Common use of The Acquisition Clause in Contracts

The Acquisition. Subject to the terms and conditions set forth in this Agreement: (a) On the Closing Date, Purchaser shall issue to Berkman a number of shares of Generex Common Stock, par value $.0001 per share, having a value of $250,000, based on the closing bid price for the Common Stock on the OTCQB, or the OTCPINK on the trading day immediately preceding the Closing Date (the “Closing Date Common Stock”). (b) At Closing, Berkman, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer to the Purchaser the legal and beneficial title to 4,950 Acquiree Membership Units, of which 4,939 will be transferred by Berkman, 10 by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 1 by ▇▇▇▇ ▇▇▇▇▇▇▇, free and clear of all Security Interest, and the Acquiree shall ▇▇▇▇ its transfer books to indicate the Purchaser’s ownership off 4,950 Acquiree Membership Units. (c) After closing, upon Purchaser contributing 20,000 shares of Purchaser’s Common Stock (“Contributed Common Stock”), Acquiree shall issue 300 additional Acquiree Membership Units to the Purchaser so that Purchaser will have a total of fifty-one percent (51%) of the outstanding Acquiree Membership Units. (d) Within two trading days following the effectiveness of the RSS on the OTCQB, Purchaser: (i) Shall issue 230,000 post-RSS shares of Common Stock to Berkman (the “RSS Completion Shares”). (ii) Shall issue warrants (the “Warrants”), in connection with the Berkman Debt, exercisable for 15,000,000 shares of Common Stock (“Warrant Shares”) at an exercise price equal to $2.50 per a share. Berkman and Acquiree acknowledge that the RSS Completion Shares may not be issued until the Purchaser has received approval form its stockholders to increase the number of authorized shares of Common Stock. The Purchaser may have insufficient shares of Common Stock to issue upon exercise of the Warrants until such stockholder approval is received. (e) If, at any time on or before the third anniversary of the Closing Date, provided that the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares have been registered as required in Section 1.2 and provided further that the aggregate value of the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares equals or exceeds $15,000,000 [whether or not Berkman or any other Acquiree Member continues to hold such shares or warrants], then all remaining Acquiree Membership Units not transferred to Purchaser at the Closing shall, at Purchaser’s option upon notice to the Acquiree Members, be transferred to Purchaser for the aggregate purchase price of $1.00. For purposes of this paragraph (e), the value of the Closing Date Common Stock, the RSS Completion Shares and Warrant Shares shall be the closing price of the Common Stock the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCPink, or OTCQX, as applicable, and in the case of the Warrant Shares, less the exercise price of the Warrants. If closing transaction prices are not quoted in the primary market, the ▇▇▇▇▇ shall have determined by the average of the closing bid and asked prices. The Closing Date Common Stock, RSS Completion Shares, Warrant Shares and the shares which may be issued pursuant to this paragraph 1(e) are referred to as the “Purchaser Common Stock.” (f) All Purchaser Common Stock and Warrants issued pursuant to this Section 1.1(f) shall be restricted securities as defined in Rule 144 under the Securities Act of 1933, but shall be subject to the registration rights described below.

