Full Press Release Details
MIZA III VENTURES INC.
ASSET AND SHARE PURCHASE AGREEMENT
| Part 1 INTERPRETATION | 1 | |
| 1.1 | Definitions | 1 |
| 1.2 | Schedules | 9 |
| 1.3 | Interpretation | 9 |
| 1.4 | Governing Law | 10 |
| 1.5 | Severability | 10 |
| 1.6 | Entire Agreement | 10 |
| 1.7 | Waiver | 10 |
| Part 2 Purchase and Sale AND RELATED TRANSACTIONS | 10 | |
| 2.1 | Purchase | 10 |
| 2.2 | Retention of Liabilities | 11 |
| 2.3 | Consideration | 11 |
| 2.4 | Assignment of Rights to the Purchased Assets | 11 |
| 2.5 | Allocation of Purchase Price | 11 |
| 2.6 | Third Party Consents | 12 |
| 2.7 | Reconstitution of Board and Management | 12 |
| 2.8 | Name Change | 12 |
| 2.9 | Finders' Fees | 12 |
| Part 3 Representations and Warranties of the Vendor | 13 | |
| 3.1 | Representations and Warranties of the Vendor | 13 |
| 3.2 | Survival of Representations and Warranties of the Vendor | 19 |
| 3.3 | Reliance | 19 |
| Part 4 Representations and Warranties of The Purchaser | 19 | |
| 4.1 | Representations and Warranties of the Purchaser | 19 |
| 4.2 | Fees | 23 |
| 4.3 | Other Representations | 23 |
| 4.4 | Survival | 23 |
| 4.5 | Reliance | 24 |
| Part 5 Covenants | 24 | |
| 5.1 | Covenants of the Vendor | 24 |
| 5.2 | Covenants of the Purchaser | 27 |
| 5.3 | Mutual Covenants | 30 |
| 5.4 | Alternative Transaction | 30 |
| 5.5 | Facilitation of Transaction | 31 |
| 5.6 | Straddle Periods. | 32 |
| 5.7 | Confidentiality | 32 |
| 5.8 | Public Announcements | 33 |
| 5.9 | Notification for Certain Matters | 33 |
| 5.10 | Consents | 34 |
| 5.11 | Vendor Financial Statements | 34 |
| Part 6 Closing | 34 | |
| 6.1 | Closing Date and Location | 34 |
| 6.2 | Closing | 34 |
| 6.3 | Deliveries by Purchaser at Closing | 35 |
| 6.4 | Deliveries by Vendor at Closing | 36 |
| Part 7 MUTUAL CONDITIONS PRECEDENT | 37 | |
| 7.1 | Mutual Conditions Precedent | 37 |
| 7.2 | Notice and Cure Provisions | 37 |
| Part 8 PURCHASER'S Conditions Precedent | 38 | |
| 8.1 | Purchaser's Conditions | 38 |
| 8.2 | Waiver | 38 |
| Part 9 VENDOR'S Conditions Precedent | 39 | |
| 9.1 | Vendor's Conditions | 39 |
| 9.2 | Waiver | 39 |
| Part 10 FURTHER ASSURANCES | 39 | |
| 10.1 | Further Assurances | 39 |
| Part 11 Indemnities | 40 | |
| 11.1 | Indemnification of Purchaser by Vendor | 40 |
| 11.2 | Claims Under Vendor's Indemnities | 40 |
| 11.3 | Indemnification Limitations | 41 |
| 11.4 | Indemnification of Vendor by Purchaser | 42 |
| 11.5 | Claims Under Purchaser's Indemnities | 42 |
| 11.6 | Survival of Indemnities | 43 |
| 11.7 | Indemnification Limitations | 43 |
| Part 12 TERMINATION, AMENDMENT AND WAIVER | 44 | |
| 12.1 | Termination by the Purchaser | 44 |
| 12.2 | Termination by the Vendor | 44 |
| 12.3 | Effect of Termination | 44 |
| 12.4 | Amendment | 44 |
| 12.5 | Extension and Waiver | 44 |
| Part 13 General | 45 | |
| 13.1 | Expenses | 45 |
| 13.2 | Arbitration | 45 |
| 13.3 | Time | 45 |
| 13.4 | Notices | 45 |
| 13.5 | Further Assurances | 46 |
| 13.6 | Enurement | 46 |
| 13.7 | Assignment | 46 |
| 13.8 | Counterparts | 47 |
| 13.9 | Severability | 47 |
| 13.10 | Entire Understanding | 47 |
| 13.11 | Binding Effect; No Third Party Beneficiaries | 47 |
| 13.12 | Language | 47 |
| Schedule A INTELLECTUAL PROPERTY ASSETS | a-1 | |
| Schedule B FORM OF CONTINGENT RIGHT CERTIFICATE | B-1 | |
| Schedule C form of convertible NOTE | C-1 | |
| Schedule D ASSET ACQUISITION STATEMENT | D-1 |
ASSET AND SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of October 9,
MIZA III VENTURES INC., a corporation
existing under the Laws of the Province of British Columbia
SCISPARC LTD., a company existing
under the Laws of Israel
NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the premises and mutual agreements and covenants herein contained, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:
In this Agreement, the words defined
above have the meanings ascribed thereto and the following words and phrases shall have the following meanings:
necessary to permit the consummation of
the transactions contemplated by this Agreement;
The following are the Schedules to this
Agreement and are incorporated into and form an integral part of this Agreement:
| Schedule A | Intellectual Property Assets | |
| Schedule B | Form of Contingent Right Certificate | |
| Schedule C | Form of Convertible Note | |
| Schedule D | Asset Acquisition Statement |
For the purposes of this Agreement,
except as otherwise expressly provided herein:
This Agreement shall be construed both
in accordance with the Laws of British Columbia and the federal Laws of Canada applicable in British Columbia.
