AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the
“Agreement”),
dated as of April 5, 2010 by and between GF-CSCI Acquisition Corp., a
Delaware corporation (“GetFugu Sub”), and
wholly-owned subsidiary of GetFugu, Inc, a Nevada
corporation (“GetFugu
Parent”), and Cellular
Software Corporation (the “Target”), a Delaware
corporation. In this Agreement, GetFugu Sub and Target are
collectively referred to as the “Merger
Parties”.
WHEREAS, the Boards of Directors of
GetFugu Parent and GetFugu Sub, and the Shareholder of Target have determined
that it is desirable and in the best interests of their respective shareholders
and Shareholder that Target merge with and into GetFugu Sub, and each of them
has approved this Agreement and the transactions contemplated hereby;
and
WHEREAS, upon the terms and subject to
the conditions hereinafter set forth: (a) Target shall be merged with GetFugu
Sub (the “Merger”), and GetFugu
Sub shall be surviving corporation; and (b) the issued and outstanding shares of
common stock of Target shall be exchanged for shares of GetFugu Parent’s common
stock.
NOW, THEREFORE, in the consideration of
the premises and the representations, warranties, and mutual covenants and
agreements herein contained, the parties hereby agree as follows:
ARTICLE 1
THE
MERGER
1.1 The
Merger. At the Effective Time (as defined in Section 1.2) and
subject to and upon the terms and conditions of this Agreement and in accordance
with the Delaware General Corporation Law (the “DGCL”), the Target
shall be merged with and into GetFugu Sub, the separate corporate existence of
the Target shall cease, and following the Merger, GetFugu Sub shall continue as
the surviving corporation (as such, the “Surviving
Corporation”).
1.2 Effective
Time.
As promptly as practicable after satisfaction or waiver of the conditions set
forth herein, the parties hereto shall cause the Merger to be consummated by
filing a Certificate of Merger with the Secretary of State of the State of
Delaware and a Certificate of Merger with the Secretary of State of the State of
California, each in such form as is required by, and executed in accordance
with, the relevant provisions of the DGCL and LLC Act,
respectively. The first time when both the Articles of Merger and
Certificate of Merger have been filed shall be considered the “Effective Time”
hereunder.
1.3 Effect of the
Merger. At the Effective Time, the Merger shall be effective
as provided in the applicable provisions of the DGCL and LLC
Act. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time all the property, rights privileges, powers and
franchises of the Target shall vest in GetFugu Sub, and all debts, liabilities
and duties of the Target shall become the debts, liabilities and duties of
GetFugu Sub. From and after the Effective Time, the Surviving
Corporation shall be GetFugu Sub.
1.4 Subsequent
Actions. At any time after the Effective Time, each of the
Merger Parties will use its reasonable best efforts to take all actions and to
do all things necessary, proper or advisable in order to consummate and make
effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the Closing conditions set forth in below) and
the officers and directors of such Merger Parties shall be authorized to execute
and deliver any such documents or instruments and to take all reasonable action
as may be necessary to carry out the transactions contemplated by this
Agreement.
1.5 Certificate of
Incorporation; By-Laws; Directors and Officers. With respect to GetFugu
Sub:
(a) the
Certificate of Incorporation of GetFugu Sub shall be the Certificate of
Incorporation of the Surviving Corporation;
(b) the
By-Laws of GetFugu Sub shall be the By-Laws of the Surviving Corporation;
and
(c) the
directors of GetFugu Sub shall be the initial directors of the Surviving
Corporation, and the officers of GetFugu Sub shall be the initial officers of
the Surviving Corporation, in each case until their successors are elected or
appointed and qualified.