The Acquisition. Subject 1.01 At the Effective Time (as defined in Article 2), subject to the terms and conditions herein, each share of NUVO Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined in Section 1.04) shall be acquired by IGAM in exchange for a fraction of a fully paid and nonassessable share of IGAM Preferred Stock equal to (i) 1,000,000, divided by (ii) the number of issued and outstanding shares of NUVO Common Stock, on a fully diluted basis, immediately prior to the Effective Time (other than Dissenting Shares) (the “Exchange Ratio”). Collectively, the shares of IGAM Preferred Stock issued to the Shareholders shall be referred to herein as the “IGAM Shares”, and the exchange of all shares of NUVO Common Stock for IGAM Shares shall constitute the “Exchange”. IGAM Shares shall be issued as set forth in Exhibit A to this Agreement:. 1.02 Each share of IGAM Preferred Stock shall, upon receipt of Shareholder Approval (a) On as defined in Section 9.01), automatically convert into the Closing Date, Purchaser shall issue to Berkman a number of shares of Generex IGAM Common Stock equal to a fraction, (i) the numerator of which is equal to the product of (A) the aggregate number of shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, on a fully diluted basis, multiplied by (B) two (2), and (ii) the denominator of which shall be 1,000,000 (the “Conversion Ratio”), rounded to the nearest whole share; provided that, for purposes of determining the number of fully diluted shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, the parties agree that the number of shares of IGAM Common Stock shall include the number of shares IGAM Common Stock into which the Convertible Debt of IGAM (as defined in Section 8.01(i)) is convertible, as determined assuming a conversion price equal to 75% of the lowest closing price of the IGAM Common Stock (as reported by Bloomberg, LP) over the 20 trading days immediately prior to the Effective Date (as defined in Article 2). The number of shares of IGAM Common Stock issuable upon conversion of the IGAM Shares shall be identified on Exhibit A to this Agreement. 1.03 As of the Effective Time, each outstanding stock certificate that immediately prior to the Effective Time represented shares of NUVO Common Stock shall be deemed for all purposes to evidence ownership and to represent the number of shares of IGAM Preferred Stock for which such shares of NUVO Common Stock have been exchanged pursuant to Section 1.01. The record holder of each outstanding certificate representing shares of NUVO Common Stock shall, after the Effective Time, be entitled to vote the shares of IGAM Preferred Stock (on an as-converted basis assuming the conversion of all shares of IGAM Preferred Stock into shares of IGAM Common Stock) for which such shares of NUVO Common Stock have been exchanged on any matters on which the holders of IGAM Common Stock are entitled to vote. After the Effective Time, the holders of certificates evidencing outstanding shares of NUVO Common Stock immediately prior to the Effective Time shall deliver such certificates of NUVO Common Stock, par value $.0001 per share, having a value of $250,000, based on duly endorsed so as to make IGAM the closing bid price for the Common Stock on the OTCQB, or the OTCPINK on the trading day immediately preceding the Closing Date (the “Closing Date Common Stock”). (b) At Closing, Berkman, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer to the Purchaser the legal and beneficial title to 4,950 Acquiree Membership Units, of which 4,939 will be transferred by Berkman, 10 by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 1 by ▇▇▇▇ ▇▇▇▇▇▇▇sole holder thereof, free and clear of all Security Interestclaims, and encumbrances and upon receipt of such certificates, IGAM shall deliver a transmittal letter directed to the Acquiree shall ▇▇▇▇ its transfer books agent of IGAM directing the issuance of the IGAM Shares to indicate the Purchaser’s ownership off 4,950 Acquiree Membership Units. (c) After closing, upon Purchaser contributing 20,000 Shareholders as set forth on Exhibit A of this Agreement. Any shares of Purchaser’s IGAM Preferred Stock (and IGAM Common Stock (“Contributed Common Stock”), Acquiree shall issue 300 additional Acquiree Membership Units to the Purchaser so that Purchaser will have a total of fifty-one percent (51%issued upon conversion thereof) of the outstanding Acquiree