Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 REGISTRATION STATEMENT - ULURU Inc. | forms-1_051115.htm |
| EX-5.1 - OPINION OF PARR, BROWN, GEE & LOVELESS, PC - ULURU Inc. | ex_5-1.htm |
| EX-23.1 - CONSENT OF LANE GORMAN TRUBITT, PLLC, INDEPENDENT REGISTERED ACCOUNTING FIRM - ULURU Inc. | ex_23-1.htm |
Exhibit 10.24
BINDING TERM SHEET
Regarding the acquisition of 75% of the share capital of Altrazeal Trading GmbH (“Altrazeal Trading”) by ULURU Inc. (the “Investor”) from IPMD GmbH and Firnron Ltd, Cyprus (collectively, the “Seller”)
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Subject of transaction
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75% of the ordinary share capital in Altrazeal Trading GmbH, an Austrian limited liability company, with its principal address at Schreyvogelgasse 3/5, 1010 Vienna
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Buyer
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ULURU Inc., a Nevada corporation, with its principal address at 4452 Beltway Drive, Addison, TX 75001, represented by its Chief Executive Officer, Kerry Gray.
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Sellers
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1) IPMD GmbH, an Austrian limited liability company, with its principal address at Schreyvogelgasse 3/5, 1010 Vienna, represented by its Managing Directors, Franz Borkovec and Helmut Kerschbaumer.
2) Finron Ltd., a Cypriot limited liability company (former Altrazeal Trading Ltd), syndicated with IPMD GmbH.
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Purchase price
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EUR 2,250,000
plus
EUR 900,000 to settle outstanding loans of Sellers
EUR 3,150,000
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Working Capital Adjustment
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EUR 88,834 Inventory 12/31/14
EUR 91,500 Margin Akanni March 2015 Shipment
EUR 339,062 Accounts Receivable 12/31/2014
EUR 519,396
- The Balance Sheet of Altrazeal Trading at closing will reflect only inventory, Euro 900,000 Loans and Accounts Receivable (any receipts after 12/31/14 will reduce the above amount).
- The payment of the above amount will be paid by Investor in accordance with the following schedule.
1) Inventory by September 30, 2015
2) Akanni margin on receipt of payment from Akanni for the product.
3) Accounts Receivable 30 days after receipt of payment.
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Conditions subsequent
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- Investor will include as many as possible IPMD shares in a registration statement; IPMD understands that there will be a limitation with the number of shares available for registration subject to an anticipated ULURU financing in 2015. Investor will use best efforts to register the maximum number of shares.
- The current team will continue providing full sales and distribution services to Altrazeal Trading GmbH.
- The parties will sign a sale and purchase agreement containing all terms herein in a suitable long-form document incorporating standard terms for such a transaction.
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Reservation of ownership
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The Sellers shall retain ownership title until the payments either in cash or shares as described below have been settled. With each instalment paid to the sellers 15% of the share capital of Altrazeal Trading GmbH will be released from the reservation of ownership and transferred to the buyer.
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Initial Payment
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EUR 646,500 Accounts Receivable balance due Uluru.
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Deferred Payment
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EUR 2,503,500
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Deferred Payment
Plan
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The deferred payment of EUR 2,503,500 will be payable in 5 equal instalments of EUR 500,700:
1st instalment at signing of the Definitive Agreement
2nd instalment no later than June 30, 2015 1
3rd instalment no later than August 31, 2015
4th instalment no later than October 31, 2015
5th and final instalment no later than December 31, 2015
The instalments are payable either in cash or in Shares at the option of the Investor. If payments are made in Shares the calculation of the Shares to be issued is as follows:
10% premium to the average market price of the last 10 (ten) trading days prior to the instalment payment date plus 10% warrant coverage with a premium of USD $0.30 to this market price.
1. Should the agreement be signed after June 30, 2015, this payment will be due at signing of the Definitive Agreement.
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/s/ Kerry P. Gray
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/s/ Franz Borkovec
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/s/ Helmut Kerschbaumer
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KERRY GRAY
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FRANZ BORKOVEC
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HELMUT KERSCHBAUMER
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For and on behalf of ULURU Inc.
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For and on behalf of IPMD GmbH
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