1.6 Consideration. The
consideration exchanged in connection with the Merger shall be as
follows:
(a) Exchange of
Securities. At the Effective Time, GetFugu shall provide to
Shareholder an aggregate of FIFTY MILLION (50,000,000) fully paid and
non-assessable shares of common stock, $0.001 par value per share, of GetFugu
Parent (the “Merger
Consideration”). All equity interests of Target converted into
the right to receive the Merger Consideration pursuant to the preceding sentence
shall, as of the Effective Time, no longer be outstanding and shall
automatically be cancelled and shall cease to exist, and each certificate or
other instrument previously representing any such equity interests shall
thereafter represent only the right to receive the Merger Consideration into
which the equity interests of Target have been converted.
(b) Acknowledgment of Delivery
of Target Assets. GetFugu Sub also acknowledges and agrees
that Target has previously provided all existing intellectual property and
know-how to GetFugu Sub as set forth on Exhibit A hereto (the “Target Assets”, and
together with the GetFugu Common Stock, the “Merger
Consideration”). By executing and delivering this Agreement,
GetFugu Sub further agrees and acknowledges that it has received this Target
Assets, is satisfied with this Target Assets in all respects and shall further
implement and utilize this Target Assets after the Effective Date.
(c) Fractional
Shares. Notwithstanding any other provision hereof, if the
number of shares of the GetFugu Common Stock to which the Shareholder shall be
entitled as Merger Consideration includes a fraction of a share, the number of
shares to which he shall be entitled shall be rounded to the next lower or
higher number of shares, depending on whether such fraction of a share is less
than one-half a share or greater than or equal to one-half a share.
ARTICLE 2
CLOSING
Subject to the satisfaction or waiver
of all conditions to the parties’ obligations to consummate the Merger set forth
herein, a closing (the “Closing”) of the
Merger shall take place at 10:00 a.m. on April 5, 2010 at the offices of
GetFugu, Inc, or at such other time and place as GetFugu and the Shareholder
shall mutually agree (the date and time of such Closing being herein referred to
as the “Closing
Date”).
ARTICLE 3
REPRESENTATIONS
AND WARRANTIES OF TARGET
The
Target and each of the Shareholder hereby represent and warrant to GetFugu Sub
and GetFugu Parent that:
3.1 Organization, Standing, and
Qualification of Target. Target is a limited liability
corporation duly organized, validly existing, and in good standing under the
laws of the State of California, and has all necessary corporate powers to own
its properties and operate its business as now owned and operated by
it. Neither the ownership of its properties nor the nature of its
business requires Target to be qualified in any jurisdiction other than the
state of its incorporation.
3.2 Stock
Target. The authorized capital stock of Target consists of
1,000 shares of common stock, all of which are issued and
outstanding. All such shares are duly authorized, validly issued,
fully paid, non-assessable and free of preemptive rights. There are
no outstanding subscriptions, options, rights, warrants, convertible securities,
or other agreements or commitments obligating Target to issue or to transfer
from treasury any additional shares of its capital stock of any
class.
3.3 Title to Equity
Interests. The Shareholder are the owner, beneficially and of
record, of all of the outstanding equity interests of Target free and clear of
all liens, encumbrances, security agreements, equities, options, claims,
charges, and restrictions. The Shareholder have the full power and
authority to enter into this agreement without obtaining the consent or approval
of any other person or governmental authority.
3.4 Subsidiaries. Target
does not own, directly or indirectly, any interest or investment (whether equity
or debt) in any corporation, partnership, business, trust, or other
entity.
3.5 Absence of
Liabilities. Target has no material debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due. All debts, liabilities, and
obligations incurred prior to the closing date were incurred in the ordinary
course of business, were usual and normal in amount both individually and in the
aggregate, and have been paid and satisfied in full.
3.6 Tax
Returns. Within the times and in the manner prescribed
by law, Target has filed all federal, state, and local tax returns required by
law and has paid all taxes, assessments, and penalties due and
payable. The federal income tax and Delaware state tax returns of
Target have been timely filed. To Target’s knowledge, there are no
present disputes about taxes of nature payable by Target.
