Coretec Group Inc (CRTG)

[Quikshft]

Next week we're into June. The longer this drags out the more in focus this section of the exchange agreement becomes;

10.1. Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by mutual written agreement of the Company and Parent duly authorized by the Boards of Directors of the Company and Parent;

(b) by either the Company or Parent, if the other party (which, in the case of Company, shall mean Company or the Member) has breached any representation, warranty, covenant or agreement of such other party set forth in this Agreement and such breach has resulted or can reasonably be expected to result in a Material Adverse Effect on such other party or would prevent or materially delay the consummation of the Transactions;

(c) by any party, if all the conditions to the obligations of such party for Closing the Transactions shall not have been satisfied or waived on or before the Final Date (as defined below) other than as a result of a breach of this Agreement by the terminating party; or

(d) by any party, if a permanent injunction or other Order by any Federal or state court which would make illegal or otherwise restrain or prohibit the consummation of the Transactions shall have been issued and shall have become final and nonappealable;

As used herein, the “Final Date” shall be June 30, 2024.

10.2. Notice of Termination. Any termination of this Agreement under Section 10.1 above will be effective immediately upon by the delivery of written notice of the terminating party to the other parties hereto specifying with reasonable particularity the reason for such termination.

10.3. Effect of Termination. In the case of any termination of this Agreement as provided in this Section 9, this Agreement shall be of no further force and effect and nothing herein shall relieve any party from liability for any breach of this Agreement.

10.4. Termination and Rescission Option. So long as all parties hereto cooperate in good faith to take all actions necessary to effectuate the Mandatory Conversion Event, which by execution hereof all parties agree to do, in the event the Capitalization Adjustment is not completed by which date shall be automatically extended by sixty (60) days in the event Parent is actively proceeding with the SEC or any other applicable regulatory body to effectuate the Mandatory Conversion Event, at the sole option of the majority holders of the Exchange Consideration, this Agreement will be terminated and rescinded. Upon exercise of the option to terminate and rescind, the Members shall surrender for cancellation all Exchange Consideration and Parent shall surrender and return Membership Interests to the Member. All actions taken pursuant to this Agreement, including the appointment of officers and directors shall also become void, ab initio, and the Company and Parent shall cease to be a consolidated company.