INTELLECTUAL PROPERTY LICENSE AGREEMENT
Technology Alternatives, Inc.
Dendo Global Corp.
August 20, 2004
This Intellectual Property License Agreement ("Agreement") is entered into
August 20, 2004 (the "Execution Date") between Technology Alternatives, Inc., an
Illinois corporation ("Licensor"), and Dendo Global Corp., a Nevada corporation
("Licensee").
Licensor owns that certain intellectual property set forth in SCHEDULE A,
attached hereto and incorporated by reference herein, which intellectual
property includes, without limitation, all listed hardware, software,
copyrights, trademarks and other intellectual property (the "Intellectual
Property"), and United States Patent No: 6,587,441, a description of which is
attached hereto as EXHIBIT A, registered in Licensor's name and filed with the
United States Patent Trademark Office ("USPTO") on or around August 24, 1999
(the "Patent")1 (collectively the Intellectual Property and the Patent shall be
referred to as herein as the "IP"), and wishes to grant a license to the IP to
the Licensee in exchange for shares of the common stock of Licensee.
Accordingly, the parties agree as follows:
1. License2.
1.1 Grant. Licensor hereby grants to Licensee a worldwide, exclusive,
fully paid, license to the IP including all rights to make, use, offer to sell,
sell, and import, exploit, update, enhance, fix, maintain, sublicense to
third-party end users and adapt the IP ("Use") as Licensee, in its sole
discretion, deems appropriate. Licensee acknowledges that its utilization of the
IP will not create in it, nor will it represent it has, any right, title, or
interest in or to such IP other than the licenses expressly granted herein. In
reference to the Patent, Licensor grants to Licensee a paid up (excepting only
the payments expressly contemplated under this Agreement), exclusive,
nontransferrable, perpetual, royalty free license to make, have made, use, sell,
offer for sale, and import products that would otherwise infringe the Patent.
Licensor, within the Licensor Grant Back Fields of Use (defined in Section 1.2
below), may, at its sole discretion, market, and license the IP under names and
tradenames of its own choosing, and may develop updated and modified versions
and derivative works of the IP without attribution of authorship to Licensee.
Licensor shall own, subject to the Licensor Grant Back Fields of Use, all rights
and title, including copyrights, in and to updated and modified versions of
derivative works of the IP without requiring permission from Licensee, and
without incurring payment obligations to Licensee. Licensor may market the
defined Licensor Grant Back Fields of Use IP in whatever manner and at whatever
prices it deems fit.
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1 The "Patent" also includes any extensions, continuations,
continuations-in-part, divisions, reissues, and foreign equivalents of U.S.
Patent 6,587,441.
2 The license granted pursuant to this Section 1 shall be referred to as the
"License".
1.2 Grant Back. Licensee hereby grants back to Licensor a fully-paid
non-exclusive right to use the IP in three (3) specific fields of use, namely
banking, transportation, and healthcare and all necessary tools (i.e., generic
routines, subroutines, test equipment, jigs, vendor samples, software for
testing, or other related use, graphics, displays, documentation, programs,
methods and/or algorithms which define functionality unique to the IP)
("Licensor Grant Back Fields of Use").
PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A
REPRESENTATION OR WARRANTY BY LICENSOR OF THE VALIDITY OF ANY OF THE PATENTS OR
IMPROVEMENTS. LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY
OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR
NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER
LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON, ARISING OUT
OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE, OR SALE OF
ANY APPARATUS OR PRODUCT, OR THE PRACTICE OF THE PATENTS OR IMPROVEMENTS; OR (B)
ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE
FOREGOING, AND LICENSEE SHALL HOLD LICENSOR, AND ITS OFFICERS, AGENTS, OR
EMPLOYEES, HARMLESS IN THE EVENT LICENSOR, OR ITS OFFICERS, AGENTS, OR
EMPLOYEES, IS HELD LIABLE.
1.2 Term of License
The initial term of the License shall commence on the Closing and extend
for six (6) months from the date thereof (the "Initial Term"). At the expiration
of the Initial Term, this Agreement shall be automatically extended for
additional six (6) month terms unless and until terminated by mutual written
agreement of the Licensor and Licensee (the "Term").
1.3 Right to Sublicense.
Licensee shall have the right to market and grant sublicenses
("Sublicenses") to the IP to a sublicensee ("Sublicensee").
2. Delivery. Licensor shall deliver to Licensee the IP, and copies of all
documents relating thereto including, without limitation, copies of copyright
and trademark registrations and copies of the patent prosecution history file
for the Patent, and all pending and all final issued patents and patent claims
contained therein in any jurisdiction on a schedule to be determined by the
parties.
3. Consideration. Licensor shall receive, in consideration for the License
granted herein and in consideration of the performance of every term, obligation
and condition required to be performed hereunder, Four Million (4,000,000)
validly issued, fully-paid and nonasseable shares of Licensee's common stock
(the "Shares"). As additional consideration for the License granted hereunder,
Licensee shall issue the Additional Shares (defined in Section 10.9.8 below) to
the nominees identified by Licensor. Licensee shall issue the Shares and the
Additional Shares within ten (10) days of the Closing (defined in Section 4
below) (the "Effective Date"). Licensee shall receive, in partial consideration
for entering into this transaction, a non-refundable cash payment in the amount
of $100,000 (the "Cash Payment") which shall be paid by Licensor to Licensee
prior to the Closing (defined below).
4. Closing. Unless this Agreement shall have been terminated and the License
herein contemplated shall have been abandoned pursuant to the terms of this
Agreement and subject to the satisfaction or waiver of the Closing Conditions
and Conditions Precedent to Licensor's Obligations (defined in Section 10
below), the consummation of the License shall take place as promptly as
practicable (and in any event within three (3) business days) after satisfaction
or waiver of the Closing Conditions and delivery of all the Licensor Closing
Documents (defined in Section 6 below) and the Licensee Closing Documents
(defined in Section 5 below), at a closing (the "Closing") to be held at the
offices of The ▇▇▇▇ Law Group, PLLC, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by
Licensor and Licensee.
