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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act 1934
Date of Report (Date of earliest event
reported): February 29,
2024
NEMAURA MEDICAL INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
001-38355 |
|
46-5027260 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
57 West 57th Street
Manhattan, NY |
10019 |
(Address of principal executive offices) |
(Zip Code) |
|
|
|
Registrant’s telephone number, including area code: |
+1 (646) 416-8000 |
N/A
(Former name or former
address, if changed since last report) |
|
|
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On April 3, 2024, Nemaura Medical Inc. (the “Company”)
entered into an Exchange Agreement (the “Uptown Exchange Agreement”), by and among the Company, Dermal Diagnostics Limited
(“Dermal”), Trial Clinic Limited (“Trial Clinic” and collectively with the Company and Dermal, the “Borrower”),
and Uptown Capital, LLC (“Uptown”). Pursuant to the terms of the Uptown Exchange Agreement, $314,000 of the outstanding balance
under that certain secured promissory note, dated February 8, 2021, issued by the Company in favor of Uptown, would be converted into
and exchanged for 4,000,000 shares of the Company’s common stock. Such shares were issued to Uptown on April 5, 2024.
The foregoing description of the Uptown Exchange Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Uptown Exchange Agreement, a copy of which is filed
herewith as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On April 2, 2024, the Company issued 7,452,300 shares
of the Company’s common stock to Dewan F.H. Chowdhury, the Company’s Chief Executive Officer, President, Chairman of the Board,
Principal Financial Officer and Principal Accounting Officer, and a significant stockholder of the Company. Such shares were issued to
Mr. Chowdhury in lieu of payment by the Company to Mr. Chowdhury of $585,006 owed to Mr. Chowdhury for salary and bonus. The issuance
was approved by the Company’s Board of Directors (the “Board”).
In addition, as disclosed in Item 1.01 hereof, on
April 5, 2024, the Company issued 4,000,000 shares of the Company’s common stock to Uptown.
The Company claims an exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement of the equity securities
pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transactions
did not involve a public offering, the recipients acquired the securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.
Following the above issuances, as of April 5, 2024,
the Company had 40,351,702 shares of common stock issued and outstanding.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 29, 2024, each of Salim Natha and Bashir
Timol resigned his position as a member of the Company’s Board. The resignations were not because of a disagreement with the Company
any matter relating to the Company’s operations, policies or practices. On February 29, 2024, the Board appointed each of Dr. Ruhksana
Qayyum and Asim Butt to fill the Board vacancies created by the resignations of Messrs. Natha and Timol.
Dr. Qayyum, age 58, brings a wealth of expertise in
inorganic, organic, and physical chemistry, specializing in organometallic chemistry, and has served as a distinguished Research Scientist
and Director at AF ChemPharm Ltd since 2000. With a robust background in academic research, she held the position of BP Lecturer/Researcher
at the University of Sheffield, focusing on polymer-supported carbonylation catalysts. Notably, she conducted postdoctoral research at
Queen's University, Canada, on homogeneous catalysis, enhancing her insights into olefin polymerization by Group IV metal complexes. Throughout
her career, she has published extensively, with 26 journal papers and six conference articles, and she holds three patents (one pending).
Her leadership has been instrumental in securing research grants and managing multi-disciplinary projects, emphasizing her strategic acumen
and collaborative prowess. With a proven track record in academia and industry, her diverse skill set and innovative research approach
promise to bring fresh perspective and valuable experience to the Board.
