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): November 26, 2019

 

MESO NUMISMATICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-56010   88-049 91
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)     Identification No.)

 

433 Plaza Real Suite 275

Boca Raton, Florida

  33432
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 889-9509

 

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 ☐

 

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. ☐

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

  

 

 

 

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

On November 26, 2019, the Company and the holders of the Series AA collectively owning 1,000,000 Series AA shares (“AA Stockholders”) entered into a Repurchase Agreement (“Agreement”), whereby subject to the terms of the Agreement, at the Repurchase Closing (as defined in the Agreement), the Company shall repurchase and acquire from each of the AA Stockholders, the Series AA shares for an aggregate total purchase price equal to $160,000, half of which shall be paid to each of the AA Stockholders, in tranches according to the schedule set forth in the Agreement

 

The above description of the Agreement is filed as Exhibit 10.1 hereto and is incorporated in its entirety herein by this reference.

 

On November 27, 2019, Meso Numismatics Inc. (the “Company” or “MESO”) entered into an Assignment and Assumption Agreement (“Assignment “) with Global Stem Cells Group Inc. (“GSCG”) , a corporation duly formed under the laws of the State of Florida, Benito Novas (“BN” or “Shareholder”) and Lans Holdings Inc. a Nevada Corporation whose securities ceased to be registered as of September 18, 2019 (“LAHO”), whereby LAHO assigned all of its rights to , obligations and interest in, the Original LOI (as defined in the Assignment) it previously entered into with GSCG and BN.

 

The above description of the Assignment is filed as Exhibit 10.2 hereto and is incorporated in its entirety herein by this reference.

 

On November 27, 2019, the Company entered into a Binding Letter of Intent (“LOI”), with GSCG and BN (collectively the “Parties”), setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of GSCG, representing all of GSCG’s issued and outstanding shares of common stock and 100% ownership in GSCG (“GSCG Shares”), which GSCG Shares are all held by BN (the “Transaction”).

 

The LOI sets forth the terms of the Transaction as follows:

 

1. The Parties agree to enter into a definitive agreement for the consummation and closing of the Transaction within 150 days of the execution of the LOI.

 

2. Such definitive agreement will incorporate the Parties’ understandings with respect to the terms of the closing of the Transaction, among other things, the following:

 

(i) MESO shall receive all of the GSCG Shares from BN
(ii) In exchange for the GSCG Shares, MESO shall issue the following to BN:

 

a. 1,000,000 shares of Series AA (as defined in the LOI); and
b. 8,974 shares of Series DD (as defined in the LOI).

 

(iii) In addition, MESO shall pay an amount equal to $225,000 USD to GSCG which may be paid in multiple tranches with the total payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

The above description of the LOI is filed as Exhibit 10.3 hereto and is incorporated in its entirety herein by this reference.

  

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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 

To the extent required by Item 3.02 of Form 8-K, the information provided in response to Item 5.02 of this report is incorporated by reference into this Item 3.02.

 

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

 

Effective November 26, 2019, the Company, after having obtained requisite shareholder approval, filed an amendment to its Certificate of Designation with the Secretary of State of Nevada, increasing the authorized share capital and modifying certain rights and preferences of its Series AA Super Voting Preferred Stock (“Series AA”).

 

The above description of the amendment to the Company’s Certificate of Designation is filed as Exhibit 3.1 hereto and is incorporated herein in its entirety by this reference.

 

Effective November 26, 2019, the Company filed a Certificate of Designation for its Series CC Convertible Preferred Stock with the Secretary of State of Nevada designating 1,000 shares of its authorized preferred stock, par value $0.001, as Series CC Convertible Preferred Stock (“Series CC”). Such Series CC shall have the rights and preferences as set forth in the Certificate of Designation of the Series CC.

 

The above description of the Company’s Certificate of Designation is filed as Exhibit 3.2 hereto and is incorporated herein in its entirety by this reference.

 

Effective November 26, 2019, the Company filed a Certificate of Designation for its Series DD Convertible Preferred Stock with the Secretary of State of Nevada designating 10,000 shares of its authorized preferred stock, par value $0.001, as Series DD Convertible Preferred Stock (“Series DD”). Such Series DD shall have the rights and preferences as set forth in the Certificate of Designation of the Series DD.

 

The above description of the Company’s Certificate of Designation is filed as Exhibit 3.3 hereto and is incorporated herein in its entirety by this reference.

 

To the extent required by Item 3.03 of Form 8-K, the information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.03.

 

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On November 27, 2019, and in connection with the execution of the Assignment and the LOI, the Company’s Board of Directors appointed Mr. David Christensen former director and CEO of LAHO, to serve as director and president of the Company and, as an inducement, issued to Mr. Christensen 50,000 shares of its Series AA in connection with said appointments (”Inducement”).

 

Mr. Christensen has over 25 years’ experience in strategy deployment including unique expertise in global supply chains, Point Of Sale, logistics, freight, distributions, inventories, service repairs, CRM, customer service and call center work. Additionally, his International team includes industry experts in engineering, IT hardware, ERP applications, security management, as well as marketing and PR. As a Black Belt, he uses the best tools from Lean/Six Sigma Principles of Strategy Deployment. He is a known expert for not only developing Strategic Business Objectives, but also for his methodology of Execution Excellence. His goal is to help companies surpass the competition by creating a Sustainable Competitive Advantage.

 

From 2005 to the present, Mr. Christensen owned and operated ETC Consulting Services based out of Scottsdale, Arizona. He has a BA in Organizational Communications from Brigham Young University in Provo, Utah.

 

Aside from that provided above, Mr. Christensen does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

 

There are no family relationships between our officers and/or directors. Other than the Inducement, Mr. Christensen has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.

 

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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

Effective November 26, 2019, the Company through its Board of Directors amended and restated its Bylaws (“Amended and Restated Bylaws”).

 

The above description of the Company’s Amended and Restated Bylaws is filed as Exhibit 3.4 hereto and is incorporated herein in its entirety by this reference.

 

To the extent required by Item 5.03 of Form 8-K, the information provided in response to Item 1.01 of this report is incorporated by reference into this Item 5.03.

 

To the extent required by Item 5.03 of Form 8-K, the information provided in response to Item 3.03 of this report is incorporated by reference into this Item 5.03.

 

ITEM 7.01. REGULATION FD DISCLOSURE.

 

On November 29, 2019, the Company issued a press release with respect to the transactions above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(c) Exhibits

 

Exhibit No.   Description
3.1   Amendment to Certificate of Designation of Series AA Preferred Stock.
3.2   Certificate of Designation of Series CC Preferred Stock.
3.3   Certificate of Designation of Series DD Preferred Stock.
3.4   Amended and Restated Bylaws
10.1   Repurchase Agreement entered into on November 26, 2019 by and between the Company, E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd.
10.2   Assignment and Assumption Agreement entered into on November 27, 2019 by and between the Company, Lans Holdings Inc., Global Stem Cells Group Inc. and Benito Novas.
10.3   Binding Letter of Intent entered into on November 27, 2019 by and between the Company, Global Stem Cells Group Inc. and Benito Novas.
99.1   Press Release issued by the Company.

 

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SIGNATURES

 

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

 

  Meso Numismatics Inc.
     
Date: November 27, 2019 By: /s/ Melvin Pereira
    Chief Executive Officer

 

 

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Exhibit 3.1

 

AMENDMENT TO CERTIFICATE OF DESIGNATIONS PREFERENCES AND
RIGHTS
 OF SERIES AA SUPER VOTING PREFERRED STOCK OF
MESO NUMISMATICS INC.
A NEVADA CORPORATION

 

The following changes shall be made to the Designation of Series AA Super Voting Preferred Stock. No others changes are being made.

 

1.The number of authorized shares of Series AA Super Voting Preferred Stock of Meso Numismatics Inc. (the “Corporation”), and (ii) providing for the designations, shall be increased to 1,050,000 shares.

 

2. Section 1 shall be replaced in its entirety and shall hence forth with read as follows:

 

All of the Holders of the Series AA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration. By way of illustration, if there are 10,000 shares of the Corporation’s common stock issued and outstanding at the time of a stockholder vote, the Holders of the Series AA Super Voting Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 20,300 shares, out of a total number of 30,300 shares voting. For the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all stockholder votes (i.e., the total shares eligible to vote on any and all stockholder matters) shall be deemed to include (a) the total common shares outstanding, (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series AA Super Voting Preferred Stock, if any, and (c) the voting rights attributable to the Series AA Super Voting Preferred Stock, as described herein, whether such Series AA Super Voting Preferred Stock Preferred Stock shares are voted or not.

 

3. Section 5 shall be replaced in its entirety and shall hence forth with read as follows:

 

Vote to Change the Terms of or Issuance of Series AA Super Voting Preferred Stock. The affirmative unanimous vote at a meeting duly called for such purpose, or written consent without a meeting, of all of the Holders of all of the then outstanding shares of Series AA Super Voting Preferred Stock shall be required for (i) any change to the Corporation’s Articles of Incorporation that would amend, alter, change or repeal any of the voting powers, preferences, limitations or relative rights of the Series AA Super Voting Preferred Stock, or (ii) any issuance of additional shares of Series AA Super Voting Preferred Stock.

 

 

Exhibit 3.2

 

CERTIFICATE OF DESIGNATIONS PREFERENCES AND RIGHTS OF SERIES CC

CONVERTIBLE PREFERRED STOCK OF MESO NUMISMATICS INC.

A NEVADA CORPORATION

 

I. DESIGNATION AND AMOUNT

 

There shall be a series of preferred stock designated as “Series CC Convertible Preferred Stock”, and the number of shares constituting such series shall be 1,000 par value $0.001. Such series is referred to herein as the “Series CC Convertible Preferred Stock”.

 

II. DIVIDENDS

 

The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends.

 

III. OPTIONAL REDEMPTION.

 

(a) At any time prior to November 22, 2022 (“Automatic Conversion Date “) the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock (“Optional Redemption”) at a price equal to $1,000 per share.

 

(b) Should the Corporation exercise the right of Optional Redemption it shall provide each holder of Preferred Stock with at least 20 days’ notice of any proposed optional redemption pursuant this Article III (an “Optional Redemption Notice”). Any optional redemption pursuant to this Article III shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (5) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding.

 

IV. CONVERSION

 

(a) The holder may, from time to time and at any time prior to the Automatic Conversion Date, convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1,000 and multiplying the result by 0.8 (Conversion Price”).

 

(b) Automatic Conversion. Notwithstanding the foregoing, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, on the Automatic Conversion Date.

 

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(c) Mechanics of Conversion. To convert the Series CC Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form provided by the Company and (ii) within three (3) business days surrender or cause to be surrendered to the Company the certificates representing the Series CC Convertible Preferred Stock being converted (the “Preferred Stock Certificates”) accompanied by duly executed stock powers and the original executed version of a notice of conversion. The date of the Company’s receipt of the notice of conversion shall be the “Conversion Date”.

 

(d) Conversion Disputes. In the case of any dispute with respect to a conversion, the Company shall promptly issue such number of shares of common stock as are not disputed in accordance with the other provisions of this Article III. If such dispute involves the calculation of the Conversion Price, the Company shall submit the disputed calculations to an independent accounting firm, acceptable to holder, via facsimile within two (2) business days of receipt of the notice of conversion. The accounting firm shall audit the calculations and notify the Company and the holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accounting firm’s calculation shall be deemed conclusive, absent manifest error. The Company shall then issue the appropriate number of shares of common stock in accordance with this Article III.

 

(e) Timing of Conversion. No later than the third business day following the Conversion Date (the “Delivery Period”), provided that the Company has received prior to such date the Preferred Stock Certificates, the Company shall deliver to the holder (or at its direction) (x) that number of shares of common stock issuable upon conversion of the number of Series CC Convertible Preferred Stock being converted and (y) a certificate representing the number of Series CC Convertible Preferred Stock not being converted, if any. The person or persons entitled to receive shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares at the close of business on the Conversion Date and such shares shall be issued at such time, unless the notice of conversion is revoked as provided in Article III(e). The Delivery Period shall be extended until the business day following the date of delivery to the Company of the Preferred Stock Certificates to be converted.