Membership Units. (d) Within two trading days following the effectiveness of the RSS on the OTCQB, Purchaser: (i) Shall issue 230,000 post-RSS shares of Common Stock to Berkman (the “RSS Completion Shares”). (ii) Shall issue warrants (the “Warrants”), in connection with the Berkman Debt, exercisable for 15,000,000 shares of Common Stock (“Warrant Shares”) at an exercise price equal to $2.50 per a share. Berkman and Acquiree acknowledge that the RSS Completion Shares may not be issued until the Purchaser has received approval form its stockholders to increase the number of authorized shares of Common Stock. The Purchaser may have insufficient shares of Common Stock to issue upon exercise of the Warrants until such stockholder approval is received. (e) If, at any time on or before the third anniversary of the Closing Date, provided that the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares have been registered as required in Section 1.2 and provided further that the aggregate value of the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares equals or exceeds $15,000,000 [whether or not Berkman or any other Acquiree Member continues to hold such shares or warrants], then all remaining Acquiree Membership Units not transferred to Purchaser at the Closing shall, at Purchaser’s option upon notice to the Acquiree Members, be transferred to Purchaser for the aggregate purchase price of $1.00. For purposes of this paragraph (e), the value of the Closing Date Common Stock, the RSS Completion Shares and Warrant Shares shall be the closing price of the Common Stock the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCPink, or OTCQX, as applicable, and in the case of the Warrant Shares, less the exercise price of the Warrants. If closing transaction prices are not quoted in the primary market, the ▇▇▇▇▇ shall have determined by the average of the closing bid and asked prices. The Closing Date Common Stock, RSS Completion Shares, Warrant Shares and the shares which may be issued pursuant to this paragraph 1(eAgreement will not be transferable except (a) are referred to as the “Purchaser Common Stock.” (f) All Purchaser Common Stock and Warrants issued pursuant to this Section 1.1(fan effective registration statement under the Securities Act or (b) shall be restricted securities as defined in Rule 144 under upon receipt by IGAM of a written opinion of counsel for the holder reasonably satisfactory to IGAM to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act of 1933, but as amended, and relevant state securities laws. Restrictive legends shall be subject placed on all certificates representing IGAM Common stock issued pursuant to this Agreement as set forth in Section 12.02. In the registration event any certificate for NUVO Common Stock has been lost, stolen or destroyed, IGAM shall issue and pay in exchange for such lost, stolen or destroyed certificate, promptly following its receipt of an affidavit of that fact by the holder thereof, such shares of IGAM Common Stock as may be required pursuant to this Agreement; provided that, such holder shall be required to provide to IGAM an executed indemnification agreement, in a form reasonably acceptable to IGAM, whereby such holder indemnifies IGAM against any loss or liability relating to IGAM’s issuance of certificates pursuant to this paragraph. 1.04 Shares of NUVO common stock held by the stockholders of NUVO who have properly exercised and preserved appraisal rights described belowwith respect to those shares in accordance with Title 7, Article 113 of the Colorado Statutes (the “Dissenting Shares”) shall not be exchanged for or represent a right to receive shares of IGAM Preferred Stock pursuant to Section 1.01 above, but the holders thereof shall be entitled only to such rights as are granted by Title 7, Article 113 of the Colorado Statutes. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Title 7, Article 113 shall receive payment therefor from NUVO in accordance with such laws; provided that, if any such holder of Dissenting Shares shall have effectively withdrawn or lost such holder’s demand for appraisal and payment for such shares, such holder shall forfeit the right of appraisal of such share and such Dissenting Shares shall be exchanged for shares of IGAM Preferred Stock in accordance with the terms of Section 1.01. 1.05 Following the Effective Time, NUVO will be a wholly owned subsidiary of IGAM.

