ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT ("the Agreement"), dated April 25, 2007, by and
amongDr. Xxxxx X. Xxxxxxx, an individual residing at 0000 Xxxxxxxxxx Xx.,
Xxxxxxxxxx, XX 00000 ("Xxxxxxx"), X.X. Xxxx, an individual residing at
00000 Xxxxxxx Xx., Xxx Xxxxx, XX 00000 ("Xxxx," and together with Xxxxxxx,
the "Assignor"), and Metabolic Research, Inc., an Indiana corporation having
an office at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx X0X 0X0
(the "Assignee").
RECITALS:
WHEREAS, Assignors are the inventors of certain technologies
relating to the use of fungi, plants, or animals for the production of
anti-inflammatory and analgesic products used to treat and cure
inflammatory diseases, and are the owners of the entire right, title and
interest in and to certain Patent Rights (defined below) relating to such
technologies;
WHEREAS, Assignors desire to have the Patent Rights developed
and commercialized and is willing to grant a Assignment thereunder; and
WHEREAS, Assignee desires to obtain the Assignment of the
Patent Rights upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein, and other good and valuable consideration, the adequacy,
sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
Definitions
1.1 Definitions. As used in this Agreement, the following terms
shall have the following meanings:
(a) "Improvement" means any improvement, addition, or modification
of an invention claimed in the Patent Rights and shall include, without
limitation, any patentable invention that is (i) not included in the
Patent Rights and (ii) is dominated by one or more Valid Claims of the
Patent Rights.
(b) "Assigned Product" means any product or part thereof, that:
(i) absent the Assignment granted hereunder, would infringe one or more
Valid Claims of the Patent Rights; or (ii) is manufactured by using a
Assigned Process or that, when used, practices a Assigned Process.
(c) "Patent Rights" means:
(i) the United States provisional patent applications listed
on Exhibit A attached hereto;
(ii) any patent applications resulting from the provisional
applications listed on Exhibit A, and any divisionals, continuations,
continuation-in-part applications, and continued prosecution applications
(and their relevant international equivalents) of the provisional patent
applications listed on Exhibit A and of such patent applications that
result from the provisional applications listed on Exhibit A, and the
resulting patents;
(iii) any patents resulting from reissues, re-examinations,
or extensions (and their relevant international equivalents) of the
patents described in clauses (i) and (ii) of this subsection 1.1(d); and
(iv) international (non-United States) patent applications
and provisional applications filed after the date hereof and the relevant
international equivalents to divisionals, continuations, continuation-in-
part applications and continued prosecution applications of the patent
applications to the extent the claims are directed to subject matter
specifically described in the patents or patent applications referred to
in clauses (i), (ii) and (iii) of this subsection 1.1(d), and the
resulting patents.
(d) "Term" shall mean the term of this Agreement, which shall commence on
the date hereof and shall remain in effect until the expiration or
abandonment of the last remaining Valid Claim of any issued patents and
filed patent applications within the Patent Rights.
(e) "Valid Claim" means either (i) a claim of an issued patent
within the Patent Rights that has not been held invalid by an administrative
agency or court of competent jurisdiction in any unappealed or unappealable
decision or (ii) a claim of a pending application that has not been abandoned
or finally rejected without the possibility of appeal or refilling. The
invalidity of a particular claim in one or more countries shall not
invalidate such claim in the remaining countries.
ARTICLE II
Assignment Grant
2.1 Assignment Grant. Assignor hereby grants to Assignee, and
Assignee hereby accepts, an absolute, exclusive, unfettered, irrevocable,
perpetual Assignment ("Assignment") of any and all rights to the Patent
Rights and any further extensions or improvements thereto.
ARTICLE III
CONSIDERATION
3.1 Consideration. In consideration of the Assignment, Assignee
shall issue to Assignor an aggregate of two million (2,500,000) shares of
its common stock (the "Consideration Shares") as follows:
Upon execution of this Agreement, Assignee shall issue to Assignor two
million five hundred thousand (2,500,000) shares of the common stock of
Assignee, which is hereby acknowledged and agreed to constitute
consideration for the grant of the Assignment of the Patent Rights;
The Consideration Shares shall be allocated among each Assignor in the
manner specified on Exhibit B attached hereto.