 

(f) Revocation of notice of conversion. In addition to any other remedies which may be available to the holder, in the event the Company fails for any reason to effect delivery to the holder of certificates representing the shares of common stock receivable upon conversion of the Series CC Convertible Preferred Stock by the business day following the expiration of the Delivery Period, the holder may revoke the notice of conversion by delivering a notice to such effect to the Company. Upon receipt by the Company of such a revocation notice, the Company shall immediately return the subject Preferred Stock Certificates and other conversion documents, if any, delivered by holder, to the holder, and the Company and the holder shall each be restored to their respective positions held immediately prior to delivery of the notice of conversion.

 

(g) Stamp, Documentary and Other Similar Taxes. The Company shall pay all stamp, documentary, issuance and other similar taxes which may be imposed with respect to the issuance and delivery of the shares of common stock pursuant to conversion of the Series CC Convertible Preferred Stock; provided that the Company will not be obligated to pay stamp, transfer or other taxes resulting from the issuance of common stock to any person other than the registered holder of the Series CC Convertible Preferred Stock.

 

(h) No Fractional Shares. No fractional shares of common stock are to be issued upon the conversion of Series CC Convertible Preferred Stock, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Closing Bid Price on the Conversion Date of a share of common stock; provided that in the event that sufficient funds are not legally available for the payment of such cash adjustment any fractional shares of common stock shall be rounded up to the next whole number.

 

(i) Electronic Transmission. In lieu of delivering physical certificates representing the common stock issuable upon conversion, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (the “FAST Program”), upon request of a holder who shall have previously instructed such holder’s prime broker to confirm such request to the Company’s transfer agent and upon the holder’s compliance with Article III(b), the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the common stock issuable upon conversion to the holder by crediting the account of holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. Subject to the foregoing, the Company will use its commercially reasonable efforts to maintain the eligibility of its common stock for the FAST Program.

 

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V. RESERVATION OF AUTHORIZED SHARES OF COMMON STOCK

 

Subject to the provisions of this Article IV, the Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the Series CC Convertible Preferred Stock a sufficient number of shares of common stock to provide for the conversion of all outstanding Series CC Convertible Preferred Stock upon issuance of shares of common stock (the “Reserved Amount”). If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the “Authorization Trigger Date”) is less than one hundred seventy-five percent (175%) of the number of shares of common stock issuable on such trading days upon conversion of the outstanding Series CC Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof) then the Company shall immediately take all necessary action (including stockholder approval to authorize the issuance of aCCitional shares of common stock) to increase the Reserved Amount to two hundred percent (200%) of the number of shares of common stock issuable upon conversion of the outstanding Series CC Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof).

 

VI. FAILURE TO CONVERT

 

If, at any time, (x) the Conversion Date has occurred and the Company fails for any reason to deliver, on or prior to the second business day following the expiration of the Delivery Period for such conversion (said period of time being the “Extended Delivery Period”), such number of shares of common stock to which such holder is entitled upon such conversion, or (y) the Company provides notice (including by way of public announcement) to any holder at any time of its intention not to issue shares of common stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because such issuance would exceed such holder’s allocated portion of the Reserved Amount) (each of (x) and (y) being a “Conversion Default”), then the Company shall pay to the affected holder, in the case of a Conversion Default described in clause (x) above, and to all holders, in the case of a Conversion Default described in clause (y) above, an amount equal to 1% of the Face Amount of the Series CC Convertible Preferred Stock with respect to which the Conversion Default exists (which amount shall be deemed to be the aggregate Face Amount of all outstanding Series CC Convertible Preferred Stock in the case of a Conversion Default described in clause (y) above) for each day thereafter until the Cure Date. “Cure Date” means (i) with respect to a Conversion Default described in clause (x) of its definition, the date the Company effects the conversion of the portion of the Series CC Convertible Preferred Stock submitted for conversion and (ii) with respect to a Conversion Default described in clause (y) of its definition, the date the Company undertakes in writing to issue common stock in satisfaction of all conversions of Series CC Convertible Preferred Stock in accordance with the terms of this Certificate of Designation (provided that the Company thereafter so performs such obligations). The Company shall promptly provide each holder with notice of the occurrence of a Conversion Default with respect to any of the other holders.

 

VII. RANK

 

All shares of the Series CC Convertible Preferred Stock shall rank (i) prior to the common stock; and (ii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, on parity with the Series CC Convertible Preferred Stock (the “pari passu Securities”); and (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, senior to the Series CC Convertible Preferred Stock (the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The Liquidation Preference with respect to any pari passu Securities shall be as set forth in the Certificate of Designation filed in respect thereof.

 

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VIII. VOTING RIGHTS. Subject to Article IX below, no holder of the Series CC Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

 

IX. PROTECTION PROVISIONS So long as any Series CC Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of a majority of the holders: (a) alter or change the rights, preferences or privileges of the Series CC Convertible Preferred Stock; and/or (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series CC Convertible Preferred Stock.

 

X. MISCELLANEOUS

 

A. Lost or Stolen Certificates. Upon receipt by the Company of (x) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Series CC Convertible Preferred Stock Certificate(s), the Company shall execute and deliver new Series CC Convertible Preferred Stock Certificate(s) of like tenor and date. However, the Company shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Company to convert such Series CC Convertible Preferred Stock. Statements of Available Shares. Upon request, the Company shall deliver to the holder a written report notifying the holder of any occurrence which prohibits the Company from issuing common stock upon any such conversion. The report shall also specify (i) the total number of shares of common stock which are reserved for issuance upon conversion of the Series CC Convertible Preferred Stock as of the date of the request, and (ii) the total number of shares of common stock which may thereafter be issued by the Company upon conversion of the Series CC Convertible Preferred Stock before the Company would exceed the Reserved Amount. The Company shall, within five (5) days after delivery to the Company of a written request by any holder, provide all of the information enumerated in clauses (i) – (2) of this Article X(B) and, at the request of a holder, make public disclosure thereof.

 

 

 

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Exhibit 3.3

 

CERTIFICATE OF DESIGNATIONS PREFERENCES AND RIGHTS OF SERIES DD
CONVERTIBLE PREFERRED STOCK OF MESO NUMISMATICS INC.

A NEVADA CORPORATION

 

I. DESIGNATION AND AMOUNT

 

There shall be a series of preferred stock designated as “Series DD Convertible Preferred Stock”, and the number of shares constituting such series shall be 10,000 par value $0.001. Such series is referred to herein as the “Series DD Convertible Preferred Stock”.

 

II. DIVIDENDS

 

The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends.

 

III. CONVERSION

 

(a) Conversion. The holder may, at any time and from time to time convert its shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3.17 (Conversion Price”).

 

(b) Mechanics of Conversion. To convert the Series DD Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form provided by the Company and (ii) within three (3) business days surrender or cause to be surrendered to the Company the certificates representing the Series DD Convertible Preferred Stock being converted (the “Preferred Stock Certificates”) accompanied by duly executed stock powers and the original executed version of a notice of conversion. The date of the Company’s receipt of the notice of conversion shall be the “Conversion Date”.

 

(c) Conversion Disputes. In the case of any dispute with respect to a conversion, the Company shall promptly issue such number of shares of common stock as are not disputed in accordance with the other provisions of this Article III. If such dispute involves the calculation of the Conversion Price, the Company shall submit the disputed calculations to an independent accounting firm, acceptable to holder, via facsimile within two (2) business days of receipt of the notice of conversion. The accounting firm shall audit the calculations and notify the Company and the holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accounting firm’s calculation shall be deemed conclusive, absent manifest error. The Company shall then issue the appropriate number of shares of common stock in accordance with this Article III.

 

(d) Timing of Conversion. No later than the third business day following the Conversion Date (the “Delivery Period”), provided that the Company has received prior to such date the Preferred Stock Certificates, the Company shall deliver to the holder (or at its direction) (x) that number of shares of common stock issuable upon conversion of the number of Series DD Convertible Preferred Stock being converted and (y) a certificate representing the number of Series DD Convertible Preferred Stock not being converted, if any. The person or persons entitled to receive shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares at the close of business on the Conversion Date and such shares shall be issued at such time, unless the notice of conversion is revoked as provided in Section III(e). The Delivery Period shall be extended until the business day following the date of delivery to the Company of the Preferred Stock Certificates to be converted.

 

(e) Revocation of notice of conversion. In addition to any other remedies which may be available to the holder, in the event the Company fails for any reason to effect delivery to the holder of certificates representing the shares of common stock receivable upon conversion of the Series DD Convertible Preferred Stock by the business day following the expiration of the Delivery Period, the holder may revoke the notice of conversion by delivering a notice to such effect to the Company. Upon receipt by the Company of such a revocation notice, the Company shall immediately return the subject Preferred Stock Certificates and other conversion documents, if any, delivered by holder, to the holder, and the Company and the holder shall each be restored to their respective positions held immediately prior to delivery of the notice of conversion.

 

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(f) Stamp, Documentary and Other Similar Taxes. The Company shall pay all stamp, documentary, issuance and other similar taxes which may be imposed with respect to the issuance and delivery of the shares of common stock pursuant to conversion of the Series DD Convertible Preferred Stock; provided that the Company will not be obligated to pay stamp, transfer or other taxes resulting from the issuance of common stock to any person other than the registered holder of the Series DD Convertible Preferred Stock.

 

(g) No Fractional Shares. No fractional shares of common stock are to be issued upon the conversion of Series DD Convertible Preferred Stock, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Closing Bid Price on the Conversion Date of a share of common stock; provided that in the event that sufficient funds are not legally available for the payment of such cash adjustment any fractional shares of common stock shall be rounded up to the next whole number.

 

(h) Electronic Transmission. In lieu of delivering physical certificates representing the common stock issuable upon conversion, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (the “FAST Program”), upon request of a holder who shall have previously instructed such holder’s prime broker to confirm such request to the Company’s transfer agent and upon the holder’s compliance with Section III(b), the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the common stock issuable upon conversion to the holder by crediting the account of holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. Subject to the foregoing, the Company will use its commercially reasonable efforts to maintain the eligibility of its common stock for the FAST Program.

 

IV. RESERVATION OF AUTHORIZED SHARES OF COMMON STOCK

 

Subject to the provisions of this Article IV, the Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the Series DD Convertible Preferred Stock a sufficient number of shares of common stock to provide for the conversion of all outstanding Series DD Convertible Preferred Stock upon issuance of shares of common stock (the “Reserved Amount”). If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the “Authorization Trigger Date”) is less than one hundred seventy-five percent (175%) of the number of shares of common stock issuable on such trading days upon conversion of the outstanding Series DD Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof) then the Company shall immediately take all necessary action (including stockholder approval to authorize the issuance of additional shares of common stock) to increase the Reserved Amount to two hundred percent (200%) of the number of shares of common stock issuable upon conversion of the outstanding Series DD Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof).

 

V. FAILURE TO CONVERT

 

If, at any time, (x) the Conversion Date has occurred and the Company fails for any reason to deliver, on or prior to the second business day following the expiration of the Delivery Period for such conversion (said period of time being the “Extended Delivery Period”), such number of shares of common stock to which such holder is entitled upon such conversion, or (y) the Company provides notice (including by way of public announcement) to any holder at any time of its intention not to issue shares of common stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because such issuance would exceed such holder’s allocated portion of the Reserved Amount) (each of (x) and (y) being a “Conversion Default”), then the Company shall pay to the affected holder, in the case of a Conversion Default described in clause (x) above, and to all holders, in the case of a Conversion Default described in clause (y) above, an amount equal to 1% of the Face Amount of the Series DD Convertible Preferred Stock with respect to which the Conversion Default exists (which amount shall be deemed to be the aggregate Face Amount of all outstanding Series DD Convertible Preferred Stock in the case of a Conversion Default described in clause (y) above) for each day thereafter until the Cure Date. “Cure Date” means (i) with respect to a Conversion Default described in clause (x) of its definition, the date the Company effects the conversion of the portion of the Series DD Convertible Preferred Stock submitted for conversion and (ii) with respect to a Conversion Default described in clause (y) of its definition, the date the Company undertakes in writing to issue common stock in satisfaction of all conversions of Series DD Convertible Preferred Stock in accordance with the terms of this Certificate of Designation (provided that the Company thereafter so performs such obligations). The Company shall promptly provide each holder with notice of the occurrence of a Conversion Default with respect to any of the other holders.

