Exhibit 10.3


 


BINDING LETTER OF INTENT


 


The present document
is a Binding Letter of Intent (“Binding LOI”) between Meso Numismatics Group Inc., a Nevada corporation having its
principle place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Pubco), Global Stem Cells Group Inc. a
Florida Corporation, whose principal place of business is located at 14750 NW 77th Court,
suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity
as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred
to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in GSCG (“Transaction”)
under the following terms and conditions:


 


1. Whereas,
there are currently 50,000,000 (Fifty Million) shares of common stock, no par value, issued and outstanding in GSCG (“GSCG
Common Stock”);


 


2. Whereas,
BN is the lawful holder of 50,000,000 (Fifty Million) shares of GSCG Common Stock (“BN Shares”);


 


3. Whereas BN is the holder of
all of the issued and outstanding shares of GSCG Common Stock, representing 100% ownership in GSCG (“GSCG
Shares”).


 


4. Whereas
Pubco wishes to purchase from the Shareholder and the Shareholder wish to sell to Pubco, all of the GSCG Shares.


 


5. The
Parties agree that Pubco shall purchase from the Shareholder all of the GSCG Shares (the “Transaction”) for
an aggregate amount of shares and cash, the whole as set out in Section 9b. below.


 


6. The
Parties agree that this Binding LOI is being entered into pursuant to an Assignment and Assumption Agreement entered into by and
between the Parties on November 27, 2019 (“Assignment”).


 


7. The
Parties agree and undertake to enter into mutually agreeable definitive agreements (“Definitive Agreement”) and any
other documents necessary for the closing of the Transaction (“Closing”), within 150 days of the execution of this
Binding LOI. Such Closing shall occur at the time of the Execution of the Definitive Agreement or at such other date as is practicable
following the execution of the Definitive Agreement.


 


8. The
Parties further undertake that prior to the Closing, each of Pubco and GSCG shall have obtained all consents and approvals including,
without limitation, board of director approval and shareholder consent, as are necessary for the approval of the Transaction, and
the execution of all related documents including, without limitation, the Definitive Agreement.


 






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9. The
Definitive Agreement will incorporate the Parties’ understandings with respect to the terms of the Transaction, among other
things, the following:


 


a. Pubco
shall receive all of the GSCG Shares from the Shareholder as follows:


 


I. Pubco
shall receive all of the BN Shares from BN;


 


II. BN shall deliver to Pubco
the respective certificates representing his respective GSCG Shares upon execution of the Definitive Agreement or at such
other date as shall be specified by the Parties.


 


b. In
exchange for the GSCG Shares, Pubco shall issue the following (“Payment Shares”):


 


I.
BN shall receive:


 


a.
1,000,000 (one million) shares of Series AA (as defined in Section 10 herein below); and


 


b.
8,974 (eight thousand nine hundred and seventy four) shares of Series DD (as defined in Section 10 herein below).


 


c.
Pubco shall deliver the Payment Shares to BN upon execution of the Definitive Agreement or at such other date as shall be specified
by the Parties;


 


d.
In addition, Pubco shall pay an amount equal to $225,000 USD (two hundred and twenty-five thousand dollars US) (“Payment”)
to GSCG which may be paid in multiple tranches with the total Payment amount being paid in full at the latest upon execution of
the Definitive Agreement or at such other date as shall be specified by the Parties;


 


e.
GSCG shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed within the context of
the Closing.


 


10. Pubco
represents and warrants the following:


 


a. Other
than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other
authorized or issued classes or series of shares other than the following:


 


i. Common
Stock, of which 5,336,177 shares were issued and outstanding as at November 15, 2019, the date of Pubco’s latest filing with
the SEC;


 


ii. Series
AA Super Voting Preferred Stock (“Series AA”), of which a total of 1,050,000 shares including the Payment Shares to
be issued herein, shall be issued and outstanding at Closing;


 


iii. Series
BB Convertible Preferred Stock none of which shall be issued and outstanding at Closing;


 






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iv. Series
CC Convertible Preferred Stock of which 1,000 shall be issued and outstanding at Closing.


 


v. Series
DD Convertible Preferred Stock (“Series DD”), of which a total of 10,000 shares are authorized and all of which, including
the Payment Shares shall be issued and outstanding at Closing.


 


b. Pubco
further warrants that no changes shall be made to any of the rights and preferences of any of its series of its preferred stock
existing at the time of execution of this Binding LOI.


 


c. It
has the necessary consent, legal authority and power to enter into this Binding LOI.


