Lans Holdings Inc (fka LAHO)

[dragon52]

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.