Mr. Butt, age 51, brings more than 28 years of international
business experience within the financial services sector, encompassing roles from program management and financial technology architectures
to sales and strategic client relationship development. With over 18 years dedicated to business development within financial services,
Mr. Butt has operated across a wide range of client portfolios from fintechs to Country Manager for Ireland. In recent years, he has taken
on significant responsibilities as the Global Head of Impact and Philanthropy for Swift UK & Ireland Ltd. (2021 to present), and Head
of Ireland. Mr. Butt has an MBA from Henley Management College, UK, and a BSc in Computer Science from Coventry University, UK, underpinning
his professional achievements with a solid educational foundation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of
the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
NEMAURA MEDICAL INC. |
|
|
Date:
April 10, 2024 |
By: |
/s/ Dewan F.H. Chowdhury |
|
|
Dewan F.H. Chowdhury Chief Executive Officer |
Exhibit 10.1
Exchange Agreement
Dated as of April 3, 2024
This Exchange Agreement (together
with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the
“Closing Date”) by and between Nemaura Medical Inc., a Nevada corporation (the “Company”), Dermal Diagnostics
Limited, an England and Wales corporation (“Dermal Diagnostics”), Trial Clinic Limited, an England and Wales corporation (“Trial
Clinic”, and together with Dermal Diagnostics and the Company, “Borrower”) and Uptown Capital, LLC, a Utah limited liability
company (the “Investor”). Each of the Borrower and Investor may be referred to herein collectively as the “Parties”
and separately as a “Party.”
WHEREAS, the Parties are
all of the Parties to that certain Note Purchase Agreement, dated as of February 8, 2021 (the “NPA”), pursuant to which the
Borrower sold and issued to the Investor the Secured Promissory Note in the form as attached thereto as Exhibit A (the “Note”),
which Note memorializes all amounts loaned to the Borrower by the Investor pursuant to the Transaction Documents (as defined in the NPA);
and
WHEREAS, the Parties now
desire to enter into this Agreement pursuant to which a portion of the Outstanding Balance (as defined in the Note), being the sum of
$314,000 (the “Converted Indebtedness”) shall be converted into and exchanged for shares of common stock, par value $0.001
per share, of the Borrower (the “Common Stock”), in reliance upon the exemption from registration provided by the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”);
NOW THEREFORE, on the stated premises
and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be
derived herefrom, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the Parties hereby agree as follows:
Article
I. Definitions and Interpretation
Section 1.01 Definitions.
In addition to the other terms defined herein, the following terms, as used herein, have the following meanings:
| (a) | “Authority” means any governmental, regulatory or administrative body, agency or authority,
any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national,
Federal, state, or local. |
| (b) | “Enforceability Exceptions” means (a) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar Laws of general application affecting enforcement of creditors’ rights generally
and (b) general principles of equity. |
| (c) | “Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance,
code, rule, or regulation. |
| (d) | “Person” means an individual, corporation, partnership (including a general partnership, limited
partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including
a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof. |
Section 1.02
Interpretive Provisions.Section Unless the express context otherwise requires (i) the words “hereof,” “herein,”
and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not
to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural,
and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific
Section, Subsection or Recital shall refer, respectively, to Sections, Subsections or Recitals of this Agreement; (v) wherever the word
“include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed
by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references
herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns;
provided, however, that nothing contained herein is intended to authorize any assignment or transfer not otherwise permitted by this
Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;
(ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented
or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the
word “from” means “from and including” and the words “to” and “until” each means “to
but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted,
supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed
also to refer to all rules and regulations promulgated thereunder.
Article
II. Conversion and Exchange
Section 2.01 Conversion
and Exchange.
| (a) | On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Converted
Indebtedness shall be deemed converted into and exchanged for a number of shares of Common Stock equal to (i) the amount of the Converted
Indebtedness, divided by (ii) $0.0785, therefore resulting in the issuance of 4,000,000 shares of Common Stock (the “Shares”),
and the Outstanding Balance pursuant to the Note and the Transaction Documents shall be automatically reduced by an amount equal to the
amount of the Converted Indebtedness. |
| (b) | Promptly following the recordation of the Investor as the beneficial owner of the Shares, the Converted
Indebtedness shall be automatically repaid in full and and the Outstanding Balance pursuant to the Note and the Transaction Documents
shall be automatically reduced by an amount equal to the amount of the Converted Indebtedness. The Investor agrees that the issuance of
the Shares to the Investor shall constitute full and complete satisfaction of repayment with respect to the Converted Indebtedness. |
| (c) | The Parties intend that the Exchange is being made in reliance upon the exemption from registration provided
by Section 3(a)(9) of the Securities Act and the Parties agree not to take any position contrary thereto. |
Section 2.02
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing
Date simultaneously with the execution and delivery of this Agreement by remote exchange of electronic documents.
