each other party hereto (to the extent impacted thereby). No failure by a party to take any action against any breach of this Agreement or default by the other party shall constitute a waiver of such party’s right to enforce any provision of this Agreement or to take any such action.

 

(i) Third Parties . Except as specifically set forth or referred to in this Agreement, nothing in this Agreement, expressed or implied, is intended, or shall be construed, to confer upon or give to any person or entity other than the parties and their successors or assigns and the Released Parties (as defined below), any rights or remedies under or by reason of this Agreement.

  

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(j) Additional Documents and Acts . Each of the parties agrees to execute and deliver such additional documents, certificates and instruments, and to perform such additional acts, as may be reasonably requested and as may be necessary or appropriate to carry out the provisions of this Agreement and to consummate the transactions contemplated by this Agreement.

 

(k) No Presumption Regarding Drafting . Each of the parties hereto acknowledges that it has reviewed this Agreement prior to its execution and that changes were made to this Agreement based upon its comments. If any disputes arise with respect to the interpretation of any provision of this Agreement, the provision shall be deemed to have been drafted by both of the parties and shall not be construed against any party on the basis that the party was responsible for drafting that provision.

 

(l) Severability . If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

 

(m) Waiver of Jury Trial . Each of the parties hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating thereto. Each of the parties (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 12(m).

 

(n) Survival. The provisions of Sections 5 through 12 of this Agreement will survive the Closing; provided that the representations and warranties in this Agreement shall survive and be effective and enforceable for a period of, with respect to Sections 5, 6 and 7, one (1) year from the Closing, and with respect to Section 8, two (2) year from the Closing.

  

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(o) Release. As a material inducement to DRBG to enter into this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Natur, Temple, DS, TQ and TQH, each on behalf of itself and its predecessors, parents, subsidiaries, affiliates, divisions, affiliates, any related entity, successors and assigns, and all of their current and former agents, officers, directors, shareholders, partners, employees, members, trustees, fiduciaries, representatives, attorneys and all persons acting by, through, under or in concert with any of them (collectively, the “ Releasing Parties ”) hereby irrevocably and unconditionally release, acquit, and forever discharge DRBG and each of its predecessors, parents (including Fireman Capital Partners, LLC and its affiliated entities and persons), subsidiaries, affiliates, divisions, any related entity, successors and assigns, and all of their current and former agents, officers, directors, shareholders, partners, employees, members, trustees, fiduciaries, representatives, attorneys and all persons acting by, through, under or in concert with any of them, including each of the DRBG designees to the Board (collectively, the “ Released Parties ”), from any and all claims, suits, charges, complaints, liabilities, obligations, promises, agreements, damages, causes of action, demands, losses, debts, attorneys fees and expenses of any nature whatsoever, known or unknown which the Releasing Parties have, had or claim to have against any Released Party up to and including the date hereof, or any other matter arising out of DRBG’s beneficial ownership of the Series A Shares or otherwise related to DRBG being an stakeholder of Temple, including entering into this Agreement and the transactions contemplated hereby, except for obligations arising hereunder. The Released Parties shall be indemnified and held harmless by Natur for and against any loss, liability, claim, damage (including incidental and consequential damages), costs and expenses, interest, awards, judgments and penalties (including costs of investigation and defense and attorneys’ and consultants’ fees and expenses), whether or not involving third party claims, actually suffered or incurred by them, arising out of or resulting from the breach or nonperformance of any covenant or agreement arising in this Section 12(o) by Natur. The Released Parties shall be indemnified and held harmless by Temple for and against any loss, liability, claim, damage (including incidental and consequential damages), costs and expenses, interest, awards, judgments and penalties (including costs of investigation and defense and attorneys’ and consultants’ fees and expenses), whether or not involving third party claims, actually suffered or incurred by them, arising out of or resulting from the breach or nonperformance of any covenant or agreement arising in this Section 12(o) by Temple. The Released Parties shall be indemnified and held harmless, jointly and severally, by TQH and TQ for and against any loss, liability, claim, damage (including incidental and consequential damages), costs and expenses, interest, awards, judgments and penalties (including costs of investigation and defense and attorneys’ and consultants’ fees and expenses), whether or not involving third party claims, actually suffered or incurred by them, arising out of or resulting from the breach or nonperformance of any covenant or agreement arising in this Section 12(o) by TQH and/or TQ. The Released Parties shall be indemnified and held harmless by DS for and against any loss, liability, claim, damage (including incidental and consequential damages), costs and expenses, interest, awards, judgments and penalties (including costs of investigation and defense and attorneys’ and consultants’ fees and expenses), whether or not involving third party claims, actually suffered or incurred by them, arising out of or resulting from the breach or nonperformance of any covenant or agreement arising in this Section 12(o) by DS.