If an arbitrator, court or other tribunal
of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential
This Agreement constitutes the entire
agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties
with respect to the subject matter hereof, including the letter of intent between the Parties dated July 3, 2024, as amended.
If any Party breaches any provision
of this Agreement, the failure of any other Party to require strict performance shall not constitute a waiver of such breach or otherwise
prejudice the other Party from subsequently enforcing the provisions hereof as they relate to the breach in question or any similar or
other breach. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether
or not similar) of this Agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing
duly executed by the Party to be bound thereby.
Purchase and Sale AND RELATED TRANSACTIONS
On and subject to the terms and conditions
of this Agreement, including the representations, warranties and covenants contained herein, the Vendor shall sell, assign, transfer and
convey unto the Purchaser all of the Vendor's interest in the Purchased Assets and SNI Shares, free and clear of all Encumbrances,
other than Permitted Encumbrances or as set forth herein, to the Purchaser or, at the direction of the Purchaser, to the Purchaser and/or
a permitted assignee of the Purchaser in accordance with Section 13.7, and the Purchaser and such permitted assignee shall purchase, accept
and receive, all right, title and interest in or to the Purchased Assets and SNI Shares.
The Purchaser will not assume, acquire
or otherwise become subject to any Liability or Indebtedness of the Vendor hereunder or in connection with the Transaction.
As consideration for the sale, assignment,
transfer and conveyance by the Vendor to the Purchaser of the Purchased Assets and SNI Shares pursuant to this Agreement, the Purchaser
UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE [THE DATE THAT IS FOUR (4)
MONTHS AND A DAY AFTER THE CLOSING DATE]";
Upon receipt by the Vendor of the Payment
Securities as required by Sections 2.1 and 2.3, all right, title and interest in and to the Purchased Assets and SNI Shares shall, as
between the Parties, be deemed to be transferred to, and held by, the Purchaser notwithstanding any further actions which must be taken
by the Parties to effectively transfer title to the Purchaser after Closing.
The Vendor and the Purchaser shall allocate
the value of the Payment Securities (the "Purchase Price") among the Purchased Assets and SNI Shares as specified in
Schedule D (the "Asset Acquisition Statement"). The Purchase Price for Purchased Assets and SNI Shares shall be allocated
in accordance with the Asset Acquisition Statement, as updated, and all Tax Returns and reports filed by the Purchaser and the Vendor
and its Affiliates shall be prepared consistently with such allocation.
To the extent that any of the Purchased
Assets are not, as a matter of Law or by its terms, (i) assignable or transferable or (ii) assignable or transferable without the consent
of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted
assignment would constitute a breach thereof or a default thereunder. To the extent that any Contract is not transferred to the Purchaser
in compliance with Section 2.1, then such Contract shall not be transferred or assigned to the Purchaser pursuant to this Agreement. The
Vendor shall use commercially reasonable efforts to obtain the consent of such party to the assignment of any such Contract or Permit
to the Purchaser in all cases in which such consent is or may be required for such assignment and at its sole cost and expense. If and
to the extent that such consent cannot be obtained the Purchase Price shall not be adjusted. Any increase in fees, charges or other payments
resulting after the assignment or transfer shall be borne by the Purchaser and/or SNI.
In connection with the Transaction,
on the Closing Date the Purchaser will:
Itschak Sherm - Chairman
Dr. Adi Zuloff-Shani (CTO)
As at the Closing Time, the Purchaser
will be renamed "NeuroThera Labs Inc." or such other name as the Vendor and Purchaser may determine, acting reasonably (the
A finder's fee of 3,000,000 MIZA
Common Shares (the "Finders' Shares") will be issuable to the Finders (or their wholly-owned holding companies)
on the Closing Date as set out in the table below, subject to TSXV approval and requirements, including any applicable hold periods, and
| Finder | Number of Finders' Shares | |||
| Lavi Krasney | 1,000,000 | |||
| Itamar David | 1,000,000 | |||
| Kfir Zilberman | 1,000,000 |
Representations and Warranties
To induce the Purchaser to enter into
and complete the transactions contemplated by this Agreement, the Vendor represents and warrants to the Purchaser as representations and
warranties that are true and correct as at the date of this Agreement and that shall be true and correct on the date of this Agreement
and the Closing Date as if such representations and warranties were made on each of the date of this Agreement and the Closing Date (except
insofar as such representations and warranties are stated to be given as of a particular date or for a particular period and relate solely
to such date or period), as follows:
The representations and warranties of
the Vendor and SNI set out in Section 3.1 shall survive the Closing and the payment of the Consideration Securities and shall continue
in full force and effect for eighteen (18) months for all matters, subject only to applicable limitation periods imposed by Law.
The Vendor acknowledges and agrees that
the Purchaser has entered into this Agreement relying on the warranties and representations, covenants and other terms and conditions
of this Agreement, provided that in no event will the Vendor have any liability to the Purchaser with respect to a breach of a representation,
covenant or other term and condition of this Agreement that the Purchaser was aware of before the Closing Time.
Representations and Warranties of The Purchaser
In order to induce the Vendor to enter
into and to consummate the transactions contemplated by this Agreement, the Purchaser represents and warrants to the Vendor as representations
and warranties that are true and correct as at the date of this Agreement and that will be true and correct on each of the date of this
Agreement and the Closing Date as if such representations and warranties were made on each of the date of this Agreement and the Closing
Date (except insofar as such representations and warranties are stated to be given as of a particular date or for a particular period
and relate solely to such date or period), as follows: