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): January 22, 2021

 

CONVERSION LABS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39785   76-0238453

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

800 Third Avenue, Suite 2800

New York, NY 10022

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

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))

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which

registered

Common Stock   CVLB   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. [  ]

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

LegalSimpli Software Restructuring Transaction

 

Effective January 22, 2021, Conversion Labs, Inc., a Delaware corporation (the “Company”), consummated a transaction to restructure the ownership of LegalSimpli Software, LLC, a Puerto Rico limited liability company (“LSS”), a majority-owned subsidiary of the Company (the “LSS Restructuring”). To affect the LSS Restructuring the Company’s wholly-owned subsidiary Conversion Labs PR LLC, a Puerto Rico limited liability company (“CVLB PR”) entered into a series of agreements as further described below.

 

Membership Interest Exchange Agreement

 

Effective January 22, 2021 (the “Effective Date”), in furtherance of the LSS Restructuring, CVLB PR entered into a Membership Interest Exchange Agreement with LSS, (the “Exchange Agreement”), pursuant to which, CVLB PR exchanged that certain a promissory note, dated May 8, 2019 with an outstanding balance of $375,823.17 (the “CVLBPR Note”), issued by LSS in favor of CVLB PR, for 37,531 newly issued membership interests of LSS (the “Exchange”). Upon consummation of the Exchange the CVLBPR Note was extinguished.

 

Membership Interest Purchase Agreements

 

On the Effective Date, in furtherance of the LSS Restructuring, CVLB PR entered into a Membership Interest Purchase Agreement with LSS, (the “CVLB PR MIPA”), pursuant to which CVLB PR purchased 12,000 membership interests of LSS for an aggregate purchase price of $300,000. The CVLB PR MIPA provides that the transaction may be completed in three (3) tranches with a purchase price of $100,000 per tranche to be made at the sole discretion of CVLB PR. Payment for the first tranche of $100,000 was made upon execution of the CVLB PR MIPA. Payments for the second and third tranches are due on the 60-day anniversary and the 120-day anniversary of the Effective Date.

 

Concurrently, in furtherance of the LSS Restructuring, CVLB PR entered into two Membership Interest Purchase Agreements (the “Founding Members MIPAs”) with two founding members of LSS (the “Founding Members”) whereby CVLB PR purchased from the Founding Members an aggregate of 2,183 membership interests of LSS for an aggregate purchase price of $225,000.

 

Following the consummation of the LSS Restructuring, CVLB PR increased its ownership of LSS from 51% to approximately 72%, with up to an additional 10.6% of LSS reserved for CVLB PR upon payment of the remaining tranches of the CVLB PR MIPA.

 

The foregoing provides only brief descriptions of the material terms of the LSS Restructuring, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the CVLB PR Exchange Agreement, the CVLB PR MIPA, and the Founding Members MIPA filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.

 

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1   Form of CVLB PR Exchange Agreement
10.2   Form of CVLB PR MIPA
10.3   Form of Founding Members MIPA

 

* filed herewith

 

 
 

 

SIGNATURES

 

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

 

  CONVERSION LABS INC..
     
Date: January 26, 2021 By: /s/ Justin Schreiber
  Name: Justin Schreiber
  Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 10.1

 

EXCHANGE AGREEMENT

 

THIS EXCHANGE AGREEMENT (the “Agreement”), is entered into on January __, 2021 by and between LegalSimpli Software, LLC, a Puerto Rico limited liability company (the “Company”) and Conversion Labs PR, LLC, a Puerto Rico limited liability company (the “Holder”).

 

WHEREAS, Holder is the legal and beneficial owner of that certain amended and restated promissory note dated May 8, 2019 (the “Note”) issued by the Company to the Holder with an outstanding balance of $375,823.17(the “Outstanding Balance”); and

 

WHEREAS, the Company desires to extinguish the Note, and

 

WHEREAS, the Holder is willing to accept, membership interests in the Company in the amount of 37,531 membership interests, equivalent to the Outstanding Balance (the “Membership Interests”), in full payment and satisfaction of the Note (the “Exchange”).

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Exchanges.

 

  (a) Closing. On the Closing Date (as set forth below), the Company shall issue to the Holder the Membership Interests.
     