  

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As a material inducement to Natur to enter into this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DRBG, DS, TQ and TQH, each on behalf of itself and its respective predecessors, parents, subsidiaries, affiliates, divisions, any related entity, successors and assigns, and all of their current and former agents, officers, directors, shareholders, partners, employees, members, trustees, fiduciaries, representatives, attorneys and all persons acting by, through, under or in concert with any of them (collectively, the “ Seller Releasing Parties ”) hereby irrevocably and unconditionally release, acquit, and forever discharge Temple and each of its subsidiaries, affiliates, divisions, any related entity, successors and assigns, and all of their current and former agents, officers, directors, shareholders, partners, employees, members, trustees, fiduciaries, representatives, attorneys and all persons acting by, through, under or in concert with any of them (collectively, the “ Temple Released Parties ”), from any and all claims, suits, charges, complaints, liabilities, obligations, promises, agreements, damages, causes of action, demands, losses, debts, attorneys fees and expenses of any nature whatsoever, known or unknown which the Seller Releasing Parties have, had or claim to have against any Temple Released Party up to and including the date hereof, including entering into this Agreement and the transactions contemplated hereby, except for obligations arising hereunder and any indemnification obligations on the part of Temple to its current and former directors and officers, and DRBG’s rights under the Warrant. The Temple Released Parties shall be indemnified and held harmless by the Seller Releasing Parties for and against any loss, liability, claim, damage (including incidental and consequential damages), costs and expenses, interest, awards, judgments and penalties (including costs of investigation and defense and attorneys’ and consultants’ fees and expenses), whether or not involving third party claims, actually suffered or incurred by them, arising out of or resulting from the breach or nonperformance of any covenant or agreement arising in this Section 12(o) by the Seller Releasing Parties.

 

As a material inducement to TQ and TQH to enter into this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Temple, on behalf of itself and its respective predecessors, parents, subsidiaries, successors and assigns, and all of their current and former agents, officers, directors, shareholders, partners, employees, members, trustees, fiduciaries, representatives, attorneys and all persons acting by, through, under or in concert with it (collectively, the “ Temple Releasing Parties ”) hereby irrevocably and unconditionally releases, acquits, and forever discharges TQ and TQH, from any and all claims, suits, charges, complaints, liabilities, obligations, promises, agreements, damages, causes of action, demands, losses, debts, attorneys fees and expenses of any nature whatsoever, known or unknown which the Temple Releasing Parties have, had or claim to have (“ Temple Claims ”) against TQ and TQH up to and including the date hereof, except for obligations arising hereunder.

   

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As a material inducement to DS to enter into this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Temple Releasing Party hereby irrevocably and unconditionally releases, acquits, and forever discharges DS from any and all Temple Claims, except for obligations arising hereunder, provided however, the foregoing shall not release DS from any Temple Claims occurred as a result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by DS.

 

(p) Non-Disparagement. Natur, Temple, DS, TQ and TQH agree not to defame, disparage or criticize the Released Parties, their respective business plans, procedures, products, services, development, finances, financial condition, capabilities or other aspect of its business, or any of its direct and indirect stakeholders in any medium (whether oral, written, electronic or otherwise, whether currently existing or hereafter created), to any person or entity, without limitation in time. Notwithstanding the foregoing sentence, Natur, Temple, DS, TQ and TQH may confer in confidence with their respective advisors and make truthful statements as required by law. DRBG agrees not to defame, disparage or criticize Temple, its business plan, procedures, products, services, development, finances, financial condition, capabilities or other aspect of its business, or any of its direct and indirect stakeholders in any medium (whether oral, written, electronic or otherwise, whether currently existing or hereafter created), to any person or entity, without limitation in time. Notwithstanding the foregoing sentence, DRBG may confer in confidence with its advisors and make truthful statements as required by law.