Section 2.03
Additional Documents. At and following the Closing, the Parties shall execute, acknowledge, and deliver (or shall ensure
to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions,
rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items
as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated
hereby.
Section 2.04
Taxes. Investor will pay all income, gain, sales, use, value added, transfer, stamp, registration, documentary, excise,
real property transfer or gains, or similar taxes incurred as a result of the transactions contemplated by this Agreement with respect
to Investor.
Article III.
Representations and Warranties of the Investor
As an inducement to, and to obtain
the reliance of the Borrower, Investor represents and warrants to the Borrower as of the Closing Date as follows:
Section 3.01
Existence and Power. Investor is limited liability company, duly formed and in good standing under the laws of the State
of Utah, and has the full power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities
to carry on its business in all material respects as it is now being conducted and to enter into this Agreement and fulfill its obligations
herein.
Section 3.02 No Conflict; Due Authorization. The execution
and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, if Investor is an entity,
violate any provision of the formation or organizational documents of the Investor as in effect on the Closing Date (the “Investor
Organizational Documents”). The Investor has taken all action required by Law, the Investor Organizational Documents, or otherwise
to authorize the execution and delivery of this Agreement, and the Investor has full power, authority, and legal right and has taken all
action required by Law, the Investor Organizational Documents or otherwise to consummate the transactions herein contemplated.
Section 3.03
Valid Obligation. This Agreement and all agreements and other documents executed by Investor in connection herewith constitute
the valid and binding obligations of Investor, enforceable in accordance with its or their terms, except as may be limited by the Enforceability
Exceptions
Section 3.04
Governmental Authorization. Neither the execution,
delivery nor performance of this Agreement by Investor requires any consent, approval, license or other action by or in respect of, or
registration, declaration or filing with any Authority.
Section 3.05
Title to and Issuance of Note. Investor is the record and beneficial owner and holder of the Note free and clear of any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting
agreement or proxy, including any agreement to give any of the foregoing. No part of the Note is subject to pre-emptive or similar rights
and Investor does not have any pre-emptive rights or similar rights to purchase or receive any interest in the Note. Investor has the
power and authority to convert and exchange the Converted Indebtedness as contemplated pursuant to the terms of this Agreement.
Section 3.06 Broker’s, Finder’s or Similar
Fees. There are no brokerage commissions, finder’s fees or similar fees or commissions payable by Investor in connection with
the transactions contemplated hereby based on any agreement, arrangement or understanding with Investor or any action taken by Investor.
Section 3.07 Investment
Representations.