5 Licensee Closing Documents. At the Closing, Licensee shall deliver or cause to
be delivered to Licensor the following documents (collectively, the "Licensee
Closing Documents"):
5.1 Certificates Representing the Shares and the Additional Shares. One or
more stock certificates representing ownership of the Shares and the Additional
Shares, which certificates shall be held and released pursuant to Section 14.15;
5.2 Reserved;
5.3 Licensee Officer's Certificate. A certificate dated as of the Closing
executed by a duly authorized officer of Licensee certifying that all necessary
actions have been taken by Licensee's shareholders and directors to authorize
the transactions contemplated by this Agreement and that all representations and
warranties made by Licensee in this Agreement are complete and correct in all
material respects as of the Closing as if made on the Closing;
5.4 Resolutions. Copies of signed resolutions of the board of directors of
Licensee approving the following corporate actions by the Licensee:
5.4.1 the approval of the License and consummation of this Agreement;
5.4.2 approving the issuance by Licensee at Closing of the Shares and the
Additional Shares;
5.5 The Indemnification Agreement in a form reasonably agreed to by the
parties;
5.6 Licensee Officer's Certificate Regarding Corporate Documents. A
certificate dated as of the Closing executed by a duly authorized officer of
Licensee certifying that all minute books relating to meetings and actions of
the Lesses's Board of Directors and shareholders have been delivered to
Licensor; and
5.7 Other Documents and Instruments. Such other documents and instruments
as Licensor's counsel may deem to be necessary or advisable to effect the
transactions contemplated by this Agreement.
6. Licensor Closing Documents. At the Closing, Licensor shall deliver or cause
to be delivered to Licensee the following documents (collectively, the "Licensor
Closing Documents"):
6.1 Reserved;
6.2 Licensor Officer's Certificate. A certificate dated as of the Closing
executed by a duly authorized officer of Licensor certifying that all necessary
actions have been taken by Licensor's shareholders and directors to authorize
the transactions contemplated by this Agreement and that all representations and
warranties made by Licensor in this Agreement are complete and correct in all
material respects as of the Closing as if made on the Closing;
6.3 Resolutions. Copies of signed resolutions of the board of directors of
Licensor approving the License and execution of this Agreement;
6.4 Investment Letters. Investment Letters in the form reasonably
requested by Licensee executed by each person and entity that is receiving
Shares and/or Additional Shares at Closing;
6.5 Indemnification Agreement. The Indemnification Agreement in a form
reasonably agreed to by the parties; and
6.6 Other Documents and Instruments. Such other documents and instruments
as Licensee's counsel may deem to be necessary or advisable to effect the
transactions contemplated by this Agreement.
7. Representations and Warranties of Licensee and the Warranting Shareholder to
Licensor.
▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Warranting Shareholder"), and Licensee, jointly and
severally represent and warrant to Licensor that the statements contained in
this Section 7 are correct and complete as of the date of this Agreement.
7.1 Organization. Licensee is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada. Licensee
has all the requisite power and authority to own, lease and operate all of its
properties and assets and to carry on its business as currently conducted and as
proposed to be conducted. Licensee is duly licensed or qualified to do business
and is in good standing in each jurisdiction in which the nature of the business
conducted by it makes such licensing or qualification necessary and where the
failure to be so qualified would, individually or in the aggregate, have a
material adverse effect ("Material Adverse Effect") upon it.
7.2 Authorization of Transaction. Licensee and the Warranting Shareholder
have full power and authority to execute and deliver this Agreement and the
Licensee Closing Documents and to perform all obligations hereunder and
thereunder. This Agreement constitutes, and the Licensee Closing Documents will
constitute, the valid and legally binding obligation of Licensee and the
Warranting Shareholder, enforceable in accordance with their respective terms
and conditions.
7.3 Capitalization. The authorized capital stock of Licensee consists of
50,000,000 shares of common stock, par value $.001, of which 28,875,000 shares
are issued and outstanding, and 5,000,000 shares of preferred stock, par value
$.001, none of which are issued and outstanding. All issued and outstanding
shares of Licensee stock have been duly authorized and validly issued, and are
fully paid and nonassessable. All of the outstanding shares of common stock (and
options to purchase common stock) and other outstanding securities of Licensee
have been duly and validly issued in compliance with federal and state
securities laws. There are no outstanding or authorized subscriptions, options,
warrants, plans or, except for this Agreement and as contemplated by this
Agreement, other agreements or rights of any kind to purchase or otherwise
receive or be issued, or securities or obligations of any kind convertible into,
any shares of capital stock or other securities of Licensee, and there are no
dividends which have accrued or been declared but are unpaid on the capital
stock of Licensee. There are no outstanding or authorized stock appreciation,
phantom stock or similar rights with respect to Licensee. The Shares and the
Additional Shares, when issued at Closing against the consideration described
herein, will be duly authorized and validly issued, fully paid and
nonassessable. The Shares and the Additional Shares when issued at Closing will
not be subject to any preemptive rights or other similar restrictions.
7.3.1 Shares held by the Warranting Shareholder. As of the Execution
Date, the Warranting Shareholder holds Fifteen Million (15,000,000) shares of
the common stock of Licensee, which shares comprise a "majority" of the issued
and outstanding shares of Licensee for voting purposes and which shares comprise
no less than 51% of the issues and outstanding shares of Licensee.
7.4 Subsidiaries. Licensee does not own, directly or indirectly, any
capital stock or other equity interest in any corporation, partnership or other
entity.
7.5 Reserved.
7.6 Noncontravention. Neither the execution and the delivery of this
Agreement or the Licensee Closing Documents, nor the consummation of the
transactions contemplated hereby or thereby, by Licensee or the Warranting
Shareholder will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which Licensee or such Warranting
Shareholder is subject, or (ii) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the right to
accelerate, terminate modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
Licensee or such Warranting Shareholder is a party or by which Licensee or such
Warranting Shareholder is bound or to which Licensee or any of such Warranting
Shareholder's assets is subject. Neither Licensee nor any Warranting Shareholder
needs to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order for the
parties to consummate the transactions contemplated by this Agreement.
7.7 SEC Filings and Financial Statements.
7.7.1 To the knowledge of Licensee and Warranting Shareholder,
Licensee has filed with the SEC and made available to Licensor or its
representatives all forms, reports and documents required to be filed by
Licensee with the SEC since March 31, 2001 (collectively, the "Licensee SEC
Reports"). To the knowledge of Licensee and Warranting Shareholder, the Licensee
SEC Reports (i) at the time filed, complied in all material respects with the
applicable requirements of the 33 Act and the 34 Act, as the case may be, and
(ii) did not at the time they were filed (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing)
contain any untrue statement of a material fact or omit to state a material fact
required to be stated in such Licensee SEC Reports or necessary in order to make
the statements in such Licensee SEC Reports, in the light of the circumstances
under which they were made, not misleading.
