Certain portions of this exhibit have been omitted pursuant to Rule 24b-2 and are subject to a confidential treatment request. Copies of this exhibit containing the omitted information have been filed separately with the Securities and Exchange...
Exhibit
10.1
Certain
portions of this exhibit have been omitted pursuant to Rule 24b-2 and are
subject to a confidential
treatment request.
Copies
of this exhibit containing the omitted information have been
filed
separately with the Securities and Exchange Commission.
The
omitted portions of this document are marked with a ***.
This
Contribution Agreement (this “Agreement”) is entered into as of April 24, 2007
by and between The Xxxxxxx-Xxxxxxxx Company, Inc. an Ohio corporation (“SW”) and
Altairnano, Inc., a Nevada corporation (“AN”), and Alsher Titania LLC, a
Delaware limited liability company (“LLC”).
BACKGROUND
LLC
desires to sell to SW and AN, and SW and AN desire to purchase from LLC,
membership units of the LLC (the “Units”), with the rights, preferences,
privileges, restrictions and obligations set forth in LLC’s Limited Liability
Company Agreement, of even date herewith (the “Operating Agreement”), on the
terms and conditions set forth herein.
AGREEMENT
Now,
therefore, in consideration of the foregoing recitals and the mutual promises
set forth in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement agree as follows:
| 1. |
AGREEMENT
TO PURCHASE AND SELL
UNITS.
|
1.1 Agreement
to Issue Units.
Subject
to the terms and conditions of this Agreement, including without limitation
the
satisfaction or waiver of the closing conditions set forth in Section 1.4,
LLC
shall issue and sell to SW and AN, and SW and AN each agree to accept from
LLC,
the number of Units adjacent to each party’s name on the attached Exhibit A in
consideration for the contribution of assets described in Section
1.2.
1.2 Contribution
of Assets.
Subject
to the terms and conditions of this Agreement, including without limitation
the
satisfaction or waiver of the closing conditions set forth in Section 1.4,
SW
and AN shall each convey, transfer, assign, sell and deliver (“Transfer”) to
LLC, and LLC shall acquire and accept, all of SW’s and AN’s right, title and
interest in and to the assets described on the attached Exhibit B (for assets
from SW) and Exhibit C (for assets from AN) (collectively the “Contributed
Assets”).
1.3 The
Closing.
The
closing (the “Closing”) of the issuance and sale of the Units and the
contribution of the Contributed Assets will take place at 10:00 A.M. on April
____, 2007 at Reno, NV, or at such other place, time and date as the LLC, SW
and
AN shall mutually designate. The date of the Closing shall be referred to herein
as the “Closing Date.”
1.4 Conditions
to Closing.
(a) Conditions
to Obligations of SW and AN.
The
obligation of SW and AN to purchase Units pursuant to this Agreement is subject
to the fulfillment, prior to or at the Closing, of the following
conditions:
(i) LLC
shall
have delivered to SW and AN certificates from the relevant governmental entity,
dated the most recent practicable date prior to the Closing, showing that LLC
is
organized and in good standing in the jurisdiction of its
organization.
(ii) The
parties shall have received all approvals and actions of or by all governmental
entities necessary to consummate the transactions contemplated
hereby.
(iii) No
order,
statute, rule, regulation, executive order, injunction, stay, decree or
restraining order shall have been enacted, entered, promulgated or enforced
by
any governmental entity that prohibits the consummation of the transactions
contemplated hereby, and no litigation or proceeding seeking such order shall
be
pending or threatened.
(iv) LLC
shall
have performed and satisfied each of its obligations under this Agreement
required to be performed and satisfied by it on or prior to the Closing Date;
each of the representations and warranties of LLC contained in this Agreement
shall be true and correct on the Closing Date as though made on the Closing
Date, except for changes specifically permitted by this Agreement or resulting
from any transaction to which both SW and AN have expressly consented in writing
or any transaction specifically contemplated by this Agreement.
(v) LLC
has
authorized and approved the execution and performance of this Agreement, and
shall have authorized and approved the creation, sale and issuance of the
Units.