ARTICLE IV
Representations and Warranties
4.1 Assignor's Representations and Warranties. Each Assignor,
jointly and severally, hereby warrants and represents to Assignee that:
(a) Authority. This Agreement constitutes the legal, valid and
binding obligation of each Assignor, enforceable against each of them in
accordance with its terms. Upon the execution and delivery by each
Assignor of this Agreement, this Agreement will constitute the legal,
valid and binding obligation of each Assignor, enforceable against each
of them in accordance with its terms. Each Assignor has the absolute and
unrestricted right, power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement, and such
action has been duly authorized by all necessary action of each Assignor.
(b) Infringement; No Conflict; Litigation. No patent or other
intellectual property right of any third party is infringed or has been
challenged or threatened in any way by the Patent Rights or the
technologies relating to the Patent Rights. To Assignor's knowledge,
there is no patent or patent application of any third party that may
potentially infringe or otherwise interfere with the Patent Rights.
Neither the execution and delivery of this Agreement nor the consummation
or performance of any of the transactions contemplated hereunder will,
directly or indirectly (with or without notice or lapse of time), breach
or give any governmental authority or other person the right to challenge
this Agreement or any of the transactions contemplated hereunder.
Assignor has not granted any other Assignments with respect to the Patent
Rights. Assignor is not aware of any existing or threatened litigation
concerning the Patent Rights.
(c) No Consent Required. Assignor is not required to give any
notice to or obtain any consent from any person in connection with the
execution and delivery of this Agreement or the consummation or
performance of any of the transactions contemplated hereunder.
(d) Inventors; Ownership. Assignor is the sole inventor of the
technologies relating to the Patent Rights. Assignor is the sole and
exclusive owner of the entire right, title and interest in and to the
Patent Rights, free and clear of all liens or other encumbrances.
Assignor has full legal right, authority to grant the exclusive
Assignment to Assignee as set forth herein.
(f) Securities Matters.
(i) Assignor acknowledges its understanding that the issuance
of the Consideration Shares hereunder is intended to be exempt from
registration under the Securities Act of 1933, as amended (the
"Securities Act"). In furtherance thereof, each of Assignor hereby
jointly and severally represents and warrants to the Assignee that it is
an "accredited investor" as that term is defined in Rule 501 of the
General Rules and Regulations under the Securities Act. Assignor is
acquiring the Consideration Shares for its own account as principal, not
as a nominee or agent, for investment purposes only, and not with a view
to, or for, resale, distribution or fractionalization thereof in whole or
in part and no other person has a direct or indirect beneficial interest
in such shares or any portion thereof. Each Assignor has the financial
ability to bear the economic risk of its investment. Each Assignor has
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of the prospective investment
in the shares being issued to it hereunder. Each Assignor has been
provided an opportunity for a reasonable period of time prior to the date
hereof to obtain additional information concerning the issuance of the
shares, Assignee, and all other information to the extent Assignee
possesses such information or can acquire it without unreasonable effort
or expense.
(ii) Assignor understands that the Consideration Shares will
not be registered under the Securities Act or the securities laws of any
state thereof, nor is such registration contemplated. Assignor
understands and agrees further that such shares must be held and may not
be transferred until and unless the shares are registered under the
Securities Act and the securities laws of any other jurisdiction or an
exemption from registration under the Securities Act and any applicable
laws is available. Assignor understands that legends stating that the
shares have not been registered under the Securities Act and the
securities laws of any other jurisdiction and setting out or referring to
the restrictions on the transferability and resale of the shares will be
placed on all documents evidencing the shares.
(g) Full Disclosure. No representation or warranty of Assignor in
this Agreement omits to state a material fact necessary to make the
statements herein, in light of the circumstances in which they were made,
not misleading. There is no fact known to Assignor that has specific
application to the Patent Rights and that materially adversely affects
or, as far as can be reasonably foreseen, materially threatens the Patent
Rights that has not been set forth in this Agreement.
