Clause 1.01. Coming into right into a definitive materials settlement.
LLC (“Renaissance”) and
LLC (“Goodwill”), in addition to
Pursuant to the settlement settlement, the Firm has issued an older promissory word with a transferable safety to Leonite on the date
The events have settled the Firm’s obligations underneath the Bond, Securities Settlement, Assure and Endeavor Settlement, together with an excellent stability of 100 twenty three thousand 5 hundred
1. The Firm shall trigger the Firm to ship 62 million shares of frequent inventory (“Settlement Shares”) to Lionnet, in alternate for the Bond, in accordance with the next schedule with time being materials:
(a) 30,000,000 shares of frequent inventory instantly however in no occasion extra than three (3) enterprise days; (b) The rest of the shares of frequent inventory in 30 days. Supplied nevertheless, that if the issuance of such shares would end in useful possession by Leonite and its associates of greater than 4.99% of the excellent Widespread Shares, then such issuance shall be delayed till requested by Leonite. However the previous sentence, the constraints on conversion could also be waived up to a most of 9.99% by Leonite upon, at its election, not much less than 61 days' prior discover to Firm. Moreover, the provisions of the conversion limitation shall proceed to use till such 61st day, or such later date, as decided by Leonite, as could also be laid out in such discover of waiver.
2. Leonite has agreed that for a interval of three months after the Efficient Date, in respect of the Settled Shares, Leonite might be restricted to promoting, on every buying and selling day, larger than (i) 10% of the each day buying and selling quantity of the Firm’s odd shares; and (ii) 1,000,000 per day, topic to splits and changes, whichever is bigger. The quantity of the dropout for every calendar day should accrue primarily based on the quantity on the final earlier buying and selling day and can be eligible on the market on any subsequent day. Upon request, Leonite is required to offer each day commerce dates inside three (3) enterprise days following such request.
3. On preliminary issuance and subsequent issuance of settlement shares, the stability due might be deemed to be totally happy and Leonite will terminate any UCC filings and supply a customary satisfaction letter upon request.
The settlement settlement consists of the standard public releases, representations, warranties and undertakings by the events concerned.
The foregoing descriptions of the Settlement Settlement, Notes, and Securities Settlement are totally certified by reference to the Settlement Settlement, Notes and Securities Settlement, copies of that are offered herein as Displays 10.1, 10.2 and 10.3, respectively, and integrated herein by reference. .
Clause 3.02. Unrecorded gross sales for
The above disclosure in Part 1.01 of this current report is included in Type 8-Ok in reference to the Settlement Settlement by reference in Part 3.02. The Settlement Shares issued underneath the Settlement Settlement aren’t registered underneath the Securities Act of 1933, as amended (the “Securities Act”), and are issued pursuant to an exemption from the registration necessities set forth in Part 4(a)(2) of the Securities Act.
Clause 9.01. Monetary statements and exhibitions.
The displays included within the following exhibit catalog are offered as a part of this present report on Type 8-Ok.
Exhibit Description No. 10.1* Settlement and Trade Settlement, dated
October 20, 2022, as between the registrant, Renaissance Well being Publishing, LLC, Renown Well being LLC and Leonite Capital, LLC. 10.2* Senior Secured Convertible Promissory Be aware, dated March 16, 2021, as between the registrant Renaissance Well being Publishing, LLC, Renown Well being LLCand Leonite Capital, LLC. 10.3* Securities Buy Settlement, dated March 16, 2021, as between the registrant, Renaissance Well being Publishing, LLC, Renown Well being LLC and Leonite Capital, LLC. 104 Cowl Web page Interactive Knowledge File (embedded inside the Inline XBRL doc)
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