Full Press Release Details
SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of this 22 day of May, 2017 (the "Effective
Date") by and between Nutriband, Inc. a Nevada corporation (the "Company" and/or "Nutriband"); Advanced
Health Brands, Inc. and TD Therapeutics Inc. Michigan corporations, ("Advanced"), and the Shareholders of Advanced
Health Brands, Inc. and TD Therapeutics Inc. (the "Shareholders").
THEREFORE, in consideration of the mutual promises and the covenants and promises hereinafter contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
Exchange. On the terms and subject to the conditions set forth in this Agreement, at the Closing the Shareholders will sell, convey,
transfer and assign to the Company, and the Company will purchase and accept from the Shareholders all right, title and interest
in and to the issued and outstanding shares of common stock of Advanced owned by Shareholders in exchange for 5,000,000 shares
of common stock of the Company.
Assets. As of the date of Closing, the assets of Advanced shall consist of the Contracts, Intellectual Property, Tangible and
Intangible Assets and Records and Documents described in Section 1.2 (a) through (d) hereof (collectively, the "Assets"),
free and clear of all liens.
Contracts. All rights and benefits of the Shareholders under all agreements associated with the Assets, any and all other license
and other agreements (if any), including, without limitation, those set forth on Schedule 1.2 (a). "Contracts" means
all contracts, agreements and other arrangements whether written or oral, to which Advanced is a party as to which the breach,
non-performance, failure to renew, or cancellation could have a material adverse effect on the Assets.
Intellectual Property. All rights, title and interest in and to, all United States and foreign licenses, copyrights (registered
and unregistered) and copyright applications, and Computer Software and other rights associated with the foregoing, existing now
or in the future with respect to the Assets, including, without limitation the right to sue for past infringement thereof and
all other proprietary rights that Advanced owns, licenses, or possesses the right to use with respect to the Assets (collectively,
the "Intellectual Property"). The Intellectual Property is listed on Schedule 1.2 (b). "Computer Software"
means all computer source codes, programs, data files, and other software (including both applications software and operating
software), including all machine readable code, printed listings of code, documentation, and related property and information
relating to the Assets.
Tangible and Intangible Assets. All tangible and intangible personal property rights of Advanced in and to the Assets (the "Tangible
and Intangible Assets"), which are reflected on Schedule1.2(c).
Records and Documents. All books, records, files, papers, databases, and other data (whether such information is stored in print,
on electronic media, or pursuant to any audio or video recording) located at Advanced's facilities or elsewhere in Advanced's
custody or control (directly or indirectly), or pertaining to the Assets, all of which are reflected on Schedule 1.2(d), except
that Shareholder may retain duplicate copies and computer files for the sole purpose of reference, updating and correction, but
for no other purpose.
Closing Date. The closing ("Closing") shall occur on or before May 23, 2017 (the "Closing Date"). The Closing
will take place at 10:00 a.m. at _______________________________________________________________________, or, at such other date,
time and place or manner, as may be agreed upon by the parties.
Purchase Price. The Company shall convey, transfer, assign 5,000,000 shares of common stock of the Company ("Common Stock")
as allocated in Schedule 1.1(A), and two seats of the Board of the Company to be filled by those listed in Schedule 1.1(B), in
exchange for all of the issued and outstanding shares of common stock of Advanced held by Shareholders. The shares of Common Stock
may resold in the future under Rules 144 or 144A under the Securities Act of 1933 (the "Securities Act"), subject to
compliance with all of the provisions of the Rules. Rule 144 provides that securities may be resold after a one-year holding period
from the date of payment subject to compliance with the Rule. Among other things, an order to sell the securities may only be
placed after Form 144 has been mailed to the Securities and Exchange Commission, the securities must be sold to or through a broker-dealer,
the volume limitations must be met (i.e., the greater of 1% of the outstanding shares or the average weekly trading volume for
the four weeks preceding the filing of Form 144) and there can be no solicitation of any buy orders. Rule 144A applies to sales
to institutions which are "qualified institutional buyers".
Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act in connection
with the proposed offer and sale of its Common Stock, either for its own account or on behalf of any other security holder ("Proposed
Registration"), other than pursuant to a registration statement on Forms S-4, S-8 or any similar forms, the Company shall
promptly give written notice of such Proposed Registration to Shareholders, and shall offer to Shareholders the right to request
inclusion of their Common Stock issued pursuant to the terms of the Agreement in the Proposed Registration.
The Shareholders shall have 30 days from the receipt of such notice to deliver to the Company a written request specifying the
number of shares of Common Stock that Shareholders intend to sell in the Proposed Registration, as well as information on Shareholders'
intended method of disposition.
If the Proposed Registration by the Company is, in whole or in part, an underwritten public offering, the Company shall so advise
Shareholders and any request must specify that their Common Stock be included in the underwriting on the same terms and conditions
as the shares of Common Stock otherwise being sold through underwriters under such registration.
Upon receipt of a written request the Company shall promptly use its best efforts to cause all such shares of Common Stock held
by Shareholders to be registered under the Securities Act (and included in any related qualifications or registration under blue
sky laws), to the extent required to permit sale or disposition as set forth in the Proposed Registration.
If the offering is to be an underwritten offering, and Shareholders propose to distribute their shares of Common Stock through
such underwritten offering, Shareholders agree to enter into an underwriting agreement with the underwriter or underwriters selected
for such underwriting by the Company. The Shareholders may withdraw their Common Stock from such offering at any time until the
day prior to the effective date by written notice to the Company and the managing underwriter.
the foregoing, if in its good faith judgment the managing underwriter determines and advises the Company in writing that the inclusion
of the Common Stock issued to Shareholders pursuant to the Agreement in the underwritten public offering, together with any Common
Stock offered by the Company, would interfere with the successful marketing of such securities, the managing underwriter may exclude
the Common Stock owned by the Shareholder from the Proposed Registration as long as all shares of Common Stock owned by the Company's
officers, directors and 5% shareholders are excluded.
Preparation and Filing. If and whenever the Company is under an obligation pursuant to this Agreement to use its best efforts
to effect the registration of any shares of its Common Stock, the Company shall, as expeditiously as practicable:
prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement for such securities,
and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 2(b) hereof;
prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement effective until the earlier of (A) the sale of all
Common Stock covered thereby or (B) three months after the effective date of the registration statement, and to comply with the
provisions of the Securities Act with respect to the sale or other disposition of all Common Stock covered by such registration
furnish to the Shareholders such number of copies of any prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as such holder may reasonably request, to facilitate the public sale
or other disposition of such shares of Common Stock issued to Shareholders pursuant to this Agreement;
use its best efforts to register or qualify the Common Stock covered by such registration statement under the securities or blue
sky laws of New York and up to three other states that do not impose what is commonly referred to as merit review (except to the
extent provided in Section 2(a)(iv)) and do all other acts or things which may be necessary or advisable to enable Shareholders
to consummate the public sale or other disposition in such jurisdictions of such Common Stock; provided, however, that the Company
shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject
to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability
for state or local taxes where it is not liable for such taxes;
at any time when a prospectus required to be delivered under the Securities Act, notify Shareholders of the happening of any event
as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing and, at the request of such holder, as promptly as practicable prepare, file and furnish
to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that
such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
if the Company has delivered preliminary or final prospectuses to Shareholders and after having done so the prospectus is amended
to comply with the requirements of the Securities Act, the Company shall promptly notify Shareholders and Shareholders, if requested,
shall immediately cease making offers of their Common Stock and return all prospectuses to the Company. The Company shall promptly
provide Shareholder with revised prospectuses and, following receipt of the revised prospectuses, Shareholders shall be free to
resume making offers of the Common Stock.
Expenses. The Company shall pay all expenses incurred in complying with this Section 2.2, including, without limitation, all registration