  (b) Closing Procedures. The closing of the Exchange contemplated hereunder shall take place within 2 days of the date of execution hereof (the “Closing Date”) or such other date as mutually agreed by the parties hereto. On the Closing Date, the following shall take place:

 

  i. The Company shall deliver to the Holder a revised schedule of membership interest memorializing the Exchange.
     
  ii. The Company shall deliver to the Holder a resolution of the members of the Company authorizing and approving the Exchange.

 

  Promptly following confirmation of the occurrence of the steps described in 1.b.)i.) above, Holder shall surrender the Note to the Company.

 

2. Additional Documents. The Company agrees to take such further action (including, without limitation, action on the part of its counsel) and to execute and deliver, or cause to be executed and delivered, any and all other documents which are, in the opinion of the Holder or its counsel, necessary to carry out the terms and conditions of this Agreement.

 

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3. Effective Date and Counterpart Signature. This Agreement shall be effective as of the date first written above. This Agreement, and acceptance of same, may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by telex or by telecopy or telefax of a facsimile signature page shall be binding upon that party so confirming.
   
4. Representations and Warranties of the Holder.

 

  (a) Organization: Authority. The Holder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder, and the execution, delivery and performance by the Holder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Holder. This Agreement, when executed and delivered by the Holder, will constitute a valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.
     
  (b) Investment Experience. The Holder either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Exchange and make an informed decision to so invest, and has so evaluated the risks and merits of the Exchange.
     
  (c) Absence of General Solicitation. The Holder is not accepting the Exchange as a result of any advertisement, article, notice or other communication regarding the Membership Interests published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
     
  (d) No Conflicts: Advice. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Holder is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Holder is a party.
     
  (e) Consents. No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other Person is required on the part of the Holder for the valid authorization, execution, delivery and performance by the Holder of this Agreement and the consummation of the transactions contemplated hereby.

 

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5. Representations and Warranties of the Company.

 

  (a) Organization: Authority. The Company is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, and other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder, and the execution, delivery and performance by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Company. This Agreement, when executed and delivered by the Company, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.
     
  (b) No conflicts: Advice. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Company is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Assignee is a party.
     
  (c) Consents. No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other Person is required on the part of the Company for the valid authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.
     
  (d) No Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Company, threatened against the Company which could reasonably be expected in any manner to challenge or seek to prevent, alter or delay the transaction contemplated hereby.

 

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6. Governing Law: Submission to Jurisdiction. The Company and the Holder each irrevocably agrees that any dispute arising under, relating to, or in connection with, directly or indirectly, this Note or related to any matter which is the subject of or incidental to this Note (whether or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction and venue of the courts located in New York; provided, however, the Holder may, at the Holder’s sole option, elect to bring any action in any other jurisdiction. This provision is intended to be a “mandatory” forum selection clause and governed by and interpreted consistent with New York law. The Company and the Holder each hereby consents to the exclusive jurisdiction and venue of any territory or federal court having its situs in said jurisdiction, and each waives any objection based on forum non conveniens. The Company hereby waives personal service of any and all process and consent that all such service of process may be made by certified mail, return receipt requested, directed to the Company, as set forth herein in the manner provided by applicable statute, law, rule of court or otherwise. Except for the foregoing mandatory forum selection clause, all terms and provisions hereof and the rights and obligations of the Company and the Holder hereunder shall be governed, construed and interpreted in accordance with the laws of New York without reference to conflict of laws principles.
   
7. Amendments. No provision hereof may be waived or modified other than by an instrument in writing signed by both parties.
   
8. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

[remainder of page intentionally left blank; Signature Page to follow]

 

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

 

COMPANY:  
     
LEGALSIMPLI SOFTWARE, LLC,  
     
By:  
Name: Sean Fitzpatrick  
Title: President  
     
HOLDER:  
     
CONVERSION LABS PR LLC,  
     
By:    
Name: Justin Schreiber  
Title: President  

 

[Signature Page to Conversion Labs PR, LLC – LegalSimpli Software, LLC Exchange Agreement]

 

 

 

 

 

Exhibit 10.2

 

MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January ___, 2021 (the “Closing Date”), is made by and between by and between LegalSimpli Software, LLC, a Puerto Rico limited liability company with an address at 53 Calle Palmeras, Suite 802, San Juan, Puerto Rico 00901, as seller (the “Company”), and Conversion Labs PR, LLC, a Puerto Rico limited liability company with an address at 53 Calle Las Palmeras, Suite 802, San Juan, Puerto Rico 00901 (the “Buyer”).