 

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VI. REDEMPTION. The Series DD Convertible Preferred Stock may not be redeemed.

 

VII. RANK

 

All shares of the Series DD Convertible Preferred Stock shall rank (i) prior to the common stock; (ii) prior to any class or series of capital stock of the Company now outstanding or hereafter created (unless, with the consent of a majority of the holders obtained in accordance with Article IX hereof, such hereafter created class or series of capital stock specifically, by its terms, ranks senior to or pari passu with the Series DD Convertible Preferred Stock) (collectively, with the common stock, “Junior Securities”); and (iii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, on parity with the Series DD Convertible Preferred Stock (the “pari passu Securities”); and (iv) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, senior to the Series DD Convertible Preferred Stock (the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The Liquidation Preference with respect to any pari passu Securities shall be as set forth in the Certificate of Designation filed in respect thereof.

 

VIII. VOTING RIGHTS. Subject to Section IX below, no holder of the Series DD Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

 

IX. PROTECTION PROVISIONS So long as any Series DD Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of a majority of the holders: (a) alter or change the rights, preferences or privileges of the Series DD Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series DD Convertible Preferred Stock; (c) create any Senior Securities; (d) create any pari passu Securities; (e) increase the authorized number of shares of Series DD Convertible Preferred Stock; (f) do any act or thing not authorized or contemplated by this Certificate of Designation which would result in any taxation with respect to the Series DD Convertible Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time to time amended, (or otherwise suffer to exist any such taxation as a result thereof).

 

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X. MISCELLANEOUS

 

A. Lost or Stolen Certificates. Upon receipt by the Company of (x) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Series DD Convertible Preferred Stock Certificate(s), the Company shall execute and deliver new Series DD Convertible Preferred Stock Certificate(s) of like tenor and date. However, the Company shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Company to convert such Series DD Convertible Preferred Stock. Statements of Available Shares. Upon request, the Company shall deliver to the holder a written report notifying the holder of any occurrence which prohibits the Company from issuing common stock upon any such conversion. The report shall also specify (i) the total number of shares of common stock which are reserved for issuance upon conversion of the Series DD Convertible Preferred Stock as of the date of the request, and (ii) the total number of shares of common stock which may thereafter be issued by the Company upon conversion of the Series DD Convertible Preferred Stock before the Company would exceed the Reserved Amount. The Company shall, within five (5) days after delivery to the Company of a written request by any holder, provide all of the information enumerated in clauses (i) – (2) of this Section X(B) and, at the request of a holder, make public disclosure thereof.

 

 

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Exhibit 3.4

 

AMENDED AND RESTATED BYLAWS

 

of

 

MESO NUMISMATICS INC.

 

ARTICLE I

Offices

 

1.1 Registered Office and Registered Agent: The registered office of the corporation shall be the same as listed on the articles of incorporation and at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.

 

1.2 Other Offices: The Corporation may have other offices within or outside the State of incorporation at such place or places as the Board of Directors may from time to time determine.

 

ARTICLE 2

Shareholder’s Meetings

 

2.1 Meeting Place: All meetings of the shareholders shall be held the registered office of the corporation, or at such place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

 

2.2 Annual Meeting Time: The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held each year on December 15, at the hour of 1300, if not a legal holiday, and if a legal holiday, then on the day following, at the same hour, or January 31 of every year if no other meeting time is specifically appointed.

  

2.3 Annual Meeting - Order of Business: At the annual meeting of shareholders, the order of business shall be as follows:

 

(a) Calling of the meeting to order.

(b) Proof of notice of meeting (or filing of waiver).

(c) Reading of minutes of last annual meeting.

(d) Report of officers.

(e) Reports of committees.

(f) Election of directors.

(g) Miscellaneous business.

 

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2.4 Special Meetings: Special meetings of the shareholders for any purpose may be called at any time by the President, Board of Directors, or the holders of not less than a majority of all shares entitled to vote at the meeting.

 

2.5 Notice:

 

(a) Notice of the time and place of an annual meeting of shareholders shall be given by delivering personally or by mailing a written or printed notice of the same, at least ten days, and not more than fifty days, prior to the meeting, to each shareholder of record entitled to vote at such meeting.

 

(b) At least ten days and not more than fifty days prior to the meeting, written or printed notice of each special meeting, and the purpose or purposes for which the meeting is called, shall be delivered personally, or mailed to each shareholder of record entitled to vote at such meeting.

 

2.6 Voting Record: At least ten days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each, which record shall be kept on file at the registered office of the corporation for a period of ten days prior to the meeting. The records shall be kept open at the time and place of such meeting for the inspection of any shareholder.

 

2.7 Quorum: Except as otherwise required by law:

 

(a) A quorum at any annual or special meeting of shareholders shall consist of shareholders representing, either in person or by proxy, a majority of the outstanding capital stock of the corporation, entitled to vote at such meeting.

  

(b) The voters of a majority in interest of those present at any properly called meeting or adjourned meeting of shareholders at which a quorum as in this paragraph defined is present, shall be sufficient to transact business.

 

2.8 Closing of Transfer Books and Fixing Record Date: For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed fifty days nor be less than ten days preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date to be not more than fifty days, and, in case of a meeting of shareholders, not less than ten days prior to the (late on which the particular action requiring such determination of shareholders is to be taken.

 

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2.9 Proxies: A shareholder may vote either in person or by proxy executed in writing by the shareholder, or his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

 

2.10 Action by Shareholders Without a Meeting: Any action required or which may be taken at a meeting of shareholders of the corporation, may be taken at a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon were present and voted.

 

2.11 Waiver of Notice: A waiver of notice required to be given any shareholder, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.

  

ARTICLE 3

Stock

 

3.1 Certificates: Certificates of stock shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President, or a Vice President, and may be sealed with the seal of the corporation or a facsimile thereof The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of the transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer before the certificate is used, it may be issued by the corporation with the same effect as if the person were an officer on the date of issue.

 

3.2 Transfer: Transfers of stock shall be made only upon the stock transfer books of the corporation, kept at the registered office of the corporation or at its principal place of business, or at the office of its transfer agent or registrar; and before a new certificate is issued. The old certificate shall be surrendered for cancellation. The Board of Directors may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein.

 

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3.3 Registered Owner: Registered shareholders shall be treated by the corporation as the holders in fact of the stock standing in their respective names and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided below or by the laws of the State of incorporation. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:

 

(a) The classification of shareholder who may certify;

(b) The purpose or purposes for which the certification may be made;

(c) The form of certification and information to be contained therein;

(d) If the certification is with respect to a record date or closing of the stock transfer books, the date within which the certification must be received by the corporation; and

(e) Such other provisions with respect to the procedure as are deemed necessary or desirable.

 

Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

 

3.4 Mutilated, Lost, or Destroyed Certificates: In case of any mutilation, loss or destruction of any certificate of stock, another may be issued in its place on proof of such mutilation, loss or destruction. The Board of Directors may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the corporation in such sum as they might determine or establish such other procedures as they deem necessary.

 

3.5 Fractional Shares or Scrip: The Corporation may:

 

(a) Issue fractions of a share which shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation;

(b) Arrange for the disposition of fractional interests by those entitled thereto;

(c) Pay in cash the fair market value of fractions of a share as of the time when those entitled to receive such shares are determined; or

(d) Issue script in registered or bearer form which shall entitle the holder to receive a certificate for the full share upon surrender of such script aggregating a full share.

 

3.6 Shares of Another Corporation: Shares owned by the corporation in another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Board of Directors may determine or, in the absence of such determination, by the President of the Corporation.

 

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ARTICLE 4

Board of Directors

 

4.1 Numbers and Powers: The management of all the affairs, property and interest of the corporation shall be vested in the Board of Directors, consisting of not less than one (1) nor more than thirteen (13) as fixed from time to time by resolution of the Board of Directors. Directors shall be elected, and shall hold office until their successors are elected and qualified. Directors need not be shareholders or residents of the State of incorporation. In addition to the powers and authorities granted by these Bylaws, and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

  

4.2 Change of Number: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

 

4.3 Vacancies: All vacancies in the Board of Directors, whether caused by resignation, death or, otherwise, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

 

4.4 Removal of Directors: At a meeting of shareholders called expressly for that purpose, the entire Board of Directors, or any member thereof, may be removed by a vote of the holders of a majority of shares then entitled to vote at an election of such shareholders.

 

4.5 Regular Meetings: Regular meetings of the Board of Directors or any committee may be held without notice at the registered office of the corporation or at such place or places, either within or without the State of Washington, as the Board of Directors or such committee, as the case may be, may from time to time designate. The annual meeting of the Board of Directors shall be held without notice immediately after the adjournment of the annual meeting of shareholders.

 

4.6 Special Meetings: Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary or Treasurer.

 

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4.7 Notice of Meetings: Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors may preceded by at least two days’ notice of the date, time, and place of the meeting, but not of its purpose, unless the Articles of Incorporation of these Bylaws require otherwise. Notice may be given personally, by facsimile, by mail, or in any other manner allowed by law. Oral notification shall be sufficient only if a written record of such notice is included in the Corporation’s minute book. Notice shall be deemed effective at the earliest of. (a) receipt; (b) delivery to the proper address or telephone number of the directors as shown in the Corporation’s records; or (c) five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid. Notice of any meeting of the Board of Directors may be waived by any director at any time, by a signed writing, delivered to the Corporation for inclusion in the minutes, either before or after the meeting. Attendance or participation by a director at a meeting unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting.

 

4.8 Quorum: A majority of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business.

 

4.9 Waiver of Notice: Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

 

4.10 Registering Dissent: A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

 

4.11 Executive and Other Committees: Standing or special committees may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by such Board. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors. It shall have and exercise all of the authority of the Board of Directors, except in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending sale, lease or exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than in the equal and regular course of business, recommending a voluntary dissolution or a revocation thereof, or amending the Bylaws. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

 

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4.12 Remuneration: No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors. A fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Member of standing or special committees may be allowed like compensation for attending committee meetings.

 

4.13 Loans: No loans shall be made by the corporation to the directors, unless first approved by the holders of two-thirds of the voting shares. No loans shall be made by the corporation secured by its’ own shares.

 

4.14 Action by Directors Without a Meeting: Any action required or which may be taken without a meeting of the directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

 

4.15 Action of Directors by Communications Equipment: Any action required or which may be taken at a meeting of directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

 

ARTICLE 5

Officers

 

5.1 Designations: The officers of the corporation shall be a President, one or more Vice-Presidents (one of more of whom may be Executive Vice-President), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate, who shall be elected for one year by the directors at their first meeting after the annual meeting of shareholders, and who shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary.

 

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5.2 The President: The president shall preside at all meetings of shareholders and directors, shall have general supervision of the affairs of the corporation, and shall perform all other duties as are incident to his office or are properly required of him by the Board of Directors.

 

5.3 Vice President: During absence or disability of the President, the Executive Vice-Presidents in the order designated by the Board of Directors, shall exercise all functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

 

5.4 Secretary and Assistant Secretaries: The Secretary shall issue notices for all meetings, except for notices for special meetings of shareholders and special meetings of the directors which are called by the requisite number of shareholders or directors, shall keep the minutes of all meetings, shall have charge of the seal and the corporate books, shall make such reports and perform other duties as are incident to his office, or are properly required of him by the Board of Directors. The Assistant Secretary, or Assistant Secretaries in the order designated by the Board of Directors, shall perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.

  

5.5 The Treasurer: The Treasurer shall have the custody of all moneys and securities of the corporation and shall keep regular books on account. He shall disburse funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial conditions to his office or that are properly required of him by the Board of Directors. The Assistant Treasurer, or Assistant Treasurers in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.

 

5.6 Delegation: In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.

 

5.7 Vacancies: Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

 

5.8 Other Officers: Directors may appoint such other officers and agents as they shall deem necessary or expedient with who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

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5.9 Loans: No loans shall be made by the corporation to any officer, unless first approved by the holders of two-thirds of the voting shares.