4.2 Assignee's Representations and Warranties.
(a) Authority. This Agreement constitutes the legal, valid and
binding obligation of Assignee, enforceable against Assignee in
accordance with its terms. Upon the execution and delivery by Assignee of
this Agreement, this Agreement will constitute the legal, valid and
binding obligation of Assignee, enforceable against Assignee in
accordance with its terms. Assignee has the absolute and unrestricted
right, power and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement, and such action has been
duly authorized by all necessary action of Assignee.
(b) Issuance of Consideration Shares. The Consideration Shares,
when issued in accordance with the terms hereof and on the basis of the
representations and warranties of set forth herein and paid for as herein
provided, shall be duly and validly issued, fully paid, and non-
assessable.
ARTICLE V
Patent Prosecution
5.1 Responsibility for Patent Rights. Assignee shall prepare,
file, prosecute, and maintain all of the Patent Rights. Assignor and its
appointed patent attorneys shall transmit all patent correspondence
received from any patent office shall be provided to Assignee promptly
upon receipt.
5.2 Payment of Expenses. Assignee shall be responsible for the
payment of all reasonable and necessary fees and costs, including
reasonable attorney's fees, relating to the filing, prosecution and
maintenance of the Patent Rights.
ARTICLE VI
Indemnity and Defense Obligations
6.1 Indemnity by Assignor. Each of Assignor shall, jointly and
severally, indemnify and hold harmless Assignee, and its representatives,
shareholders, directors, officers, employees, agents, subsidiaries, and
affiliates (collectively, the "Assignee Indemnified Persons"), and shall
reimburse the Assignee Indemnified Persons for any loss, liability,
claim, damage, expense (including costs of investigation and defense and
reasonable attorneys' fees and expenses) or diminution of value, whether
or not involving a third party claim (collectively, "Damages"), arising
from or in connection with the following: (a) any breach of any
representation or warranty made by Assignor in this Agreement and any
other certificate, document, writing or instrument delivered by Assignor
pursuant to this Agreement; and (b) any breach of any covenant or
obligation of Assignor in this Agreement or in any other certificate,
document, writing or instrument delivered by Assignor pursuant to this
Agreement.
6.2 Indemnity by Assignee. Assignee shall indemnify and hold
harmless Assignor, and its representatives, shareholders, directors,
officers, employees, agents, subsidiaries, and affiliates (collectively,
the "Assignor Indemnified Persons"), and shall reimburse the Assignor
Indemnified Persons for any loss, liability, claim, damage, expense
(including costs of investigation and defense and reasonable attorneys'
fees and expenses) or diminution of value, whether or not involving a
third party claim (collectively, "Damages"), arising from or in
connection with the following: (a) any breach of any representation or
warranty made by Assignee in this Agreement and any other certificate,
document, writing or instrument delivered by Assignee pursuant to this
Agreement; and (b) any breach of any covenant or obligation of Assignee
in this Agreement or in any other certificate, document, writing or
instrument delivered by Assignee pursuant to this Agreement.
6.3 Third-Party Claims.
(a) "Third-Party Claim" means any claim against any Indemnified
Person by a third party, whether or not involving a Proceeding. Promptly
after receipt by a person entitled to indemnification pursuant to
Sections 6.1 or 6.2 hereof (an "Indemnified Person") of notice of the
assertion of a Third-Party Claim against it, such Indemnified Person
shall give notice to the person obligated to indemnify it under such
Section (an "Indemnifying Person") of the assertion of such Third-Party
Claim, provided that the failure to notify the Indemnifying Person will
not relieve the Indemnifying Person of any liability that it may have to
any Indemnified Person, except to the extent that the Indemnifying Person
demonstrates that the defense of such Third-Party Claim is prejudiced by
the Indemnified Person's failure to give such notice.