 

W I T N E S S E T H:

 

WHEREAS, the Company has decided to issue 12,000 additional membership interests of the Company (the “Membership Interests”), pursuant to the written consent of the Members of the Company attached hereto as Exhibit A;

 

WHEREAS, the Company desires to sell and transfer each of the Membership Interests to Buyer, and Buyer desires to purchase each of the Membership Interests from the Company, free and clear of any liens, encumbrances, pledges, hypothecations, mortgages, indentures, assignments, security interests (including, without limitation, a preference, priority or other security agreement), transfer restrictions under any equity holder or similar agreement, arrangement, contract, commitment, understanding or obligation (whether written or oral), preferential arrangement of any kind or nature whatsoever, claims (pending or threatened), escrows, charges, options, lock-up arrangements, rights of first refusal, proxies, voting trusts, encumbrances or any other restrictions or limitations whatsoever (with the exception of those in favor of the Buyer, each a “Lien”), pursuant to the terms and conditions of this Agreement, and that this Agreement supersedes and replaces all prior oral and written understandings between them;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1. Purchase and Sale; Closing.

 

1.1 Purchase and Sale. Subject to the terms and conditions hereof and effective as of the Closing Date and upon receipt by the Company of the Purchase Price, the Company hereby irrevocably sells, assigns, transfers, conveys and delivers to Buyer, and Buyer accepts, all of the Company’s rights, title and interest in and to, and the benefits of, the Membership Interests for an aggregate purchase price equal to three hundred thousand and No/100 United States Dollars (US$300,000.00) (such aggregate amount, the “Purchase Price”) in equal tranches of $100,000 per tranche, representing a purchase of one-third (1/3) of the Membership Interests per tranche, based on the following schedule, to be hereafter purchased at the sole discretion of the Purchaser:

 

  $100,000 will be paid by Purchaser upon execution of this Agreement (the “Initial Purchase Price”);
  $100,000 will be paid on the 60-day anniversary of this Agreement;
  $100,000 will be wired on the 120-day anniversary of this Agreement.

 

 
 

 

1.2 Closing. Buyer shall pay the Initial Purchase Price for the Membership Interests to the Company in cash on or about the Closing Date. The parties hereto agree that the payment of the Purchase Price for the Membership Interests by Buyer to the Company shall be made by wire transfer of funds to the financial account of the Company or its designee. The Company’s current wire transfer instructions are provided in Schedule I attached hereto and incorporated by reference herein.

 

SECTION 2. Representations and Warranties of Buyer. In addition to the representations and warranties made by Buyer as set forth in the introductory paragraphs of this Agreement, and to induce the Company to enter into this Agreement, Buyer hereby represents and warrants to the Company, as of the Closing Date, the following:

 

2.1 Authorization of Agreement. Buyer has full right, power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out Buyer’s obligations hereunder. This Agreement, when executed and delivered by Buyer, and upon Buyer’s and the Company’s execution, will constitute a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.

 

2.2 No Conflicts; Advice. To the actual knowledge of the Buyer, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its organizational documents, or other similar governing instruments, or conflict with, violate, or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which Buyer is a party or its assets are bound.

 

2.3 Consents. No authorization, consent, approval or other order of, or declaration to or filing with, any Person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.

 

SECTION 3. Representations and Warranties of the Company. In addition to the representations and warranties made by the Company in the introductory paragraphs, and to induce Buyer to enter into this Agreement, the Company hereby represents and warrants to Buyer, as of the Closing Date, the following:

 

3.1 Authorization of Agreement. The Company has full right, power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out the Company’s obligations hereunder. This Agreement, when executed and delivered by the Company, and upon the Company’s and Buyer’s execution, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.

 

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3.2 Title to the Membership Interests. The Company is the legal, record and beneficial owner of each of the Membership Interests with good and marketable title thereto, and the Company has the absolute right to sell, assign, convey, transfer and deliver each of the Membership Interests and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Company to Buyer pursuant to this Agreement, free and clear of any and all Liens (other than Liens in favor of the Buyer). The purchase and sale of each of the Membership Interests as contemplated herein will (i) pass legal, good and marketable title to such Membership Interests to Buyer, free and clear of any and all Liens (other than Liens in favor of the Buyer), and (ii) convey, free and clear of any and all Liens (other than Liens in favor of the Buyer), any and all rights and benefits incident to the ownership of such Membership Interests.