7.7.2 To the knowledge of Licensee and Warranting Shareholder, each
of the financial statements (including, in each case, any related notes)
contained in the Licensee SEC Reports, including any Licensee SEC Reports filed
after the date of this Agreement until the Closing, complied or will comply as
to form in all material respects with the applicable published rules and
regulations of the SEC with respect thereto, was prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes to such
financial statements or, in the case of unaudited statements, as permitted by
Form 10-Q or Form 10-QSB of the SEC) and fairly presented the consolidated
financial position of Licensee at the respective dates and the results of its
operations and cash flows for the periods indicated, except that the unaudited
interim financial statements were or are subject to normal and recurring
year-end adjustments which were not or are not expected to be material in
amount.
7.8 Absence of Material Change. Since June 30, 2004, there has been no
change in the business, operations, financial condition or liabilities of
Licensee as stated in the Form 10-QSB filed by Licensee on August 16, 2004 with
the SEC that would result in a Material Adverse Effect to Licensee.
7.9 Litigation. There are no actions, suits, claims, inquiries,
proceedings or investigations before any court, tribunal, commission, bureau,
regulatory, administrative or governmental agency, arbitrator, body or authority
pending or, to the knowledge of such Warranting Shareholder, threatened against
Licensee which would reasonably be expected to result in any liabilities,
including defense costs, in excess of $1,000 U.S. in the aggregate. Licensee is
not the named subject of any order, judgment or decree and is not in default
with respect to any such order, judgment or decree.
7.10 Taxes and Tax Returns. Licensee has timely and correctly filed tax
returns and reports (collectively, "Returns") required by applicable law to be
filed (including, without limitation, estimated tax returns, income tax returns,
excise tax returns, sales tax returns, use tax returns, property tax returns,
franchise tax returns, information returns and withholding, employment and
payroll tax returns) and all such returns were (at the time they were filed)
correct in all material respects, and have paid all taxes, levies, license and
registration fees, charges or withholdings of any nature whatsoever reflected on
such Returns to be owed and which have become due and payable except for any
that is being contested in good faith. Any unpaid U.S. Federal income taxes,
interest and penalties of Licensee do not exceed $5,000 U.S. in the aggregate.
7.11 Employees. Licensee has no salaried employees.
7.12 Compliance with Applicable Law.
7.12.1 Licensee holds all licenses, certificates, franchises,
permits and other governmental authorizations ("Permits") necessary for the
lawful conduct of its business and such Permits are in full force and effect,
and Licensee is in all material respects complying therewith, except where the
failure to possess or comply with such Permits would not have, in the aggregate,
a Material Adverse Effect on Licensee.
7.12.2 Licensee is and for the past three years has been in
compliance with all foreign, federal, state and local laws, statutes,
ordinances, rules, regulations and orders applicable to the operation, conduct
or ownership of its business or properties except for any noncompliance which is
not reasonably likely to have, in the aggregate, a Material Adverse Effect on
Licensee.
7.13 Contracts and Agreements. Licensee is not a party to or bound by any
commitment, contract, agreement or other instrument which involves or could
involve aggregate future payments by Licensee of more than $1,000 U.S., (ii)
Licensee is not a party to or bound by any commitment, contract, agreement or
other instrument which is material to the business, operations, properties,
assets or financial condition of Licensee, and (iii) no commitment, contract,
agreement or other instrument, other than charter documents, to which Licensee
is a party or by which Licensee is bound, limits the freedom of Licensee to
compete in any line of business or with any person. Licensee is not in default
on any contract, agreement or other instruments.
7.14 Affiliate Transactions.
7.14.1 With the exception of the transaction(s) described in Section
7.14.3, Licensee has not engaged in, and is not currently obligated to engage in
(whether in writing or orally), any transaction with any Affiliated Person (as
defined below) involving aggregate payments by or to Licensee of $1,000 U.S. or
more.
7.14.2 For purposes of this Section 4.14, "Affiliated Person" means:
(a) a director, executive officer or Controlling Person (as
defined below) of Licensee;
(b) a spouse of a director, executive officer or Controlling
Person of Licensee;
(c) a member of the immediate family of a director, executive
officer, or Controlling Person of Licensee who has the same home as such person;
(d) any corporation or organization (other than Licensee) of
which a director, executive officer or Controlling Person of Licensee is a chief
executive officer, chief financial officer, or a person performing similar
functions or is a Controlling Person of such other corporation or organization;
(e) any trust or estate in which a director, executive
officer, or Controlling Person of Licensee or the spouse of such person has a
substantial beneficial interest or as to which such person or his spouse serves
as trustee or in a similar fiduciary capacity; and
(f) for purposes of this Section 7.14, "Controlling Person"
means any person or entity which, either directly or indirectly, or acting in
concert with one or more other persons or entities owns, controls or holds with
power to vote, or holds proxies representing ten percent or more of the
outstanding common stock or equity securities.
7.14.3 Licensee intends to make distributions of up to $100,000 to
certain directors, executive officers, Controlling Persons and certain creditors
of Licensee in connection with satisfying all the liabilities of Licensee prior
to the Closing, the cancellation of certain shares and payment of other amounts.
None of the Cash Payment will be available to Licensee after the Closing.
7.15 Limited Representations and Warranties. Except for the
representations and warranties of the Licensor expressly set forth herein,
Licensee has not relied upon any representation and warranty made by or on
behalf of Licensor in making its determination to enter into this Agreement and
consummate the transactions contemplated by this Agreement.
7.16 Disclosure. No representation or warranty made by a Warranting
Shareholder contained in this Agreement, and no statement contained in the
Schedules delivered by Licensee and the Warranting Shareholder hereunder,
contains any untrue statement of a material fact or omits any material fact
necessary in order to make a statement herein or therein, in light of the
circumstances under which it is made, not misleading.
7.17 Title to Property.
7.17.1 Real Property. Licensee does not own or lease, directly or
indirectly, any real property.
7.17.2 Environmental Matters. Licensee does not have any financial
liability under any environmental laws.
7.18 Personal Property. Licensee does not own any personal property the
current fair market value of which is more than $1,000 U.S.
