Good morning Jake and everyone!
Did anyone else catch this in the 8k?
(b) First Equity Option:
(i) As an alternative to receiving the First Payment in cash, at Sellers' sole option, Buyer will issue to Sellers, pro rata in accordance with their respective percentages on Exhibit A, shares of Buyers' Series E Convertible Preferred Stock with rights and privileges set forth in the Certificate of Designation attached hereto as Exhibit D (the "Series E Stock") at a stated price of $5 USD per share (the "First Equity Option"). If Sellers elect to take the First Equity Option. Sellers agree to execute a Subscription Agreement in a form mutually agreed between the Buyers and Sellers.
(ii) If Sellers do not elect the First Equity Option, Sellers agrees to loan the proceeds of the cash portion of the First Payment to the Surviving Corporation (as defined in Section 2(a)), pursuant to a secured promissory note bearing interest at 6% per annum and a maturity date of March 31st, 2024 in a form mutually agreed between the Buyer and the Sellers, to: (A) pay off or reduce certain senior debt obligations owed by the Surviving Corporation and (B) pay certain outstanding and past due expenses of the Surviving Corporation, as further set forth in a schedule to be provided by Sellers and approved by Buyer at Closing (the "First Seller Laon")
My questions.
Did Everett take one for the team? (freed up 500k in Series E Shares)
Did we need this Shell to close this deal?
Is that we had to remove IST, so that INOQ has no material assets, liabilities or operations?
Does that mean the separation from IST could just be temporary to close this deal?
Will we see it go current and the shell status back soon?
Or will this all just happen in one foul swoop?
(b) "Agreed Shell Company" means an entity which (i) has no material assets, liabilities or operations; (ii) is current in its reporting obligations under the SEA of 1934, as amended; and (iii) is controlled by Buyer. Buyer shall provide customary representations and warranties regarding the Agreed Shell Company in the Agreement and Plan of Merger, including due organization, authorization blah blah.... read it yourself. lol