(vi) LLC
shall
have delivered to SW and AN such other documents as each party may reasonably
request for the purpose of (A) evidencing the satisfaction of any condition
referred to in this Section or (B) otherwise facilitating the consummation
or
performance of any of the transactions contemplated hereby.
(b) Conditions
to Obligations of the Company.
The
obligation of LLC to consummate the issuance and sale pursuant to this Agreement
is subject to the fulfillment, prior to or at such Closing, of the following
conditions:
(i) The
parties shall have received all approvals and actions of or by all governmental
entities necessary to consummate the transactions contemplated
hereby.
(ii) No
order,
statute, rule, regulation, executive order, injunction, stay, decree or
restraining order shall have been enacted, entered, promulgated or enforced
by
any governmental entity that prohibits the consummation of the transactions
contemplated hereby, and no litigation or governmental proceeding seeking such
order shall be pending or threatened.
(iii) SW
and AN
each shall have performed and satisfied each of its obligations under this
Agreement required to be performed and satisfied by it on or prior to the
Closing Date; each of the representations and warranties of both SW and AN
contained in this Agreement shall be true and correct on the Closing Date as
though made on the Closing Date, except for changes specifically permitted
by
this Agreement or resulting from any transaction to which LLC has expressly
consented in writing or any transaction specifically contemplated by this
Agreement.
2
(iv) SW
and AN
each shall have authorized and approved the execution and performance of this
Agreement and LLC shall have received a certificate to that effect signed on
behalf of both SW and AN by an authorized officer of each, dated as of the
Closing Date.
(v) SW
and AN
shall have delivered to LLC such other documents as LLC may reasonably request
for the purpose of (A) evidencing the satisfaction of any condition referred
to
in this Section or (B) otherwise facilitating the consummation or performance
of
any of the transactions contemplated hereby.
1.5 Delivery
At the Closing.
(a) SW
and AN
each shall deliver to LLC (i) fully executed documents of conveyance to effect
the contribution of the Contributed Assets, in forms that are reasonably
acceptable to LLC, and (ii) an executed counterpart signature page to the
Operating Agreement, in the form provided by LLC; and
(b) LLC
shall
deliver to SW and AN each one or more certificates representing the Units to
be
purchased at the Closing, registered in such names as SW and AN each
request.
1.6 Further
Assurances.
On and
after the Closing Date, SW and AN each agree to perform, at LLC’s expense, all
acts deemed necessary or desirable by LLC to evidence, perfect, obtain,
maintain, defend and enforce LLC’s title to the Contributed Assets, as well as
any rights LLC may have by virtue of its ownership of the Contributed Assets.
Such acts may include, but are not limited to, execution of documents and
assistance or cooperation in legal proceedings.
| 2. |
SW
REPRESENTATIONS AND WARRANTIES.
|
SW
hereby
represents and warrants to LLC and AN that the statements in this Section 2
are
all true and correct:
2.1 Organization/Power.
SW is a
corporation that is duly organized, validly existing and in good standing under
the laws of Ohio, and possesses all requisite power and authority to own and
operate its properties and assets and to carry on its business as presently
conducted and as proposed to be conducted.
2.2 Authorization.
SW has
the necessary power and authority to enter into, execute and deliver this
Agreement and the other related documents and agreements referenced herein
to be
executed and delivered by SW in connection with the consummation of the
transactions contemplated by this Agreement to perform its obligations hereunder
and thereunder, and to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement and related agreements
and
the consummation of the transactions contemplated hereby and thereby have been
duly and validly authorized by all required action on the part of SW (including,
without limitation, action by any governing body or any holders of equity
securities of SW, if applicable). This Agreement and related agreements have
been executed and delivered by SW and constitute legal and binding agreements
enforceable against SW in accordance with their respective terms, subject,
as to
the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting creditors’
rights.
3
2.3 Actions
and Proceedings.
