Attached files
Exhibit
10.35
TERM SHEET ON PROPOSED SUBSCRIPTION AND LOAN
ARRANGEMENTS
AMONG
DSS SECURITIES INC.
AND
LIQUIDVALUE ASSET MANAGEMENT PTE LTD
AND
AMRE ASSET MANAGEMENT INC.
AND
AMERICAN MEDICAL REIT INC.
This
term sheet sets out the legally binding terms for transactions
among the Parties as defined hereunder (“Term
Sheet”).
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PARTIES
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1)
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”)
2)
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”)
3)
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”)
4)
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”.)
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TRANSACTION
OVERVIEW
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WHEREAS
1.
LVAM currently
holds all 1,000 issued ordinary shares outstanding of
AAMI.
2.
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.
3.
AMRE will issue a
promissory note with a value of USD 800,000 which comes with
detachable warrants (the “Note”)
4.
DSSS agrees to
subscribe for the Note (the “Loan”). The details of the
Loan are described below.
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LOAN
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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.
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REPRESENTATION
AND WARRANTIES
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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.
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COUNTERPARTS
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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.
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RIGHT
OF FIRST REFUSAL
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For the
Subscription exercise,
1)
In the event any
Parties wishes to dispose any of its shares in AAMI (“Sale
Shares”), the remaining party shall have a prior right to buy
such Sale Shares on equivalent terms as offered for the Sale Shares
or terms to be mutually agreed.
2)
Any offer to
purchase the shares from any third party (“Outsider
Party”) must include the condition that the Outsider Party
agrees to become a party to this Term Sheet pursuant to the
purchase of the shares.
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TAG
ALONG PROVISIONS
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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.
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CONFIDENTIALITY
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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.
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BINDING
EFFECT
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This
Term Sheet shall be legally binding and shall also be legally
enforceable in accordance with its terms in any court of competent
jurisdiction.
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DEFINITIVE
AGREEMENT
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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.
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COMPLETION
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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.
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COSTS
AND EXPENSES
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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.
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GOVERNING
LAW AND DISPUTE RESOLUTION
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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.
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Dated:
March 3, 2020
We
hereby accept the above terms and conditions.
SIGNED
BY:
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SIGNED
BY:
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/s/ Frank
Heuszel
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/s/ Chan Heng Fai
Ambrose
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Name:
FRANK HEUSZEL
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Name:
CHAN HENG FAI AMBROSE
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Title:
Chief Executive Officer
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Title:
Chief Executive Officer
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For and
on behalf of
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For and
on behalf of
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DSS
Securities Inc.
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LiquidValue
Asset Management Pte Ltd
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/s/David
Young
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/s/ David
Young
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Name:
DAVID YOUNG
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Name:
DAVID YOUNG
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Title:
Chief Executive Officer
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Title:
Chief Executive Officer
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For and
on behalf of
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For and
on behalf of
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AMRE
Asset Management Inc.
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American
Medical REIT Inc.
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