Meso Numismatics Inc (MSSV)

[CrazyC]

This amendment to the 8-K has replaced the "Assumption" section and some verbiage in the "Miscellaneous" section. The original "Annex D" in the "Assumption" section remains as an option but a second option or "Annex E" has now been added in as number IV. Also, another stipulation was added in as number V:

Original:

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

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.

Amendment:

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

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.

IV. Notwithstanding the above, Assignee agrees to grant Assignor the option, within 120 days of execution of this herein Amendment, to receive the Preferred Shares bearing the same preferences as set out in Annex D of the Original Agreement, except that:

a. All outstanding shares of Series CC Convertible Preferred Stock, in the number set forth in Annex E, shall automatically convert two years from date of issuance (‘Automatic Conversion Date”); and

b. 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 8,000,000 and multiplying the result by 2.7 (Conversion Price”).

The form of Amendment to the Certificate of Designation of the Preferred Shares is set forth herein as Annex E. Assignee and Assignor undertake to enter into any other agreements and take any and all other actions as may be required to give effect to this herein Subsection 2 IV.

V. Grant registration rights to Assignor whereby Assignee undertakes to file a Registration Statement under the Securities Act to permit the distribution of the Preferred Shares (“Registrable Securities”), as permitted by Rule 415 under the Securities Act. The Registration Statement filed with the Commission pursuant to this Amendment shall be filed on Form S-1 or such other form of registration statement as is available to effect a registration of the Preferred Shares for the purposes of distribution and shall contain provisions and/or any plan of such distribution as required, pursuant to any method or combination of methods legally available to, and requested by, the Assignor. Assignee and Assignor undertake to enter into any other agreements and take any and all other actions as may be required to give effect to this herein Subsection 2V.