The Acquisition. Subject to Upon the terms and subject to the conditions set forth in this Agreementhereof, at the Closing (as hereinafter defined) the parties shall do the following: (a) On The Fulland Stockholders will sell, convey, assign, transfer and deliver to Malex stock certificates representing the Closing DateFulland Shares held by each Fulland Stockholder as set forth in column (1) of Schedule I hereto, Purchaser which in the aggregate shall constitute 100% of the issued and outstanding shares of Fulland, each accompanied by a properly executed and authenticated stock power. (b) As consideration for the acquisition of the Fulland Shares, Malex will issue to Berkman a each Fulland Stockholder, in exchange for such Fulland Stockholder’s pro rata portion of the Fulland Shares, the number of shares of Generex Common Stockcommon stock set forth opposite such party’s name in Column (2) on Schedule I attached hereto (collectively, par value the “Malex Shares”). The Malex Shares issued shall equal 99.00% of the outstanding shares of Malex common stock at the time of Closing. For example, if there are 700,000 shares of Malex common stock outstanding immediately prior to the Closing, then there shall be 69,300,000 shares of Malex common stock issued to the Fulland Stockholders at Closing. (c) Synergy Business Consulting, LLC shall surrender 8,006,490 shares of Malex common stock held by it, which shall be cancelled pursuant to Section 6.6 hereof. (d) The Company shall consummate its $.0001 per share, having a value of $250,000, based on 5,525,000 convertible note financing pursuant to the closing bid price for the Common Stock on the OTCQB, or the OTCPINK on the trading day immediately preceding the Closing Date Securities Purchase Agreement (the “Closing Date Common StockFinancing”). (be) At ClosingImmediately following the closing of the Financing, BerkmanGreenview Capital LLC shall surrender to the Company 2,348,827 shares of the common stock issuable to it in the share exchange transaction under this agreement, ▇▇▇▇▇▇for cancellation on the books and records of the Company, in exchange for a cash payment from the Company of $625,000 (out of the proceeds of the Financing), which payment shall constitute full consideration for cancellation of such shares and in full satisfaction of any and all debts and/or obligations to Greenview which may include but is not limited to payment made or expenses or indebtedness incurred by Greenview for (i) assistance from the Company’s accountants and/or other professionals in connection with the preparation of pro-forma financial statements and any post closing SEC filings; and (ii) any final SEC or tax returns that have to be filed that include Malex rather than Greenpower. (f) Immediately following the closing of the Financing, ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer surrender to the Purchaser the legal and beneficial title to 4,950 Acquiree Membership Units, of which 4,939 will be transferred by Berkman, 10 by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 1 by ▇▇▇▇ ▇▇▇▇▇▇▇, free and clear of all Security Interest, and the Acquiree shall ▇▇▇▇ its transfer books to indicate the Purchaser’s ownership off 4,950 Acquiree Membership Units. (c) After closing, upon Purchaser contributing 20,000 Company 2,420,204 shares of Purchaser’s Common Stock the common stock issuable to him in the share exchange transaction under this agreement, for cancellation on the books and records of the Company, in exchange for a cash payment from the Company of $400,000 (“Contributed Common Stock”out of the proceeds of the Financing), Acquiree shall issue 300 additional Acquiree Membership Units to the Purchaser so that Purchaser will have a total of fifty-one percent (51%) of the outstanding Acquiree Membership Units. (d) Within two trading days following the effectiveness of the RSS on the OTCQB, Purchaser: (i) Shall issue 230,000 post-RSS shares of Common Stock to Berkman (the “RSS Completion Shares”). (ii) Shall issue warrants (the “Warrants”), in connection with the Berkman Debt, exercisable for 15,000,000 shares of Common Stock (“Warrant Shares”) at an exercise price equal to $2.50 per a share. Berkman and Acquiree acknowledge that the RSS Completion Shares may not be issued until the Purchaser has received approval form its stockholders to increase the number of authorized shares of Common Stock. The Purchaser may have insufficient shares of Common Stock to issue upon exercise of the Warrants until such stockholder approval is received. (e) If, at any time on or before the third anniversary of the Closing Date, provided that the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares have been registered as required in Section 1.2 and provided further that the aggregate value of the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares equals or exceeds $15,000,000 [whether or not Berkman or any other Acquiree Member continues to hold such shares or warrants], then all remaining Acquiree Membership Units not transferred to Purchaser at the Closing shall, at Purchaser’s option upon notice to the Acquiree Members, be transferred to Purchaser for the aggregate purchase price of $1.00. For purposes of this paragraph (e), the value of the Closing Date Common Stock, the RSS Completion Shares and Warrant Shares which payment shall be the closing price full consideration for cancellation of the Common Stock the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCPink, or OTCQX, as applicable, and in the case of the Warrant Shares, less the exercise price of the Warrants. If closing transaction prices are not quoted in the primary market, the ▇▇▇▇▇ shall have determined by the average of the closing bid and asked prices. The Closing Date Common Stock, RSS Completion Shares, Warrant Shares and the shares which may be issued pursuant to this paragraph 1(e) are referred to as the “Purchaser Common Stockshares.” (f) All Purchaser Common Stock and Warrants issued pursuant to this Section 1.1(f) shall be restricted securities as defined in Rule 144 under the Securities Act of 1933, but shall be subject to the registration rights described below.