There
are no outstanding orders, judgments, injunctions, awards or decrees of any
court, governmental or regulatory body or arbitration tribunal in any
jurisdiction against or involving SW with respect to the Contributed Assets.
There are no actions, suits or claims or legal, administrative or arbitral
proceedings or, to the best knowledge of SW, investigations pending or, to
the
best knowledge of SW, threatened against or involving SW with respect to the
transactions contemplated by this Agreement. To the best knowledge of SW, there
is no fact, event or circumstance that may give rise to any suit, action, claim,
investigation or proceeding that individually or in the aggregate reasonably
would be expected to have a material adverse effect upon the transactions
contemplated hereby.
2.4 No
Conflicts.
No
consents, permits, authorizations, orders and approvals from (or any filings
or
registrations with) any natural person, firm, partnership, association,
corporation, company, trust, business trust, governmental entity, or any other
entity (each, a “Person”), pursuant to applicable law or contracts or other
agreements with SW, are required in connection with the performance of SW’s
obligations under this Agreement and the related agreements. The execution,
delivery and performance of this Agreement and the related agreements by SW
shall not: (a) result in a violation of any law, rule, ordinance, regulation,
order, judgment or decree applicable to SW or the Contributed Assets; or (b)
conflict with or result in a material breach of or default (with or without
the
giving of notice, the passage of time or both) under any mortgage, lien, lease,
license, permit, agreement, contract or instrument to which SW is a party or
by
which SW may be bound.
2.5 Title.
SW has
good and marketable title to the Contributed Assets, free and clear of all
mortgages, liens, pledges, charges, security interests, attachments, judgments
or encumbrances (collectively, “Liens”). By virtue of the deliveries made at the
Closing, LLC will obtain good and marketable title to the Contributed Assets,
free and clear of all Liens of any nature whatsoever.
2.6 Securities
Representations.
(a) SW
has
not been formed for the primary purpose of acquiring the Units, and is
purchasing the Units for SW’s own account, with the intention of holding the
Units for investment, with no present intention of dividing, or allowing others
to participate in, this investment, or of reselling, or otherwise participating
directly or indirectly in a distribution of, the Units. SW will not, directly
or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise
dispose of any of the Units (or solicit any offers to buy or otherwise acquire
any of the Units), except in compliance with the Securities Act of 1933, as
amended (the “Securities Act”). LLC is not obligated to register the Units under
the Securities Act or the laws of any other jurisdiction. The Units are subject
to additional restrictions on transfer set forth in the Operating
Agreement.
4
(b) SW
is an
“accredited investor” (as that term is defined in Rule 501 of Regulation D under
the Securities Act) and by reason of its business and financial experience,
it
has such knowledge, sophistication and experience in business and financial
matters as to be capable of evaluating the merits and risks of the prospective
investment and is able to bear the economic risk of such investment, including
the ability to afford holding the Units for an indefinite period or to afford
a
complete loss of this investment.
(c) SW
understands that no federal or state agency has made any finding or
determination regarding the fairness of the offering of the Units for
investment, or any recommendation or endorsement of the offering of the
Units.
| 3. |
AN
REPRESENTATIONS AND WARRANTIES.
|
AN
hereby
represents and warrants to LLC and SW that the statements in this Section 3
are all true and correct:
3.1 Organization/Power.
AN is a
corporation that is duly organized, validly existing and in good standing under
the laws of Nevada, and possesses all requisite power and authority to own
and
operate its properties and assets and to carry on its business as presently
conducted and as proposed to be conducted.
3.2 Authorization.
AN has
the necessary power and authority to enter into, execute and deliver this
Agreement and the other related documents and agreements referenced herein
to be
executed and delivered by AN in connection with the consummation of the
transactions contemplated by this Agreement, to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement and related agreements
and the consummation of the transactions contemplated hereby and thereby have
been duly and validly authorized by all required action on the part of AN
(including, without limitation, action by any governing body or any holders
of
equity securities of AN, if applicable). This Agreement and related agreements
have been executed and delivered by AN and constitute legal and binding
agreements enforceable against AN in accordance with their respective terms,
subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and similar laws affecting creditors’
rights.
