OPTION AGREEMENT
This
OPTION AGREEMENT (this
“Agreement”) is made and entered into as of December 24, 2009 by and between PA
LLC, a Delaware limited liability company (the “Company”) with an address at
0000 Xxxxx Xxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxxx 00000, and Congoo,
LLC, a Delaware limited liability company (“AdBlade”).
RECITALS
WHEREAS,
AdBlade has licensed certain technology from the Company and, in accordance
therewith, will be marketing such technology to parties (such parties,
“Potential Customers”) who may be interested in becoming potential sublicensees
to commercially utilize the licensed technology to plan, construct and operate
facilities for the growth and harvesting of micro-crops for the production of
oil and biomass, and who are capable of planning, constructing, and operating
such facilities (such facilities, “Units”); and
WHEREAS,
the Company desires to commit to purchase from AdBlade the right to market and
directly license its technology to any and all qualified Potential Customers in
Egypt, pursuant to the terms and conditions hereof (the “Potential Customer
List”).
AGREEMENT
NOW
THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration the sufficiency of which is hereby
acknowledged, the Company and AdBlade hereby agree as follows:
1. Option. AdBlade
shall be entitled, in its sole discretion, to sell to the Company, and the
Company shall be obligated to purchase, the Potential Customer List, for a
purchase price of two million dollars ($2,000,000) (the “Option”); provided,
however, that such Potential Customer List contains no less than three (3)
qualified Potential Customers. The qualification criteria for a
Potential Customer shall include the Potential Customer’s capability for
licensing the rights to plan, construct, and operate a Unit or Units from the
Company (the “Criteria”). The Option may only be exercised after June
15, 2010, and prior to January 31, 2011, unless otherwise agreed between the
parties (the “Option Period”).
2. Procedure for
Exercise. In the event that AdBlade desires to exercise the
Option, it shall deliver written notice of such election to the Company during
the Option Period at the Company’s address as listed above,
Attn: Xxxxx Xxxxxxx. AdBlade shall promptly thereafter
(and in no event later than five (5) business days thereafter) deliver the names
of the qualified Potential Customers and all information in its possession
regarding such Potential Customers and such Potential Customers’ capability for
licensing the rights to plan, construct, and operate a Unit or Units from the
Company, along with a written report summarizing the activities conducted by
AdBlade with respect to any such assigned Potential Customers. After
receipt thereof, the Company shall deliver, or cause to be delivered, two
million dollars ($2,000,000) by check or wire transfer of immediately available
funds to an account designated in writing by AdBlade.
3. Continuing Rights and
Obligations. In the event that AdBlade exercises the Option,
then AdBlade (i) will provide transition assistance to Company by providing
relevant account information regarding the Potential Customers, and (ii) shall
not continue to directly market, for its own or any other party’s benefit, the
licensed technology to any qualified Potential Customers on the Potential
Customer List.
4. Term. This
Agreement shall be effective as of the date hereof and shall continue in effect
until January 31, 2011.
5. Miscellaneous. This
Agreement shall be governed by and construed in accordance with the laws of the
state of New York, USA and the parties irrevocably and unconditionally submit to
the jurisdiction of the courts of New York. Other than as may be
expressly set forth herein, this Agreement shall not be construed as creating
any rights or obligations other than those expressly set forth
herein. This Agreement (including any attachments hereto), and any
other documents executed in connection herewith by authorized representatives of
the parties, contain the entire agreement between the parties relating to the
subject matter contained herein, and supersede all prior or contemporaneous
agreements, written or oral, with respect thereto. This Agreement may
be executed in counterparts, each of which shall be an original, but which
counterparts shall together constitute one and the same
instrument. Facsimile or scanned pdf copies of such signature pages
shall be deemed originals. This Agreement shall inure to the benefit
of, and shall be binding upon, the successors and assigns of the parties;
provided, however, that neither party shall assign any right herein or delegate
any duties without the prior written consent of the other
party. Failure of either party hereto to enforce any of the
provisions of this Agreement or any rights with respect thereto shall in no way
be considered to be a waiver of such provisions or rights or in any way affect
the validity of this Agreement. In the event that any provision of
this Agreement is held to be invalid, void or illegal by any court of competent
jurisdiction, then the court making such determination may reduce the
obligations so as to be enforceable according to applicable law and enforce such
obligations as reduced. The remaining provisions of this Agreement
shall be enforced according to their terms
[REMAINDER
OF PAGE INTENTIONALLY BLANK]
IN
WITNESS WHEREOF, the parties hereto have executed this OPTION AGREEMENT as of
the date set forth in the first paragraph hereof.
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COMPANY:
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ADBLADE:
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PA
LLC
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CONGOO,
LLC
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By:
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/s/ Xxxxxx Xxxxxxx |
By:
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/s/ Ash Xxxxxx | |
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Name:
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Xxxxxx Xxxxxxx |
Name:
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Ash Xxxxxx | |
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Title:
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Title:
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