| (a) | Investment Purpose. Investor understands and agrees that the consummation of this Agreement including
the delivery of the Shares to Investor, as contemplated hereby constitutes the offer and sale of securities under the Securities Act and
applicable state statutes and that the Shares are being acquired for Investor’s own account and not with a present view towards
the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act. |
| (b) | Investor Status. Investor is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D (an “Accredited Investor”) promulgated under the Securities Act. Investor
has been furnished with all documents and materials relating to the business, finances and operations of the Borrower and its subsidiaries
and information that Investor requested and deemed material to making an informed decision regarding this Agreement and the underlying
transactions. |
| (c) | Reliance on Exemptions. Investor understands that the Shares are being offered and sold to the
Investor in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and
that the Borrower is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions
and the eligibility of the Investor to acquire the Shares. |
| (d) | Information. Investor and Investor’s advisors, if any, have been furnished with all materials
relating to the business, finances and operations of the Borrower and materials relating to the offer and sale of the Shares which have
been requested by Investor or its advisors. Investor and Investor’s advisors, if any, have been afforded the opportunity to ask
questions of the Borrower. Investor has received and reviewed the filings and reports made or filed by the Borrower with the Securities
and Exchange Commission, including, without limitation, the risk factors as set forth therein. Investor understands that Investor’s
investment in the Shares involves a significant degree of risk. The Investor represents and warrants that the Investor (i) can bear the
economic risk of the Investor’s respective investments, and (ii) possesses such knowledge and experience in financial and business
matters that the Investor is capable of evaluating the merits and risks of the investment in the Borrower and the Shares. The Investor
acknowledges that Investor has carefully reviewed such information as the Investor has deemed necessary to evaluate an investment in the
Borrower and the Shares. |
| (e) | Governmental Review. Investor understands that no United States federal or state agency or any
other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. The Investor further
acknowledges that neither the Securities and Exchange Commission nor the securities regulatory body of any other jurisdiction, has received,
considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. |
| (f) | Transfer or Resale. Investor understands that (i) the sale or re-sale of the Shares has not been
and is not being registered under the Securities Act or any applicable state securities Laws, and the Shares may not be transferred unless
(a) the Shares are sold pursuant to an effective registration statement under the Securities Act, (b) Investor shall have delivered
to the Borrower, at the cost of Investor, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel
in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration, which opinion shall be accepted by the Borrower, (c) the Shares are sold or transferred to an “affiliate”
(as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of Investor who agree to
sell or otherwise transfer the Shares only in accordance with this Section 3.07 and who is an Accredited Investor, (d) the Shares are
sold pursuant to Rule 144, or (e) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation
S”), and Investor shall have delivered to the Borrower, at the cost of Investor, an opinion of counsel that shall be in form, substance
and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Borrower; (ii) any sale
of such Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not
applicable, any re-sale of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed
to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities
Act or the rules and regulations of the SEC thereunder; and (iii) neither the Borrower nor any other person is under any obligation to
register such Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption
thereunder (in each case). |
| (g) | Legends. Investor understands that the Shares, until such time as the Shares have been registered
under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as
of a particular date that can then be immediately sold, the Shares may bear a standard Rule 144 legend and a stop-transfer order may be
placed against transfer of the certificates for such Shares, and that any certificate representing the Shares shall be endorsed with the
following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities Laws: |
“THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TOGETHER WITH THE RULES AND REGULATIONS
THEREUNDER, THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”
| (h) | Removal. The legend(s) referenced in Section 3.07(g) shall be removed and the Borrower shall issue
a certificate without such legend to the holder of any Shares upon which it is stamped, if, unless otherwise required by applicable state
securities Laws, (a) the Shares are registered for sale under an effective registration statement filed under the Securities Act or otherwise
may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can
then be immediately sold, or (b) such holder provides the Borrower with an opinion of counsel, in form, substance and scope customary
for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Shares may be made without registration
under the Securities Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected. Investor agrees to
sell all Shares, including those represented by a certificate(s) from which the legend has been removed, only in compliance with applicable
prospectus delivery requirements, if any. |
Article IV.
Representations and Warranties of the Borrower
As an inducement to, and
to obtain the reliance of the Investor, the Company represents and warrants to the Investor as of the Closing Date as follows:
Section 4.01
Organization. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the
State of Nevada and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public
authorities to carry on its business in all material respects as it is now being conducted.
Section 4.02 No Conflict; Due Authorization. The execution
and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision
of the Articles of Incorporation and Bylaws of the Company as in effect on the Closing Date (the “Organizational Documents”).
The Company has taken all action required by Law, the Organizational Documents, or otherwise to authorize the execution and delivery of
this Agreement, and the Company has full power, authority, and legal right and has taken all action required by Law, the Organizational
Documents or otherwise to consummate the transactions herein contemplated.
Section 4.03 Valid Obligation. This Agreement and
all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligation of the Company,
enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.
Section 4.04
Governmental Authorization. Neither the execution and delivery nor performance of this Agreement by the Company requires
any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.
Section 4.05
Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement
by the Company and has approved this Agreement and the transactions contemplated hereby.
