PROCEEDS INTEREST AGREEMENT
This PROCEEDS INTEREST AGREEMENT (this "Agreement") is entered into as of May 13, 2013 (the “Effective Date”) by and between Solid Solar Energy, Inc., a Nevada corporation (“Solid”), Finishing Touches Home Goods Inc., a Nevada company (“Parent”), and IP Acquisition Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Company”). Solid and Company are individually referred to herein from time to time as a “Party” and are collectively referred to herein from time to time as the “Parties.” Except as otherwise noted, capitalized terms shall have such meanings as set forth in this Agreement or as indicated in Section 1.
SECTION 1
In addition to other terms defined in this Agreement, the following terms have the meaning indicated when used herein:
1.1 “Additional Patents” means patents and patent applications acquired by the Company from persons or entities other than Solid.
1.2 “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries, owns, controls, is owned by, is controlled by or is under common control or ownership with, such specified Person. “Person” means an association, corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization.
1.3 “Distribution Date” means ten (10) business days after receipt of Gross Proceeds by the Company.
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1.4 “Enforcement Activity and Enforcement Activities” means: (a) any litigation, arbitration, mediation, judicial or administrative hearing, legal or equitable cause of action or such other similar proceedings that Company or any Affiliate of the Company may initiate, prosecute and conclude or threaten to initiate against any individual or entity for infringement of the Purchased Patents; or (b) any action taken by Company or any Affiliate of the Company necessary or reasonably required to secure licensing agreements with individuals or entities for the Purchased Patents.
1.5 “Purchased Patents” means (a) the patents and patent applications identified in Exhibit A of the Patent Purchase Agreement (“Patents”) and the inventions disclosed therein, (b) all reissues, divisionals, continuations, continuations-in-part, extensions, renewals, reexaminations and foreign counterparts thereof, and all other patents, patent applications, certificates of invention and other governmental grants resulting from the Patents, (c) all patents and applications which claim priority to or have common disclosure or common priority with any such patents or patent applications (for the avoidance of doubt, patents which include partial commonalities such as figures or patents whose features of the inventions are different from those of Purchased Patents are excluded), and (d) all rights corresponding to any of the foregoing throughout the world (including the right to claim the priority date of any of such patents and patent applications and the right to xxx for and recover damages for any past, present or future infringement of such patents and patent applications); in each case, regardless of whether in existence prior to, as of or after the Effective Date.
1.6 “Proceeds Interest” means the percentage of Net Proceeds payable to Solid as set forth in Exhibit A attached hereto.
1.7 “Company Licensing Proceeds Interest” means the percentage of Net Proceeds payable to Company pursuant to the percentages set forth in Exhibit A attached hereto.
1.8 “Gross Proceeds” means any income, proceeds or revenues, including non-cash consideration, arising out of or related to the Enforcement Activities including, without limitation, income, proceeds or revenues from: (a) licensing fees or any other form of compensation paid to Company as a result of any agreements entered into with any parties to license any or all of the Purchased Patents; (b) awards, judgments or settlements against any individual or entities as a result of any patent infringement litigation prosecuted by Company; or (c) any Sale Transaction.
1.9 “Management Group” means the manager(s) of Company, whose initial managers are Xxxxxxx Xxxx and Xxxx Xxxxxx.
1.10 "Net Proceeds" means the Gross Proceeds LESS: (a) any contingency fee awards, hourly or contract rates, commissions, brokerage commissions, costs, expenses, bonuses, compensation, payments, reimbursements or any other sums (including, but not limited to, expert witness fees, deposition expenses, trial costs, document management charges or other similar fees, expenses or charges) paid by Company to its legal counsel, outside contractors, experts, specialists, advisors, representatives or agents in connection with the Enforcement Activities; and (b) any legal fees, costs, insurance premiums, payments, expenses or any other sums arising out of or related to defending Company (or its officers, directors, members, principals, investors, agents, employees, representatives or legal counsel) from any and all causes of action brought by any party which Company has initiated or prosecuted (or threatened to initiate and prosecute) an Enforcement Action.
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1.11 “Patent Purchase Agreement” means that certain Patent Purchase Agreement, dated May 13, 2013, by and between Solid and Company.
1.12 “Sale Transaction” means an event where the Company, in good faith and at arm’s length, sells, transfers, assigns or otherwise disposes of one or more of the Purchased Patents to any Person other than an Affiliate of the Company.
SECTION 2
CREATION, GRANT AND PAYMENT OF THE NET PROCEEDS
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SECTION 3
NO PARTNERSHIP, JOINT VENTURE, AGENCY OR GRANT OF MANAGEMENT OR EQUITY INTERESTS INTENDED; TAX ISSUES; AUTHORITY
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SECTION 4
Section 4.3. THIS AGREEMENT AND THE OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE INTERPRETED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREUNDER Any dispute, controversy or claim arising out of or relating to this Agreement will be referred to and finally determined by arbitration in accordance with JAMS International Arbitration Rules.
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[SIGNATURE PAGE FOLLOWS]
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IP ACQUISITION SUB I, INC.
__________________________
Name: ____________________
Manager
Address:___________________
__________________________
Attention: _________________
Facsimile: (___) ___-____
FINISHING TOUCHES HOME GOODS, INC.
__________________________
Name: ____________________
Manager
Address:___________________
__________________________
Attention: _________________
Facsimile: (___) ___-____
SOLID SOLAR ENERGY, INC.
__________________________
Name: Xxxx Xxxxx
Title:______________________
Address: __________________
__________________________
Attention: _________________
Facsimile: (___) ___-____
[SIGNATURE PAGE TO THE PROCEEDS INTEREST AGREEMENT]
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EXHIBIT A
PROCEEDS INTEREST
Twenty percent (20%) of the Net Proceeds from any Enforcement Activities or Sale Transaction related to the Purchased Patents.
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