 

(q) Press Release. No party hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other parties unless otherwise required by law, and the parties hereto shall cooperate as to the timing and contents of any such press release, public announcement or communication.

  

[ Signature Page Follows ]

   

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IN WITNESS WHEREOF, the parties have executed this Purchase and Recapitalization Agreement as of the date first above written.

  

  NATUR INTERNATIONAL CORP.
   
  By:  
  Name:  
  Title:  
   
  DRBG HOLDCO, LLC
   
  By:  
  Name:  Christopher Akelman
  Title: President
   
  TEMPLE TURMERIC, INC.
   
  By:  
  Name:  
  Title:  
   
  TQ HOLDINGS LLC
   
  By:  
  Name: Tim Quick
  Title:  
   
  TIM QUICK, an individual
   
  By:  
  Name: Tim Quick

   

  DANIEL SULLIVAN, an individual
   
  By:  
  Name:   Daniel Sullivan

 

 

 

21

 

Exhibit 10.2

 

FORM OF WARRANT

 

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR FOREIGN JURISDICTION. NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

 

 

 

TEMPLE TURMERIC, INC.
COMMON STOCK PURCHASE WARRANT

 

 

 

July 24, 2019   Warrant No.: 1

 

This hereby certifies that, for good and valuable consideration, Temple Turmeric, Inc., a Delaware corporation (the “ Company ”), hereby grants to DRBG Holdco, LLC, a Delaware limited liability company, or its registered successors or assigns (each person or entity holding all or part of this Warrant (the “ Warrant ”) being referred to as a “ Warrantholder ”), the right to subscribe for and purchase from the Company, during the Exercise Period (as hereinafter defined), the Warrant Shares (as hereinafter defined) at the exercise price per Warrant Share of the then par value of a share of common stock of the Company (the “ Exercise Price ”), all subject to the terms, conditions and adjustments herein set forth. Capitalized terms used herein shall have the meanings ascribed to such terms in Section 10 below.

 

1. Warrant . This Warrant is issued pursuant to, and in accordance with, the Purchase and Recapitalization Agreement, dated as of July __, 2019 (the “ Purchase and Recapitalization Agreement ”), between Natur International Corp., a Wyoming corporation, the Warrantholder, the Company and the other parties named therein, and is subject to the terms thereof.

 

2. Exercise of Warrant; Payment of Taxes .

 

2.1 Exercise of Warrant . Subject to the terms and conditions set forth herein, this Warrant may be exercised at any time, in whole and not in part, by the Warrantholder during the Exercise Period by (a) the surrender of this Warrant to the Company, in each case, with a duly executed Exercise Form, and (b) subject to Section 2.2 below, the delivery of payment to the Company, for the account of the Company, by cash, wire transfer, certified or official bank check or any other means approved by the Company, of the aggregate Exercise Price in lawful money of the United States of America.

 

 

 

 

The Company agrees that the Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.

 

2.2 Conversion Right.

 

(a) In the event the aggregate Exercise Price exceeds $2,500, in lieu of the payment of the aggregate Exercise Price, the Warrantholder shall have the right (but not the obligation), to require the Company to convert this Warrant into shares of Common Stock (the “ Conversion Right ”) as provided for in this Section 2.2 . Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price) in accordance with Section 2.1(b) that number of shares of Common Stock equal to the quotient obtained by dividing (i) the value of the Warrant or portion thereof at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price at the time of the exercise of the Conversion Right from the aggregate Current Market Price for the shares of Common Stock issuable upon exercise of the Warrant at the time of the exercise of the Conversion Right) by (ii) the Current Market Price of one share of Common Stock at the time of the exercise of the Conversion Right.

 

(b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the end of the Exercise Period by surrender of this Warrant to the Company, with a duly executed Exercise Form with the conversion section completed, exercising the Conversion Right and specifying the total number of shares of Common Stock that the Warrantholder will be issued pursuant to such conversion. Notwithstanding the foregoing, the Conversion Right cannot be exercised if the aggregate Exercise Price is less than $2,500.

 

2.3 Warrant Shares Certificate . A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder within five (5) Business Days after receipt of the Exercise Form by the Company and, if the Conversion Right is not exercised, the payment by the Warrantholder of the aggregate Exercise Price.

 

2.4 Payment of Taxes . The Company will pay all documentary stamp or other issuance taxes, if any, attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided , however , that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue or delivery of any Warrant certificates or Warrant Shares in a name other than that of the then Warrantholder as reflected upon the books of the Company.

 

3. Restrictions on Transfer; Restrictive Legends .

 

3.1 At no time may this Warrant or the Warrant Shares be offered, sold, transferred, pledged or otherwise disposed of, in whole or in part, to any Person except in accordance with applicable federal and state securities laws.

 

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3.2 Except as otherwise permitted by this Section 3 , (a) each Warrant (and each Warrant issued in substitution for any Warrant pursuant to Section 6 ) shall be stamped or otherwise imprinted with a legend in substantially the form as set forth on the cover of this Warrant and (b) each certificate for Warrant Shares issued upon the exercise of any Warrant and each certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the form provided in the Company’s Bylaws, if any. Notwithstanding the foregoing, the Warrantholder may require the Company to issue a Warrant or a certificate for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act, (ii) the Warrantholder has delivered to the Company an opinion of legal counsel (from a firm reasonably satisfactory to the Company) which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be or (iii) such Warrant or Warrant Shares may be sold pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act.

 

4. Reservation and Registration of Shares . The Company covenants and agrees as follows:

 

(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.

 

(b) For the period between the three-month anniversary of the date of this Warrant and the end of the Exercise Period, the Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.

 

(c) The Company shall not, by amendment of its Third Amended and Restated Certificate of Incorporation, as amended from time to time, or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment.

 

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5. Anti-dilution Adjustments . The Exercise Price and the Warrant Share Number (as hereinafter defined) to be received upon exercise of this Warrant shall be subject to adjustment as follows:

 

5.1 Dividend, Subdivision, Combination or Reclassification of Common Stock . In the event that the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise hereof, (w) make a dividend or distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 5 ), then, and in each such case, (A) the aggregate number of Warrant Shares for which this Warrant is exercisable (the “ Warrant Share Number ”) immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such event and (B) the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares issuable immediately thereafter. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. Notwithstanding the foregoing, the adjustment pursuant to this Section 5.1 shall not apply to the Warrant Shares if the number of shares of Common Stock issuable under this Warrant is calculated based on the Warrant Percentage.

 

5.2 Changes . In case the Company at any time or from time to time, after the issuance of this Warrant but prior to the exercise hereof, shall take any action affecting its Common Stock and the Board of Directors in good faith determines that it would be equitable in the circumstances to adjust the Exercise Price, the Warrant Share Number and the Warrant Percentage, as applicable, as a result of such action, then, and in each such case, the Exercise Price, the Warrant Share Number and the Warrant Percentage, as applicable, shall be adjusted so that the Warrant, as adjusted, represents substantially the same rights immediately after the action as it represented immediately before such action (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the Warrantholder, and where necessary, as an amendment to this Warrant).

 

5.3 No Adjustment; Par Value Minimum . Notwithstanding anything herein to the contrary, no adjustment under this Section 5 need be made to the Exercise Price, the Warrant Share Number or the Warrant Percentage, as applicable, if the Company receives written notice from the Warrantholder that no such adjustment is required. Notwithstanding any other provision of this Warrant, the Exercise Price shall not be adjusted below the par value of a share of Common Stock.

 

5.4 Certificate as to Adjustments . Upon any adjustment in the Exercise Price, the Warrant Share Number or the Warrant Percentage, as applicable, the Company shall within a reasonable period (not to exceed ten (10) days) following any of the foregoing transactions deliver to the Warrantholder a certificate, signed by (i) the Chief Executive Officer of the Company and (ii) the Chief Financial Officer of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the adjusted Exercise Price, Warrant Share Number and Warrant Percentage, as applicable, then in effect following such adjustment.