3.7 Tangible Personal
Property. The books and records of Target contain a complete
and accurate description and specify the location of all tangible personal
property owned by, in the possession of, or used by Target in connection with
its business. No personal property used by Target in connection with
its business is held under any lease, security agreement, conditional sales
contract, or other title retention or security arrangement, or is located other
than in the possession and under the control of Target.
3.8 Copyrights. The
books and records of Target contain a complete and accurate description of all
copyrights, software and copyrightable materials owned by
Target. Target has not infringed, and is not now infringing, on any
trade name, trademark, service xxxx, or copyright belonging to any other person,
firm, or corporation. Target is not a party to any license, agreement
or arrangement, whether as licenser, licensee, franchisor, franchisee, or
otherwise, with respect to any trademarks, service marks, trade names, or
applications for them or any copyrights. Target owns, or holds
adequate licenses or other rights to use, all trademarks, service marks, trade
names, and copyrights necessary for its business as now conducted by
it.
3.9 Inventions. The
books and records of Target contain a complete and accurate description of all
inventions, patents and applications for patents owned by Target. The
patents and applications for patents are valid and in full force and effect and
are not subject to any taxes, maintenance fees, or actions falling due within 90
days after the closing date. There have been no interference actions
or other judicial, arbitration, or other adversary proceedings concerning the
patents or applications for patents. Target has the right and
authority to use such inventions, trade secrets, processes, models, designs, and
formulas as are necessary to enable it to conduct and continue to conduct all
phases of its businesses in the manner presently conducted by it, and that use
does not, and will not, conflict with, infringe on, or violate any patent or
other rights of others.
3.10 Trade
Secrets. Target is the sole owner of each of these trade
secrets, free and clear of any liens, encumbrances, restrictions, or legal or
equitable claims of others. Target has taken all reasonable security
measures to protect the secrecy, confidentiality, and value of these trade
secrets. All these trade secrets are, to the knowledge of Target, not
part of the public knowledge or literature; they have not, to Target’s
knowledge, been used, divulged, or appropriated for the benefit of any past or
present employees or other persons, or to the detriment of Target.
3.11 Title to
Assets. Target has good and marketable title to all its assets
and interests in assets, whether real, personal, mixed, tangible, or intangible,
which constitute all the assets and interests in assets that are used in the
businesses of Target. All these assets are free and clear of
restrictions on or conditions to transfer or assignment and free and clear of
mortgages, liens, pledges, charges, encumbrances, equities, claims, easements,
rights of way, covenants, conditions, or restrictions.
3.12 Compliance With
Laws. Target has received no notice of any violation of any
applicable federal, state, or local statute, law, or regulation (including any
applicable building, zoning, environmental protection, or other law, ordinance,
or regulation) affecting its properties or the operation of its business; and to
the best of the knowledge of the Shareholder and Target, there are no such
violations.
3.13 Litigation. There
is no pending, or, to the knowledge of the Shareholder and Target, threatened,
suit, action, arbitration, or legal, administrative, or other proceeding, or
governmental investigation against or affecting Target, or any of its business,
assets, or financial condition.
3.14 Agreement Will Not Cause
Breach or Violation. The consummation of the transactions
contemplated by this Agreement will not result in or constitute any of the
following: (1) a breach of any term or provision of this Agreement; (2) a
default or an event that, with notice, lapse of time, or both, would be a
default, breach, or violation of the articles of incorporation or bylaws of
Target or any lease, license, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement, instrument,
or arrangement to which the Shareholder or Target is a party or by which either
of them or the property of either of them is bound; (3) an event that would
permit any party to terminate any agreement or to accelerate the maturity of any
indebtedness or other obligation of Target; or (4) the creation or imposition of
any lien, charge, or encumbrance on any of the properties of
Target.
3.15 Authority and
Consents. Target has the right, power, legal capacity, and
authority to enter into and perform their respective obligations under this
Agreement; and no approvals or consents of any persons other than those already
obtained are necessary in connection with it. The execution and
delivery of this Agreement by Target have been duly authorized by all necessary
corporate action. This Agreement constitutes the valid and legally
binding obligation of Target, enforceable in accordance with its terms and
conditions.