7.19 Licensee Intellectual Property. With the possible exception of
off-the-shelf software, Licensee does not own, license or lease, directly or
indirectly, any Licensee Intellectual Property. "Licensee Intellectual
Property", for purposes of this Agreement, shall mean: patents, patent
applications, trademarks, trademark registrations, applications for trademark
registration, trade names, service marks, registered Internet domain names,
licenses and other agreements with respect to any of the foregoing to which
Licensee is licensor or licensee prior to the Closing. In addition, there are no
pending or, to Licensee's and the Warranting Shareholder's knowledge,
threatened, claims against Licensee by any person as to any of the Licensee
Intellectual Property, or their use, or claims of infringement by Licensee on
the rights of any person and no valid basis exists for any such claims.
7.20 Insurance. Licensee does not own, directly or indirectly, any
insurance policies with respect to the business and assets of Licensee.
7.21 Powers of Attorney. Licensee does not have any powers of attorney
outstanding other than those in the ordinary course of business with respect to
routine matters.
7.22 Bank Accounts. The Company has one bank account in Logan, Utah. The
Cash Payment will be deposited in this bank account. The Warranting Shareholder
will use the funds in this account to make those payments that the Warranting
Shareholder deems appropriate. There will be no funds available in this account
after the Closing and the account will be closed by Warranting Shareholder as
soon as such disbursements are made.
7.23 Product Claims. No product or service liability claim is pending
against Licensee or against any other party with respect to the products or
services of Licensee.
8. Representations and Warranties of Licensor to Licensee.
Licensor represents and warrants to Licensee that the statements contained in
this Section 8 are correct and complete as of the date of this Agreement.
8.1 Organization. Licensor is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Illinois. Licensor
has all the requisite power and authority to own, lease and operate all of its
properties and assets and to carry on its business as currently conducted and as
proposed to be conducted. Licensor is duly licensed or qualified to do business
and is in good standing in each jurisdiction in which the nature of the business
conducted by it makes such licensing or qualification necessary and where the
failure to be so qualified would, individually or in the aggregate, have a
material adverse effect ("Material Adverse Effect") upon it.
8.2 Authorization of Transaction. Licensor has full power and authority to
execute and deliver this Agreement and the Licensor Closing Documents and to
perform all obligations hereunder and thereunder. This Agreement constitutes,
and the Licensor Closing Documents will constitute, the valid and legally
binding obligation of Licensor, enforceable in accordance with their respective
terms and conditions.
8.3 Compliance with Applicable Law.
8.3.1 Licensor holds all licenses, certificates, franchises, permits
and other governmental authorizations ("Permits") necessary for the lawful
conduct of its business and such Permits are in full force and effect, and
Licensor is in all material respects complying therewith, except where the
failure to possess or comply with such Permits would not have, in the aggregate,
a Material Adverse Effect on Licensor.
8.3.2 Licensor is and for the past three years has been in
compliance with all foreign, federal, state and local laws, statutes,
ordinances, rules, regulations and orders applicable to the operation, conduct
or ownership of its business or properties except for any noncompliance which is
not reasonably likely to have, in the aggregate, a Material Adverse Effect on
Licensor.
8.4 Noncontravention. Neither the execution and the delivery of this
Agreement or the Licensor Closing Documents, nor the consummation of the
transactions contemplated hereby or thereby, by Licensor will (i) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which Licensor is subject, or (ii) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Licensor is a party or by which Licensor is bound or to
which Licensor's assets is subject. Licensor does not need to give any notice
to, make any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order for the parties to consummate the
transactions contemplated by this Agreement.
8.5 Litigation. With the exception of a possible claim from ▇▇. ▇▇▇▇
Masamek relating to his ownership interest in the Licensor, there are no
actions, suits, claims, inquiries, proceedings or investigations before any
court, tribunal, commission, bureau, regulatory, administrative or governmental
agency, arbitrator, body or authority pending or, to the knowledge of Licensor,
threatened against Licensor which would reasonably be expected to result in any
liabilities, including defense costs, in excess of $1,000 U.S. in the aggregate.
Licensor is not the named subject of any order, judgment or decree and is not in
default with respect to any such order, judgment or decree.
8.6 Taxes and Tax Returns. Licensor has timely and correctly filed tax
returns and reports (collectively, "Returns") required by applicable law to be
filed (including, without limitation, estimated tax returns, income tax returns,
excise tax returns, sales tax returns, use tax returns, property tax returns,
franchise tax returns, information returns and withholding, employment and
payroll tax returns) and all such returns were (at the time they were filed)
correct in all material respects, and have paid all taxes, levies, license and
registration fees, charges or withholdings of any nature whatsoever reflected on
such Returns to be owed and which have become due and payable except for any
that is being contested in good faith. Any unpaid U.S. Federal income taxes,
interest and penalties of Licensor do not exceed $5,000 U.S. in the aggregate.
8.7 Limited Representations and Warranties. Except for the representations
and warranties of the Licensee expressly set forth herein, Licensor has not
relied upon any representation and warranty made by or on behalf of Licensee in
making its determination to enter into this Agreement and consummate the
transactions contemplated by this Agreement.
8.8 Disclosure. No representation or warranty made by Licensor hereunder
contains any untrue statement of a material fact or omits any material fact
necessary in order to make a statement herein or therein, in light of the
circumstances under which it is made, not misleading.
9. Covenants of the Parties.
9.1 Conduct of the Business of Licensee. From the Execution Date of this
Agreement to the Closing, Licensee will conduct its business and engage in
transactions only in the ordinary course consistent with past practice. In
addition, without limiting the generality of the foregoing, Licensee agrees that
from the date of this Agreement to the Closing, except as otherwise consented to
or approved by Licensor in writing (which consent or approval shall not be
unreasonably withheld, delayed or conditioned) or as permitted or required by
this Agreement or as required by law, Licensee will not:
9.1.1 with the exception of the transaction(s) described in Section
7.14.3, grant any severance or termination pay to or enter into or amend any
employment agreement with, or increase the amount of payments or fees to, any of
its employees, officers or directors other than salary increases to employees
consistent with past increases;
9.1.2 with the exception of the transaction(s) described in Section
7.14.3, make any capital expenditures in excess of $1,000 U.S.;
9.1.3 guarantee the obligations of any person except in the ordinary
course of business consistent with past practice;
9.1.4 acquire assets other than those necessary in the conduct of
its business in the ordinary course;
9.1.5 enter into or amend or terminate any long term (one year or
more) contract (including real property leases) except in the ordinary course of
business consistent with past practice;
9.1.6 enter into or amend any contract that calls for the payment by
Licensee of $1,000 U.S. or more after the Closing;
9.1.7 with the exception of the transaction(s) described in Section
7.14.3, engage or participate in any material transaction or incur or sustain
any material obligation otherwise than in the ordinary course of business;
9.1.8 contribute to any benefit plans except in such amounts and at
such times as consistent with past practice;
9.1.9 increase the number of full-time equivalent employees other
than in the ordinary course of business consistent with past practice;
9.1.10 acquire any real property; or
9.1.11 agree to do any of the foregoing.