The Acquisition. 1.1 Acquisition and Merger Subject to the terms Terms and conditions set forth in Conditions of this Agreement: . At the time of Closing to be held as provided in Section 2, the parties shall effectuate the Merger of Mergerco into MKSR. At the time that the Merger becomes effective under both the Delaware Act and the New York Act (athe "Effective Time"), Mergerco shall be merged with and into MKSR in accordance with the applicable provisions of the Delaware Act and the New York Act, the separate existence of Mergerco shall thereupon cease, and MKSR, as the surviving corporation in the Merger, shall continue its corporate existence in accordance with the New York Act. At the Closing, (i) On the Closing Date, Purchaser shall issue to Berkman a number of 100 issued and outstanding shares of Generex Common StockMKSR common stock, par value $.0001 per shareshare (the "MKSR Common Stock"), having a value constituting all of $250,000the issued and outstanding shares of MKSR Common Stock, based on the closing bid price shall be extinguished, (ii) each share of stock of Mergerco issued and outstanding shall be extinguished and in substitution for the Common Stock on the OTCQB, or the OTCPINK on the trading day immediately preceding the Closing Date (the “Closing Date Common Stock”). (b) At Closing, Berkman, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer to the Purchaser the legal and beneficial title to 4,950 Acquiree Membership Units, full number of which 4,939 will be transferred by Berkman, 10 by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 1 by ▇▇▇▇ ▇▇▇▇▇▇▇, free and clear of all Security Interest, and the Acquiree shall ▇▇▇▇ its transfer books to indicate the Purchaser’s ownership off 4,950 Acquiree Membership Units. (c) After closing, upon Purchaser contributing 20,000 shares of Purchaser’s Mergerco held by it, HLLS shall receive 100 shares of MKSR authorized but unissued Common Stock (“Contributed Common Stock”), Acquiree iii) HLLS shall issue 300 additional Acquiree Membership Units to the Purchaser so MKSR shareholders the greater of 10,197,668 validly issued, fully paid, and non-assessable, under Delaware law, shares of common stock of HLLS or that Purchaser will have a total number of shares that shall result in ownership of fifty-one percent (51%) of the outstanding Acquiree Membership Units. shares of common stock of HLLS, and (div) Within two trading days following HLLS shall issue 3,425,000 shares of its voting convertible noncumulative preferred stock, par value $.01 per share ("HLLS Preferred Stock") to the effectiveness holders of MKSR Common Stock at the exchange rate of 101,976.68 shares of HLLS Common Stock and 34,250 shares of HLLS Preferred Stock for each share of MKSR Common Stock. The 3,425,000 shares of Preferred Stock shall be convertible into 34,250,000 shares of HLLS Common Stock. 2,670,000 of the RSS on the OTCQB, Purchaser: (i) Shall issue 230,000 post-RSS HLLS shares of Common Stock to Berkman (be issued to the “RSS Completion Shares”). (ii) Shall issue warrants (MKSR Shareholders shall be from the “Warrants”)HLLS' authorized but unissued shares, in connection with and 7,527,668 of the Berkman Debt, exercisable for 15,000,000 HLLS shares of Common Stock (“Warrant Shares”) at an exercise price equal shall be contributed to $2.50 per HLLS by ▇▇. ▇▇▇▇▇▇▇ and then reissued by HLLS in the Merger. Following the issuance, HLLS will have the following shares outstanding: Preferred Stock MKSR shareholders 3,425,000 Common Stock MKSR shareholders 10,197,668 ▇▇▇▇▇▇▇ 1,872,332 Other shareholders 3,756,840 Public 4,168,587 Total Common Outstanding 19,995,427 At the Effective Time, and as a share. Berkman result of the Merger, the conversion of the shares of MKSR Common Stock into the HLLS Common Stock and Acquiree acknowledge that the RSS Completion Shares may not HLLS Preferred Stock as set