Term Sheet, dated as of March 3, 2020, by and among DSS Securities, Inc., LiquidValue Asset Management Pte Ltd., AMRE Asset Management Inc. and American Medical REIT Inc

 

PARTIES

 

(DSS, LVAM, AAMI and AMRE shall each be known as a “Party”, and collectively the “Parties”.)

 

 

 

WHEREAS

 

 

 

 

 

 

Promissory Note

 

Amount: USD 800,000

Coupon Rate: 8.00% (Payable annually in arrears)

Tenure: 2 years

Transferable: Subject to approval from lender and borrower

Prepayment Right: AMRE shall be entitled to prepay the Loan in whole or in part, at any time and from time to time; provided, however, that AMRE shall give notice to DSSS of any such prepayment; and provided also, that any partial prepayment of the Loan shall be in denominations of not less than $10,000 per prepayment.

Option: DSSS has the option to lend AMRE up to an additional $800,000 (eight hundred thousand dollars) upon the same terms as this Note and with a grant of detachable warrants as outlined below. This option will be valid until the Note is fully paid.

 

Detachable Warrant

 

Number of Warrants: Original Loan Amount divided by the Warrant Exercise Price

Warrant Exercise Price: USD 5.00 or 50% of IPO Price (whichever lower)

Partial Exercise: Yes

Tenure: 4 years

Transferable: Yes

Warrant Exercise Price Adjustment: Should there be any corporate actions including but not limited to stock split or reverse stock split, the exercise price will be adjusted accordingly.

 

 

 

 

The Parties hereby represent and warrant that they have on behalf of their respective companies, the full legal rights and capacities to enter into this Term Sheet and to perform their respective obligations and that they are not in violation of any laws or any courts.

 

 

 

 

This Term Sheet and any amendments, if any, may be executed in counterparts (including by facsimile), each of which shall be an original with the same effect as if the signatures thereto and hereto were part of the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties.

 

 

 

For the Subscription exercise,

 

 

 

 

For the Subscription exercise,

 

In the event a Party (“Selling Party”) serves a selling notice in connection with an outsider offer (“Outsider Offer”) and if the remaining party (“Remaining Party”) wishes to sell his shares to the Outsider Party on the same terms and condition as contained in the Outsider Offer, then the Selling Party shall not be entitled to sell, transfer or otherwise dispose of the Offered Shares unless the Outsider Party purchases at the same time and on the same terms and condition all of the shares of the Remaining Party who so desires to sell.

 

 

 

 

Save for any disclosure, filing or report made to any government agency, regulatory body or exchange (including but not limited to the NYSE and SGX-ST), or disclosures made to accountants, advisors, legal counsel or consultants, each Party shall keep strictly confidential the negotiations relating to this transaction, the existence of this transaction and the contents of this Term Sheet and shall not disclose the name to any other person with the prior written consent of the other Parties.

 

  

 

 

This Term Sheet shall be legally binding and shall also be legally enforceable in accordance with its terms in any court of competent jurisdiction.

 

 

 

 

The Parties, if mutually agreeable and as soon as practicable and in any event, no later than three (3) months from date of signing of this Term Sheet, strive to obtain their respective directors and shareholders’ approvals; and relevant stock exchanges in which they are listed with, if required.

 

The Parties may elect not to enter into a Definitive Agreement, in which event, the terms and conditions in this Term Sheet shall prevail and have full effects as if a definitive agreement has been entered into.

 

 

 

 

Completion shall take place within thirty (30) days from the date of signing of this Term Sheet and subject to both DSSS and LVAM having obtained approvals from their respective boards of directors and shareholders; and relevant stock exchanges in which they are listed with if required for the transactions contemplated herein.

 

 

 

 

Each Party shall be responsible for its respective costs and expenses in relation to the preparation of this Term Sheet and Definitive Agreement, if any.

 

 

 

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to such state's choice of law provisions which would require the application of the law of any other jurisdiction.