9.2 No Solicitation and Liquidated Damages. From the Execution Date until
the Closing, neither Licensee, the Warranting Shareholder nor any of Licensee's
directors, officers, representatives, agents or other persons controlled by any
of them, shall, directly or indirectly encourage or solicit from any persons,
entity or group other than Licensor concerning any merger, sale of substantial
assets not in the ordinary course of business, sale of shares of capital stock
or similar transactions involving Licensee. Licensee will promptly communicate
to Licensor the identity of any interested or inquiring party, all relevant
information surrounding the interest or inquiry, as well as the terms of any
proposal that Licensee may receive in respect of any such transaction.
9.3 Access to Properties and Records; Confidentiality.
9.3.1 Licensee shall permit Licensor and its representatives
reasonable access to its properties and shall disclose and make available to
Licensor all books, papers and records relating to the assets, stock, ownership,
properties, obligations, operations and liabilities of Licensee, including but
not limited to, all books of account (including the general ledger), tax
records, minute books of directors and stockholders meetings, organizational
documents, bylaws, material contracts and agreements, filings with any
regulatory authority, accountants work papers, litigation files, plans affecting
employees, and any other business activities or prospects in which Licensor may
have a reasonable interest, in each case during normal business hours and upon
reasonable notice. Licensee shall not be required to provide access to or
disclose information where such access or disclosure would jeopardize the
attorney-client privilege or would contravene any law, rule, regulation, order,
judgment, decree or binding agreement entered into prior to the date of this
Agreement. The parties will use all reasonable efforts to make appropriate
substitute disclosure arrangements under circumstances in which the restrictions
of the preceding sentence apply.
9.3.2 All information furnished by Licensor to Licensee or the
representatives or affiliates of Licensee pursuant to, or in any negotiation in
connection with, this Agreement shall be treated as the sole property of
Licensor until consummation of the License and if the License shall not occur
Licensee and its affiliates, agents and advisors shall upon written request
return to Licensor all documents or other materials containing, reflecting,
referring to such information, and shall keep confidential all such information
and shall not disclose or use such information for competitive purposes. The
obligation to keep such information confidential shall not apply to (i) any
information which (w) Licensee can establish by evidence was already in its
possession (subject to no obligation of confidentiality) prior to the disclosure
thereof by Licensor; (x) was then generally known to the public; (y) becomes
known to the public other than as a result of actions by Licensee or by the
directors, officers, employees, agents or representatives of Licensee; or (z)
was disclosed to Licensee, or to the directors, officers, employees or
representatives of Licensee, solely by a third party not bound by any obligation
of confidentiality; or (ii) disclosure in accordance with the federal securities
laws, a federal banking laws, or pursuant to an order of a court or agency of
competent jurisdiction.
9.4 Regulatory Matters.
9.4.1 The parties will cooperate with each other and use all
reasonable efforts to prepare all necessary documentation, to effect all
necessary filings and to obtain all necessary permits, consents, approvals, and
authorizations of all third parties and governmental bodies necessary to
consummate the transactions contemplated by this Agreement including, without
limitation, those that may be required from the SEC, the USPTO, other regulatory
authorities, or Licensor's shareholders. Licensee and Licensor shall each have
the right to review reasonably in advance all information relating to Licensee
or Licensor, as the case may be, and any of their respective subsidiaries,
together with any other information reasonably requested, which appears in any
filing made with or written material submitted to any governmental body in
connection with the transactions contemplated by this Agreement. Licensor shall
bear all expenses associated with SEC filings.
9.4.2 Licensee and Licensor will promptly furnish each other with
copies of written communications received by Licensee or Licensor or any of
their respective subsidiaries from, or delivered by any of the foregoing to, any
governmental body in respect of the transactions contemplated by this Agreement.
9.5 Further Assurances. Subject to the terms and conditions of this
Agreement, each of the parties agrees to use all commercially reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
9.6 Public Announcements. Prior to the Closing, no party will issue or
distribute any information to its shareholders or employees, any news releases
or any other public information disclosures with respect to this Agreement or
any of the transactions contemplated by this Agreement without the consent of
the other parties or their designated representative, except as may be otherwise
required by law.
9.7 $100,000 Payment. Within twenty four (24) hours of the Closing,
Licensee shall have received from Licensor the One Hundred Thousand Dollar
($100,000) Cash Payment to, among other things, satisfy all the liabilities of
Licensee prior to the Effective Date. These funds are non-refundable after the
Closing.
10. Closing Conditions and Conditions Precedent to Obligations.
The obligations of Licensor to consummate the transactions contemplated by this
Agreement are subject to satisfaction of the following conditions at or before
the Closing and may be waived only in writing by Licensor:
10.1 Licensee's and the Warranting Shareholder's Covenants,
Representations and Warranties. All the covenants, terms and conditions of this
Agreement to be complied with or performed by Licensee and the Warranting
Shareholder at or before the Closing shall have been complied with and performed
in all respects. The representations and warranties made by Licensee and the
Warranting Shareholder in this Agreement shall be complete and correct at and as
of the Closing with the same force and effect as though such representations and
warranties had been made at and as of the Closing.
10.2 Delivery of Documents by Licensee and the Warranting Shareholder.
Licensee and the Warranting Shareholder shall have duly executed and delivered,
or caused to be executed and delivered this Agreement and the Licensee Closing
Documents.
10.3 Reserved.
10.4 Other Approvals. All authorizations, consents, orders or approvals of
any United States federal or state governmental agency necessary for the
consummation of the License or the transactions contemplated by this Agreement
(other than such actions, approvals or filings which, pursuant to the terms of
this Agreement, are to take place on or after the Closing) shall have been
filed, occurred or been obtained.
10.5 No Litigation. No administrative investigation, action, suit or
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement shall be pending or threatened.
10.6 Absence of Material Change. There shall have been no change in the
business, operations, financial condition or liabilities of Licensee as stated
in the Form 10-QSB filed by Licensee for the period ended June 30, 2004 with the
SEC that has had a Material Adverse Effect on Licensee.
