Share Purchase Agreement Term Sheet

December 17, 2020

An essential distinction should be made between buying shares and buying assets. An investment transaction includes the purchase or sale of some or all of a company`s assets, such as. B equipment, inventory, real estate, contracts or leases. Buying assets can be beneficial because it allows a buyer to selectively reorient himself with the assets he buys. In addition, the acquisition of assets allows an acquirer to acquire ownership of a business without the liabilities that would accompany the assets when buying shares. In the case of the purchase of assets, a significant SD is still required, especially with regard to the ownership of these assets and the rights of pawn. The completion of a stock or asset acquisition depends on many considerations and the objectives of the purchaser. Given the significant commitment of the transaction, the seller`s owners give the buyer a 45-day exclusivity period during which the terms of the transaction are concluded and the final agreements executed, starting from the date of execution of this term sheet. This period is extended by an additional 30 days after the initial 45-day period if the transaction progresses well on that date and is reasonably likely to close. During the exclusivity period, the seller`s shareholders do not induce or authorize the seller or his employees, directors, directors, shareholders, representatives or consultants to submit a proposal or offer from an individual or entity (except the purchaser) in connection with an acquisition transaction (as defined below); or (ii) any discussion or negotiation of information concerning: , to attend or participate in other actions or attempts by a natural or legal person or an organization to attend or participate in any other way information about these persons.

“acquisition transaction,” one of the following options in which the seller (or any other entity holding an asset used in the seller) or any other entity holding an asset in the sale, or any of its activities, holds a stake: (a) any merger, consolidation, stock exchange, takeover, business combination or other similar transaction; (b) any sale, lease, exchange, transfer or other disposal of any of the seller`s assets or any of its activities (except in the context of normal transactions in accordance with previous practice), or shares in the share capital or in a stake in a company holding assets used in the seller or in one of its entities in a single transaction or series of transactions. 100,000.00 Bridge Loans to NGH: $50,000 to NGH for the execution and financing of each element of the binding term sheet by NGH, including the share purchase agreement, the Venture Debt Purchase Agreement and the Carve-out Agreement; $50,000 in the event of physical delivery of newly issued NXGH shares and option agreement within 2 business days of the signing of this agreement. 10. All parties to this agreement guarantee and assure that no investment banker or broker or other intermediary has facilitated the transaction under this agreement and is not entitled to a commission or commission related to that transaction. All parties to this agreement compensate and hold all other parties to this agreement unscathed and unscathed with respect to the rights to brokerage fees or other commissions that may be made by a party related to this agreement.

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