 

5.10 Term - Removal: The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

5.11 Bonds: The Board of Directors may, by resolution, require any and all of the officers to give bonds to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

 

5.12 Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

 

ARTICLE 6

Dividends and Finance

 

6.1 Dividends: Dividends may be declared by the Board of Directors and paid by the corporation out of the unreserved and unrestricted earned surplus of the corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the corporation, subject to the conditions and limitations imposed by the State of incorporation. The stock transfer books may be closed for the payment of dividends during such periods of not exceeding fifty days, as from time to time may be fixed by the Board of Directors. The Board of Directors, however, without closing the books of the corporation, may declare dividends payable only to holders of record at the close of business, on any business day not more than fifty days prior to the date on which the dividend is paid.

 

6.2 Reserves: Before making any distribution of earned surplus, there may be set aside out of the earned surplus of the corporation such sum or sums as the directors from time to time in their absolute discretion deem expedient dividends, or for maintaining any property of the corporation, or for any other purpose, and earned surplus of any year not set apart until otherwise disposed of by the Board of Directors.

 

6.3 Depositories: The moneys of the corporation shall be deposited in the name of the corporation in such bank or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.

 

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ARTICLE 7

Notices

 

Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his last known address in the records of the corporation, with postage thereon prepaid.

  

ARTICLE 8

Seal

 

The corporate seal of the corporation shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the corporation. The procurement of a corporate seal shall be discretionary only, and is not required.

 

ARTICLE 9

Books and Records

 

The corporation shall keep correct and complete books and record of accounts and shall keep minutes of the proceedings of its shareholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

 

ARTICLE 10

Special Corporate Acts

 

10.1 Execution of Written Instruments: Contracts, deeds, documents, and instruments shall be executed by the President alone unless the Board of Directors shall, in a particular situation, designate another procedure for their execution.

 

10.2 Signing of Checks or Notes: Checks, notes, drafts, and demands for money shall be signed by the officer or officers from time to time designated by the Board of Directors.

 

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10.3 Indemnification of Directors and Officers: The corporation shall indemnify any and all directors or officers or former directors or former officers or any person who may have served at its request as a director or officer of the corporation or of any other corporation in which it is a creditor, against expenses actually or necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding brought or threatened in which they, or any of them, are or might be made parties, or a party, by reason of being or having been directors or officers or a director or an officer of the corporation, or of such other corporation. This indemnification shall not apply, however, to matter as to which such director or officer or former director or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of other rights to which those indemnified may be entitled, under any law, bylaw, agreement, vote of shareholders, or otherwise.

 

ARTICLE 11

Amendments

 

11.1 The Board of Directors shall have the sole power to adopt, amend, or repeal these Bylaws as set forth in the Articles of Incorporation.

 

11.2 Emergency Bylaws: The Board of Directors may adopt emergency Bylaws, Bylaws: subject to repeal or change by action of the shareholders, which shall be operative during any emergency in the conduct of business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster.

 

 

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Exhibit 10.1

 

PREFERRED STOCK REPURCHASE AGREEMENT

 

This Preferred Stock Repurchase Agreement (this “Agreement”) dated as of November 26, 2019, among Meso Numismatics Inc. (“MESO” or the “Company”) on the one hand and E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd. on the other hand (each a “Preferred Stockholder” and collectively, the “Preferred Stockholders”).

 

WHEREAS, the Preferred Stockholders collectively own 1,000,000 shares (the “Preferred Shares”) of Series AA Super Voting Preferred Stock, par value $0.001 per share, of the Company (the “Series AA Preferred Stock”);

 

WHEREAS, the Preferred Stockholders desire to sell to the Company the Preferred Shares and the Company desires to repurchase the Preferred Shares; and

 

WHEREAS, on or about the date hereof, the Company is entering into that Assignment and Assumption Agreement by and among the Company, Lans Holdings Inc. and Global Stem Cells Group Inc. (the “Assignment”).

 

NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties and covenants contained herein, the parties hereby agree as follows:

 

1. Sale and Repurchase of the Shares. Subject to the terms of this Agreement, at the Repurchase Closing (as defined below), the Company shall repurchase and acquire from the Preferred Stockholders, and each of the Preferred Stockholders shall sell, assign, deliver and convey to the Company (the “Repurchase”), the Preferred Shares listed next to such Preferred Stockholder’s name on Annex A to this Agreement for an aggregate total purchase price equal to $160,000 (the “Repurchase Payment”), half of which shall be paid to each of the Preferred Stockholders, in tranches (“Repurchase Payment Tranches”) according to the schedule set forth in Annex B attached hereto (“Repurchase Payment Schedule”).

 

2. Escrow Agent. The Parties agree that for the purposes of this Agreement, MESO shall designate a party to act as escrow agent (“Escrow Agent’) for the duration of this Agreement.

 

3. Deliveries Within Thirty Days of Execution. Within 30 days following the execution of this Agreement or as soon as practicable thereafter, the parties hereto agree to deliver the following to the Escrow Agent to be placed in escrow pursuant to the terms of an escrow agreement. which shall be consistent with the terms of this Agreement (“Escrow Agreement”):

 

(a) Deliveries of each Preferred Stockholder:

 

i. Each Preferred Stockholder shall deliver or cause to be delivered to the Escrow Agent (a) a duly endorsed share certificate for the Preferred Shares (’Share Certificate”); (b) A duly executed assignment separate from certificate, in the form attached hereto as Annex C (the “Stock Assignment”); (c) this Agreement duly executed transferring the Preferred Shares free and clear of any lien, security interest or other encumbrance; and (d) an executed Escrow Agreement (collectively “Stockholder Deliveries”).

 

(b) Deliveries of MESO:

 

i. MESO shall deliver or cause to be delivered to the Escrow Agent (a) two copies of this Agreement, each duly executed; and (b) two copies of the Escrow Agreement, each duly executed (collectively “MESO Deliveries”).

 

(Stockholder Deliveries and MESO Deliveries collectively “Escrow Property”).

 

4. Deliveries During Escrow. For the Duration of this Agreement, the parties hereto agree that MESO shall deposit the Repurchase Payment Tranches pursuant to the Repurchase Payment Schedule, with the Escrow Agent. Such Repurchase Payment Tranches shall be wired by the Escrow Agent to each of the Preferred Stockholders pursuant to the terms of the Escrow Agreement.

 

5. Default in Payment. The parties hereto agree that MESO shall have a 30-day grace period to remedy any default or late payment of any of the Repurchase Payment tranches to be made pursuant to the Repurchase Payment Schedule (individually “Grace Period” and collectively “Grace Periods”). Notwithstanding the Grace Periods, the Repurchase Completion shall occur no later than the Global Closing (as defined in Section 7 herein below).

 

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6. Escrow. Pursuant to the terms of this Agreement and as shall be reflected in the Escrow Agreement, the parties hereto agree that the Escrow Property shall remain in escrow for the duration of this Agreement and shall only be released from escrow upon the occurrence of one of the following (“Escrow Release”):

 

(a) Upon the Escrow Agent receiving the Final Repurchase Payment Tranche from MESO defined in and pursuant to the Repurchase Payment Schedule, the Escrow Agent shall release the Preferred Stockholder Deliveries to MESO, and MESO Deliveries and the applicable portion of the Final Repurchase Payment Tranche to each of the Preferred Stockholders (“Repurchase Completion”); or

 

(b) Upon joint mutual written notice by MESO and each of the Preferred Stockholders of the termination of this Agreement to the Escrow Agent with Escrow Release instructions.

 

7. Repurchase Closing. The Closing of the Repurchase (the “Repurchase Closing”) shall occur concomitantly with the Repurchase Completion upon the Escrow Release pursuant to Section 6(a) herein above, which Repurchase Completion shall occur pursuant to the Repurchase Payment Schedule and in any event no later than the full consummation and closing of the transaction between MESO and Global Stem Cells Group Inc. (“Global Closing”).

 

8. Termination. This Agreement shall terminate following the Escrow Release pursuant to Section 6(a) or 6(b) above.

 

9. Representations and Warranties of each of the Preferred Stockholders. In accordance with the terms and conditions set forth in this Agreement, each of the Preferred Stockholders hereby warrants that from the execution of this Agreement and for the duration of this Agreement:

 

(a) Each of the Preferred Stockholders is the sole, legal and beneficial owner of the Preferred Shares;

 

(b) The Preferred Shares are validly issued, fully paid and nonassessable;

 

(c) Each of the Preferred Stockholders certifies that the Preferred Shares are and, shall, for the duration of this Agreement, remain free and clear of any lien, security interest or other encumbrance, other than under this Agreement;

 

(d) Each of the Preferred Stockholders is an insider of MESO and shall have filed all requisite forms to that effect;

 

(e) Each of the Preferred Stockholders has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by each of the Preferred Stockholders and to perform its obligations hereunder and to consummate the transactions contemplated hereby;

 

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(f) Each of the Preferred Stockholders has not and will not at any time:

 

I. Enter into any agreement which conflicts in any way with this Agreement;

 

II. Prevent in any way, any of the Preferred Shares from being escrowed pursuant to the Escrow Agreement;

 

III. Undertake or permit activities which will interfere with, diminish or compete with MESO’s rights under this Agreement and/or the Escrow Agreement including but not limited to attempt to sell, assign, pledge, dispose of or encumber any of the Preferred Shares at any time from the execution of this Agreement;

 

(g) There are no claims, litigation or other proceedings pending or threatened which could impair, limit, diminish or infringe upon MESO’s repurchase of the Preferred Shares; and

 

(h) The representations and warranties and statements of fact made by each of the Preferred Stockholders in this Agreement are, as applicable, accurate, correct, and complete and do not contain any untrue statements and information contained herein not false or misleading.

 

10. Representation and Covenants of MESO. MESO hereby represents and covenants to each of the Preferred Stockholders that:

 

(a) It has all requisite authority to execute and deliver this Agreement and any other document contemplated by this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby;

 

(b) For the duration of this Agreement, each of the Preferred Stockholders shall maintain the right to vote the Preferred Shares or any portion thereof held by each of the Preferred Stockholders, in any matters brought before and requiring a Stockholders vote.

 

11. Assignments, Successors and No-Third Party Rights. This Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors of the parties hereto. This Agreement is not assignable. Nothing expressed or referred to in this Agreement will be construed to give any party other than the parties hereto to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

 

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12. Tax Consequences. Each party hereto acknowledges and agrees that it has considered and has seeked counsel regarding all taxation implications related to this Agreement and shall abide by all applicable law in this regard.

 

13. Release. Release. Effective as of the Repurchase Closing with respect to the Preferred Shares, each Preferred Stockholder, on behalf of itself and its successors, assigns, representatives and any other person or entity claiming by, through, or under any of the foregoing, hereby unconditionally and irrevocably acquits, remises, discharges and forever releases the Company and its affiliates and representatives from any and all claims, demands, damages, judgments, causes of action, liabilities and obligations of every kind whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, arising out of or relating to each such Preferred Stockholder’s ownership of the Preferred Shares. Each Preferred Stockholder hereby agrees that any agreement pursuant to which such Preferred Stockholder obtained the Preferred Shares shall, effective as of the Repurchase Closing, be terminated in their entirety and no party thereto shall have any further rights, duties, liabilities or obligations in connection therewith or arising thereunder.

 

14. Miscellaneous.

 

(a) All of the terms and provisions of this Agreement will be binding upon MESO, each of the Preferred Stockholders and their respective successors.

 

(b) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the parties hereto. This Agreement may be amended only by a writing executed by each of the parties hereto on the subject matter hereof.

 

(c) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without giving effect to the principles of conflict of law.

 

(d) Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when received if personally delivered, sent by facsimile, or by established overnight courier to the addresses first stated above.

 

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(e) This Agreement may not be amended except by instrument in writing signed by each of the parties hereto.

 

(f) Each party hereto shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement.

 

(g) If any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

 

(h) This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Facsimile or electronic signatures of the undersigned Parties will have the same force and effect as original signatures.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

 

MESO NUMISMATICS INC.

