And don’t feel bad for fertility clinic folk when they get crushed out of business as planned. They are being well compensated in the background.
Post-Closing Additional Payment Adjustment. Section 2.3.2 of the Asset Purchase Agreement is hereby amended by adding the following language immediately after the last sentence in such section:
The Parties acknowledge and agree that any INVO Parent Stock received as an Additional Payment on any Additional Payment Date shall be adjusted for any stock splits and combinations effectuated in INVO Parent Stock on or after the date hereof as follows: if INVO Parent at any time on or after the date hereof (A) subdivides (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of INVO Parent Stock into a greater number of shares, the amount of shares of INVO Parent Stock to be received as an Additional Payment on any Additional Payment Date will be proportionately increased and (B) combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of INVO Parent Stock into a smaller number of shares, the amount of shares of INVO Parent Stock to be received as an Additional Payment on any Additional Payment Date will be proportionately decreased. By way of example, if after the date hereof, INVO shall effectuate a 1-for-10 reverse stock split of the INVO Parent Stock whereby each ten (10) shares of INVO Parent Stock are converted into one (1) share of INVO Parent Stock, then the amount of shares of INVO Parent Stock issuable on any Additional Payment Date shall be proportionately reduced to reflect such
1-for-10 reverse stock split and accordingly the shares of INVO Parent Stock issuable on the first Additional Payment Date, the second Additional Payment Date and the third Additional Payment Date would be Eight Thousand (8,000) shares, Five Thousand Five Hundred (5,500) shares and Three Thousand Five Hundred (3,500) shares, respectively. This provision shall be applicable for the duration of the Term of the Asset Purchase Agreement.
AI