10.7 Reserved.
10.8 Reserved.
10.9 Resolutions. The Licensee's Board of Directors shall have taken the
following actions pursuant to a unanimous consent in lieu of a special meeting
of the board or directors:
10.9.1 approved the License and consummation of this Agreement;
10.9.2 cancelled and returned to the treasury of Licensee 27,219,000
shares of the issued and outstanding shares of common stock of Licensee (the
"Cancellation") such that, immediately after the Cancellation and immediately
prior to the issuance of the Shares and the Additional Shares, Licensee has no
more than One Million Six Hundred Fifty Six Thousand (1,656,000) shares of
common stock issued and outstanding;
10.9.3 appointed the following individuals to the Board of Directors
of the Licensee (the "New Board Members"): ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇, and Mr. ▇▇▇▇ Ashi;
10.9.4 Reserved;
10.9.5 accepted the resignation of the following individuals from
the Board of Directors of the Licensee, which resignations shall take effect
immediately following the appointment of the New Board Members: ▇▇▇▇▇▇▇ ▇▇▇▇▇;
10.9.6 accepted the resignation of the following individuals from
the officer positions of the Licensee, which resignations shall take effect
immediately following the appointment of the New Officers: ▇▇▇▇▇▇▇ ▇▇▇▇▇ - CEO,
CFO, Secretary;
10.9.7 Reserved;
10.9.8 approved the issuance by Licensee at Closing of Six Million
Forty Four Thousand (6,044,000) validly issued, fully-paid and nonasseable
shares of Licensee's common stock, which shares shall be issued as follows: (i)
Five Hundred Thousand (500,000) shares to The ▇▇▇▇ Law Group, PLLC (the "▇▇▇▇
Shares"), (ii) One Million (1,000,000) shares to those individuals designated by
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in writing at Closing (the "Solomon Friends and Family
Shares"), (iii) One Million (1,000,000) shares to The ▇▇▇▇ Law Group, PLLC, as
trustee (the "Trustee Shares") and (iv) Three Million Five Hundred Forty Four
Thousand (3,544,000) shares to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, pursuant to the Employment
Agreement (the "Solomon Shares"). (collectively, the ▇▇▇▇ Shares, Solomon
Friends and Family Shares, Trustee Shares, Solomon Shares, the "Additional
Shares"); and
10.11 Due Diligence. Licensor shall be satisfied with its due diligence
review of Licensee as evidenced by written notification.
The obligations of Licensee to consummate the transactions contemplated by this
Agreement are subject to satisfaction of the following conditions at or before
the Closing and may be waived only in writing by Licensee:
10.12 Reserved;
10.13 Licensor's Covenants, Representations and Warranties. All the
covenants, terms and conditions of this Agreement to be complied with or
performed by Licensor at or before the Closing shall have been complied with and
performed in all respects. The representations and warranties made by Licensor
in this Agreement shall be complete and correct at and as of the Closing with
the same force and effect as though such representations and warranties had been
made at and as of the Closing;
10.14 Delivery of Documents by Licensor. Licensor shall have duly executed
and delivered, or caused to be executed and delivered this Agreement and the
Licensor Closing Documents;
10.15 Other Approvals. All authorizations, consents, orders or approvals
of any United States federal or state governmental agency necessary for the
consummation of the License or the transactions contemplated by this Agreement
(other than such actions, approvals or filings which, pursuant to the terms of
this Agreement, are to take place on or after the Closing) shall have been
filed, occurred or been obtained;
10.16 No Litigation. No administrative investigation, action, suit or
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement shall be pending or threatened;
10.18 Certificate. A certificate issued by the Illinois Secretary of State
indicating that Licensor is qualified and in good standing within such
jurisdiction shall have been delivered to Licensee;
10.19 Reserved; and
10.20 Due Diligence. Licensee shall be satisfied with its due diligence
review of Licensor as evidences by written notification.
11. Post-Closing Activities. If requested, a party hereto shall provide within
30 days following the Closing a Certificate of Good Standing or equivalent
certification from the state in which the party is organized showing that the
party is in good standing within such jurisdiction.
12. Infringement and Other Licenses.
12.1 Infringements. If Licensee learns of or suspects any infringement of
the IP including, without limitation, the Patent, by a third party, Licensee
shall promptly inform Licensor of such infringement. If Licensor determines to
take action to bar the infringement, Licensor may do so. As of the Effective
Date and within the horizon of Licensor' reasonably foreseeable business
planning process as applicable to such matters, it is Licensor' intention to
take action to prevent infringement of the IP including, without limitation, the
Patent.
12.2 Patent Maintenance. Licensor shall maintain the IP including, without
limitation, the Patent, in all jurisdictions in which it has been filed, for the
statutory life of patents in those jurisdictions. The parties agree to cooperate
in connection with the maintenance of the IP including, without limitation, the
Patent and to take any and all actions necessary to transfer the necessary
documents and rights required for, and to do such other things as are from time
to time necessary to comply with the requirements of this Section.
12.3 Payment of all fees and costs incurred during the term of this
Agreement relating to the maintenance of the IP including, without limitation,
the Patent, shall be the responsibility of Licensor.
12.4 Cooperation. Licensee and Licensor shall keep each other promptly and
fully apprised of all material developments in the maintenance of the Patent.
Each party will cooperate as reasonably necessary to secure and maintain
protection applicable to the Patent.
12.5 Warranty of Title. Licensor warrants that (i) it has good and
marketable title, and all rights necessary to grant the licenses and rights
herein granted, to the IP, including without limitation, the Patent, and to the
right to exercise the claims it contains, (ii) it has not previously licensed
its rights to the IP including without limitation, the Patent, to any other
third party, and (iii) the License granted hereunder does not violate or
infringe upon any rights, common law or otherwise, of any kind or nature
whatsoever of any person or entity.
13. Covenants Regarding Future Disputes. The parties commit to meet and to
discuss any disputes arising under this Agreement, including without limitation
any assertions of material breach. The discussions will take place among people
who from each party collectively have the authority to settle matters under
discussion, in a good faith effort to resolve such matters without formal
proceedings.
14. Other Matters.
14.1 Notice. "Notice" means notice given as described here. Notice will be
given to the individuals and at the address designated on the signature page of
this Agreement. Each party can change its own Notice address and designated
Notice recipient, by Notice. Notice shall be effective when actually received by
the designated person, in any form that leaves a hard copy record of the notice
in that person's possession. If sent certified or registered mail, postage
prepaid, return receipt requested, notice is considered effective on the date on
which effective delivery is first proven, but in no event later than the date
the return receipt shows the notice was accepted, refused, or returned
undeliverable.