 

3.3 No Conflicts; Advice. To the actual knowledge of the Company, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Company is subject, or conflict with, violate, or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Company is a party or his assets are bound.

 

3.4 Consents. To the actual knowledge of the Company, no authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or Person is required for the valid authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.

 

3.5 Sophisticated Seller. The Company is a sophisticated seller with respect to the Membership Interests, has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Membership Interests, and has independently and without reliance upon Buyer made its own analysis and decision to enter into this Agreement and sell the Membership Interests. The Company has been given the opportunity to obtain such information necessary to make an informed decision regarding the sale of the Membership Interests and for the Company to evaluate the merits and risks of the sale of the Membership Interests. The Company is not relying on any representation, warranty, covenant or statement made by Buyer or the Company in connection with the sale of the Membership Interests except as contained herein.

 

3.6 Acts or Conduct. The Company has not engaged in any act or conduct or omitted to take any action with respect to any Membership Interest that could adversely affect such Membership Interest.

 

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3.7 Unconditional and Absolute Transfer. The assignment and transfer of each Membership Interest shall be unconditional and absolute, and the Company shall not have (and does not reserve) any right, title or interest of any kind whatsoever in or to any part of such Membership Interest. The Company hereby forever waives and releases any and all rights, if any, that the Company might have, had or could have in connection to such Membership Interests.

 

SECTION 4. Survival of Representations and Warranties. All representations and warranties of Buyer and the Company shall survive the Closing Date and continue with full force and effect for a period of one (1) year after the date hereof. Buyer and the Company may rely upon this Agreement for the purpose of assuring its compliance with applicable law.

 

SECTION 5. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile (upon confirmation of receipt), or 72 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth in the preamble of this Agreement.

 

SECTION 6. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns, heirs, executors and legal representatives, as applicable.

 

SECTION 7. Expenses. Each party hereto shall pay the fees and expenses of any broker engaged by such party and of such party’s advisors, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, and shall hold the other parties hereto harmless against any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim for such fees and expenses.

 

SECTION 8. Attorneys’ Fees. In the event of a dispute between the parties hereto concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed promptly for the reasonably incurred attorneys’ fees and other costs and expenses by the other party(ies) to the dispute.

 

SECTION 9. Advice of Counsel. Each of the Buyer and the Company, and their respective stockholders, officers, agents, and representatives hereby acknowledges that (i) such party has been, and hereby is, advised to seek legal counsel and to review this Agreement with legal counsel of such party’s choice, and (ii) such party has sought such legal counsel, which such legal counsel has reviewed the Agreement, or hereby waives the right to do so.

 

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SECTION 10. Counterparts. This Agreement may be executed via facsimile in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

SECTION 11. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties hereto will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

SECTION 12. Entire Agreement. This Agreement represents the entire agreement of the parties hereto with respect to the matters contemplated hereby, and there are no written or oral representations, warranties, understandings or agreements except as expressly set forth herein.

 

SECTION 13. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.

 

SECTION 14. Further Assurances. The Buyer and the Company hereby agree and provide further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement.

 

SECTION 15. Governing Law. THE COMPANY AND PURCHASER IRREVOCABLY AGREE THAT ANY DISPUTE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR INCIDENTAL TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN NEW YORK. THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH NEW YORK LAW. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE COMPANY OR PURCHASER AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.

 

[signature page follows]

 

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IN WITNESS WHEREOF, the parties have caused this Membership Interest Purchase Agreement to be executed on and as of the first date above.

 

  LegalSimpli Software, LLC
     
  By:  
  Name:  
  Title:  
     
  Conversion Labs PR, LLC.
  as Buyer
     
  By:  
  Name: Justin Schreiber
  Title: President

 

 
 

 

SCHEDULE I

 

SELLER’S WIRE TRANSFER INSTRUCTIONS

 

Bank:

 

Account Name:

 

ABA Routing No.:

 

Account No.:

 

 
 

 

EXHIBIT A

 

Written Consent of Members of LegalSimpli Software, LLC

 

 

 

 

Exhibit 10.3

 

MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January ___, 2021 (the “Closing Date”), is made by and between by and between [____], as seller (the “Seller”), and Conversion Labs PR, LLC, a Puerto Rico limited liability company with an address at 53 Calle Las Palmeras, Suite 802, San Juan, Puerto Rico 00901 (the “Buyer”).

