SUBSIDIARY GUARANTY
Exhibit
10.5
|
Chicago,
Illinois
|
March
30, 2007
|
FOR
VALUE
RECEIVED, and in consideration of the loans made or to be made or credit
otherwise extended or to be extended by Biometrics Investors, L.L.C., a Delaware
limited liability Company ("Lender") to or for the account of Sequiam
Corporation, a California corporation ("Debtor"), from time to time and at
any
time and for other good and valuable consideration and to induce Lender, in
its
discretion, to make such loans or extensions of credit and to make or grant
such
renewals, extensions, releases of collateral or relinquishments of legal rights
as Lender may deem advisable, each of the undersigned (and each of them if
more
than one, the liability under this Guaranty being joint and several) (jointly
and severally referred to as “Guarantors “ or “the undersigned”) unconditionally
guaranties to Lender, its successors, endorsees and assigns the prompt payment
when due (whether by acceleration or otherwise) of all present and future
obligations and liabilities of any and all kinds of Debtor to Lender and of
all
instruments of any nature evidencing or relating to any such obligations and
liabilities upon which Debtor or one or more parties and Debtor is or may become
liable to Lender, whether incurred by Debtor as maker, endorser, drawer,
acceptor, guarantors , accommodation party or otherwise, and whether due or
to
become due, secured or unsecured, absolute or contingent, joint or several,
and
however or whenever acquired by Lender, whether arising under, out of, or in
connection with (i) that certain Agreement dated as of the date here of between
Lender and Debtor (the "Agreement"), (ii) that certain Term Note A in the
principal amount of $6,500,000 dated as of the date hereof made by the Debtor
in
favor of the Lender ("Term Note A"), (iii) that certain Term Note B in the
principal amount of $5,000,000 scheduled to be made by the Debtor in favor
of
the Lender ("Term Note B"), (iv) the Common Share Purchase Warrants delivered
to
Lender which shall be exercisable immediately for 65,719,041]Common Shares
of
Debtor at an exercise price of $0.01 (the "Initial Warrants"), (v) the Common
Share Purchase Warrants delivered to Lender which shall be exercisable
immediately for 39,431,424 Common Shares of Debtor at an exercise price of
$0.01
(the "Additional Warrants"), (vi) that certain Registration Rights Agreement
dated as of the date hereof by and between the Debtor and Lender (the
"Registration Rights Agreement"), (vii) Master Security Agreement dated as
of
the date hereof by and between the Guarantors and Lender (the “Master Security
Agreement”), (viii) that certain Second Amended and Restated Stock Pledge
Agreement dated as of the date hereof among the Debtor, certain subsidiaries
of
the Debtor and Lender (the “Stock Pledge Agreement”), (ix) this Guaranty, and
(x) the Subordination Agreement dated as of the date hereof among the
Subordinated Lenders, as defined therein, and Lender (the “Subordination
Agreement”), (xi) the Account Control Agreement among the Borrower, the Lender
and the Bank (as defined therein) (the “Account Control Agreement”) (the
Agreement, Term Note A, Term Note B, the Initial Warrants, the Additional
Warrants, the Registration Rights Agreement, the Master Security Agreement,
the
Stock Pledge Agreement, this Guaranty, the Subordination Agreement, and the
Account Control Agreement, as each may be amended, modified, restated or
supplemented from time to time, are collectively referred to herein as the
"Documents"), or any documents, instruments or agreements relating to or
executed in connection with the Documents or any documents, instruments or
agreements referred to therein or otherwise, or any other indebtedness,
obligations or liabilities of the Debtor to Lender, whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute
or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (all of which are herein
collectively referred to as the “Obligations”), and irrespective of the
genuineness, validity, regularity or enforceability of such Obligations, or
of
any instrument evidencing any of the Obligations or of any collateral therefor
or of the existence or extent of such collateral, and irrespective of the
allowability, allowance or disallowance of any or all of the Obligations in
any
case commenced by or against Debtor under Title 11, United States Code,
including, without limitation, obligations or indebtedness of Debtor for
post-petition interest, fees, costs and charges that would have accrued or
been
added to the Obligations but for the commencement of such case. Previously,
certain of the Guarantors had executed that certain Xxxxxxx and Restated
Subsidiary Guaranty in favor of Xxx Xxxxxxxx Xxxxxx, Attorney in-Fact for the
Trust Under the Will of Xxxx Xxxxxxxxxxx (“the Trust”) dated as of May 18, 2005
(the “Prior Guaranty”). The Trust has assigned all of its rights under the Prior
Guaranty to the Lender such that the Lender now stands in place of the Trust
thereunder. Terms not otherwise defined herein shall have the meaning assigned
such terms in the Agreement. In furtherance of the foregoing, the undersigned
xxxxxx agrees as follows:
1. No
Impairment.