 

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5.5 Notices . In case at any time or from time to time:

 

(a) the Company shall declare a divided (or any other distribution) on its shares of Common Stock;

 

(b) the Company shall authorize the granting to the holders of shares of its Common Stock rights or warrants to subscribe for or purchase any shares of Capital Stock or any other rights or warrants;

 

(c) there shall occur a spin-off or Sale Transaction or Initial Public Offering; or

 

(d) the Company shall take any other action that would require a vote of the Company’s stockholders;

 

then the Company shall mail to the Warrantholder, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or granting of rights or warrants are to be determined, or (B) the date on which such spin-off or Sale Transaction is expected to become effective and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for shares of stock or other securities or property or cash deliverable upon such spin-off or Sale Transaction.

 

6. Loss or Destruction of Warrant . Subject to the terms and conditions hereof, upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such bond or indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor.

 

7. Ownership of Warrant . The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer.

 

8. Sale Transaction . The Warrantholder shall not impede any Sale Transaction; provided that in no event shall exercising this Warrant in accordance with its terms be deemed to be an impediment to any Sale Transaction.

 

9. Amendments . Any provision of this Warrant may be amended and the observance thereof waived only with the written consent of the Company and the Warrantholder.

 

10. Definitions . As used herein, unless the context otherwise requires, the following terms have the following respective meanings:

 

Board of Directors ” means the Board of Directors of the Company.

 

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Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

 

Capital Stock ” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of such Person’s capital stock (including, without limitation, common stock or preferred stock) and any and all securities, rights, warrants or options exercisable or exchangeable for or convertible into such capital stock.

 

Common Stock ” means the Common Stock, par value $0.001 per share, of the Company.

 

Common Stock Equivalent ” means any security or obligation which is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for shares of Common Stock, including, without limitation, Preferred Stock, and any indebtedness, note, option, warrant or other subscription or purchase right with respect to Common Stock or any Common Stock Equivalent.

 

Company ” has the meaning set forth in the first paragraph of this Warrant.

 

Conversion Right ” has the meaning set forth in Section 2.2(a) of this Warrant.

 

Current Market Price ” means, as of the date of determination, a market price per share determined mutually by the Board of Directors and the Warrantholder or, if the Board of Directors and the Warrantholder shall fail to agree, at the Company’s expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Warrantholder. Any determination of the Market Price by an appraiser shall be based on a valuation of the Company as an entirety without regard to any discount for minority interests or disparate voting rights among classes of capital stock.

 

Exercise Form ” means an Exercise Form in the form annexed hereto as Exhibit A .

 

Exercise Period ” means the period from the date hereof to the tenth anniversary of the date hereof, but in any event no later than the earlier of (i) upon consummation of the Initial Public Offering (but exercise shall be conditioned thereupon) and (ii) upon consummation of a Sale Transaction (but exercise shall be conditioned thereupon).

 

Exercise Price ” has the meaning set forth in the first paragraph of this Warrant.

 

Fully Diluted Basis ” means, with respect to the Company (or any successor thereto), the sum of: (a) the aggregate number of issued and outstanding shares of capital stock or other equity interests of the Company at any point in time, plus (b) such additional shares of capital stock or other equity interests that would be issued and outstanding on a fully-diluted basis, assuming: (i) the conversion into capital stock (including without limitation, all Common Stock Equivalents) of all securities issued by the Company, or (ii) the exercise of all options, warrants or other rights entitling any holder to purchase shares of capital stock or other equity interests of the Company, but excluding any Common Stock issued upon exercise of this Warrant.

 

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Initial Public Offering ” means the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed under the Securities Act.

 

Person ” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

 

Preferred Stock ” means all series of the Company’s preferred stock, whether now existing or hereafter created, including, without limitation, Series A Preferred Stock.

 

Purchase and Recapitalization Agreement ” has the meaning set forth in the first paragraph of this Warrant.