3.3 Actions
and Proceedings.
There
are no outstanding orders, judgments, injunctions, awards or decrees of any
court, governmental or regulatory body or arbitration tribunal in any
jurisdiction against or involving AN with respect to the Contributed Assets.
There are no actions, suits or claims or legal, administrative or arbitral
proceedings or, to the best knowledge of AN, investigations pending or, to
the
best knowledge of AN, threatened against or involving AN with respect to the
transactions contemplated by this Agreement. To the best knowledge of AN, there
is no fact, event or circumstance that may give rise to any suit, action, claim,
investigation or proceeding that individually or in the aggregate reasonably
would be expected to have a material adverse effect upon the transactions
contemplated hereby.
3.4 No
Conflicts.
No
consents, permits, authorizations, orders and approvals from (or any filings
or
registrations with) any Person, pursuant to applicable law or contracts or
other
agreements with AN, are required in connection with the performance of AN’s
obligations under this Agreement and related agreements. The execution, delivery
and performance of this Agreement and related agreements by AN shall not: (a)
result in a violation of any law, rule, ordinance, regulation, order, judgment
or decree applicable to AN or the Contributed Assets; or (b) conflict with
or
result in a material breach of or default (with or without the giving of notice,
the passage of time or both) under any mortgage, lien, lease, license, permit,
agreement, contract or instrument to which AN is a party or by which AN may
be
bound.
5
3.5 Title.
AN has
good and marketable title to the Contributed Assets, free and clear of all
Liens. By virtue of the deliveries made at the Closing, LLC will obtain good
and
marketable title to the Contributed Assets, free and clear of all Liens of
any
nature whatsoever.
3.6 Securities
Representations.
(a) AN
has
not been formed for the primary purpose of acquiring the Units, and is
purchasing the Units for AN’s own account, with the intention of holding the
Units for investment, with no present intention of dividing, or allowing others
to participate in, this investment, or of reselling, or otherwise participating
directly or indirectly in a distribution of, the Units. AN will not, directly
or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise
dispose of any of the Units (or solicit any offers to buy or otherwise acquire
any of the Units), except in compliance with the Securities Act. LLC is not
obligated to register the Units under the Securities Act or the laws of any
other jurisdiction. The Units are subject to additional restrictions on transfer
set forth in the Operating Agreement.
(b) AN
is an
“accredited investor” (as that term is defined in Rule 501 of Regulation D under
the Securities Act) and by reason of its business and financial experience,
it
has such knowledge, sophistication and experience in business and financial
matters as to be capable of evaluating the merits and risks of the prospective
investment and is able to bear the economic risk of such investment, including
the ability to afford holding the Units for an indefinite period or to afford
a
complete loss of this investment.
(c) AN
understands that no federal or state agency has made any finding or
determination regarding the fairness of the offering of the Units for
investment, or any recommendation or endorsement of the offering of the
Units
| 4. |
LLC
REPRESENTATIONS AND WARRANTIES.
|
LLC
hereby represents and warrants to both SW and AN that the statements in this
Section 4 are all true and correct:
4.1 Organization/Power.
LLC is
a limited liability company that is duly organized, validly existing and in
good
standing under the laws of Delaware, and possesses all requisite power and
authority to own and operate its properties and assets and to carry on its
business as presently conducted and as proposed to be conducted.
4.2 Authorization.
LLC has
the necessary power and authority to enter into, execute and deliver this
Agreement and the other related documents and agreements referenced herein
to be
executed and delivered by LLC in connection with the consummation of the
transactions contemplated by this Agreement, to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement and the related
agreements and the consummation of the transactions contemplated hereby and
thereby have been duly and validly authorized by all required action on the
part
of LLC (including, without limitation, action by any governing body or any
holders of equity securities of LLC, if applicable). This Agreement and the
related agreements have been duly executed and delivered by LLC and constitute
legal and binding agreements enforceable against LLC in accordance with their
respective terms, subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium and similar laws affecting
creditors’ rights.
