Item 1.01. Entry into a Material Definitive Agreement.
On
At the closing of the Transactions, the Purchaser delivered the following, among
other things, to the Purchaser: (i) the sum of
(i) An assignment and release agreement between the Company, FBNK Finance and
Joint Proficient Project Company Limited ("JP"), pursuant to which theEUR 6 million bond guarantee, initially issued by the Company to JP was assigned from the Company to FBNK Finance, to include a full release of any obligations, guarantees or liabilities of any sort of the Company to JP or any other person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(ii) A release agreement by and between the Company, FBNK Finance and IndexAtlas
AG ("IndexAtlas"), to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(iii) A release agreement by and between the Company, FBNK Finance and SERES
Investments S.à r.l., SPF, to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(iv) A release agreement by and between the Company, FBNK Finance and Lazar
Vision Fund LP , to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(v) A release agreement by and between the Company, FBNK Finance and Herculius
Partners SA , to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(vi) A release agreement by and between the Company, FBNK Finance and Herculius
Partners"Taurus" Fund c/oIFM Independent Fund Management , to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(vii) A release agreement by and between the Company, FBNK Finance and The Native
SA, to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(viii) A release agreement by and between the Company, FBNK Finance and HLEE
Finance S.à r.l. ("HLEE Finance"), to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto;
(ix) A release agreement by and between the Company, FBNK Finance and Victor
Iezuitov, to include a full release of any obligations, guarantees or liabilities of any sort of the Company to any person, including with respect to the obligations of the Company pursuant to the Underwriting Agreement and the Terms and Conditions related thereto; and
(x) A release agreement by and between the Company, FBNK Finance and Jacques
Girod, to include a full release of any obligations, guarantees or
liabilities of any sort of the Company to any person, including with respect
to the obligations of the Company pursuant to the Underwriting Agreement and
the Terms and Conditions related thereto.
At the closing of the Transactions,
Following the closing of the Transactions, the Purchaser agreed to take such
actions as required to remove the name "Facebank" from the name of
The SPA contains customary representations, warranties and covenants. The obligations of the parties to consummate the closing of Transactions was subject to satisfaction or waiver of customary closing conditions, in addition to the following, each of which documents described below were executed and delivered as of the closing:
(a) Execution of that certain Mutual Release Agreement by each of the Company,
Facebank AG , HLEE Finance, FBNK Finance,Nexway AG andMr. Textor ;
(b) Completion of the issuance by the Company of 4,833,114 shares of the
Company's common stock to FBNK Finance, in consideration of the consummation of the transactions pursuant to the SPA and a purchase price of$0.0001 per share;
(c) Termination of the consulting agreement between the Company and IndexAtlas
and the cancellation of the issuance of the 200,000 shares of Company common stock issued to IndexAtlas, which were redeemed pursuant to the redemption agreement discussed below (together with 50,000 additional shares of Company common stock held by IndexAtlas);
(d) Entry into a redemption agreement by and among the Company, on the one hand,
and HLEE Finance and the respective stockholders listed therein, on the other hand, and the closing of the transactions under each such redemption agreement, wherein the Company redeemed an aggregate of 3,633,114 shares of Company common stock for redemption consideration of$0.0001 per share of Company common stock.
(e) Execution by the Company and the Purchaser of a long form call agreement
between the Company and the Purchaser allowing the Company to purchase 42% ofFacebank AG's shares, for a cash consideration ofCHF 1 in total for the period of five years following the closing of the Transactions;
(f) Termination of the Loan Documents (as defined below); and
(g) Repayment by the Company to
$619,350 , pursuant to that certain payment and termination agreement, as repayment of the loan thatNexway AG previously provided to the Company, and termination of such loan.
The closing of the Transactions was not subject to any financing condition.
The foregoing description of the SPA does not purport to be complete and are qualified in its entirety by reference to the full text of the SPA, filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
On
Pursuant to the terms of the Termination Agreement, as of
Each of the parties agreed to a full release relating to any claims arising or
based on or relating to events or actions which occurred any at any point in the
past and up to and including
The foregoing description of the Termination Agreement does not purport to be complete and are qualified in its entirety by reference to the full text of the Termination Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated by reference into this Item 1.02.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Share Purchase Agreement dated as ofJuly 10, 2020 by and among the registrant,C2A2 Corp. AG Ltd. andAston Fallen (with respect to Section 3.01 thereof only). 10.2 Termination and Release Agreement dated as ofJuly 8, 2020 by and between HLEE Finance S.a.r.l. and the registrant.
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