 

Sale Transaction ” means (a) (i) the merger or consolidation of the Company into or with one or more Persons, (ii) the merger or consolidation of one or more Persons into or with the Company or (iii) a tender offer or other business combination if, in the case of (i), (ii) or (iii), the stockholders of the Company prior to such merger, consolidation, tender offer or other business combination do not retain at least a majority of the voting power of the surviving Person or (b) the voluntary sale, conveyance, exchange or transfer to another Person of (i) the voting Capital Stock of the Company if, after such sale, conveyance, exchange or transfer, the stockholders of the Company prior to such sale, conveyance, exchange or transfer do not retain at least a majority of the voting power of the Company (but excluding any bona fide financing of the Company) or (ii) all or substantially all of the assets of the Company.

 

Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

 

Series A Preferred Stock ” means the Series A Preferred Stock, par value $0.001 per share, of the Company.

 

Warrant ” has the meaning set forth in the first paragraph of this Warrant.

 

Warrant Percentage ” means 2.5% of the equity of the Company on a Fully Diluted Basis.

 

Warrant Share Number ” has the meaning set forth in Section 5.1 of this Warrant.

 

Warrant Shares ” means the greater of (i) 1,493,735 shares of Common Stock and (ii) a number of shares of Common Stock equal to the Warrant Percentage, in each case subject to the adjustments set forth herein.

 

Warrantholder ” has the meaning set forth in the first paragraph of this Warrant.

 

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11. Miscellaneous .

 

11.1 Entire Agreement . This Warrant constitutes the entire agreement between the Company and the Warrantholder with respect to the subject matter of this Warrant and supersedes all prior agreements and understanding with respects to the subject matter of this Warrant.

 

11.2 Binding Effect; Benefits . This Warrant shall inure to the benefit of and shall be binding upon the Company and the Warrantholder and their respective permitted successors and assigns; provided , however , that the Company may not assign its obligations under this Warrant without the prior written consent of the Warrantholder. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any Person other than the Company and the Warrantholder, or their respective permitted successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant.

 

11.3 Headings . The headings in this Warrant are for convenience of reference only and shall not limit or otherwise affect the meaning of this Warrant.

 

11.4 Notices . All notices, demands and other communications provided for or permitted hereunder shall be made in accordance with the Purchase and Recapitalization Agreement.

 

11.5 Severability . Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the terms and provisions of this Warrant or affecting the validity or enforceability of any of the terms or provisions of this Warrant in any other jurisdiction.

 

11.6 Governing Law; Waiver of Jury Trial . This Warrant and the legal relations among the parties shall be governed by and construed in accordance with the laws of the State of New York without reference to the conflicts of laws principles thereof. Any dispute, controversy or claim arising out of or in connection with this Warrant or the breach, termination or invalidity thereof, may be brought in any state or federal court located in the Southern District of New York, and, by execution and delivery of this Warrant, each of the parties hereto accepts the exclusive jurisdiction of such court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant. Each of the parties hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Warrant or the transactions contemplated hereby or disputes relating thereto. Each of the parties (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Warrant by, among other things, the mutual waivers and certifications in this Section 11.6 .

 

11.7 No Rights or Liabilities as Stockholders . Nothing contained in this Warrant shall be determined as conferring upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any securities whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise.

 

11.8 Further Assurances . The Company agrees to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Warrant.

 

[Remainder of this page intentionally left blank]

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

 

  TEMPLE TURMERIC, INC.
     
  By:           
  Name:  
  Title:  

 

Agreed and acknowledged by:

 

DRBG HOLDCO, LLC  
   
By:             
Name: Christopher Akelman  
Title: President  
     
Dated:  July __, 2019  

 

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Exhibit A

 

EXERCISE FORM

 

(To be executed upon exercise of this Warrant)

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase the Warrant Shares and [herewith tenders payment for such shares to the order of the Company in the amount of $ [_______] ] [hereby exercises its Conversion Right] in accordance with the terms of this Warrant. The undersigned requests that a certificate for such [Warrant Shares] [that number of Warrant Shares to which the undersigned is entitled as calculated pursuant to Section 2.2 ] be registered in the name of the undersigned and that such certificates be delivered to the undersigned’s address below.

 

The undersigned represents that it is acquiring such shares for its own account for investment and not with a view to or for sale in connection with any distribution thereof (subject, however, to any requirement of law that the disposition thereof shall at all times be within its control).