Lender
may at any time and from time to time, either before or after the maturity
thereof, without notice to or further consent of the undersigned, extend the
time of payment of, exchange or surrender any collateral for, renew or extend
any of the Obligations or increase or decrease the interest rate thereon, or
any
other agreement with Debtor or with any other party to or person liable on
any
of the Obligations, or interested therein, for the extension, renewal, payment,
compromise, discharge or release thereof, in whole or in part, or for any
modification of the terms thereof or of any agreement between Lender and Debtor
or any such other party or person, or make any election of rights Lender may
deem desirable under the United States Bankruptcy Code, as amended, or any
other
federal or state bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors’ rights generally (any of
the foregoing, an “Insolvency Law”) without in any way impairing or affecting
this Guaranty. This instrument shall be effective regardless of the subsequent
incorporation, merger or consolidation of Debtor, or any change in the
composition, nature, personnel or location of Debtor and shall extend to any
successor entity to Debtor, including a debtor in possession or the like under
any Insolvency Law.
2. Guaranty
Absolute.
Subject
to Section 5(c), each of the undersigned jointly and severally guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Documents and/or any other document, instrument or agreement creating or
evidencing the Obligations, regardless of any law, regulation or order now
or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of Debtor with respect thereto. Guarantors hereby knowingly accept the
full range of risk encompassed within a contract of “continuing guaranty” which
risk includes the possibility that Debtor will contract additional indebtedness
for which Guarantors may be liable hereunder after Xxxxxx’s financial condition
or ability to pay its lawful debts when they fall due has deteriorated, whether
or not Debtor has properly authorized incurring such additional indebtedness.
The undersigned acknowledge that (i) no oral representations, including any
representations to extend credit or provide other financial accommodations
to
Debtor, have been made by Lender to induce the undersigned to enter into this
Guaranty and (ii) any extension of credit to the Debtor shall be governed solely
by the provisions of the Documents. The liability of each of the undersigned
under this Guaranty shall be absolute and unconditional, in accordance with
its
terms, and shall remain in full force and effect without regard to, and shall
not be released, suspended, discharged, terminated or otherwise affected by,
any
circumstance or occurrence whatsoever, including, without limitation: (a) any
waiver, indulgence, renewal, extension, amendment or modification of or
addition, consent or supplement to or deletion from or any other action or
inaction under or in respect of the Documents or any other instruments or
agreements relating to the Obligations or any assignment or transfer of any
thereof, (b) any lack of validity or enforceability of any Document or other
documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof, (c) any furnishing of any additional
security to Lender or its assignees or any acceptance thereof or any release
of
any security by Lender or its assignees, (d) any limitation on any party’s
liability or obligation under the Documents or any other documents, instruments
or agreements relating to the Obligations or any assignment or transfer of
any
thereof or any invalidity or unenforceability, in whole or in part, of any
such
document, instrument or agreement or any term thereof, (e) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation
or
other like proceeding relating to Debtor, or any action taken with respect
to
this Guaranty by any trustee or receiver, or by any court, in any such
proceeding, whether or not the undersigned shall have notice or knowledge of
any
of the foregoing, (f) any exchange, release or nonperfection of any collateral,
or any release, or amendment or waiver of or consent to departure from any
guaranty or security, for all or any of the Obligations or (g) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the undersigned. Any amounts due from the undersigned to Lender
shall bear interest until such amounts are paid in full at the highest rate
then
applicable to the Obligations. Obligations include post-petition interest
whether or not allowed or allowable.