3.16 Corporate
Documents. Target has furnished to GetFugu for its examination
(1) copies of the Articles of Organization of Target; (2) the minute books of
Target containing all records required to be set forth of all proceedings,
consents, actions, and meetings of the Shareholder and Board of Directors of
Target; and (3) the stock transfer books of Target setting forth all transfers
of any capital stock.
3.17 Warranties True at
Closing. All warranties of Target set forth in this Agreement
will be true and correct on the Closing Date as if made on that
date.
ARTICLE 4
REPRESENTATIONS
AND WARRANTIES OF
GETFUGU
PARENT AND GETFUGU SUB
GetFugu
Sub and GetFugu Parent hereby represent and warrant to Target and each of the
Shareholder that:
4.1 Organization and
Standing. GetFugu Parent is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada,
and has all necessary corporate powers to own its properties and operate its
business as now owned and operated by it. GetFugu Parent has full
corporate power and authority to carry on the business in which it is engaged
and to own and use the properties owned and used by it.
4.2 Consents and
Approvals. GetFugu Parent need not make or obtain any consent,
approval, or authorization of, or declaration, filing, or registration with, any
federal or state governmental or regulatory authority in connection with the
execution, delivery, and performance of this Agreement and the consummation of
the transactions contemplated by this Agreement. The execution and delivery of
this Agreement and the consummation of this transaction by GetFugu Parent and
GetFugu Sub has been duly authorized, and no further corporate authorization is
necessary on the part of each of GetFugu Parent or GetFugu Sub. This Agreement
constitutes the valid and legally binding obligation of GetFugu Parent and
GetFugu Sub, enforceable in accordance with its terms and
conditions.
4.3 GetFugu
Shares. The authorized capital stock of GetFugu Parent
consists of 500,000,000 shares of common stock, of which 241,381,290 shares are
issued and outstanding. All such shares are duly authorized, validly issued,
fully paid, non-assessable and free of preemptive rights. There are no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating GetFugu Parent to issue or to
transfer from treasury any additional shares of its capital stock of any class,
other than as previously disclosed in writing to Target and
Shareholder.
4.4 Agreement Will Not Cause
Breach or Violation. The consummation of the transactions
contemplated by this Agreement will not result in or constitute any of the
following: (1) a breach of any term or provision of this Agreement; (2) a
default or an event that, with notice, lapse of time, or both, would be a
default, breach, or violation of the articles of incorporation or bylaws of
GetFugu Parent or GetFugu Sub or any lease, license, promissory note,
conditional sales contract, commitment, indenture, mortgage, deed of trust, or
other agreement, instrument, or arrangement to which GetFugu Parent or GetFugu
Sub is a party or by which either of them or the property of either of them is
bound; (3) an event that would permit any party to terminate any agreement or to
accelerate the maturity of any indebtedness or other obligation of GetFugu
Parent or GetFugu Sub; or (4) the creation or imposition of any lien, charge, or
encumbrance on any of the properties of GetFugu Parent or GetFugu
Sub.
4.5 SEC Filings. GetFugu
Parent has made all filings with the Securities and Exchange Commission (“SEC”) that it has
been required to make under the Securities Act and the Securities Exchange Act
(collectively, the “Public Reports”).
Each of the Public Reports has complied with the Securities Act and the
Securities Exchange Act in all material respects.
4.6 Continuity of Business
Enterprise. It is the
present intention of GetFugu Parent and GetFugu Sub to continue at least one
significant historic business line of Target, or to use at least a significant
portion of Target’s historic business assets in business, in each case within
the meaning of Reg. §1.368-1(d).