6
4.3 No
Conflicts.
No
consents, permits, authorizations, orders or approvals from (or any filings
or
registrations with) any Person, pursuant to applicable law or contracts or
other
agreements with LLC, are required in connection with the performance of LLC’s
obligations under this Agreement and the related agreements. The execution,
delivery and performance of this Agreement and the related agreements by LLC
shall not: (a) result in a violation of any law, rule, ordinance, regulation,
order, judgment or decree applicable to LLC or its properties and assets; or
(b)
conflict with or result in a material breach of or default (with or without
the
giving of notice, the passage of time or both) under any mortgage, lien, lease,
license, permit, agreement, contract or instrument to which LLC is a party
or by
which LLC may be bound.
4.4 Exempt
Offering.
The
offer, issuance, sale and delivery of the Units, as provided in this Agreement,
are exempt from the registration and qualification requirements of the
Securities Act and all applicable state securities laws, and are otherwise
in
compliance with such laws. Neither LLC nor any Person acting on its behalf
has
taken or will take any action (including, without limitation, any offering
of
any securities of the Company under circumstances which would require the
integration of such offering with the offering of the Units under the Securities
Act) which might subject the offering, issuance or sale of the Units to the
registration requirements of the Securities Act.
| 5. |
AGREEMENTS
REGARDING UNITS.
|
LLC
and
SW and AN agree as follows:
5.1 Restrictive
Legends.
To the
extent that LLC issues a certificate representing the Units or any other
securities issued in respect of the Units upon any equity split, equity
dividend, recapitalization, merger or similar event, any such certificate shall
be stamped or otherwise imprinted with a legend substantially in the following
form:
“The
securities evidenced by this certificate have not been registered under the
Securities Act of 1933 or any applicable state law, and no interest therein
may
be sold, distributed, assigned, offered, pledged or otherwise transferred unless
(a) there is an effective registration statement under such Act and applicable
state securities laws covering any such transaction involving said securities,
or (b) such transaction is exempt from registration and either this corporation
receives an opinion of legal counsel to the holder of such securities to that
effect or this corporation otherwise satisfies itself that such transaction
is
exempt from registration.”
5.2 Removal
of Restrictive Legend.
The
legend set forth above shall be removed by LLC from any certificate evidencing
the Units or any other of LLC’s securities acquired by SW or AN pursuant to this
Agreement upon delivery to LLC of an opinion by counsel reasonably satisfactory
to LLC, if requested by LLC, that either: (a) a registration statement under
the
Securities Act is at that time in effect with respect to the legended security
or (b) that such security can be freely transferred in a public sale without
such a registration statement being in effect and that such transfer shall
not
jeopardize the exemption or exemptions from registration pursuant to which
LLC
issued the Units.
7
| 6. |
MISCELLANEOUS.
|
6.1 Governing
Law.
This
Agreement shall be governed in all respects by the laws of Delaware without
regard to provisions regarding choice of laws.
6.2 Survival.
The
representations, warranties, covenants and agreements made herein shall survive
any investigation made by any party hereto and the closing of the transactions
contemplated hereby.
6.3 Successors
and Assigns.
Except
as otherwise expressly provided in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties to this Agreement
whose rights or obligations hereunder are affected by such amendments. This
Agreement and the rights and obligations in it may not be assigned by any party
hereto without the written consent of the other parties hereto.
6.4 Entire
Agreement.
This
Agreement and the Schedules and Exhibits to this Agreement, which are hereby
expressly incorporated in this Agreement, constitute the entire understanding
and agreement between the parties with regard to the subjects hereof and
thereof.
6.5 Notices.
Except
as may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and shall
be
conclusively deemed to have been duly given: (a) when hand delivered to the
other party; (b) when received if sent by facsimile at the address set forth
below; or (c) five (5) business days after deposit in the U.S. mail with
first-class or certified mail receipt requested postage prepaid and addressed
to
the other party as set forth below:
If
to
SW:
The
Xxxxxxx-Xxxxxxxx Company
000
Xxxxxxxx Xxxxxx, X.X.