(b) If an Indemnified Person gives notice to the Indemnifying
Person of the assertion of a Third-Party Claim, the Indemnifying Person
shall be entitled to participate in the defense of such Third-Party Claim
and, to the extent that it wishes (unless (i) the Indemnifying Person is
also a Person against whom the Third-Party Claim is made and the
Indemnified Person determines in good faith that joint representation
would be inappropriate or (ii) the Indemnifying Person fails to provide
reasonable assurance to the Indemnified Person of its financial capacity
to defend such Third-Party Claim and to provide indemnification with
respect to such Third-Party Claim), to assume the defense of such Third-
Party Claim with counsel satisfactory to the Indemnified Person. After
notice from the Indemnifying Person to the Indemnified Person of its
election to assume the defense of such Third-Party Claim, the
Indemnifying Person shall not, so long as it diligently conducts such
defense, be liable to the Indemnified Person hereunder for any fees of
other counsel or any other expenses with respect to the defense of such
Third-Party Claim, in each case subsequently incurred by the Indemnified
Person in connection with the defense of such Third-Party Claim, other
than reasonable costs of investigation. If the Indemnifying Person
assumes the defense of a Third-Party Claim, (i) such assumption will
conclusively establish for purposes of this Agreement that the claims
made in that Third-Party Claim are within the scope of and subject to
indemnification, and (ii) no compromise or settlement of such Third-Party
Claims may be effected by the Indemnifying Person without the Indemnified
Person's Consent unless (A) there is no finding or admission of any
violation of Legal Requirement or any violation of the rights of any
person; (B) the sole relief provided is monetary damages that are paid in
full by the Indemnifying Person; and (C) the Indemnified Person shall
have no liability with respect to any compromise or settlement of such
Third-Party Claims effected without its Consent. If notice is given to an
Indemnifying Person of the assertion of any Third-Party Claim and the
Indemnifying Person does not, within ten (10) days after the Indemnified
Person's notice is given, give notice to the Indemnified Person of its
election to assume the defense of such Third-Party Claim, the
Indemnifying Person will be bound by any determination made in such
Third-Party Claim or any compromise or settlement effected by the
Indemnified Person.
(c) Notwithstanding the foregoing, if an Indemnified Person
determines in good faith that there is a reasonable probability that a
Third-Party Claim may adversely affect it other than as a result of
monetary damages for which it would be entitled to indemnification under
this Agreement, the Indemnified Person may, by notice to the Indemnifying
Person, assume the exclusive right to defend, compromise or settle such
Third-Party Claim, but the Indemnifying Person will not be bound by any
determination of any Third-Party Claim so defended for the purposes of
this Agreement or any compromise or settlement effected without its
consent (which may not be unreasonably withheld or delayed).
(d) Notwithstanding any other provision of this Agreement,
Assignor and Assignee hereby consent to the nonexclusive jurisdiction of
any court in which a proceeding in respect of a Third-Party Claim is
brought against any Indemnified Person for purposes of any claim that an
Indemnified Person may have under this Agreement with respect to such
Proceeding or the matters alleged therein and agree that process may be
served on Assignor and Assignee with respect to such a claim anywhere in
the world.
(e) With respect to any Third-Party Claim subject to
indemnification hereunder: (i) both the Indemnified Person and the
Indemnifying Person, as the case may be, shall keep the other person
fully informed of the status of such Third-Party Claim and any related
proceedings at all stages thereof where such person is not represented by
its own counsel, and (ii) the parties agree (each at its own expense) to
render to each other such assistance as they may reasonably require of
each other and to cooperate in good faith with each other in order to
ensure the proper and adequate defense of any Third-Party Claim.
6.4 ther Claims. A claim for indemnification for any matter not
involving a Third-Party Claim may be asserted by notice to the party from
whom indemnification is sought and shall be paid promptly after such
notice.
ARTICLE VII
Confidential Information
7.1 Information Exchange. During the Term, Assignee and Assignor
are likely to exchange information relating to the Patent Rights and
their commercial exploitation by Assignee. The following provisions are
intended to protect the confidential or proprietary information of each
party.