ARTICLE 5
CONDITIONS
PRECEDENT TO BUYERS’ PERFORMANCE
The
obligations of GetFugu Parent and GetFugu Sub to consummate the transaction
contemplated hereby are subject to the satisfaction, at or before the closing,
of all the conditions set out below in this Article 5. GetFugu Parent
or GetFugu Sub may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such
waiver of a condition will constitute a waiver by GetFugu of any of its other
rights or remedies, at law or in equity, if the Shareholder or Target are in
default of any of their representations, warranties, or covenants under this
Agreement.
5.1 Accuracy of Selling Parties’
Warranties. Except as otherwise permitted by this Agreement,
all representations and warranties by each of Target and the Shareholder in this
Agreement, or in any written statement that will be delivered to GetFugu Parent
or GetFugu Sub by any of them under this Agreement, will be true on the closing
date as though made at that time.
5.2 Performance by Target and
Shareholder. Each of the Target and the Shareholder will have
performed, satisfied, and complied with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by them,
or any of them, by the closing date.
5.3 Quitclaim and Patent
Agreements. The Quitclaim and Patent Agreements in the form
set forth in Exhibits B and
C, respectively, will have been executed and delivered by the Shareholder
to GetFugu Sub.
5.4 Resignations. Shareholder
will have delivered to GetFugu Parent, except as otherwise requested by GetFugu
Parent or GetFugu Sub, the written resignations of all the officers and
directors of Target, and will cause any other action to be taken with respect to
these resignations that GetFugu Parent or GetFugu Sub may reasonably
request.
ARTICLE 6
CONDITIONS
PRECEDENT TO SELLERS’ PERFORMANCE
The
obligations of Target and Shareholder to sell and transfer the Shares under this
Agreement are subject to the satisfaction, at or before the closing,
of all the following conditions. The Shareholder may waive any or all of these
conditions in whole or in part without prior notice, provided, however, that no
such waiver of a condition will constitute a waiver by Shareholder of any of its
other rights or remedies, at law or in equity, if GetFugu Parent or GetFugu Sub
should be in default of any of its representations, warranties, or covenants
under this Agreement.
6.1 Accuracy of Buyers’
Representations and Warranties. All warranties by GetFugu
Parent and GetFugu Sub contained in this Agreement or in any written statement
delivered by GetFugu Parent or GetFugu Sub under this Agreement will be true on
and as of the closing date as though such representations and warranties were
made on and as of that date.
6.2 GetFugu’
Performance. GetFugu Parent and GetFugu Sub will have
performed and complied with all covenants and agreements and satisfied all
conditions that it is required by this Agreement to perform, comply with, or
satisfy before or at the closing.
ARTICLE 7
THE
CLOSING
7.1 Target and Shareholder’
Obligations at Closing. At the Closing, the Shareholder will
deliver to GetFugu the following instruments, in form and substance satisfactory
to GetFugu and its counsel, against delivery of the items specified in paragraph
7.2:
(a) A
certificate or certificates representing the shares of Target, registered in the
name of the Shareholder to be stamped “cancelled” upon the Closing.
(b) The
records, corporate documents, notes, agreements, stock books, stock ledgers,
minute books, corporate seals and other corporate or business records of
Target.
(c) Except
as otherwise specified by GetFugu Parent or GetFugu Sub, the written
resignations of all the officers and directors of Target.
(d) The
Quitclaim and Patent Agreements between the Shareholder and GetFugu Sub, in
agreed form, dated the Closing Date.
(e) A
certificate executed by the Shareholder and Target, dated the Closing Date,
certifying that their respective representations and warranties in this
Agreement are true and correct on the closing date, as though each
representation and warranty had been made on that date.
7.2 Buyers’ Obligations At
Closing. At the Closing, GetFugu Parent will deliver to the
Shareholder the following instruments, in form and substance satisfactory to the
Shareholder and their counsel, against delivery of the items specified in this
paragraph 1.7:
(a) A
certificate representing the total number of shares of GetFugu Common Stock to
be issued and delivered at the closing under Section 1.6.