3. Waivers.
(a) This
Guaranty is a guaranty of payment and not of collection. Lender shall be under
no obligation to institute suit, exercise rights or remedies or take any other
action against Debtor or any other person liable with respect to any of the
Obligations or resort to any collateral security held by it to secure any of
the
Obligations as a condition precedent to the undersigned being obligated to
perform as agreed herein and each of the Guarantors hereby waives any and all
rights which it may have by statute or otherwise which would require Lender
to
do any of the foregoing. Each of the Guarantors further consents and agrees
that
Lender shall be under no obligation to marshal any assets in favor of
Guarantors, or against or in payment of any or all of the Obligations. The
undersigned hereby waives all suretyship defenses and any rights to interpose
any defense, counterclaim or offset of any nature and description which the
undersigned may have or which may exist between and among Lender, Debtor and/or
the undersigned with respect to the undersigned’s obligations under this
Guaranty, or which Debtor may assert on the underlying debt, including but
not
limited to failure of consideration, breach of warranty, fraud, payment (other
than cash payment in full of the Obligations), statute of frauds, bankruptcy,
infancy, statute of limitations, accord and satisfaction, and usury.
(b) Each
of
the undersigned further waives (i) notice of the acceptance of this Guaranty,
of
the making of any such loans or extensions of credit, and of all notices and
demands of any kind to which the undersigned may be entitled, including, without
limitation, notice of adverse change in Debtor’s financial condition or of any
other fact which might materially increase the risk of the undersigned and
(ii)
presentment to or demand of payment from anyone whomsoever liable upon any
of
the Obligations, protest, notices of presentment, non-payment or protest and
notice of any sale of collateral security or any default of any
sort.
(c) Notwithstanding
any payment or payments made by the undersigned hereunder, or any setoff or
application of funds of the undersigned by Xxxxxx, the undersigned shall not
be
entitled to be subrogated to any of the rights of Lender against Debtor or
against any collateral or guarantee or right of offset held by Lender for the
payment of the Obligations, nor shall the undersigned seek or be entitled to
seek any contribution or reimbursement from Debtor in respect of payments made
by the undersigned hereunder, until all amounts owing to Lender by Debtor on
account of the Obligations are paid in full and Lender's obligation to extend
credit pursuant to the Documents have been terminated. If, notwithstanding
the
foregoing, any amount shall be paid to the undersigned on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full and Lender's obligation to extend credit pursuant to the Documents
shall not have been terminated, such amount shall be held by the undersigned
in
trust for Lender, segregated from other funds of the undersigned, and shall
forthwith upon, and in any event within two (2) business days of, receipt by
the
undersigned, be turned over to Lender in the exact form received by the
undersigned (duly endorsed by the undersigned to Lender, if required), to be
applied against the Obligations, whether matured or unmatured, in such order
as
Lender may determine, subject to the provisions of the Documents. Any and all
present and future debts and obligations of Debtor to any of the undersigned
are
hereby waived and postponed in favor of, and subordinated to the full payment
and performance of, all present and future debts and Obligations of Debtor
to
Lender.
4. Security.
All
sums at any time to the credit of the undersigned and any property of the
undersigned in Lender's possession or in the possession of any bank, financial
institution or other entity that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with,
Lender (each such entity, an “Affiliate”) shall be deemed held by Lender or such
Affiliate, as the case may be, as security for any and all of the undersigned’s
obligations to Lender and to any Affiliate of Lender, no matter how or when
arising and whether under this or any other instrument, agreement or otherwise.
5. Representations
and Warranties.
Each of
the undersigned respectively, hereby jointly and severally represents and
warrants (all of which representations and warranties shall survive until all
Obligations are indefeasibly satisfied in full and the Documents have been
irrevocably terminated), that:
(a) Corporate
Status.
It is a
corporation, partnership or limited liability company, as the case may be,
duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization indicated on the signature page hereof and has
full
power, authority and legal right to own its property and assets and to transact
the business in which it is engaged.
(b) Authority
and Execution.
It has
full power, authority and legal right to execute and deliver, and to perform
its
obligations under, this Guaranty and has taken all necessary corporate,
partnership or limited liability company, as the case may be, action to
authorize the execution, delivery and performance of this Guaranty.
(c) Legal,
Xxxxx and Binding Character.
This
Guaranty constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditor’s rights and general
principles of equity that restrict the availability of equitable or legal
remedies.
(d) Violations.
The
execution, delivery and performance of this Guaranty will not violate any
requirement of law applicable to it or any contract, agreement or instrument
to
it is a party or by which it or any of its property is bound or result in the
creation or imposition of any mortgage, lien or other encumbrance other than
to
Lender on any of its property or assets pursuant to the provisions of any of
the
foregoing, which, in any of the foregoing cases, could reasonably be expected
to
have, either individually or in the aggregate, a Material Adverse
Effect.