 

W I T N E S S E T H:

 

WHEREAS, Seller currently owns and holds all right, title, and interest in and to [___] membership interests of LegalSimpli Software, LLC, a Puerto Rico limited liability company with an address at 53 Calle Palmeras, Suite 802, San Juan, Puerto Rico 00901(the “Company”), representing ownership of [___]% of the Company;

 

WHEREAS, this sale is part of the liquidation of marital assets between [____], who both jointly owns and holds all right, title, and interest in and to [___] membership interests of the Company, representing a total of [___]% ownership of the Company, pursuant to a divorce decree entered in the [____] on [_____];

 

WHEREAS, Seller desires to sell and transfer [____] of the Membership Interests, representing [___]% ownership of the Company (the “Membership Interests”), to Buyer, and Buyer desires to purchase each of the Membership Interests from Seller, free and clear of any liens, encumbrances, pledges, hypothecations, mortgages, indentures, assignments, security interests (including, without limitation, a preference, priority or other security agreement), transfer restrictions under any equity holder or similar agreement, arrangement, contract, commitment, understanding or obligation (whether written or oral), preferential arrangement of any kind or nature whatsoever, claims (pending or threatened), escrows, charges, options, lock-up arrangements, rights of first refusal, proxies, voting trusts, encumbrances or any other restrictions or limitations whatsoever (with the exception of those in favor of the Buyer, each a “Lien”), pursuant to the terms and conditions of this Agreement, and that this Agreement supersedes and replaces all prior oral and written understandings between them;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1. Purchase and Sale; Closing.

 

1.1 Purchase and Sale. Subject to the terms and conditions hereof and effective as of the Closing Date and upon receipt by [______], the Seller’s designee (the “Designee”) of the Purchase Price, Seller hereby irrevocably sells, assigns, transfers, conveys and delivers to Buyer, and Buyer accepts, all of Seller’s rights, title and interest in and to, and the benefits of, the Membership Interests for an aggregate purchase price equal to [__________]United States Dollars and (US$_____) (such aggregate amount, the “Purchase Price”).

 

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1.2 Closing. Buyer shall pay the Purchase Price for the Membership Interests to the Designee in one (1) payment via cashier’s check, to be delivered in person upon Seller’s execution of this agreement at the following address (unless all parties agree to use a different address for the execution of this Agreement and delivery of the Purchase Price):

 

SECTION 2. Representations and Warranties of Buyer. In addition to the representations and warranties made by Buyer as set forth in the introductory paragraphs of this Agreement, and to induce Seller to enter into this Agreement, Buyer hereby represents and warrants to Seller, as of the Closing Date, the following:

 

2.1 Authorization of Agreement. Buyer has full right, power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out Buyer’s obligations hereunder. This Agreement, when executed and delivered by Buyer, and upon Buyer’s and Seller’s execution, will constitute a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.

 

2.2 No Conflicts; Advice. To the actual knowledge of the Buyer, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its organizational documents, or other similar governing instruments, or conflict with, violate, or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which Buyer is a party or its assets are bound.

 

2.3 Consents. No authorization, consent, approval or other order of, or declaration to or filing with, any Person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.

 

SECTION 3. Representations and Warranties of Seller. In addition to the representations and warranties made by Seller in the introductory paragraphs, and to induce Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer, as of the Closing Date, the following:

 

3.1 Authorization of Agreement. Seller has full right, power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out Seller’s obligations hereunder. This Agreement, when executed and delivered by Seller, and upon Seller’s and Buyer’s execution, will constitute a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.

 

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3.2 Title to the Membership Interests. Seller is the legal, record and beneficial owner of each of the Membership Interests with good and marketable title thereto, and Seller has the absolute right to sell, assign, convey, transfer and deliver each of the Membership Interests and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by Seller to Buyer pursuant to this Agreement, free and clear of any and all Liens (other than Liens in favor of the Buyer). The purchase and sale of each of the Membership Interests as contemplated herein will (i) pass legal, good and marketable title to such Membership Interests to Buyer, free and clear of any and all Liens (other than Liens in favor of the Buyer), and (ii) convey, free and clear of any and all Liens (other than Liens in favor of the Buyer), any and all rights and benefits incident to the ownership of such Membership Interests.