(b) A
certificate executed by GetFugu, dated the Closing Date, certifying that its
respective representations and warranties in this Agreement are true and correct
on the closing date, as though each representation and warranty had been made on
that date.
ARTICLE 8
SHAREHOLDER’
OBLIGATIONS AFTER CLOSING
8.1 Shareholder’
Indemnity. The Shareholder will indemnify, defend, and hold
harmless GetFugu Parent and GetFugu Sub against and in respect of claims,
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries,
and deficiencies, including interest, penalties, and reasonable attorney fees
(collectively, “Losses”), that it may
incur or suffer, which arise, result from, or relate to any breach of, or
failure by the Shareholder to perform, any of its representations, warranties,
covenants, or agreements in this Agreement or in any schedule, certificate,
exhibit, or other instrument furnished or to be furnished by the Shareholder
under this Agreement.
ARTICLE 9
BUYERS’
OBLIGATIONS AFTER CLOSING
9.1 GetFugu’s
Indemnity. GetFugu Parent and GetFugu Sub will indemnify and
hold harmless each of the Shareholder against, and in respect of any Losses it
may incur or suffer, which arise, result from, or relate to any breach of, or
failure by GetFugu Parent or GetFugu Sub, or any of its successors or assigns,
after the Closing Date, to perform, any of its representations, warranties,
covenants, or agreements in this Agreement or in any schedule, certificate,
exhibit, or other instrument furnished or to be furnished by GetFugu Parent or
GetFugu Sub under this Agreement.
ARTICLE 10
GENERAL
10.1 Effect of
Headings. The subject headings of the paragraphs and
subparagraphs of this Agreement are included for convenience only and will not
affect the construction or interpretation of any of its provisions.
10.2 Finder’s or Broker’s
Fees. Each party represents and warrants that it has dealt
with no broker or finder in connection with any transaction contemplated by this
Agreement, and, as far as it knows, no broker or other person is entitled to any
commission or finder’s fee in connection with any of these
transactions.
10.3 Expenses. Each
party will pay all costs and expenses incurred or to be incurred by it in
negotiating and preparing this Agreement and in closing and carrying out the
transactions contemplated by this Agreement.
10.4 Parties in
Interest. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and assigns. Nothing in this Agreement is intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement. No provision gives any third persons any right of subrogation or
action against any party to this Agreement.
10.5 Assignment. This
Agreement will be binding on, and will inure to the benefit of, the parties to
it and their respective heirs, legal representatives, successors, and
assigns.
10.6 Governing Law;
Jurisdiction. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
California, without regard to the principles of conflicts of law that would
require or permit the application of the laws of any other
jurisdiction. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by
law. The parties hereby waive all rights to a trial by
jury. If either party shall commence an action or proceeding to
enforce any provisions of this Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses reasonably incurred in connection
with the investigation, preparation and prosecution of such action or
proceeding.
10.7 Arbitration. Any
controversy or claim arising out of, or relating to, this Agreement, or the
making, performance, interpretation or arbitrability of it, will be settled by
final and binding arbitration before a retired judge at JAMS (xxx.xxxxxxx.xxx)
in Los Angeles, California, and judgment on the arbitration award may be entered
in any court having jurisdiction over the subject matter of the
controversy.
10.8 Recovery of Litigation
Costs. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party or parties
will be entitled to recover reasonable attorney fees and other costs incurred in
that action or proceeding, in addition to any other relief to which it or they
may be entitled.
10.9 Survival. All
representations, warranties, covenants, and agreements of the parties contained
in this Agreement, or in any instrument, certificate, opinion, or other writing
provided for in it, will survive the closing.
10.10 Severability. If
any provision of this Agreement is held invalid or unenforceable by any court of
final jurisdiction, it is the intent of the parties that all other provisions of
this Agreement be construed to remain fully valid, enforceable, and binding on
the parties.