14.2 Severability. Each clause of this agreement is severable. If any
clause is ruled void or unenforceable, the balance of the agreement shall
nonetheless remain in effect.
14.3 Non-waiver. A waiver of one or more breaches of any clause of this
agreement shall not act to waive any other breach, whether of the same or
different clauses.
14.4 Assignment. This agreement may not be assigned by Licensee without
the express written consent of Licensor.
14.5 Governing Law; Jurisdiction. This agreement is governed by the laws
of the state of Delaware. Any action brought between the parties may be brought
only in the state or federal courts located in Delaware, and in no other place
unless the parties expressly agree in writing to waive this requirement. Each
party consents to jurisdiction in that location. Each party consents to service
of process through the method prescribed for Notice in this agreement.
14.6 Attorney's Fees. The prevailing party in any suit, action,
arbitration, or appeal filed or held concerning this agreement shall be entitled
to reasonable attorneys' fees.
14.7 Further Assurances. Each Party shall take such action (including, but
not limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by the other Party for the implementation or continuing
performance of this Agreement.
14.8 Representation. This document is the result of negotiations between
parties, each of whom was represented or had the opportunity to be represented
in the transaction, and has had the opportunity to have had the transactional
documents reviewed by counsel of their own choice.
14.9 Integration. This agreement is the complete agreement between the
parties as of the date hereof, and supersedes all prior agreements, written or
oral. This Agreement may be modified only in writing signed by the original
parties hereto, or by their successors or superiors in office.
14.10 Entire Agreement. This Agreement (including the Exhibits and the
Schedules) constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings
among the parties with respect thereto. No addition to or modification of any
provision of this Agreement shall be binding upon any party hereto unless made
in writing and signed by all parties hereto.
14.11 Incorporation of Exhibits. The Schedules and Exhibits attached
hereto and referred to herein are hereby incorporated herein and made a part of
this Agreement for all purposes as if fully set forth herein.
14.12 Execution by Facsimile and in Counterparts. This Agreement may be
executed by facsimile and in counterparts.
14.13 Indemnification. For a period of four years from the Closing,
Licensor agrees to indemnify and hold harmless Licensee and Warranting
Shareholder, and Licensee agrees to indemnify and hold harmless Licensor, at all
times after the date of this Agreement against and in respect of any liability,
damage or deficiency, all actions, suits, proceedings, demands, assessments,
judgments, costs and expenses including attorneys' fees incident to any of the
foregoing, resulting from any material misrepresentations made by an
indemnifying party to an indemnified party, an indemnifying party's breach of
covenant or warranty or an indemnifying party's nonfulfillment of any agreement
hereunder, or from any material misrepresentation in or omission from any
certificate furnished or to be furnished hereunder. Moreover, Licensor agrees to
indemnify and hold harmless Licensee and Warranting Shareholder from any
liability, damage or deficiency, action, suit, proceeding, demand, assessment,
judgment, costs and expenses, including attorneys' fees, relating to a cause of
action by a stockholder of Licensor against Licensee and/or Warranting
Shareholder. Notwithstanding the foregoing, Licensor's indemnification
obligation shall not apply to any claim for breach of warranty or
misrepresentation by Licensee and/or Warranting Shareholder relating to this
Agreement.
14.14 Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby for four
years from the Closing. All of the parties hereto are executing and carrying out
the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement and not upon
any investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
14.15 FINANCINGS.
14.15.1 Within 5 days following the Closing, Dendo shall have raised
at least $500,000 in equity funding (the "Initial Funding").
14.15.2 Within 90 days following the Closing, Dendo shall have
raised at least $3,500,000 in equity funding (the "Final Funding"), which amount
shall be in addition to the Initial Funding.
14.15.3 The historical stockholders of Dendo who held 1,656,000
shares of Dendo common stock immediately prior to the Closing (the "Historical
Stockholders"), shall own not less than 8% of the outstanding common stock of
Dendo on a fully diluted basis upon consummation of the Final Funding (the
"Maximum Dilution"). For purposes of this Section 14.15.3, the 8,000,000 shares
of common stock issuable upon exercise of the warrants issued in connection with
the Initial Funding and the Final Funding shall be excluded from the calculation
determining whether the Maximum Dilution is exceeded. This Section 14.15.3 in no
way prohibits the issuance of additional securities of the Licensee subsequent
to the Final Funding, provided the Maximum Dilution has not been exceeded as of
the date of the closing of the Final Funding.
14.15.4 In the event that either (i) the Initial Funding is not
timely completed, (ii) the Final Funding is not timely completed or (iii) the
Initial Funding and the Final Funding result in the Historical Stockholders
being subject to more than the Maximum Dilution, then Licensee shall give
written notice of the same to Warranting Shareholder with a copy to ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇, 257 East ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. Upon receipt of such written notice, Warranting Shareholder
shall have the option, for fourteen (14) calendar days following receipt of such
notice (the "Termination Option Exercise Period") to terminate the arrangements
described in this Agreement (a "Termination Option") by sending notice to
Licensee and Licensor. The exercise of the Termination Option shall be effective
on the date notice is first sent to Licensee and Licensor by Warranting
Shareholder; PROVIDED, HOWEVER, that notwithstanding anything in this Agreement
to the contrary, in the event the Termination Option is exercised as a result of
the Historical Stockholders being subject to more than the Maximum Dilution on
account of the Initial Funding and the Final Funding, Licensee shall have the
right to allocate that amount of shares of common stock3 of Licensee to the
Historical Stockholders necessary to ensure that the Maximum Dilution is not
exceeded (the "Maximum Dilution Remedy"). Further, in the event the Licensee
allocates that amount of shares of common stock of Licensee to the Historical
Stockholders such that the Maximum Dilution is not exceeded, the Termination
Option shall not be exercised on account of Section 14.15.4(iii). Finally, with
respect to the Termination Option as it relates to Section 14.15.4(i), (ii) and
(iii), in the event the Termination Option is not exercised during the
Termination Option Exercise Period, the Termination Option shall fully terminate
and shall be of no further force or effect.