(e) Consents
or Approvals.
No
consent of any other person or entity (including, without limitation, any
creditor of the undersigned) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing
or
declaration with, any governmental authority is required in connection with
the
execution, delivery, performance, validity or enforceability of this Guaranty
by
it, except to the extent that the failure to obtain any of the foregoing could
not reasonably be expected to have, either individually or in the aggregate,
a
Material Adverse Effect.
(f) Litigation.
No
litigation, arbitration, investigation or administrative proceeding of or before
any court, arbitrator or governmental authority, bureau or agency is currently
pending or, to the best of its knowledge, threatened (i) with respect to this
Guaranty or any of the transactions contemplated by this Guaranty or (ii)
against or affecting it, or any of its property or assets, which, in each of
the
foregoing cases, if adversely determined, could reasonably be expected to have
a
Material Adverse Effect.
(g) Financial
Benefit.
It has
derived or expects to derive a financial or other advantage from each and every
loan, advance or extension of credit made under the Documents or other
Obligation incurred by the Debtor to Lender.
(h) Prior
Guaranty In Full Force and Effect.
The
Prior Guaranty is in full force and effect and, as of the date hereof, the
enforcement of the Prior Guaranty against the undersigned is subject to no
defenses of any kind.
6. Acceleration.
(a) If
any
breach of any covenant or condition or other event of default or Event of
Default (as defined in any Document) shall occur and be continuing under any
agreement made by Debtor or any of the Guarantors to Lender (including without
limitation, under any Document) , any and all Obligations shall for purposes
hereof, at Lender's option, be deemed due and payable without notice
notwithstanding that any such Obligation is not then due and payable by
Debtor.
(b) Each
of
the undersigned will promptly notify Lender of any default by such undersigned
in its respective performance or observance of any term or condition of any
agreement to which the undersigned is a party if the effect of such default
is
to cause, or permit the holder of any obligation under such agreement to cause,
such obligation to become due prior to its stated maturity (in each case, after
giving effect to applicable cure and/or grace periods) and, if such an event
occurs, Lender shall have the right to accelerate such undersigned’s obligations
hereunder.
7. Payments
from Guarantors.
Lender,
in its sole and absolute discretion, with or without notice to the undersigned,
may apply on account of the Obligations any payment from the undersigned or
any
other guarantors, or amounts realized from any security for the Obligations,
or
may deposit any and all such amounts realized in a non-interest bearing cash
collateral deposit account to be maintained as security for the
Obligations.
8. Costs.
The
undersigned shall pay on demand, all costs, fees and expenses (including
expenses for legal services of every kind) relating or incidental to the
enforcement or protection of the rights of Lender hereunder or under any of
the
Obligations.
9. No
Termination.
This is
a continuing irrevocable guaranty and shall remain in full force and effect
and
be binding upon the undersigned, and each of the undersigned’s successors and
assigns, until all of the Obligations have been paid in full and Lender's
obligation to extend credit pursuant to the Documents has been irrevocably
terminated. If any of the present or future Obligations are guarantied by
persons, partnerships or corporations in addition to the undersigned, the death,
release or discharge in whole or in part or the bankruptcy, merger,
consolidation, incorporation, liquidation or dissolution of one or more of
them
shall not discharge or affect the liabilities of any undersigned under this
Guaranty.
10. Recapture.
Anything in this Guaranty to the contrary notwithstanding, if Lender receives
any payment or payments on account of the liabilities guaranteed hereby, which
payment or payments or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to
a
trustee, receiver, or any other party under any Insolvency Law, common law
or
equitable doctrine, then to the extent of any sum not finally retained by
Xxxxxx, the undersigned’s obligations to Lender shall be reinstated and this
Guaranty shall remain in full force and effect (or be reinstated) until payment
shall have been made to Lender, which payment shall be due on
demand.
11. Books
and Records.
The
books and records of Xxxxxx showing the account between Xxxxxx and Debtor shall
be admissible in evidence in any action or proceeding, shall be binding upon
the
undersigned for the purpose of establishing the items therein set forth and
shall constitute prima facie proof thereof.
12. No
Waiver.
No
failure on the part of Lender to exercise, and no delay in exercising, any
right, remedy or power hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise by Lender of any right, remedy or power hereunder
preclude any other or future exercise of any other legal right, remedy or power.