10.11 Counterparts. This
Agreement may be executed by facsimile or electronic transmission and in two or
more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission, email or electronic file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile signature page were an original thereof.
10.12 Entire Agreement;
Modification; Waiver. This agreement constitutes the entire
agreement between the parties pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or amendment of this
Agreement will be binding unless executed in writing by all the parties. No
waiver of any of the provisions of this Agreement will constitute a waiver of
any other provision, whether or not similar, nor will any waiver constitute a
continuing waiver. No waiver will be binding unless executed in writing by the
party making the waiver.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day
and year first above written.
BUYERS:
a Nevada
corporation
By:
Name: Xxxxxxx
Xxxxxxx
Title: Chairman
& CEO
GC-MSTI
ACQUISITION CORP.,
a
Delaware corporation
By:
Name:
Xxxxxxx Xxxxxxx
Title: CEO
TARGET:
Cellular
Software Corporation
a
Delaware corporation
By:___________________________
Name: Xxxxx
Xxxxxxx
Title: President
SHAREHOLDER:
XXXXXXXXX
XXXXXXX ESTATES
By:
Its:
Schedule of Intellectual
Property
Abstract
We have
developed the next generation internet search tool and are redefining the way
consumers access the web. We have harnessed the core strengths of the
mobile phone and complex applications and in doing so have provided a technical
solution compelling to both advertisers and retailers.
ARL
(Augmented Reality Link; Vision)
The
technology uses the mobile’s camera to take a photograph of an object (i.e. a
logo or a word) and submit the image to a server, which matches the
identification and returns the result back to the user.
VRL
(Voice Recognition Link; Audio)
Voice
recognition uses the telephone’s microphones to capture an audio file (i.e. a
word of phrase) and submits it to the server, which matches the identification
and returns the result back to the user.
GRL
(Geographic Resource Locator)
Utilizes
the telephone’s GPS capabilities to correlate the location of the user and the
search target. The information is sent directly to our high level
geo-coding facility and returned to the user as a map. The user is
able to view the search target on the map and easily locate the product or
services, which they want.
Barcode
Scanner
This new
facility enables an onboard barcode scanner which not only provides fundamental
product information including pricing, but will also provide the consumer with a
method of accessing product data and websites. Retailers are able to
condition this feature to ensure that the consumer gets the desired
information.
Technical
Overview
Our
application consists of a proprietary algorithm which operates agnostically
across several mobile platforms. The algorithm is designed to
function with the majority of popular embedded codes and necessarily is scalable
to accommodate the mass market.
The
algorithm is compatible with WiFi (Wireless local area network Wireless fidelity
IEEE 802.11), 3G (3rd
Generation WCDMA network incorporating HSDPA- High-Speed Data Packet Access and
UTMS- universal mobile telephone system). The algorithm is compatible
with proprietary GSM standards essentially utilizing EDGE (Enhanced Data Rates
for GSM).
It
represents a configuration of compiled data which interacts with wireless
networks (including mobile telephony networks) and with internally hosted
servers which correspond with mobile devices through multiple acccess
sockets. Sockets are allocated primarily for proprietary
applications. ARL (augmented reality link), VRL (voice recognition
link) and GRL (geographic resource locator). A newly assigned
algorithm includes a barcode scanner. The details of each facet are
described below:
ARL
essentially utilizes Augmented reality (AR) and is a technology which provides a
live direct or indirect view of a physical real-world environment whose elements
are augmented by virtual computer-generated imagery.
The link
utilizes the mobile’s digital camera to take a photograph of an object, logo or
word. The results are transmitted OA (over air) and submitted to a
proprietary’s source database. Thereonafter, the information is balanced,
moderated and processed within our vision cluster environment.
Additionally,
this link provides the user with an option to utilize image recognition both
uplink and downlink interacting with proprietary server systems. By
pointing the phone’s camera at the real world and receiving augmented
information directly related to the view of the camera. This might
include the position of points of interest or commercial outlets.