Xxxxxxxxx,
Xxxx 00000
Fax:
(000) 000-0000
Attention:
General Counsel
8
If
to
AN:
Altairnano,
Inc.
000
Xxxxxx Xxx
Xxxx,
XX
00000
Fax:
(000) 000-0000
Attention:
Xxxx Xxxxxxx
If
to
LLC:
Alsher
Titania LLC
000
Xxxxxx Xxx
Xxxx,
XX
00000
Fax:
(000) 000-0000
Attention:
Xxxxx Xxxxx
Each
person making a communication hereunder by facsimile shall promptly confirm
receipt by telephone to the person to whom such communication was addressed
each
communication made by it by facsimile pursuant hereto, but the absence of such
confirmation shall not affect the validity of any such communication. A party
may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 6.5 by giving the other party written
notice of the new address in the manner set forth above.
6.6 Amendments
and Waivers.
Any
term of this Agreement may be amended only with the written consent of each
of
the parties to this Agreement.
6.7 Delays
or Omissions.
No
delay or omission to exercise any right, power or remedy accruing to LLC or
SW
or AN, upon any breach or default of any party hereto under this Agreement,
shall impair any such right, power or remedy of LLC, or SW or AN, nor shall
it
be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring, nor shall
it
be construed as a waiver of any other breach or default theretofore or
thereafter occurring be so construed. Any waiver, permit, consent or approval
of
any kind or character on the part of LLC or SW or AN of any breach or default
under this Agreement or any waiver on the part of LLC or SW or AN of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to LLC
or
SW or AN, shall be cumulative and not alternative.
6.8 Legal
Fees.
In the
event of any action at law, suit in equity or arbitration proceeding in relation
to this Agreement, any Units, any assets or liabilities described herein, the
prevailing party, shall be paid by the nonprevailing party a reasonable sum
for
attorneys’ fees and expenses incurred by such prevailing party.
6.9 Finder’s
Fees.
Each
party represents and warrants to the other parties to the Agreement that it
has
retained no finder or broker in connection with the transactions contemplated
by
this Agreement.
9
6.10 Titles;
Construction.
The
titles of the Sections, paragraphs and subparagraphs of this Agreement are
for
convenience of reference only and are not to be considered in construing this
Agreement. Whenever the words “included,” “includes” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without
limitation.” No rule of construction shall be applied to the disadvantage of a
party by reason of that party having been responsible for the preparation of
this Agreement or any part hereof.
6.11 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one instrument.
6.12 Severability.
In case
any provision of this Agreement shall be invalid, illegal, or unenforceable,
the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein, but only to the extent that such
construction is in accord with the intent of the parties as evidenced by this
Agreement.
6.13 No
Third-Party Beneficiaries.
Except
as expressly set forth herein, nothing in this Agreement shall confer any rights
upon any person or entity that is not a party, or a successor in interest or
a
permitted assignee of a party to this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
|
THE XXXXXXX-XXXXXXXX COMPANY
By: /s/________________________________
Name:________________________________
Title:_________________________________
|
|
|
ALTAIRNANO, INC.
By: /s/________________________________
Name:________________________________
Title:_________________________________
|
|
|
ALSHER TITANIA LLC
By: /s/________________________________
Name:________________________________
Title:_________________________________
|
10
EXHIBIT
A
UNITS
| The Xxxxxxx-Xxxxxxxx Company | *** Units |
| Altairnano, Inc. | *** Units |
EXHIBIT
B
Xxxxxxx-Xxxxxxxx
Company, Inc. Contributed Assets
1. $***
(to
be contributed within 5 business days of the date hereof).
2. That
certain License Agreement between the LLC and SW dated April 24,
2007.
EXHIBIT
C
Altairnano,
Inc. Contributed Assets
1. The
list
of assets attached to this Exhibit C.
2. That
certain License Agreement between the LLC and AN dated April 24,
2007.