(a) Confidential Information. "Confidential Information" shall
mean any confidential or proprietary information furnished by one party
(the "Disclosing Party") to the other party (the "Receiving Party") in
connection with this Agreement. Such Confidential Information shall
include, without limitation, any information relating to the Patent
Rights, and all items, materials and information which belong to the
Disclosing Party and are not generally known to the public that has been
or may hereafter be disclosed to Receiving Party by the Disclosing Party
or by the directors, officers, employees, agents, consultants, advisors
or other representatives, including legal counsel, accountants and
financial advisors of the Disclosing Party, irrespective of the form of
the disclosure. Confidential Information is intended to be interpreted
broadly and includes trade secrets and other proprietary or confidential
information concerning the business and affairs of the Disclosing Party,
product specifications, data, know-how, formulae, compositions,
processes, designs, sketches, photographs, graphs, drawings, samples,
inventions and ideas, past, current, and planned research and
development, current and planned manufacturing or distribution methods
and processes, customer lists, current and anticipated customer
requirements, price lists, supplier lists, market studies, business
plans, computer software and programs (including object code and source
code), computer software and database technologies, systems, structures
and architectures (and related processes, formulae, composition,
improvements, devices, know-how, inventions, discoveries, concepts,
ideas, designs, methods and information); financial statements, financial
projections and budgets, historical and projected sales, capital spending
budgets and plans, the names and backgrounds of key personnel, and
personnel training techniques and materials. Confidential Information
also includes all notes, analyses, compilations, studies, summaries and
other material prepared by the Receiving Party containing or based, in
whole or in part, upon any Confidential Information.
(b) Obligations. During and after the Term, the Receiving Party shall
(i) maintain Confidential Information of the Disclosing Party in strict
confidence, except that the Receiving Party may disclose or permit the
disclosure of any Confidential Information to its directors, officers,
employees, consultants, and advisors who are obligated to maintain the
confidential nature of such Confidential Information and who need to know
such Confidential Information for the purposes of this Agreement; (ii) use
such Confidential Information solely for the purposes of this Agreement;
and (iii) allow its trustees or directors, officers, employees, consultants,
and advisors to reproduce the Confidential Information only to the extent
necessary for the purposes of this Agreement, with all such reproductions
being considered Confidential Information.
(c) Exceptions. The obligations of the Receiving Party under
Section 8.1(b) above shall not apply to the extent that the Receiving
Party can demonstrate that certain Confidential Information (i) was in
the public domain prior to the time of its disclosure under this
Agreement; (ii) entered the public domain after the time of its
disclosure under this Agreement through means other than an unauthorized
disclosure resulting from an act or omission by the Receiving Party;
(iii) was independently developed or discovered by the Receiving Party
without use of the Confidential Information; (iv) is or was disclosed to
the Receiving Party at any time, whether prior to or after the time of
its disclosure under this Agreement, by a third party having no fiduciary
relationship with the Disclosing Party and having no obligation of
confidentiality with respect to such Confidential Information; or (v) is
required to be disclosed to comply with applicable laws or regulations,
or with a court or administrative order, provided that the Disclosing
Party receives reasonable prior written notice of such disclosure and the
Receiving Party takes all reasonable actions to obtain confidential
treatment of such information and, if possible, to minimize the extent of
such disclosure.
(d) Ownership and Return. The Receiving Party acknowledges that
the Disclosing Party (or any third party entrusting its own information
to the Disclosing Party) claims ownership of its Confidential Information
in the possession of the Receiving Party. Upon the expiration or
termination of this Agreement, and at the request of the Disclosing
Party, the Receiving Party shall return to the Disclosing Party all
originals, copies, and summaries of documents, materials, and other
tangible manifestations of Confidential Information in the possession or
control of the Receiving Party, except that the Receiving Party may
retain one copy of the Confidential Information solely for the purpose of
monitoring its obligations under this Agreement.
(e) Right to Injunctive Relief. The Receiving Party acknowledges
that disclosure or distribution of Confidential Information or use of
Confidential Information contrary to the terms of this Agreement may
cause irreparable harm to the Disclosing Party, for which damages at law
may not be an adequate remedy, and agrees that the provisions of this
Agreement prohibiting disclosure or distribution of the Confidential
Information or use contrary to the provisions hereof may be specifically
enforced through injunctive relief by a court of competent jurisdiction
in addition to any and all other remedies available at law or in equity.