 

Dated: [_______]

 

  Signature
     
     
    (Print Name)
     
     
    (Street Address)
     
     
    (City)           (State)           (Zip Code)

 

 

 

 

Exhibit 99.1

 

IMMEDIATE RELEASE

 

Natur International Acquires Controlling Interest in U.S.-based Temple Turmeric Beverages

 

Share Natur, a Eurasian functional product company, adds the wellness of turmeric-based

beverages offered by Temple, as platform for expanding their offering

 

Amsterdam, The Netherlands – July 31, 2019 - Natur International Corp., (OTCQB: NTRU) a “farm-to-functional” producer of natural and organic plant-based foods and beverages including full and broad spectrum CBD (cannabinoid) and terpene-blended consumer products, today announced the closing of a transaction to acquire the controlling interest in Temple Turmeric, Inc. from Dunn’s River Brands. Founded in 2009, Brooklyn, NY-based Temple Turmeric Beverages’ mission brings the highest quality turmeric to the world by pioneering the first turmeric-based ready to drink beverage line.

 

Temple Turmeric has driven consumer understanding and demand for turmeric as it has become more widely consumed throughout this decade. Most recently, the company added adaptogenic herbs and ancient superfood formulations to their original beverages.

 

Adam Litvack, President of Temple Turmeric, stated, “Temple is focused on today’s individual who is more determined to achieve the impossible, and we believe that our product is liquid vitality to fuel the power within an individual. Temple focuses on feeding a body with liquid vitality made with organic natural ingredients and adaptogens to keep a person rooted in vitality.”

 

Natur International Corp. plans to capitalize on the synergies of Temple’s strong presence in New York and Los Angeles, in addition to recently announced agreements that expand Temple’s distribution to an additional 1,750 outlets. Paul Bartley, CEO of Share Natur, added, “This is an excellent opportunity to participate in the vibrant U.S. health and wellness beverage space by anticipating the opportunity to expand our portfolio with these fine products in the E.U. and Chinese markets. Our company welcomes the Temple team and the launch of select European and U.S. products as a complement to our portfolio.”

 

About Temple Turmeric LLC

 

At Temple, we produce every product with self-optimization, performance and recovery in mind. We believe in total vitality and living in an optimized state, physically, spiritually and psychologically. No matter what walk of life you come from or where you aspire to go, you deserve to feel good, young and light.

 

Organic adaptogens are fundamental to our formulation philosophy, for thousands of years they have proven to reduce stress and fatigue while enhancing mood, immune function, libido, circulation and energy. With gratitude, we give you the world’s most delicious and powerful, handcrafted functional beverages. Visit the website at https://drinktemple.com/

 

 

 

 

About Natur International Corp.

 

Natur, founded in 2015 to market “farm-to-functional” natural and organic plant-based foods and beverages, expanded its product portfolio this past year to include full and broad spectrum CBD (cannabinoid) and terpene-blended consumer products. With the portfolio expansion, Natur is moving swiftly to place relevant consumer goods in multiple health and wellness categories including food and beverage, snacks, health and beauty, supplements, sports and animal care. Natur personalizes nutrition and strives to enhance one’s quality of life by utilizing the forces of nature.

 

Natur applies the most advanced and emerging hi-tech health methodologies as it markets nutritious, delicious and fresh-tasting products. By applying innovative technologies to the breeding of its plant sources, the extraction of its ingredients, and delicate shelf life extension, Natur ensures the peak of freshness, and supplies nutrient- dense products that are superior to competitors’ offerings. The company remains astute to relevant “snackification” trends and goes to market through Europe’s leading retailers, foodservice partners and online eCommerce subscription models. Visit the website at www.int.natur.eu.

 

Forward-Looking Statements

 

All statements in this release that are not based on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties, some of which are described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K, which can be found on the SEC’s website at www.sec.gov. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Contacts:

 

PCG Advisory Inc.

Jeff Ramson

+16468636893

jramson@pcgadvisory.com

Or

Laurens Felderhof

CMO, Natur

+31639262609

ir@natur.eu