Exhibit 10.1
ASSIGNMENT AGREEMENT
This Assignment Agr
e
ement (this
"
Assignment Agreement
")
is entered into as of the 22nd
day
of
June,
2016,
between
and
among
RY
Capital Group
,
LLC
,
a New York limited
liability
company
(
the
"
Assignor"),
GHS
Investments,
LLC, a Nevada limited
liability company
(the
"
Assignee"
),
and Algae
Dynamics
Corp
.
, a
Canadian
corporation
(
the
"
Company
").
Capitalized
terms used
but
not defined herein
shall
have the meanings' ascribed
to
them in that
certain Equity Purchase Agreemen
t,
dated as of September
10
,
2015
(as it
may be amended in
accordance with
its tenns, the
"Equity Purchase Agre
e
ment"),
by
and
between the Assignor and the Company
.
BACKGROUND
WHEREAS
,
the Assig
n
or
wishes to transfer
and assign
to
the
Assignee all of the Assignor's
rights and
interests
in
and to
,
and obligations
under
,
the Equity
Purchase
Agreement, and
the Assignee wishes t
o
be the assignee and transferee
of such right
s,
interests and
obligations
;
and
WHEREAS, Section
10
.
3
of the Equity
Purchase
Agreement
prohibits
assignment
of the Equity Purchase Agreement
and
the parties'
obligations
thereunder,
and the Assignor and the Compan
y
desire to
provide
for
the assignment
provided herein
and
to have the
Assignee assume
the
obligations of the Assignor
under
the Equity Purchase Agreement
under
the terms
and
conditions
hereof
;
AGREEMENT
NOW
,
THEREFORE,
the
parties
hereto
,
intending to be
legally
bound
,
do hereby
agr
e
e a
s
follows
:
1.
Pem1itted Assignment to Assignee
.
Notwithstanding Section
10
.
3
o
f
the
Equ
i
ty
Purchase Agreement
,
subject
to the terms
and
conditions
hereof
,
the A
s
signor
may
assign
all of its right
,
title
and
interest in
t
he
Equity
Purchase
Agreement,
and
its
obligations thereunder
,
to
the
Assignee
.
Neither
this
Assignment Agreement nor
any
right
s
of the Ass
i
gnee
nor
the Company hereunder or under the Equity
Purchase
Ag
reem
ent
may
be
assigned
by
either
party
to any other person without
the
written consent of the other
.
2.
Assignment and Assumption
. The Assignor
hereby transfers
and assigns to the Assignee
,
and
the
Assignee
hereby
acquires
from
the
Assignor, all
of
the
Assignor
'
s
rights
,
and intere
s
ts
in
and
to
the Equity Purchase Agreement, of whatever
kind
or
nature
,
and
the Assignee
hereby
assumes and agrees to perform all obligations, duties
,
liabilities
and
commitments
of the
Assignor under the Equity Purchase Agreement,
of
whatever kind
o
r nature.
3.
Revision
of
Market Price
.
The
definition
of "Market
Price
"
in
Article
I of the
Equity Purchase Agreement
is
revised
as follows: "MARKET
PRICE"
shall
mean the
lowest closing
bid price for the ten
(
10)
Trading Days
immediately
preceding
the
Pu
t
Date
,
as
reported by Bloomberg LP
or other
recognized securities market information
service.
4.
.
Revision
of
Purchase Price
.
The
definition of "Purchase
Price
"
in
Article
I
of
the
Equity
Purchase Agreement is revised as follows: "PURCHASE PRICE"
shall
mean 80%
of
the Market Price
on
s
uch
date
on which
the Purchase Price is
calculated in accordance with
the terms and
conditions
of this Agreement.
5.
Definition
of Trading
Period
:
"TRADING
PERIOD"
shall
mean
the
ten
(1
0)
Trading
Days following
(
but not including
)
a
Put Date.
6.
Definition of VWAP
:
"VWAP"
shall mean
the
volume weighted
average
price
for
the
Common
Shares
during the relevant
period,
as reported by Bloomberg
LP or other
recognized securities market information
service.
7.
Revision
of
Section
2.2{c) of
the
Equity
Purchase
Agreement.