ARTICLE IX
General Provisions
8.1 Governing Law. This Agreement and all disputes arising out of
or related to this Agreement, or the performance, enforcement, breach or
termination hereof, and any remedies relating thereto, shall be
construed, governed, interpreted and applied in accordance with the laws
of the State of Nevada, U.S.A., without regard to conflict of laws
principles, except that questions affecting the construction and effect
of any patent shall be determined by the law of the country in which the
patent shall have been granted.
8.2 Force Majeure. Neither party will be responsible for delays
resulting from causes beyond the reasonable control of such party,
including without limitation fire, explosion, flood, war, strike, or
riot, provided that the nonperforming party uses commercially reasonable
efforts to avoid or remove such causes of nonperformance and continues
performance under this Agreement with reasonable dispatch whenever such
causes are removed.
8.3 Amendment and Waiver. This Agreement may be amended,
supplemented, or otherwise modified only by means of a written instrument
signed by both parties. Any waiver of any rights or failure to act in a
specific instance shall relate only to such instance and shall not be
construed as an agreement to waive any rights or fail to act in any other
instance, whether or not similar.
8.4 Severability. In the event that any provision of this Agreement
shall be held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect any other provision of this Agreement,
and such provision shall be modified to preserve (to the extent possible)
their original intent.
8.5 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective permitted successors
and assigns.
8.6 Headings. All headings are for convenience only and shall not
affect the meaning of any provision of this Agreement.
8.7 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to its subject matter and
supersedes all prior agreements or understandings between the parties
relating to its subject matter.
8.8 Further Assurances. From time to time, each party shall make
reasonable commercial efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things reasonably necessary, proper
or advisable, including as required by applicable laws, to consummate and
make effective as promptly as practicable the transactions contemplated
by this Agreement.
8.9 Notices. All notices or other communications required or
permitted hereunder shall be in writing shall be deemed duly given (a) if
by personal delivery, when so delivered, (b) if transmitted by facsimile,
(c) if mailed, three (3) business days after having been sent by
registered or certified mail, return receipt requested, postage prepaid
and addressed to the intended recipient as set forth below, or (d) if
sent through an overnight delivery service in circumstances to which such
service guarantees next day delivery, the day following being so sent:
(1) If to Assignors:
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
and
X.X. Xxxx
00000 Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
(2) If to Assignee:
Metabolic Research, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx X0X 0X0
Attn: Xxxx Xxxxxxxxx, Chief Executive Officer
Facsimile: (000)-000-0000
Any party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties notice in the
manner herein set forth.
8.10 Legal Representation of the Parties. The parties agree that each
party was either represented by its own separate and independent counsel or
had an opportunity to be so represented in connection with this Agreement.
This Agreement was negotiated by the parties with the benefit of legal
representation, and any rule of construction or interpretation otherwise
requiring this Agreement to be construed or interpreted against any party
shall not apply to any construction or interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement
as of the date first written above.
ASSIGNOR: ASSIGNEE:
--------------------- METABOLIC RESEARCH, Inc.
XX. XXXXX X. XXXXXXX
By:
---------------------
Name: Xxxx Xxxxxxxxx
--------------------- Title: Chief Executive Officer,
X. X. XXXX Chief Financials Officer,
and Director
EXHIBIT A
List of Provisional Patent Applications
1. "Composition and Method of Producing Endogenous Therapeutic Anti-
Inflammatory Eiconasids and their Metabolites by Exogenous or Oral
Means," by Xxxxx X. Xxxxxxx and X.X. Xxxx, (USPTO Serial Number
60/570,649).
2. "Method and Process for Producing Anti-inflammatory Products from
Fungi," by Xxxxx X. Xxxxxxx and X.X. Xxxx, (USPTO Serial Number to be
supplied upon receipt).
EXHIBIT B
ALLOCATION OF CONSIDERATION SHARES
The Consideration Shares shall be allocated among each Assignor as follows:
Name of Assignor Percentage of Consideration Shares to
be Allocated to Such Assignor
Xxxxx X. Xxxxxxx 50%
X.X. Xxxx 50%
Total 100%