 


11. GSCG
represents and warrants the following:


 


a. GSCG
has no other authorized or issued classes or series of shares other than Common Stock, of which 50,000,000 shares are currently
issued and outstanding;


 


b. No
changes shall have been made to the share capital of GSCG at the time of the consummation of the contemplated Transaction and Section
11a. herein above shall hold true as of such consummation;


 


c. It
has the necessary consent, legal authority and power to enter into this Binding LOI;


 


d. Each
of GSCG and/or BN shall not intentionally take any action that may adversely affect the financial performance and/or financial
situation of GSCG;


 


e. Shareholder
further undertakes and warrants that he shall not:


 


i. sell,
transfer, assign, offer, pledge, contract to sell, transfer or assign, sell any option or contract to purchase, purchase any option
or contract to sell, transfer or assign, grant any option or right to purchase, or otherwise transfer, assign or dispose of, directly
or indirectly, any of the assets of GSCG outside the normal scope of business and/or any portion of the GSCG Shares;


 


ii. enter
into any swap or other arrangement that transfers or assigns to another person or entity, in whole or in part, any of the economic
benefits, obligations or other consequences of any nature of ownership of any portion of the GSCG Shares;


 


12. The
Parties acknowledge that any breach by any of GSCG and/or the Shareholder of any of their respective obligations under of any of
Sections 5,6,7,8,9,11,13,16 and/or 17 and/or any subsections therein (“Sections”), shall result in irreparable damage
to Pubco. In the event of any such breach, Pubco shall be entitled to:


 






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i. An
initial penalty equal to $500,000 USD (five hundred thousand dollars US) to be paid by Shareholder and/or GSCG, in addition to
specific performance and immediate injunctive and any and all other relief, by way of monetary damages or any other remedy in equity
or at law against Shareholder and/or GSCG, its affiliates and their respective officers, employees, agents, or other representatives;


 


ii. A
reimbursement of any amounts of Payment made to GSCG; and


 


iii. A
reimbursement of any and all fees incurred by Pubco pursuant to Section 19 herein below.


 


13. The
Parties agree that Sections 14, 15, 16, 17 and 18 shall survive any termination of this Binding LOI.


 


14. Other
than what appears in the public domain, the Parties understand and agree that this Binding LOI, the terms of the Transaction and
the negotiations thereof and any other information relating to the contemplated transactions herein, are confidential and shall
not be disclosed to any third party, without the express written consent of the Parties.


 


15. The
Parties agree that Pubco shall bear the cost of all required fees associated with the contemplated Transaction, including but not
limited to legal and accounting fees, regardless of whether or not the contemplated transactions herein is consummated.


 


16. The
Parties agree that this Binding LOI shall be construed and governed by the laws of the State of Nevada. Subject to Section 17 herein
below, the Parties hereby agree to submit the resolution of any disputes or controversies relating hereto to the Courts of the
State of Nevada.


 


17. Notwithstanding
the above, in the event of any disputes and/or controversies arising out of or relating to this Binding LOI and upon mutual written
agreement by the Parties, the Parties shall submit any such disputes and/or controversies to binding arbitration in lieu of litigation,
and upon any such submission, the Parties consent to the resolution thereof by such arbitration.


 


18. Each
of Shareholder and GSCG hereby warrants and Lans Holdings Inc. hereby acknowledges that this Binding LOI along with the Assignment
represents the entire agreement between the Parties relating to the subject matter herein and that upon the execution this Binding
LOI, any and all previous agreements including the binding letter of intent and amendment thereto, entered into by and between
Lans Holdings Inc., Shareholder and GSCG, shall be null and void and of no further force and effect.


 


19. The
Parties acknowledge the binding nature of this Binding LOI and agree to be bound by the terms of this Binding LOI. This Binding
LOI may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument.


 


[SIGNATURE PAGE TO FOLLOW]


 




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IN WITNESS THEREOF, the Parties
agree on the content of this Binding LOI and, as evidence thereof, have signed this Binding LOI on this 27th day of
November, 2019.


 


	GLOBAL STEM CELLS GROUP INC.	 	MESO NUMISMATICS INC.
	 	 	 	 	 
	By:	/s/: Benito Novas	 	By :	/s/: Melvin Pereira
	 	Benito Novas, CEO	 	 	Melvin Pereira, CEO


 


	BENITO NOVAS	 	 
	 	 	 
	/s/: Benito Novas	 	 
	 	 	 
	Acknowledged by:	 	 


 


	LANS HOLDINGS INC.	 	 
	 	 	 	 
	By :	/s/: Trevor Allen	 	 
	 	Trevor Allen, CEO	 	 


 


 


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