 

/s/: Melvin Pereira  
BY: Melvin Pereira  

 

E-NETWORK DE COSTA RICA S.A.

 

/s/: Melvin Pereira  
BY: Melvin Pereira  

 

S & M CHUAH ENTERPRISES LTD.

 

/s/: Ken Chua  
BY: Ken Chua  

 

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ANNEX A

  

PREFFERED STOCKHOLDER   NUMBER OF SERIES AA SHARES HELD
E-Network de Costa Rica S.A.   500,000 Series AA Preferred Stock
S&M Chuah Enterprises Ltd.   500,000 Series AA Preferred Stock

 

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ANNEX B

 

Repurchase Payment Tranches   Repurchase Payment Tranche payable to each Preferred Stockholder     Repurchase Payment Tranche Deadline
First Repurchase Payment Tranche   $ 13,333     Within 30 calendar days of the signing of this Agreement and in any event no earlier than the execution of the Escrow Agreement
Second Repurchase Payment Tranche   $ 13,333     Within 30 calendar days of the First Repurchase Tranche
Third Repurchase Payment Tranche   $ 13,333     Within 30 calendar days of the Second Repurchase Tranche
Fourth Repurchase Payment Tranche   $ 13,333     Within 30 calendar days of the Third Repurchase Tranche
Fifth Repurchase Payment Tranche   $ 13,333     Within 30 calendar days of the Fourth Repurchase Tranche
Final Repurchase Payment Tranche   $ 13,335     Within 30 calendar days of the Fifth Repurchase Tranche

 

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ANNEX C

 

ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED, the undersigned, Preferred Stockholder, hereby sells, assigns and transfers unto Meso Numismatics Inc. (“MESO”) 500,000 shares of MESO’s Series AA Super Voting Preferred Stock held in such Preferred Stockholder’s name on the books of MESO and represented by Certificate Number  _____ herewith and does hereby irrevocably constitute and appoint___________, the Preferred Stockholder’s attorney-in-fact, to transfer such stock on the books of MESO with full power of substitution in the premises. 

 

Dated:___________________ 

 

  PREFERRED STOCKHOLDER
   
  By:                      
  Name: 

 

This Assignment Separate from Certificate was executed pursuant to the terms of the Preferred Stock Repurchase Agreement by and between MESO and the Preferred Stockholder dated_________.  

 

 

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Exhibit 10.2

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

This Assignment and Assumption Agreement is entered into as of November 27, 2019 (this “Agreement”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 801 Brickell, Miami, FL 33133 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its principal place of business at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor, Assignee, Global and BN individually a “Party” and together the “Parties).

 

WHEREAS, Assignor, BN and Global previously entered into a Binding Letter of Intent entered into on May 23, 2019 and an Amendment to the Binding Letter of Intent entered into on September 11, 2019, (“Collectively the “Original LOI”) attached hereto as Annex A;

 

WHEREAS, Assignor desires to assign all of its rights, interests and obligations under the Original LOI to Assignee as set forth herein, and Assignee wishes to assume such rights, interests and obligations, the whole pursuant to the terms of a new Binding Letter of Intent simultaneously entered into with the execution of this Agreement, by and between Assignee, Global and BN (“New LOI”), attached hereto as Annex B;

 

WHEREAS Assignor, Global and BN agree that upon execution of this Agreement, the Original LOI will hereby be null and void and replaced in its entirety by the New LOI;

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 

 

1. Assignment.

 

I. Assignor hereby assigns and conveys to Assignee for the benefit of Assignee, its successors and assigns, all of Assignor’s rights, title and interest in and to the Original LOI, the whole pursuant to and as set forth in the New LOI (“Assignment”).

 

II. Global and BN agree to such Assignment and agree to irrevocably be bound by all of the terms and conditions of the New LOI.

 

III. Each of Assignor, Global and BN further agrees that any breach of this herein Section 1 shall be deemed a material breach of this Agreement and shall result in irreparable damage to Assignee. In the event of any such breach, Assignee shall be entitled to specific performance and immediate injunctive or other equitable relief, without the necessity of posting a bond against Assignor, Global and/or BN, as applicable. Any such relief shall be in addition to and not in lieu of any other relief by way of monetary damages or any other remedy in equity or at law that Assignee shall have the right to pursue each of Assignor, Global and BN, as applicable and/or its respective affiliates and its respective officers, employees, agents, or other representatives.

 

 

 

 

2. Assumption. In consideration for the Assignment, Assignee shall:

 

I. Assume, undertake and agree to hereafter pay, perform and discharge in accordance with their terms any and all of the liabilities, obligations and commitments pursuant to the New LOI;

 

II. Assume, and undertake and agree to hereafter pay, perform and discharge in accordance with their terms any and all of the liabilities, obligations and commitments of Assignor relating to certain debt appearing on Assignor’s books, the whole as enumerated and set forth in Annex C attached herein (the “Assigned Debt”); and 

 

III. Issue to Assignor 1,000 shares of its Series CC Convertible Preferred Stock (“Preferred Shares”). Such Preferred Shares shall bear the preferences as set out herewith in Annex D. Such Preferred Shares when issued, shall be validly issued, fully paid and non-assessable, and free from all liens, claims and encumbrances with respect to the issue thereof and shall bear a restrictive legend if and as required pursuant to applicable securities law.

 

3. Release. Each of Assignor, Global and BN, agrees that upon the execution of this Agreement and the New LOI, each shall forever release each other from any and all obligations and liabilities under the Original LOI and each shall have no rights or claims one against the other under the Original LOI.

 

4. Representations and Warranties of Assignor.

 

I. Assignor represents and warrants to Assignee, Global and BN as of the execution of this Agreement, that:

 

a. It has full right, power and authority to enter into this Agreement, and to perform all of its obligations hereunder;

 

b. It has full power and authority to assign all of its rights, title and interests in the Original LOI and contained in this Agreement and to consummate the transactions contemplated herein, if and when applicable, without any further necessary or requisite approvals; and

  

c. No provision of law and no contract to which Assignor is a party prevents Assignor from performing any of the obligations hereunder.

 

II. No representation or warranty made by Assignor in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by Assignor or its representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished, to the best of Assignor’s knowledge and belief.

 

III. The foregoing representations and warranties are made by Assignor with the knowledge and expectation that Assignee, Global and BN are placing reliance thereon.

 

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5. Representations and Warranties of Assignee

 

I. Assignee represents and warrants to Assignor, Global and BN as of the execution of this Agreement, that:

 

a. It has full right, power and authority to enter into this Agreement, and to perform all of its obligations hereunder;

 

b. It has full power and authority to be assigned all of the rights, title and interests of the Assignor in the Original LOI and contained in this Agreement and to enter into the New LOI and consummate the transactions contemplated herein and, therein if and when applicable, without any further necessary or requisite approvals; and

  

c. No provision of law and no contract to which Assignee is a party prevents Assignee from performing any of the obligations hereunder.

 

II. No representation or warranty made by Assignee in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by Assignee or its representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished, to the best of Assignee’s knowledge and belief.

 

III. The foregoing representations and warranties are made by Assignee with the knowledge and expectation that Assignor, Global and BN are placing reliance thereon.

 

6. Representations and Warranties of each of Global and BN

 

I. Each of Global and BN represents and warrants to Assignor and Assignee as of the execution of this Agreement, that:

 

a. Each of Global and BN has full right, power and authority to enter into this Agreement, and to perform all of its obligations hereunder;

 

b. Each of Global and BN has full power and authority to agree to the assignment of all of the rights, title and interests of Assignor in the Original LOI to Assignee and contained in this Agreement, to enter into the New LOI and to consummate the transactions contemplated herein, and therein if and when applicable, without any further necessary or requisite approvals; and

  

c. No provision of law and no contract to which each of Global and BN is a party prevents Global and/or BN from performing any of the obligations hereunder.

 

II. No representation or warranty made by each of Global and BN in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by each of Global and BN or its representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished, to the best of each of Global’s and BN’s knowledge and belief.

 

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III. The foregoing representations and warranties are made by each of Global and BN with the knowledge and expectation that Assignor and Assignee are placing reliance thereon.

 

7. Indemnification.  

 

I. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of any breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees.

 

II. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense.  If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.

 

III. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

  

8. Miscellaneous.

 

I. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, shall confer on any person or entity other than the Parties, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, including any third party beneficiary rights. 

 

II. This Agreement including the recitals and all of the Annexes attached hereto, sets forth the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the Parties. This Agreement may be amended only by a writing executed by each of the Parties on the subject matter hereof.

 

III. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without giving effect to the principles of conflict of law.

 

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IV. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when received if personally delivered, sent by electronic means to the address as shall have been communicated by each Party to the other Parties, or by established overnight courier to the addresses first stated above.

 

V. This Agreement may not be amended except by instrument in writing signed by each of the Parties.

 

VI. Each Party shall cooperate and take such action as may be reasonably requested by another Party in order to carry out the provisions and purposes of this Agreement.

 

VII. If any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

 

VIII. The recitals to this Agreement are incorporated herein by this reference and made a material part of this Agreement.

 

IX. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Facsimile or electronic signatures of the undersigned Parties will have the same force and effect as original signatures.

  

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Parties have executed and delivered this Assignment and Assumption Agreement as of the date first above written.

 

GLOBAL STEM CELLS GROUP INC.   MESO NUMISMATICS INC.
     
By: /s/: Benito Novas   By: /s/: Melvin Pereira
  Benito Novas, CEO     Melvin Pereira, CEO
     
BENITO NOVAS   LANS HOLDINGS INC.
     
/s/: Benito Novas   By: /s/: Trevor Allen
      Trevor Allen, CEO
     

  

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ANNEX A

 

BINDING LETTER OF INTENT

 

The present document is a Binding Letter of Intent (“Binding LOI”) between Lans Holding Inc., a Nevada corporation having its principle place of business at 801 Brickell, Miami, FL 33133(“Pubco), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in GSCG (“Transaction”) under the following terms and conditions:

 

1. Whereas, there are currently 50,000,000 (Fifty Million) shares of common stock, no par value, issued and outstanding in GSCG (“GSCG Common Stock”);

 

2. Whereas, BN is the lawful holder of 50,000,000 (Fifty Million) shares of GSCG Common Stock (“BN Shares”);

 

3. Whereas BN is the holder of all of the issued and outstanding shares of GSCG Common Stock, representing 100% ownership in GSCG (“GSCG Shares”).

 

4. Whereas Pubco wishes to purchase from the Shareholder and the Shareholder wish to sell to Pubco, all of the GSCG Shares.

 

5. The Parties agree that Pubco shall purchase from the Shareholder all of the GSCG Shares (the “Transaction”) for an aggregate amount of shares and cash, the whole as set out in Section 9b. below.

 

6. The Parties hereby acknowledge and agree that this Binding LOI and the execution of a Definitive Agreement is subject to and contingent upon Pubco having first declared itself satisfied with the results of its due diligence of GSCG (“Due Diligence Satisfaction”) within a period of 60 days from the date of the execution of this Binding LOI (“Due Diligence Satisfaction Deadline”).

 

7. Subject to and following Pubco’s Due Diligence Satisfaction, the Parties agree and undertake to enter into mutually agreeable definitive agreements (“Definitive Agreement”) and any other documents necessary for the closing of the Transaction (“Closing”), within 150 days of the execution of this Binding LOI. Such Closing shall occur at the time of the Execution of the Definitive Agreement or at such other date as is practicable following the execution of the Definitive Agreement.

 

8. The Parties further undertake that prior to the Closing, each of Pubco and GSCG shall have obtained all consents and approvals including, without limitation, board of director approval and shareholder consent, as are necessary for the approval of the Transaction, and the execution of all related documents including, without limitation, the Definitive Agreement.

 

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9. The Definitive Agreement will incorporate the Parties’ understandings with respect to the terms of the Transaction, among other things, the following:

 

a. Pubco shall receive all of the GSCG Shares from the Shareholder as follows:

 

I. Pubco shall receive all of the BN Shares from BN;

 

II. BN shall deliver to Pubco the respective certificates representing his respective GSCG Shares upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.