Each and every right, remedy and power hereby granted to Lender or allowed
it by
law or other agreement shall be cumulative and not exclusive of any other,
and
may be exercised by Lender at any time and from time to time.
13. Waiver
of Jury Trial.
EACH OF
THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT
TO
THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR
INCIDENTAL HERETO. THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE
OR
AGENT OF XXXXXX HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD
NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION.
14. Governing
Law; Jurisdiction; Amendments.
THIS
INSTRUMENT CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED,
CONSTRUED AND INTERPRETED AS TO VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT HAVING EFFECT
TO
PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS
TO
THE JURISDICTION AND VENUE OF THE CIRCUIT COURT OF COOK COUNTY, AND OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR ALL
PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL PROCEEDING BY THE UNDERSIGNED
AGAINST LENDER INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY
WAY
ARISING OUT OF, RELATED TO OR CONNECTED HEREWITH SHALL BE BROUGHT ONLY IN THE
CIRCUIT COURT OF COOK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS. THE UNDERSIGNED FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
OR
A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
MAY
BE SERVED INSIDE OR OUTSIDE OF THE STATE OF ILLINOIS OR THE NORTHERN DISTRICT
OF
ILLINOIS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR
IN
SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH
OF
THE UNDERSIGNED WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
OR VENUE OR BASED UPON FORUM NON
CONVENIENS.
15. Severability.
To the
extent permitted by applicable law, any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
16. Amendments,
Waivers.
No
amendment or waiver of any provision of this Guaranty nor consent to any
departure by the undersigned therefrom shall in any event be effective unless
the same shall be in writing executed by each of the undersigned directly
affected by such amendment and/or waiver and Lender.
17. Notice.
All
notices, requests and demands to or upon the undersigned, shall be in writing
and shall be deemed to have been duly given or made (a) when delivered, if
by
hand, (b) three (3) days after being sent, postage prepaid, if by registered
or
certified mail, (c) when confirmed electronically, if by facsimile, or (d)
when
delivered, if by a recognized overnight delivery service in each event, to
the
numbers and/or address set forth beneath the signature of the
undersigned.
18. Successors.
Lender
may, from time to time, without notice to the undersigned, sell, assign,
transfer or otherwise dispose of all or any part of the Obligations and/or
rights under this Guaranty. Without limiting the generality of the foregoing,
Lender may assign, or grant participations to, one or more banks, financial
institutions or other entities all or any part of any of the Obligations. In
each such event, Lender, its Affiliates and each and every immediate and
successive purchaser, assignee, transferee or holder of all or any part of
the
Obligations shall have the right to enforce this Guaranty, by legal action
or
otherwise, for its own benefit as fully as if such purchaser, assignee,
transferee or holder were herein by name specifically given such right. Lender
shall have an unimpaired right to enforce this Guaranty for its benefit with
respect to that portion of the Obligations which Lender has not disposed of,
sold, assigned, or otherwise transferred.
19. Release.
Nothing
except cash payment in full of the Obligations shall release any of the
undersigned from liability under this Guaranty, provided that this Guaranty
shall be released upon the provision by Lender of written confirmation to the
Debtor that (x) all indebtedness obligations owed by the Debtor or any Guarantor
to Lender have been repaid in full (including, without limitation, all
principal, interest and fees related to the Term Note A, Term Note B, any
indebtedness referred to in theAgreement and any other indebtedness outstanding
at such time and owed to Lender) and (y) all commitments by Xxxxxx to fund
any
indebtedness have been terminated in their entirety.
IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 30th
day of March, 2007.
Very
truly yours,
SEQUIAM
SOFTWARE, INC.
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: CEO
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
SEQUIAM
BIOMETRICS, INC.
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: CEO
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
SEQUIAM
EDUCATION, INC.
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: CEO
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
SEQUIAM
SPORTS, INC.
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: CEO
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
FINGERPRINT
DETECTION TECHNOLOGIES, INC.
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: CEO
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
(Signatures
continue on the next page)
CONSTELLATION
BIOMETRICS CORPORATION
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: CEO
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
BIOMETRIC
SECURITY (PTY) LTD.
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: Director
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
SEQUIAM
EAST, INC. (F/K/A MAGSTONE INNOVATION, INC.)
By:
Name: Xxxxxxxx
XxxxxxXxxxxx
Title: Deputy
General Manager
Address:
000 Xxxxxxx Xxxx
Orlando,
FL 32809
