Term Sheet, dated as of March 12, 2020, by and between Document Security Systems, Inc., DSS BioHealth Security Inc., Global BioMedical Pte Ltd and Impact BioMedical Inc

 

PARTIES

 

 

(hereinafter referred to as “DSS”)

 

(hereinafter referred to as “DBHS”)

 

(hereinafter referred to as “GBM”)

 

(hereinafter referred to as “IMPACT”)

 

(DSS, DBHS and GBM, and IMPACT shall each be known as a “Party”, and collectively the “Parties”.)

 

 

 

GBM

Owns 100% of Impact Biomedical Inc. (“IMPACT”)

Purchase Price: USD 50,000,000

 

Proposed Share Exchange Transaction (“Share Exchange”) Between DSS and IMPACT

 

In consideration of 100% of Impact, i.e. USD 50,000,000 (the “Consideration”, DSS will issue a combination of shares and perpetual convertible bond (PCB) as follows:

 

By way of issuing 14,500,000 shares at a price of USD 0.216 per share to GBM

 

By way of PCB at 0% coupon rate per annum.

 

Perpetual Convertible Bond

 

The 100% of IMPACT will be held under DBHS after the Share Exchange.

 

 

 

 

It is agreed by Parties that GBM will not convert the PCB into DSS Shares to the extent where at any one point in time, GBM owns more than 19.9% of DSS.

 

 

 

 

DSS will appoint Destum Partners (an independent third-party professional valuation firm) to conduct an updated valuation report for IMPACT.

 

The Parties agree that should the updated valuation report of IMPACT be higher than the agreed transaction value, GBM agrees to not increase the Consideration amount for IMPACT in the Share Exchange.

 

The Parties further agree that should the updated valuation report of IMPACT be lower than the agreed transaction value, GBM agrees to lower the Consideration amount for IMPACT accordingly and offer the same 87.16% discount given to DSS for the Share Exchange.

 

 

 

 

It is the intention of IMPACT to pursue a public offering either on the New York Stock Exchange (NYSE) or Nasdaq, after the Share Exchange transaction.

 

 

 

 

Upon the completion of the transaction, DBHS, which is a 100% owned subsidiary of DSS, will own 100% of IMPACT.

 

It is the intention of DBHS, upon the completion of the Share Exchange, to offer bonus of IMPACT shares to the shareholders of DSS (excluding the controlling shareholders of DSS and the chairman’s group of companies). The proposed bonus being, for every one (1) DSS share held, the shareholder will be entitled to a bonus of two (2) shares of IMPACT as determined at the record date of the filing. (“Bonus Shares”). (“Bonus Shares”)

 

 

 

DSS shall have the right to appoint the board of IMPACT.

 

 

 

 

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.

 

The Parties acknowledge that there may be fluctuations in the Share Price of DSS prior to the signing of this Term Sheet.

 

 

 

 

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.

 

 

 

 

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 three (3) months from the date of signing of this Term Sheet and subject to both DSS and GBM having obtained approvals from their respective 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 New York, without regard to such state's choice of law provisions which would require the application of the law of any other jurisdiction.

 

Title: Chief Executive Officer  For and on behalf of DSS Securities Inc.    

Title: Chief Executive Officer  For and on behalf of Global BioMedical Pte Ltd