 

b. In exchange for the GSCG Shares, Pubco shall issue the following (“Payment Shares”):

 

I. BN shall receive:

 

a. 237,500 (two hundred and thirty seven thousand five hundred) shares of Series C (as defined in Section 10 herein below); and

 

b. 8,974 (eight thousand nine hundred and seventy four) shares of Series D (as defined in Section 10 herein below).

 

c. Pubco shall deliver the Payment Shares to BN upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

d. In addition, Pubco shall pay an amount equal to $300,000 USD (three hundred thousand dollars US) Payment to GSCG which may be paid in multiple tranches with the total Payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

e. Each of Pubco and GSCG shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed within the context of the Closing.

 

10. Pubco represents and warrants the following:

 

a. Other than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other authorized or issued classes or series of shares other than the following:

 

i. Common Stock, of which 242,288,273 shares were issued and outstanding as at October 17, 2017, the date of Pubco’s latest filing with the SEC;

 

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ii. Series C Preferred Stock (“Series C”) of which a total of 250,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing;

 

iii. Series D Preferred Stock (“Series D”) of which a total of 10,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing.

 

b. Pubco further warrants that other than any changes in authorized share capital of any class of shares, no other amendments shall be made to any of the rights and preferences of any classes of shares existing at the time of execution of this Binding LOI.

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI.

 

11. GSCG represents and warrants the following:

 

a. GSCG has no other authorized or issued classes or series of shares other than Common Stock, of which 50,000,000 shares are currently issued and outstanding.

 

b. No changes shall have been made to the share capital of GSCG at the time of the consummation of the contemplated Transaction and Section 11a. herein above shall hold true as of such consummation.

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI.

 

d. Each of GSCG and/or BN shall not intentionally take any action that may adversely affect the financial performance and/or financial situation of GSCG;

 

e. Shareholder further undertakes and warrants that he shall not:

 

i. sell, transfer, assign, offer, pledge, contract to sell, transfer or assign, sell any option or contract to purchase, purchase any option or contract to sell, transfer or assign, grant any option or right to purchase, or otherwise transfer, assign or dispose of, directly or indirectly, any of the assets of GSCG outside the normal scope of business and/or any portion of the GSCG Shares;

 

ii. enter into any swap or other arrangement that transfers or assigns to another person or entity, in whole or in part, any of the economic benefits, obligations or other consequences of any nature of ownership of any portion of the GSCG Shares;

 

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12. The Parties acknowledge that any breach by any of GSCG and/or the Shareholder of any of their respective obligations under of any of Sections 5,6,7,8,9,11, 13,16 and/or17 and/or any subsections therein (“Sections”), shall result in irreparable damage to Pubco. In the event of any such breach, Pubco shall be entitled to:

 

i. An initial penalty equal to $500,000 USD (five hundred thousand dollars US) to be paid by Shareholder and/or GSCG, in addition to specific performance and immediate injunctive and any and all other relief, by way of monetary damages or any other remedy in equity or at law against Shareholder and/or GSCG, its affiliates and their respective officers, employees, agents, or other representatives;

 

ii. A reimbursement of any amounts of Payment made to GSCG; and

 

iii. A reimbursement of any and all fees incurred by Pubco pursuant to Section 19 herein below.

 

13. Should Pubco declare itself unsatisfied, within the Due Diligence Satisfaction Deadline, with its Due Diligence, the Parties agree that the Binding LOI shall no longer be binding unto the Parties herein, save for Sections 14, 15, 16 and 17, which shall survive the termination of this Binding LOI.

 

14. Other than what appears in the public domain, the Parties understand and agree that this Binding LOI, the terms of the Transaction and the negotiations thereof and any other information relating to the contemplated transactions herein, are confidential and shall not be disclosed to any third party, without the express written consent of the Parties.

 

15. The Parties agree that Pubco shall bear the cost of all required fees associated with the contemplated Transaction, including but not limited to legal and accounting fees, regardless of whether or not the contemplated transactions herein is consummated.

 

16. The Parties agree that this Binding LOI shall be construed and governed by the laws of the State of Nevada. Subject to Section 21 herein below, the Parties hereby agree to submit the resolution of any disputes or controversies relating hereto to the Courts of the State of Nevada.

 

17. Notwithstanding the above, in the event of any disputes and/or controversies arising out of or relating to this Binding LOI and upon mutual written agreement by the Parties, the Parties shall submit any such disputes and/or controversies to binding arbitration in lieu of litigation, and upon any such submission, the Parties consent to the resolution thereof by such arbitration.

 

18. The Parties acknowledge the binding nature of this Binding LOI and agree to be bound by the terms of this Binding LOI. This Binding LOI may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

 

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS THEREOF, the Parties agree on the content of this Binding LOI and, as evidence thereof, have signed this Binding LOI on this 23rd day of May 2019.

 

GLOBAL STEM CELLS GROUP INC.   LANS HOLDING INC.
         
By: /s/: Benito Novas   By : /s/: Trevor Allen
  Benito Novas, CEO     Trevor Allen, CEO

 

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AMENDMENT TO BINDING LETTER OF INTENT

 

This present document is an Amendment (“Amendment”) to the Binding Letter of Intent dated May 23, 2019 (“Binding LOI”) and is being entered into by and between Lans Holdings Inc., a Nevada corporation having its principle place of business at 801 Brickell, Miami, FL 33133 (“Pubco), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred to herein as Parties or Party).

 

Whereas the Parties previously entered into the Binding LOI;

 

Whereas the Parties wish to amend the Binding LOI solely to extend its term;

 

Whereas to this end the Parties have agreed to enter into this Amendment, the terms of which are as follows:

 

1. The Parties agree to modify Section 7 of the Binding LOI and agree to undertake to enter into a Definitive Agreement (as defined in the Binding LOI) within 180 (one hundred and eighty) days of the signing of this Amendment, unless otherwise extended in writing by the Parties. Closing (as defined in the Binding LOI) shall occur at the time of the execution of the Definitive Agreement, or at such other date as is practicable following such execution.

 

2. The Binding LOI, as amended by this Amendment, remains in full force and effect and is hereby ratified and confirmed. Provisions of the Binding LOI that have not been amended or terminated by this Amendment remain in full force and effect, unamended.

 

3. The Parties expressly warrant and guarantee that they have obtained all necessary requisite approvals and that they have the authority to enter into this Amendment.

 

4. The Preamble to this Amendment is incorporated herein by this reference and made a material part of this Amendment.

 

5. The Parties acknowledge the binding nature of this Amendment and agree to be bound by its terms.

 

6. The Parties agree that this Amendment shall be construed and governed by the same choice of law as that of the Binding LOI.

 

7. This Amendment may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

 

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS THEREOF, the Parties agree on the content of this Binding LOI and, as evidence thereof, have signed this Amendment on this 11th day of September 2019.

 

GLOBAL STEM CELLS GROUP INC.   LANS HOLDINGS INC.
         
By: /s/: Benito Novas   By: /s/: Dave Christensen
  Benito Novas, CEO     Dave Christensen, CEO

 

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ANNEX B

 

BINDING LETTER OF INTENT

 

The present document is a Binding Letter of Intent (“Binding LOI”) between Meso Numismatics Group Inc., a Nevada corporation having its principle place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Pubco), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in GSCG (“Transaction”) under the following terms and conditions:

 

1. Whereas, there are currently 50,000,000 (Fifty Million) shares of common stock, no par value, issued and outstanding in GSCG (“GSCG Common Stock”);

 

2. Whereas, BN is the lawful holder of 50,000,000 (Fifty Million) shares of GSCG Common Stock (“BN Shares”);

 

3. Whereas BN is the holder of all of the issued and outstanding

shares of GSCG Common Stock, representing 100% ownership in GSCG (“GSCG Shares”).

 

4. Whereas Pubco wishes to purchase from the Shareholder and the Shareholder wish to sell to Pubco, all of the GSCG Shares.

 

5. The Parties agree that Pubco shall purchase from the Shareholder all of the GSCG

Shares (the “Transaction”) for an aggregate amount of shares and cash, the whole as set out in Section 9b. below.

6. The Parties agree that this Binding LOI is being entered into pursuant to an Assignment and Assumption Agreement entered into by and between the Parties on November 27, 2019 (“Assignment”).

 

7. The Parties agree and undertake to enter into mutually agreeable definitive agreements (“Definitive Agreement”) and any other documents necessary for the closing of the Transaction (“Closing”), within 150 days of the execution of this Binding LOI. Such Closing shall occur at the time of the Execution of the Definitive Agreement or at such other date as is practicable following the execution of the Definitive Agreement.

 

8. The Parties further undertake that prior to the Closing, each of Pubco and GSCG shall have obtained all consents and approvals including, without limitation, board of director approval and shareholder consent, as are necessary for the approval of the Transaction, and the execution of all related documents including, without limitation, the Definitive Agreement.

 

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9. The Definitive Agreement will incorporate the Parties’ understandings with respect to the terms of the Transaction, among other things, the following:

 

a. Pubco shall receive all of the GSCG Shares from the Shareholder as follows:

 

I. Pubco shall receive all of the BN Shares from BN;

 

II. BN shall deliver to Pubco the respective certificates representing his respective GSCG Shares upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.

 

b. In exchange for the GSCG Shares, Pubco shall issue the following (“Payment Shares”):

 

I. BN shall receive:

 

a. 1,000,000 (one million) shares of Series AA (as defined in Section 10 herein below); and

 

b. 8,974 (eight thousand nine hundred and seventy four) shares of Series DD (as defined in Section 10

herein below).

 

c. Pubco shall deliver the Payment Shares to BN upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

d. In addition, Pubco shall pay an amount equal to $225,000 USD (two hundred and twenty-five thousand dollars US) (“Payment”) to GSCG which may be paid in multiple tranches with the total Payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

e. GSCG shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed within the context of the Closing.

 

10. Pubco represents and warrants the following:

 

a. Other than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other authorized or issued classes or series of shares other than the following:

 

i. Common Stock, of which 5,336,177 shares were issued and outstanding as at November 15, 2019, the date of Pubco’s latest filing with the SEC;

 

ii. Series AA Super Voting Preferred Stock (“Series AA”), of which a total of 1,050,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding at Closing;

 

iii. Series BB Convertible Preferred Stock none of which shall be issued and outstanding at Closing;

 

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iv. Series CC Convertible Preferred Stock of which 1,000 shall be issued and outstanding at Closing.

 

v. Series DD Convertible Preferred Stock (“Series DD”), of which a total of 10,000 shares are authorized and all of which, including the Payment Shares shall be issued and outstanding at Closing.

 

b. Pubco further warrants that no changes shall be made to any of the rights and preferences of any of its series of its preferred stock existing at the time of execution of this Binding LOI.

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI.

 

11. GSCG represents and warrants the following:

 

a. GSCG has no other authorized or issued classes or series of shares other than Common Stock, of which 50,000,000 shares are currently issued and outstanding;

 

b. No changes shall have been made to the share capital of GSCG at the time of the consummation of the contemplated Transaction and Section 11a. herein above shall hold true as of such consummation;

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI;

 

d. Each of GSCG and/or BN shall not intentionally take any action that may adversely affect the financial performance and/or financial situation of GSCG;

 

e. Shareholder further undertakes and warrants that he shall not:

 

i. sell, transfer, assign, offer, pledge, contract to sell, transfer or assign, sell any option or contract to purchase, purchase any option or contract to sell, transfer or assign, grant any option or right to purchase, or otherwise transfer, assign or dispose of, directly or indirectly, any of the assets of GSCG outside the normal scope of business and/or any portion of the GSCG Shares;

 

ii. enter into any swap or other arrangement that transfers or assigns to another person or entity, in whole or in part, any of the economic benefits, obligations or other consequences of any nature of ownership of any portion of the GSCG Shares;

 

16

 

 

12. The Parties acknowledge that any breach by any of GSCG and/or the Shareholder of any of their respective obligations under of any of Sections 5,6,7,8,9,11,13,16 and/or 17 and/or any subsections therein (“Sections”), shall result in irreparable damage to Pubco. In the event of any such breach, Pubco shall be entitled to:

 

i. An initial penalty equal to $500,000 USD (five hundred thousand dollars US) to be paid by Shareholder and/or GSCG, in addition to specific performance and immediate injunctive and any and all other relief, by way of monetary damages or any other remedy in equity or at law against Shareholder and/or GSCG, its affiliates and their respective officers, employees, agents, or other representatives;

 

ii. A reimbursement of any amounts of Payment made to GSCG; and

 

iii. A reimbursement of any and all fees incurred by Pubco pursuant to Section 19 herein below.