 

3.3 No Conflicts; Advice. To the actual knowledge of the Seller, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Seller is subject, or conflict with, violate, or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which Seller is a party or his assets are bound.

 

3.4 Consents. To the actual knowledge of the Seller, no authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or Person is required for the valid authorization, execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby.

 

3.5 Sophisticated Seller. Seller is a sophisticated seller with respect to the Membership Interests, has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Membership Interests, and has independently and without reliance upon Buyer made its own analysis and decision to enter into this Agreement and sell the Membership Interests. Seller has been given the opportunity to obtain such information necessary to make an informed decision regarding the sale of the Membership Interests and for Seller to evaluate the merits and risks of the sale of the Membership Interests. Seller is not relying on any representation, warranty, covenant or statement made by Buyer or the Company in connection with the sale of the Membership Interests except as contained herein. Seller is not in possession of any material non-public information concerning the Company.

 

3.6 Acts or Conduct. Seller has not engaged in any act or conduct or omitted to take any action with respect to any Membership Interest that could adversely affect such Membership Interest.

 

3.7 Unconditional and Absolute Transfer. The assignment and transfer of each Membership Interest shall be unconditional and absolute, and Seller shall not have (and does not reserve) any right, title or interest of any kind whatsoever in or to any part of such Membership Interest. Seller hereby forever waives and releases any and all rights, if any, that Seller might have, had or could have in connection to such Membership Interests.

 

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3.8 Hold Harmless and Indemnification Agreement. In connection with this Agreement, Seller has agreed to execute the Hold Harmless and Indemnification Agreement, in the form attached hereto as Exhibit A (the “Indemnification Agreement”) and will execute the Indemnification Agreement no later than at the time of Designee’s execution of the Indemnification Agreement.

 

SECTION 4. Survival of Representations and Warranties. All representations and warranties of Buyer and Seller shall survive the Closing Date and continue with full force and effect for a period of one (1) year after the date hereof. Buyer and Seller may rely upon this Agreement for the purpose of assuring its compliance with applicable law.

 

SECTION 5. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile (upon confirmation of receipt), or 72 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth in the preamble of this Agreement.

 

SECTION 6. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns, heirs, executors and legal representatives, as applicable.

 

SECTION 7. Expenses. Each party hereto shall pay the fees and expenses of any broker engaged by such party and of such party’s advisors, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, and shall hold the other parties hereto harmless against any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim for such fees and expenses.

 

SECTION 8. Attorneys’ Fees. In the event of a dispute between the parties hereto concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed promptly for the reasonably incurred attorneys’ fees and other costs and expenses by the other party(ies) to the dispute.

 

SECTION 9. Advice of Counsel. Each of the Buyer and Seller, and their respective its stockholders, officers, agents, and representatives hereby acknowledges that (i) such party has been, and hereby is, advised to seek legal counsel and to review this Agreement with legal counsel of such party’s choice, and (ii) such party has sought such legal counsel, which such legal counsel has reviewed the Agreement, or hereby waives the right to do so.

 

SECTION 10. Counterparts. This Agreement may be executed via facsimile in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

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SECTION 11. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties hereto will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

SECTION 12. Entire Agreement. This Agreement represents the entire agreement of the parties hereto with respect to the matters contemplated hereby, and there are no written or oral representations, warranties, understandings or agreements except as expressly set forth herein.

 

SECTION 13. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.

 

SECTION 14. Further Assurances. The Buyer and Seller hereby agree and provide further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement.

 

SECTION 15. Governing Law. THE SELLERS AND PURCHASER IRREVOCABLY AGREE THAT ANY DISPUTE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR INCIDENTAL TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN NEW YORK. THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH NEW. YORK LAW. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE SELLERS OR PURCHASER AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.

 

[signature page follows]

 

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IN WITNESS WHEREOF, the parties have caused this Membership Interest Purchase Agreement to be executed on and as of the first date above.

 

  [______],
  as Seller
     
  By:  
     
  Conversion Labs PR, LLC
  as Buyer
     
  By:  
  Name: Justin Schreiber
  Title: President
     
  Acknowledged, Agreed and Accepted:
     
  [________],
  as Designee
     
  By:  

 

[signature page to Membership Interest Purchase Agreement]