Additional
sockets are allocated for Voice Recognition Link (VRL) which uses the
telephone’s inbuilt microphone to capture an audio file which
is submitted it through to a proprietary server
environment. This audio file specifically interacts between the
production environment and the Nuance external voice recognition vocoding
server.
These
same sockets are allocated for Geographic Resource Locator
(GRL). This utilizes the telephone’s GPS (Global Position System)
capabilities to correlate the location of the user and the search
target. The information is sent directly to our high-level geocoding
decryption server and returned to the user as a map. The user is able
to view the search target on the map and easily locate the product or
services.
The
invention includes the provision of a barcode reader utilized to scan a standard
product two-dimensional barcode in order to receive product information and
pricing.
The four
elements above are combined into one unique application, which is designed to
facilitate the consumer mobile experience. This provides a compelling arena for
advertisers and retailers and through this combination the claimant monetizes a
purposeful methodology of business.
A fifth
element includes the provision of consumer metrics in the form of a user
specific dashboard explicating demographic data. Usage profiles
include traffic sources, operating systems and mobile devices, which utilize the
aforementioned systems.
The
combination of all of the above enables us to apply for a new patent code name:
LogoDrive. LogoDrive systematically guides the user through a
registration process and user guide, which provides specific information for
submitting individual brands to our customized designed dynamic
database.
The
methodology is designed to create a viral marketing and commercial campaign
aimed at financial rewards for the assignation of a logo corroborated with our
database and upon the execution of the commercial contract with the controller
of that particular logo, the consumer is rewarded a commission. The
application utilizes WAP (wireless application protocol) and TCPIP (transmission
control protocol internet protocol) to facilitate the methodology.
The
aforementioned commission is dispensed via a free provision of a debit card
which is issued directly and substantiated by a legally registered financial
entity.
The
described methodology is supported by a proprietary system architecture in which
we interact with the Amazon server cloud to achieve maximum functionality,
scalability and maintainability.
We
utilize a combination of automated deployment scripts and server role scripts.
The majority of our deployments are handled using a suite of scripts run by a
control panel, which position package repositories and system partitions. After
these primal scripts execute during the deployment process a machine may run
more granular script. We pull any role based information from the ops server and
executes the appropriate commands after first boot up. Such as; directory
layout, additional package installation, environment based code
deployment. Scripts exist within their portal and are
executed.
Scripts
are executed after first bootup and pull configuration information from /mnt
directory tree on the ops server.
Our cloud
infrastructure is backed up with several methods.
a)
Database servers: Production database servers are backed up daily and stored on
one of our Amazon S3 buckets. Each running database server also runs on a secure
EBS volume for up to the minute recovery.
b)
Production application servers: All production application servers, PHP, Java
and vision cluster operate on secure EBS volumes. There exists an EBS volume for
each critical slice of the application production infrastructure.
As part
of our mobile application we have migrated to two centralized storage locations
for content. All content now lives on the content server, externally visible
from xxxxxxx.xxxxxxx.xxx and internally to the cloud at
xxxxxxx.xxxxxxxxxx.xxxxxxx.xxx. On this server sits a 1TB EBS volume mounted at
/content using the XFS file system. All data is uploaded to this location using
SSH/SCP and key authentication. The Advertiser site utilizes SSH PHP functions
to create directories and upload respective files. The content is then served
directly to the client over HTTP using Lighttpd. The second
centralized location is the Data Manager of the vision cluster. Whereas in the
past each vision server would house generated SIFT files on themselves, our new
design allows for a central storage location which then assigns a series of
logos to each respective server. In this case content is stored on an XFS
formatted EBS volume at /home/vision/ vision/Data.
The
application servers utilize Amazon's load balancing services to
distribute load from mobile clients. The load balancer works in such a way that
a DNS entry for the mobile application site xxx.xxxxxxx.xxx CNAMES it to the
fully qualified domain name of the Amazon load balancer, which is a rotating IP
depending on geo-location.