Section 4.06 Broker’s, Finder’s or Similar
Fees. There are no brokerage commissions, finder’s fees or similar fees or commissions payable by the Borrower in connection
with the transactions contemplated hereby based on any agreement, arrangement or understanding with the Borrower or any action taken by
the Borrower.
Article
V. Miscellaneous
Section 5.01
Governing Law; Jurisdiction; Waiver of Jury Trial.
| (a) | This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or
arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and
contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural
laws of the State of Utah, in each case as in effect from time to time and as the same may be amended from time to time, and as applied
to agreements performed wholly within the State of Utah. |
| (b) | each Party agrees that all legal proceedings concerning this Agreement
shall be commenced in the state and federal courts OF THE STATE OF CALIFORNIA OR THE COURTS OF THE UNITED STATES OF AMERICA, IN
EACH CASE LOCATED IN LAKE COUNTY, UTAH (the “Selected Courts”). Each Party hereto
hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the rights of a
Party under this AGREEMENT, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for
such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by applicable law. |
| (c) | TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS Section 5.01(c). |
| (d) | The provisions of Section 8.1 (Arbitration of Claims), Section 8.3 (Specific Performance), Section 8.9
(No Reliance), Section 8.14 (Further Assurances), Section 8.15 (Rights and Remedies Cumulative), Section 8.16 (Attorneys’ Fees and
Cost of Collection), Section 8.17 (Waiver) and Section 8.19 (Time is of the Essence) of the NPA are each hereby incorporated into this
Agreement by reference and shall apply to this Agreement as though fully set forth herein, provided that any references therein to the
“Agreement” shall be deemed a reference to this Agreement. |
Section 5.02 Notices.
All notices and other communications hereunder shall be in writing and shall be in writing and shall be given in accordance with the provisions
of the NPA.
Section 5.03
Third Party Beneficiaries. This contract is strictly between the Parties and, except as specifically provided herein, no
other Person and no director, officer, stockholder, employee, agent, independent contractor or any other Person shall be deemed to be
a third-party beneficiary of this Agreement.
Section 5.04
Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including
legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated hereby.
Section 5.05 Entire
Agreement. This Agreement and the other Transaction Documents and the other documents referenced herein and therein represent the
entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations,
written or oral, with respect to such subject matter. This Agreement shall be a “Transaction Document” for purposes of the
NPA and the other Transaction Documents.
Section 5.06
Amendment; Remedies. This Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms,
covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties.
If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement
is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be
consummated as originally contemplated to the fullest extent possible. Notwithstanding anything else contained herein, no Party shall
seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal
theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto
or arising in connection herewith.
Section 5.07
Arm’s Length Bargaining; No Presumption Against Drafter.
This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having
had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement
creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor
of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which
Person might have drafted this Agreement or such provision.
Section 5.08
Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of
the Parties.
Section 5.09
No Assignment or Delegation. No Party may assign
any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written
consent of all of the Parties and any purported assignment or delegation without such consent shall be void, in addition to constituting
a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.
Section 5.10
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all
of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signatures Appear on Following Page]
IN WITNESS WHEREOF, the
Parties have executed this Agreement as of the Closing Date.
Nemaura Medical Inc.
By: /s/
Dewan F.H. Chowdhury_____
Name:Dewan
F.H. Chowdhury
Title:Chief
Executive Officer
Dermal Diagnostics
Limited
By: /s/
Dewan F.H. Chowdhury_____
Name:Dewan
F.H. Chowdhury
Title:Chief
Executive Officer
Trial Clinic
Limited
By: /s/
Dewan F.H. Chowdhury_____
Name:Dewan
F.H. Chowdhury
Title:Chief
Executive Officer
Uptown Capital,
LLC
By: /s/
John M. Fife________________
Name:John
M. Fife
Title:President
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Nemaura Medical (NASDAQ:NMRD)
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Nemaura Medical (NASDAQ:NMRD)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024