 

13. The Parties agree that Sections 14, 15, 16, 17 and 18 shall survive any termination of this Binding LOI.

 

14. Other than what appears in the public domain, the Parties understand and agree that this Binding LOI, the terms of the Transaction and the negotiations thereof and any other information relating to the contemplated transactions herein, are confidential and shall not be disclosed to any third party, without the express written consent of the Parties.

 

15. The Parties agree that Pubco shall bear the cost of all required fees associated with the contemplated Transaction, including but not limited to legal and accounting fees, regardless of whether or not the contemplated transactions herein is consummated.

 

16. The Parties agree that this Binding LOI shall be construed and governed by the laws of the State of Nevada. Subject to Section 17 herein below, the Parties hereby agree to submit the resolution of any disputes or controversies relating hereto to the Courts of the State of Nevada.

 

17. Notwithstanding the above, in the event of any disputes and/or controversies arising out of or relating to this Binding LOI and upon mutual written agreement by the Parties, the Parties shall submit any such disputes and/or controversies to binding arbitration in lieu of litigation, and upon any such submission, the Parties consent to the resolution thereof by such arbitration.

 

18. Each of Shareholder and GSCG hereby warrants and Lans Holdings Inc. hereby acknowledges that this Binding LOI along with the Assignment represents the entire agreement between the Parties relating to the subject matter herein and that upon the execution this Binding LOI, any and all previous agreements including the binding letter of intent and amendment thereto, entered into by and between Lans Holdings Inc., Shareholder and GSCG, shall be null and void and of no further force and effect.

 

19. The Parties acknowledge the binding nature of this Binding LOI and agree to be bound by the terms of this Binding LOI. This Binding LOI may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

 

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS THEREOF, the Parties agree on the content of this Binding LOI and, as evidence thereof, have signed this Binding LOI on this 27th day of November, 2019.

 

GLOBAL STEM CELLS GROUP INC.   MESO NUMISMATICS INC.
     
By: /s/:   By: /s/
         Benito Novas, CEO   Melvin Pereira, CEO
                   
BENITO NOVAS                   
     
/s/:    
     
Acknowledged by:    
     
LANS HOLDINGS INC.    
     
By: /s/:    
      Trevor Allen, CEO    

  

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ANNEX C

 

Issue Date of Convertible Debenture   Maturity Date   Interest Rate     Principal Amount at Issuance  
December 12, 2016  (a) (1)(3)   December 12, 2017     10 %   $ 85,000  
December 15, 2016  (b) (1)(3)   September 15, 2017     12 %   $ 85,000  
June 15, 2018 (c) (1)(2)   June 15, 2021     15 %   $ 67,565  
June 15, 2018 (d) (1)(2)   June 15, 2021     15 %   $ 18,460  
June 15, 2018 (e) (1)(2)   June 15, 2021     15 %   $ 72,356  
June 15, 2018 (f) (1)(2)   June 15, 2021     15 %   $ 12,561  
June 15, 2018 (g) (1)(2)   June 15, 2021     15 %   $ 107,887  
June 15, 2018 (h) (1)(2)   June 15, 2021     15 %   $ 219,168  
June 15, 2018(i) (1)(2)   June 15, 2021     15 %   $ 25,000  
June 15, 2018(j) (1)(2)   June 15, 2021     15 %   $ 17,708  
June 15, 2018 (k) (1)(2)   June 15, 2021     15 %   $ 4,496  
May 16, 2019 (l) (1)(3)   May 16, 2020     15 %   $ 18,000  
June 28, 2019 (m) (1)(3)   June 28, 2020     15 %   $ 90,000  
July 15, 2019 (n) (1)(3)   July 15, 2020     15 %   $ 19,000  
August 2, 2019 (o) (1)(3)   August 2, 2020     15 %   $ 28,000  
September 17, 2019 (p) (1)(3)   September 17, 2020     15 %   $ 32,000  

 

(1) Default annual interest rate 24%
(2) 50% discount of lowest trading price with 20 day look back
(3) Default Conversion price lowest of $0.007 or 65% discount of lowest trading price with 25 day look back
(a) Adjusted principal post default $239,196
(b) Adjusted principal post default $291,930
(c) Adjusted principal post default $101,348
(d) Adjusted principal post default $27,690
(e) Adjusted principal post default $108,534
(f) Adjusted principal post default $18,842
(g) Adjusted principal post default $161,831
(h) Adjusted principal post default $328,752
(i) Adjusted principal post default $37,500
(j) Adjusted principal post default $26,562
(k) Adjusted principal post default $6,744
(l) Adjusted principal post default $83,000
(m) Adjusted principal post default $191,000
(n) Adjusted principal post default $84,500
(o) Adjusted principal post default $98,000
(p) Adjusted principal post default $92,000

 

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ANNEX D

 

CERTIFICATE OF DESIGNATIONS PREFERENCES AND
RIGHTS OF SERIES CC CONVERTIBLE PREFERRED STOCK OF
MESO NUMISMATICS INC.

A NEVADA CORPORATION

 

I. DESIGNATION AND AMOUNT

 

There shall be a series of preferred stock designated as “Series CC Convertible Preferred Stock”, and the number of shares constituting such series shall be 1,000 par value $0.001. Such series is referred to herein as the “Series CC Convertible Preferred Stock”.

 

II. DIVIDENDS

 

The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends.

 

III. OPTIONAL REDEMPTION.

 

(a) At any time prior to November 22, 2022 (“Automatic Conversion Date “) the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock (“Optional Redemption”) at a price equal to $1,000 per share.

 

(b) Should the Corporation exercise the right of Optional Redemption it shall provide each holder of Preferred Stock with at least 20 days’ notice of any proposed optional redemption pursuant this Article III (an “Optional Redemption Notice”). Any optional redemption pursuant to this Article III shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (5) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding.

 

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IV. CONVERSION

 

(a) The holder may, from time to time and at any time prior to the Automatic Conversion Date, convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1,000 and multiplying the result by 0.8 (Conversion Price”).

 

(b) Automatic Conversion. Notwithstanding the foregoing, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, on the Automatic Conversion Date.

 

(c) Mechanics of Conversion. To convert the Series CC Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form provided by the Company and (ii) within three (3) business days surrender or cause to be surrendered to the Company the certificates representing the Series CC Convertible Preferred Stock being converted (the “Preferred Stock Certificates”) accompanied by duly executed stock powers and the original executed version of a notice of conversion. The date of the Company’s receipt of the notice of conversion shall be the “Conversion Date”.

 

(d) Conversion Disputes. In the case of any dispute with respect to a conversion, the Company shall promptly issue such number of shares of common stock as are not disputed in accordance with the other provisions of this Article III. If such dispute involves the calculation of the Conversion Price, the Company shall submit the disputed calculations to an independent accounting firm, acceptable to holder, via facsimile within two (2) business days of receipt of the notice of conversion. The accounting firm shall audit the calculations and notify the Company and the holder of the results no later than two (2) business days from the date it receives the disputed calculations. The

accounting firm’s calculation shall be deemed conclusive, absent manifest error. The Company shall then issue the appropriate number of shares of common stock in accordance with this Article III.

 

(e) Timing of Conversion. No later than the third business day following the Conversion Date (the “Delivery Period”), provided that the Company has received prior to such date the Preferred Stock Certificates, the Company shall deliver to the holder (or at its direction) (x) that number of shares of common stock issuable upon conversion of the number of Series CC Convertible Preferred Stock being converted and (y) a certificate representing the number of Series CC Convertible Preferred Stock not being converted, if any. The person or persons entitled to receive shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares at the close of business on the Conversion Date and such shares shall be issued at such time, unless the notice of conversion is revoked as provided in Article III(e). The Delivery Period shall be extended until the business day following the date of delivery to the Company of the Preferred Stock Certificates to be converted.

 

(f) Revocation of notice of conversion. In addition to any other remedies which may be available to the holder, in the event the Company fails for any reason to effect delivery to the holder of certificates representing the shares of common stock receivable upon conversion of the Series CC Convertible Preferred Stock by the business day following the expiration of the Delivery Period, the holder may revoke the notice of conversion by delivering a notice to such effect to the Company. Upon receipt by the Company of such a revocation notice, the Company shall immediately return the subject Preferred Stock Certificates and other conversion documents, if any, delivered by holder, to the holder, and the Company and the holder shall each be restored to their respective positions held immediately prior to delivery of the notice of conversion.

 

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(g) Stamp, Documentary and Other Similar Taxes. The Company shall pay all stamp, documentary, issuance and other similar taxes which may be imposed with respect to the issuance and delivery of the shares of common stock pursuant to conversion of the Series CC Convertible Preferred Stock; provided that the Company will not be obligated to pay stamp, transfer or other taxes resulting from the issuance of common stock to any person other than the registered holder of the Series CC Convertible Preferred Stock.

 

(h) No Fractional Shares. No fractional shares of common stock are to be issued upon the conversion of Series CC Convertible Preferred Stock, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Closing Bid Price on the Conversion Date of a share of common stock; provided that in the event that sufficient funds are not legally available for the payment of such cash adjustment any fractional shares of common stock shall be rounded up to the next whole number.

 

(i) Electronic Transmission. In lieu of delivering physical certificates representing the common stock issuable upon conversion, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (the “FAST Program”), upon request of a holder who shall have previously instructed such holder’s prime broker to confirm such request to the Company’s transfer agent and upon the holder’s compliance with Article III(b), the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the common stock issuable upon conversion to the holder by crediting the account of holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. Subject to the foregoing, the Company will use its commercially reasonable efforts to maintain the eligibility of its common stock for the FAST Program.

 

V. RESERVATION OF AUTHORIZED SHARES OF COMMON STOCK

 

Subject to the provisions of this Article IV, the Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the Series CC Convertible Preferred Stock a sufficient number of shares of common stock to provide for the conversion of all outstanding Series CC Convertible Preferred Stock upon issuance of shares of common stock (the “Reserved Amount”). If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the “Authorization Trigger Date”) is less than one hundred seventy-five percent (175%) of the number of shares of common stock issuable on such trading days upon conversion of the outstanding Series CC Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof) then the Company shall immediately take all necessary action (including stockholder approval to authorize the issuance of aCCitional shares of common stock) to increase the Reserved Amount to two hundred percent (200%) of the number of shares of common stock issuable upon conversion of the outstanding Series CC Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof).

 

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VI. FAILURE TO CONVERT

 

If, at any time, (x) the Conversion Date has occurred and the Company fails for any reason to deliver, on or prior to the second business day following the expiration of the Delivery Period for such conversion (said period of time being the “Extended Delivery Period”), such number of shares of common stock to which such holder is entitled upon such conversion, or (y) the Company provides notice (including by way of public announcement) to any holder at any time of its intention not to issue shares of common stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because such issuance would exceed such holder’s allocated portion of the Reserved Amount) (each of (x) and (y) being a “Conversion Default”), then the Company shall pay to the affected holder, in the case of a Conversion Default described in clause (x) above, and to all holders, in the case of a Conversion Default described in clause (y) above, an amount equal to 1% of the Face Amount of the Series CC Convertible Preferred Stock with respect to which the Conversion Default exists (which amount shall be deemed to be the aggregate Face Amount of all outstanding Series CC Convertible Preferred Stock in the case of a Conversion Default described in clause (y) above) for each day thereafter until the Cure Date. “Cure Date” means (i) with respect to a Conversion Default described in clause (x) of its definition, the date the Company effects the conversion of the portion of the Series CC Convertible Preferred Stock submitted for conversion and (ii) with respect to a Conversion Default described in clause (y) of its definition, the date the Company undertakes in writing to issue common stock in satisfaction of all conversions of Series CC Convertible Preferred Stock in accordance with the terms of this Certificate of Designation (provided that the Company thereafter so performs such obligations). The Company shall promptly provide each holder with notice of the occurrence of a Conversion Default with respect to any of the other holders.