forth in this Section 1.1, shall occur automatically and without further act of either HLLS or MKSR and, until appropriate transfers can be issued until requested following the Purchaser has received approval form its stockholders Effective Time, the holders of record of each MKSR share so extinguished and converted shall be deemed to increase be recorded on the books of HLLS as the holder of the number of authorized shares of HLLS Common StockStock and HLLS Preferred Stock which he is entitled to receive under this Agreement. The Purchaser may have insufficient Each person who, as a result of the Merger, holds one or more certificates which theretofore represented one or more shares of Common Stock to issue upon exercise MKSR that have been extinguished and converted as a result of the Warrants until Merger shall surrender each such stockholder approval certificate held by him/her to HLLS and, within a reasonable time after such surrender, HLLS shall deliver to such person in exchange therefor one or more certificates evidencing the HLLS Preferred Stock that such person is received. (e) If, at any time on or before the third anniversary entitled to receive as a result of the Closing Date, provided that the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares have been registered as required in Section 1.2 and provided further that the aggregate value Merger. A form of the Closing Date Common Stockcertificate of designation setting forth the terms of the HLLS Preferred Stock is attached hereto as Exhibit A. 1.2 Sale of H&L Concepts, Inc. At the RSS Completion Shares Closing, HLLS and Marketshare shall contribute the Warrant Shares equals or exceeds $15,000,000 [whether or not Berkman or any other Acquiree Member continues to hold such shares or warrants], then all remaining Acquiree Membership Units not transferred to Purchaser at the Closing shall, at Purchaser’s option upon notice to the Acquiree Members, be transferred to Purchaser for the aggregate purchase price sum of $1.00125,000 to H&L concepts, Inc. through the issuance of a secured promissory note to pay the principal amount of $125,000 together with interest (the "Promissory Note") to H&L Concepts, Inc., in accordance with the terms of said note, (a copy of which is attached hereto as Exhibit B). For purposes of this paragraph (e), the value After execution of the Closing Date Common StockPromissory Note, the RSS Completion Shares and Warrant Shares shall be the closing price of the Common Stock the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCPink, or OTCQX, as applicable, and in the case of the Warrant Shares, less the exercise price of the Warrants▇▇. If closing transaction prices are not quoted in the primary market, the ▇▇▇▇▇▇▇ shall have determined by the average purchase all of the closing bid and asked pricesoutstanding shares of stock of H&L concepts, Inc. for nominal consideration. The parties acknowledge that most of the trade payables and other consolidated liabilities of HLLS are actually liabilities of H&L Concepts, Inc., the subsidiary to HLLS, and by selling the stock of H&L Concepts, Inc. to ▇▇. ▇▇▇▇▇▇▇ it has the effect of removing most of the trade payables and liabilities form the HLLS balance sheet and fixing the post closing liabilities of HLLS to that set forth in the promissory note. At the Closing Date Common StockHLLS shall execute and deliver to ▇▇. ▇▇▇▇▇▇▇ one or more stock certificates representing all of the outstanding shares of stock of H&L Concepts, RSS Completion Shares, Warrant Shares and the shares which may be issued pursuant to this paragraph 1(e) are referred to as the “Purchaser Common Stock.” (f) All Purchaser Common Stock and Warrants issued pursuant to this Section 1.1(f) shall be restricted securities as defined in Rule 144 under the Securities Act of 1933, but shall be subject to the registration rights described below.Inc.