In the event a Termination Option is exercised, (i) any and all
rights to the intellectual property licensed to Licensee pursuant to the this
Agreement shall be terminated, (ii) all contracts executed by Licensee or to
which Licensee is bound that arose on or after the Closing date, relationships,
assets, tangible and/or intangible property and any and all other items
necessary and/or material to the operations of the business secured by ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ shall be terminated as they relate to Licensee, (iii) all Shares and
Additional Shares shall be cancelled, and (iv) any and all funds received by
Licensee in connection with the Initial Funding, the Final Funding and/or any
other financing (excluding the Cash Payment) shall be transferred from Licensee
to another entity as directed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. The exercise of the
Termination Option, however, will not result in an obligation to return the Cash
Payment and the provisions contained in Sections 14.13 and 14.14 shall survive
the exercise of the Termination Option. All contracts executed by Licensee and
all arrangements entered into by Licensee for a period beginning on the Closing
date and ending on the day following the last date on which the Termination
Option may be exercised shall contain provisions allowing for termination in the
event that the Termination Option is exercised. Notwithstanding any other
provision in this Agreement, the certificates representing the Shares and the
Additional Shares shall be subject to the Escrow Agreements, copies of which are
attached hereto as EXHIBIT B, and EXHIBIT C (the "Investor Escrow Agreements").
Further, the Four Million Eight Hundred Thousand (4,800,000) shares issued in
connection with this Agreement but not held in escrow pursuant to the Investor
Escrow Agreements (the "Cambridge & Licensor Shares"), shall be held in escrow
pursuant to the escrow agreement attached hereto as EXHIBIT D (the "C&LS Escrow
Agreement") pending completion of the Final Funding.
14.15.5 In the event the Termination Option is exercised, Licensor
shall (i) make arrangements for all investors to be reimbursed for the amount of
their investment in the Initial Funding and/or in the Final Funding, (ii) take
such steps as are reasonably required to reinstate the management and board of
directors of Licensee as it was constituted immediately prior to the Closing,
and (iii) shall secure for Licensee all certificates representing shares issued
to all investors in connection with the Initial Funding and/or in the Final
Funding. Moreover, if the Termination Option is exercised all securities issued
in the Initial Funding and the Final Funding and any other Dendo securities
issued after the Closing shall no longer be outstanding and shall automatically
be canceled and shall cease to exist.
------------
3 No fractional shares of common stock shall be issued pursuant to the Maximum
Dilution Remedy. Any fractional shares that would otherwise be issued shall be
rounded up to whole shares.
14.16 PIGGY BACK REGISTRATION OF THE STOCK. If Licensee proposes to
register any of its securities under the Securities Act of 1933 (other than
pursuant to (i) the registration statement filed by Licensee in connection with
the Initial Funding and the Final Funding, or (ii) Form S-4 and/or Form S-8, or
any other successor form of limited purpose), and the Historical Stockholders
are not able to sell the Historical Stockholder Stock (defined below) pursuant
to Rule 144 of the Securities Act of 1933, Licensee will give written notice by
registered mail at least thirty (30) days prior to the filing of each such
registration statement to the Historical Stockholders of its intention to do so.
If the Historical Stockholders notify Licensee within twenty (20) business days
after receipt of any such notice of its desire to include any of the 1,656,000
shares of common stock held by the Historical Stockholders (the "Historical
Stockholder Stock") in such proposed registration statement, Licensee shall
afford the Historical Stockholders the opportunity to have any such amount of
the Historical Stockholder Stock registered under such registration statement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
LICENSOR: LICENSEE:
TECHNOLOGY ALTERNATIVES, INC. DENDO GLOBAL CORP.
By:/s/ By:/s/
---------------------------- ----------------------------------
Print: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print: ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- ------------------------------
Title: President and CEO Title: CEO
------------------------------- ------------------------------
Date: August 20, 2004 Date: August 20, 2004
------------------------------- ------------------------------
Address: Address:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
WARRANTING SHAREHOLDER:
By:/s/
-------------------------------
Print: ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Date: August 20, 2004
-------------------------------
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT A
UNITED STATES PATENT 6,587,441
URBAN , ET AL. AUGUST 1, 2003
--------------------------------------------------------------------------------
Method and apparatus for transportation of data over a managed wireless network
using unique communication protocol
ABSTRACT
A wireless, redundant, secure, real-time, network for a proprietary interactive
data transfer system having a remote terminal and a host data center, such as an
automated teller banking system, is disclosed. Controllers for the remote
terminal and the host data center receive the proprietary language messages and
packetize and encrypt the messages for sending over the best wireless carrier
among the plurality of wireless carriers the controllers are connected to. The
wireless control protocol monitors the communications to provide for selection
of the most reliable communication carrier for any part of a transmission. Each
network segment of the signal path has at least one state-controlled gate which
reports the status of that signal path. Real time transmission and
acknowledgment of securely packetized messages on wireless communications
carriers via an object oriented coding control application provides for reliable
datagram transfer independent of the reliability of any one signal path.
SCHEDULE A
EXCLUSIVE LICENSE
An exclusive license to US Patent Number 6,587,441 B1, issued July 1, 2003, and
associated applications for transmission (i.e. images, audio, documents, etc.),
storage, retrieval, viewing and output of customer data (the "IP").
TRADE SECRET TOOL SETS
The Company also provides perpetual license for all associated source code,
designs, diagrams, network architectures, layouts, concept documents,
documentation, generic routines, subroutines, test equipment, jigs, methods
and/or algorithms which define functionality unique to the Company applications,
for recording, viewing, storing, retrieving, and communicating, in any form, the
data associated with the IP. Examples would include certain drivers and/or
networking interfaces to WiFi, 1XRTT, iDEN, GSM/GPRS, Satellite, microwave and
other wireless technologies, code set for interfaces to Microsoft Windows .NET
framework compliant devices, etc.
COPYRIGHTS
The Company copyrighted materials include: Company Logo, PowerPoint
presentations (including, but not limited to, photos, audio, embedded graphics
and associated art functionality), brochures, sales literature, Website, exhibit
display booth(s), advertisement materials (i.e. print, audio & video, etc.) fact
finding questioners, training materials, proposals, look & feel computer display
screens, select application code, and descriptive graphical representations of
functions and processes, representing the TechAlt technology and its implemented
applications.
TRADEMARKS
Trademarks have been files in the name of Technology Alternatives, Inc.
("TechAlt") including:
"TechAlt" and its derivatives,
(Examples of which include TechAlt "The right information. To the right people.
Right awayTM"; "Unleash the power of Wireless"; "Working together to save
lives").