Section 2.2(c) of
the
Equity
Purchase Agreement
is
revised and
restated
in its
entirety
a
s
follows:
LIMITATIONS.
Unless
otherwise
agreed
by the parties
,
the Company
has th
e
right
to
deliver
a
single Put Notice to
the
Investor a
month
.
The
maximum amount
("Max
imum Amount
")
of
any Put
Notice,
unless
otherwise
agreed
b
y
the
parties, is the
lesser
of (i)
$75,000.00,
(ii) an
amount
equal
in
value to
4
.
99
%
of
the then outstanding
number
of shares
and
(ii)
100% of the aggregate dollar trading volume of the
Company's Common Shares for
the l
O
Trading
Days
immediately preceding
the
Put
Notice. The Company
may not deliver a Put
Notice
if it is not current in its filings
with
the
Securities and
Ex
change
Commission.
8.
True-Up
.
The
Equity
Purchase
Agreement is
amended
to add a
new
section
2S""as
follows:
Section
2.5 True-Up.
If the...VWAP during the Trading Period
for
a Put is le
ss
than
85
%
of
the
Market Price used in connection with such
Put, then the
Company shall issue such additional Common
Shares
as
may be necessary to adjust
the Purchase
Price
for
such Put to
equal
the
VWAP during the
Trading
Period
(a
"
True-
U
p
")
provided however,
that such True-Up shall apply only
to
Common Shares held by
the In
vesto
r
as of the
end of
the Trading Period.
If the
True
-
Up
conditions
apply,
the
Investor
shall certify
t
o
the
Company the number of Common Shares issued in the relevant Put held
at
the end
of
the Trading Period.
9.
Filings
with SEC
.
The
Company shall
promptly make such filings with the SEC as may be required
to
permit
the Assignee to assume the rights of the
Assignor
under the Equity Purchase Agreement,
including
without limitation the filing of a prospectus
supplement
under Rule 424
(
b)(3) to the
Company
'
s
prospectus
filed
on
March 4,
2016 (the "Pro
s
pectus")
identifying
the
As
s
ignee
as
a
selling
security holder.
The Assignee agrees to prom ptly provide such information
as
may be required under SEC rules with respect to it as is
required
to be disclosed in
such
a prospectus supplement
and
that
it
shall only sell
Common Shares in accordance with the Plan of Distribution provided in the Prospectus
.
10.
Release
. Subject to the terms and conditions of this Agreement and
for
and
in
consideration of the promises and
covenants
contained
herein, the Company and
the Assignor do
hereby remise, release, acquit
,
and forever
discharge each
other and
their members,
officers,
directors, employees
,
agents,
servants
,
representatives, lawyers
,
accountants,
successors
,
assigns
,
insurers and all other persons, firms
or
corporations
who can or may be liable, of and from any and all actions
,
causes of
action, claims
,
demands,
damages, costs
,
loss of services, covenants, contracts, agreements
,
judgments,
expense
s
and compensation whatsoever in law
or
in equity, and all known and unknown damages
of
whatsoever nature, whether past, present
or future,
and all results of such damages on account of or in any way growing
out
of
or resulting from
or relating
to the Equity Purchase
Agreement,
and any and all potential other claims and causes of
action
between the Parties
from
the beginning of time to the date of the execution of this Release.
11.
Effectiveness
.
This
Assignment
Agreement
shall
be effective as of the date
set
first
set forth above
.
12.
Governing
Law;
Binding
Effect
.
This
Assignment Agreement
shall
be governed by and construed
in
accordance with the laws of the State of
New
York applicable to contracts made and performed in
such
state
without
giving
effect
to
the choice of law principles
of such
state that would require or permit the application of the laws
of
another jurisdiction
.
13.
Counterparts
. This
Assignment
Agreement may be executed in one or more counterparts, including facsimile
counterparts,
each of which shall be deemed to be an
original
copy
of
this
Assignment Agreement, and all of which,
when
taken together,
shall
be deemed to constitute one and the
same
agreement. Delivery of such counterparts by
facsimile or
electronic mail
(in
PDF
or
.
tiff format)
shall
be deemed effective as manual delivery.
IN WITNESS WHEREOF, the parties have
executed
this
Assignment Agreement as
of the date first
set
forth
above.
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