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DSS Securities Inc., a United States corporation, company no. ________________ having its office at 200 Canal View Blvd, Suite 300, Rochester, NY 14623 (hereinafter referred to as “DSSS”)
LiquidValue Asset Management Pte Ltd, a Singapore corporation, company no. __________________ having its office at 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987. (hereinafter referred to as “LVAM”)
AMRE Asset Management Inc., a United States corporation, company no. ________________, having its office at 4800 Montgomery Lane Suite 210 Bethesda MD. (hereinafter referred to as “AAMI”)
American Medical REIT Inc., a United States corporation, company no. _____________________, having its office at 4800 Montgomery Lane Suite 210 Bethesda MD. (hereinafter referred to as “AMRE”)
(DSS, LVAM, AAMI and AMRE shall each be known as a “Party”, and collectively the “Parties”.)
LVAM currently holds all 1,000 issued ordinary shares outstanding of AAMI.
DSSS shall subscribe for the new issuance of 5,250 ordinary shares of AAMI at a consideration of USD 0.01 per share. The total consideration for this transaction shall be USD 52.50 in return for 52.5% shareholdings in AAMI (the “Subscription”). (AAMI will concurrently issue 2,500 new shares to LVAM and 1,250 to AMRE Tennessee, LLC) AAMI warrants that the shares are free and clear of encumbrances. The transfer of such shares shall be completed simultaneously when USD 52.5 0 has paid to the bank account of AAMI.
AMRE will issue a promissory note with a value of USD 800,000 which comes with detachable warrants (the “Note”)
DSSS agrees to subscribe for the Note (the “Loan”). The details of the Loan are described below.
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.
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
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.