 

VII. RANK

 

All shares of the Series CC Convertible Preferred Stock shall rank (i) prior to the common stock; and (ii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, on parity with the Series CC Convertible Preferred Stock (the “pari passu Securities”); and (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, senior to the Series CC Convertible Preferred Stock (the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The Liquidation Preference with respect to any pari passu Securities shall be as set forth in the Certificate of Designation filed in respect thereof.

 

VIII. VOTING RIGHTS. Subject to Article IX below, no holder of the Series CC Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

 

IX. PROTECTION PROVISIONS So long as any Series CC Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of a majority of the holders: (a) alter or change the rights, preferences or privileges of the Series CC Convertible Preferred Stock; and/or (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series CC Convertible Preferred Stock.

 

X. MISCELLANEOUS

 

A. Lost or Stolen Certificates. Upon receipt by the Company of (x) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Series CC Convertible Preferred Stock Certificate(s), the Company shall execute and deliver new Series CC Convertible Preferred Stock Certificate(s) of like tenor and date. However, the Company shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Company to convert such Series CC Convertible Preferred Stock. Statements of Available Shares. Upon request, the Company shall deliver to the holder a written report notifying the holder of any occurrence which prohibits the Company from issuing common stock upon any such conversion. The report shall also specify (i) the total number of shares of common stock which are reserved for issuance upon conversion of the Series CC Convertible Preferred Stock as of the date of the request, and (ii) the total number of shares of common stock which may thereafter be issued by the Company upon conversion of the Series CC Convertible Preferred Stock before the Company would exceed the Reserved Amount. The Company shall, within five (5) days after delivery to the Company of a written request by any holder, provide all of the information enumerated in clauses (i) – (2) of this Article X(B) and, at the request of a holder, make public disclosure thereof.

 

 

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Exhibit 10.3

 

BINDING LETTER OF INTENT

 

The present document is a Binding Letter of Intent (“Binding LOI”) between Meso Numismatics Group Inc., a Nevada corporation having its principle place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Pubco), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in GSCG (“Transaction”) under the following terms and conditions:

 

1. Whereas, there are currently 50,000,000 (Fifty Million) shares of common stock, no par value, issued and outstanding in GSCG (“GSCG Common Stock”);

 

2. Whereas, BN is the lawful holder of 50,000,000 (Fifty Million) shares of GSCG Common Stock (“BN Shares”);

 

3. Whereas BN is the holder of all of the issued and outstanding shares of GSCG Common Stock, representing 100% ownership in GSCG (“GSCG Shares”).

 

4. Whereas Pubco wishes to purchase from the Shareholder and the Shareholder wish to sell to Pubco, all of the GSCG Shares.

 

5. The Parties agree that Pubco shall purchase from the Shareholder all of the GSCG Shares (the “Transaction”) for an aggregate amount of shares and cash, the whole as set out in Section 9b. below.

 

6. The Parties agree that this Binding LOI is being entered into pursuant to an Assignment and Assumption Agreement entered into by and between the Parties on November 27, 2019 (“Assignment”).

 

7. The Parties agree and undertake to enter into mutually agreeable definitive agreements (“Definitive Agreement”) and any other documents necessary for the closing of the Transaction (“Closing”), within 150 days of the execution of this Binding LOI. Such Closing shall occur at the time of the Execution of the Definitive Agreement or at such other date as is practicable following the execution of the Definitive Agreement.

 

8. The Parties further undertake that prior to the Closing, each of Pubco and GSCG shall have obtained all consents and approvals including, without limitation, board of director approval and shareholder consent, as are necessary for the approval of the Transaction, and the execution of all related documents including, without limitation, the Definitive Agreement.

 

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9. The Definitive Agreement will incorporate the Parties’ understandings with respect to the terms of the Transaction, among other things, the following:

 

a. Pubco shall receive all of the GSCG Shares from the Shareholder as follows:

 

I. Pubco shall receive all of the BN Shares from BN;

 

II. BN shall deliver to Pubco the respective certificates representing his respective GSCG Shares upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.

 

b. In exchange for the GSCG Shares, Pubco shall issue the following (“Payment Shares”):

 

I. BN shall receive:

 

a. 1,000,000 (one million) shares of Series AA (as defined in Section 10 herein below); and

 

b. 8,974 (eight thousand nine hundred and seventy four) shares of Series DD (as defined in Section 10 herein below).

 

c. Pubco shall deliver the Payment Shares to BN upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

d. In addition, Pubco shall pay an amount equal to $225,000 USD (two hundred and twenty-five thousand dollars US) (“Payment”) to GSCG which may be paid in multiple tranches with the total Payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

e. GSCG shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed within the context of the Closing.

 

10. Pubco represents and warrants the following:

 

a. Other than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other authorized or issued classes or series of shares other than the following:

 

i. Common Stock, of which 5,336,177 shares were issued and outstanding as at November 15, 2019, the date of Pubco’s latest filing with the SEC;

 

ii. Series AA Super Voting Preferred Stock (“Series AA”), of which a total of 1,050,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding at Closing;

 

iii. Series BB Convertible Preferred Stock none of which shall be issued and outstanding at Closing;

 

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iv. Series CC Convertible Preferred Stock of which 1,000 shall be issued and outstanding at Closing.

 

v. Series DD Convertible Preferred Stock (“Series DD”), of which a total of 10,000 shares are authorized and all of which, including the Payment Shares shall be issued and outstanding at Closing.

 

b. Pubco further warrants that no changes shall be made to any of the rights and preferences of any of its series of its preferred stock existing at the time of execution of this Binding LOI.

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI.

 

11. GSCG represents and warrants the following:

 

a. GSCG has no other authorized or issued classes or series of shares other than Common Stock, of which 50,000,000 shares are currently issued and outstanding;

 

b. No changes shall have been made to the share capital of GSCG at the time of the consummation of the contemplated Transaction and Section 11a. herein above shall hold true as of such consummation;

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI;

 

d. Each of GSCG and/or BN shall not intentionally take any action that may adversely affect the financial performance and/or financial situation of GSCG;

 

e. Shareholder further undertakes and warrants that he shall not:

 

i. sell, transfer, assign, offer, pledge, contract to sell, transfer or assign, sell any option or contract to purchase, purchase any option or contract to sell, transfer or assign, grant any option or right to purchase, or otherwise transfer, assign or dispose of, directly or indirectly, any of the assets of GSCG outside the normal scope of business and/or any portion of the GSCG Shares;

 

ii. enter into any swap or other arrangement that transfers or assigns to another person or entity, in whole or in part, any of the economic benefits, obligations or other consequences of any nature of ownership of any portion of the GSCG Shares;

 

12. The Parties acknowledge that any breach by any of GSCG and/or the Shareholder of any of their respective obligations under of any of Sections 5,6,7,8,9,11,13,16 and/or 17 and/or any subsections therein (“Sections”), shall result in irreparable damage to Pubco. In the event of any such breach, Pubco shall be entitled to:

 

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i. An initial penalty equal to $500,000 USD (five hundred thousand dollars US) to be paid by Shareholder and/or GSCG, in addition to specific performance and immediate injunctive and any and all other relief, by way of monetary damages or any other remedy in equity or at law against Shareholder and/or GSCG, its affiliates and their respective officers, employees, agents, or other representatives;

 

ii. A reimbursement of any amounts of Payment made to GSCG; and

 

iii. A reimbursement of any and all fees incurred by Pubco pursuant to Section 19 herein below.

 

13. The Parties agree that Sections 14, 15, 16, 17 and 18 shall survive any termination of this Binding LOI.

 

14. Other than what appears in the public domain, the Parties understand and agree that this Binding LOI, the terms of the Transaction and the negotiations thereof and any other information relating to the contemplated transactions herein, are confidential and shall not be disclosed to any third party, without the express written consent of the Parties.

 

15. The Parties agree that Pubco shall bear the cost of all required fees associated with the contemplated Transaction, including but not limited to legal and accounting fees, regardless of whether or not the contemplated transactions herein is consummated.

 

16. The Parties agree that this Binding LOI shall be construed and governed by the laws of the State of Nevada. Subject to Section 17 herein below, the Parties hereby agree to submit the resolution of any disputes or controversies relating hereto to the Courts of the State of Nevada.

 

17. Notwithstanding the above, in the event of any disputes and/or controversies arising out of or relating to this Binding LOI and upon mutual written agreement by the Parties, the Parties shall submit any such disputes and/or controversies to binding arbitration in lieu of litigation, and upon any such submission, the Parties consent to the resolution thereof by such arbitration.

 

18. Each of Shareholder and GSCG hereby warrants and Lans Holdings Inc. hereby acknowledges that this Binding LOI along with the Assignment represents the entire agreement between the Parties relating to the subject matter herein and that upon the execution this Binding LOI, any and all previous agreements including the binding letter of intent and amendment thereto, entered into by and between Lans Holdings Inc., Shareholder and GSCG, shall be null and void and of no further force and effect.

 

19. The Parties acknowledge the binding nature of this Binding LOI and agree to be bound by the terms of this Binding LOI. This Binding LOI may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

 

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS THEREOF, the Parties agree on the content of this Binding LOI and, as evidence thereof, have signed this Binding LOI on this 27th day of November, 2019.

 

GLOBAL STEM CELLS GROUP INC.   MESO NUMISMATICS INC.
         
By: /s/: Benito Novas   By : /s/: Melvin Pereira
  Benito Novas, CEO     Melvin Pereira, CEO

 

BENITO NOVAS    
     
/s/: Benito Novas    
     
Acknowledged by:    

 

LANS HOLDINGS INC.    
       
By : /s/: Trevor Allen    
  Trevor Allen, CEO    

 

 

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Exhibit 99.1

 

Meso Numismatics Enters Into Binding LOI With Global Stem Cells Group – Part Of Overall Transaction With Lans Holdings 

 

LAS VEGAS, NV, Nov. 29, 2019 (GLOBE NEWSWIRE) — via NEWMEDIAWIRE — Meso Numismatics, Inc. (“Meso Numismatics” or the “Company”) (MSSV), a technology and numismatic company specializing in the Meso Region, including Central America and the Caribbean, announced today that the Company has entered into a binding letter of intent to purchase Global Stem Cells Group Inc. (Global). Global is a premier stem cell company that specializes in cutting edge stem cell research, patient application and physician training. Global licenses its intellectual property and name to medical professionals around the world providing them with necessary equipment and medical supplies to perform stem cell treatments. Global has one of the largest member clinics in the world with 29 offices in more than 25 countries. The worldwide stem cell industry is a multi billion industry projected to have double digit annual growth rates over the next decade. For more information on Global Stem Cells Group please follow the link www.stemcellsgroup.com 

 

Please read this press release in conjunction with the Company’s corresponding 8K’s to be filed on www.sec.gov within the next two (2) business days. 

 

About Meso Numismatics, Inc.

 

Meso Numismatics is a numismatic company specializing in the Meso Region, including Central America and the Caribbean. The Company has become the main hub for rare, exquisite, and valuable inventory, not only from the Meso Region but also from around the world. Meso is the only Company in the Central American-Caribbean region that is an on-the-ground registered dealer with the Numismatic Guaranty Company (NGC) and the Paper Money Guaranty (PMG).

 

Meso Numismatics not only boasts a selection of rare inventory, but the Company also has a specialized App for banknote recognition, available on Google Play and the Apple App Store.

 

Meso Numismatics continues its partnership with eBay (https://www.ebay.com/str/mesonumismatics). The Company continues to partner with some of the largest auction houses in the world for the sale of the Company’s rarer inventory.

 

To view the Award-Winning PMG Set of Meso Numismatics, please visit www.mesopmgset.com.

 

For more information, please visit www.MesoNumismatics.com or call (800) 889-9509 for personalized customer service.

 

 

 

 

Forward-Looking Statements:

 

Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings.

 

Investor/Media Contact:

 

Meso Numismatics Customer Service
(800) 889-9509

info@mesocoins.com