ex-10_1.htm - Generated by SEC Publisher for SEC Filing







 





TRANSFER AND ASSIGNMENT OF
INTELLECTUAL PROPERTY


This AGREEMENT FOR
TRANSFER AND ASSIGNMENT OF INTELLECTUAL PROPERTY (“Agreement”) is made
and entered into as of February 21, 2014 (the “Effective Date”), between
Pencil Pig Ltd, a company incorporated in Malta (“PPL”) and Mark Flores
Martin, an individual residing in Malta (“Flores”)(PPL and Flores shall collectively
be referred to herein as the “Assignors”) and 3D Pioneer Systems, Inc.,
a Nevada corporation (“Assignee”). 


RECITALS


WHEREAS, Assignors are the collective owners
of all right, title and interest in an internet game entitled Tangled Tut (“Tut”); 


WHEREAS, Assignee wishes to acquire all
right, interest and title in Tut in exchange for 7,000,000 shares of restricted
common stock (“Shares”), based upon the terms and conditions set forth
herein;


WHEREAS, because PPL is a wholly owned
entity by Flores, all the Shares shall be issued in the name of Flores;


THEREFORE, in consideration of the above
recitals and of the mutual promises and conditions in this Agreement, and other
valuable consideration, receipt of which is hereby acknowledged, it is agreed
as follows:


 


AGREEMENT


1.                 
Description
of Intellectual Property.
Assignors are the owner of all right, title and interest in Tut, including but
not limited to all patents, trademarks,
domain  names,  registered designs,
copyright
(including  without  limitation  to  the  foregoing  generality  rights in  computer  software,  object  and  source  code),  rights  in
the
nature  of  copyright,
database rights,  semi-conductor
topography
rights,  unregistered  design  rights,  rights  in  and  to trade  names,  business names,  product  names  and  logos, inventions,  databases,  discoveries,  specifications,
formulae, processes,  know
how,  trade  secrets,  confidential  information and  any analogous  or  similar  right  in  any jurisdiction  (whether
any 
such  rights  referred to  in  this  are  registered,
unregistered,
  registrable
  or   not,   and   any  applications   or
rights  to  apply  for  registration  of  any  of  them  together  with
any 
registered  rights  resulting  from  any  such  applications  or
rights  to apply  for registration) of Tut (collectively, the “Intellectual
Property”). 


2.                 
Transfer
And Assignment.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, in exchange for 7,000,000 shares of restricted common
stock of Assignee (the “Shares”), Assignors hereby assign and transfer
to Assignee all of Assignor’s right, title and interest in the Intellectual
Property, together with all rights to secure registrations, renewals, reissues,
and extensions of the copyrights, patents, and trademark rights included
therein, if any.






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3.                 
Warranties
And Representations.
 


a.      
Assignors
hereby covenants, warrants, and represents to Assignee that for good and
valuable consideration, the receipt of which is hereby acknowledged:


                                                             
i.     
Assignors are
the sole owner of and has the exclusive right to use the Intellectual Property,
free and clear of any liens, encumbrances, licenses, or claims of any nature,
and has made no agreement with respect to the Intellectual Property that is in
conflict with this Agreement.


                                                           
ii.     
Except as
specified in Paragraph 1 of this Agreement, no other registration has been
effected or is on file with the appropriate governmental agencies with respect
to the Intellectual Property.


                                                   
iii.           
Since Flores,
one of the Assignors is an individual, Flores agrees to authorize and direct
his or her heirs and personal representatives to make and execute any
instrument and perform any legal act that Assignee may deem necessary to secure
the registration, or any renewal or extension to the registration, of the
Intellectual Property, as applicable.


b.     
Because the
Shares shall be issued in the name of Flores, in regards to the Shares, Flores
individually covenants, warrants, and represents to Assignee that for good and
valuable consideration, the receipt of which is hereby acknowledged:


                                                             
i.     
Flores is not
a U.S. Person as further defined in Exhibit “A”, attached hereto, and
incorporated by reference herein.  Therefore, the Shares will be acquired for
investment for the Flores own account, not as a nominee or agent, and not with
a view to the public resale or distribution thereof within the meaning of
Regulation S of the Securities Act of 1933, as amended (“Securities Act”),
and Flores has no present intention of selling, granting any participation in
or otherwise distributing the same.  


                                                           
ii.     
Flores understands
that the acquisition of the Shares involves substantial risk. Flores has
experience as an investor in securities of companies and acknowledges that it
is able to fend for himself, can bear the economic risk of his investment and
has such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of its investment and protecting its
own interests in connection with this investment.


                                                         
iii.     
Flores understands
that (i) the Shares are characterized as "restricted securities"
under the Securities Act, inasmuch as they are being acquired from the Assignee
in a transaction not involving a public offering and (ii) under the Securities
Act and applicable rules and regulations thereunder, such securities may be
resold without registration under the Securities Act only in certain limited
circumstances. Flores is familiar with Regulation S and Rule 144 of the
Securities Act, as presently in effect, and understands the resale limitations
imposed thereby.  Flores agrees to resell the Shares only in accordance with
Regulation S of the Securities Act, registration or an exemption from
registration therefrom.  






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iv.        
Flores understands
that no United States federal or state agency or any other government or
governmental agency has passed upon or made any recommendation or endorsement
of the Shares.


                                                           
v.     
Unless
registered with the Securities and Exchange Commission (“SEC”), the
Shares will bear a legend in substantially in the following form:


“The
securities represented by this certificate have been issued pursuant to
regulation s promulgated under the U.S. Securities act of 1933, as amended (the
“Act”). As such, the securities represented by this certificate are
“restricted securities” and may not be sold, offered for sale, transferred,
assigned, pledged, hypothecated or otherwise transferred or disposed of other
than (i) pursuant to an effective registration statement as to the shares
represented by this certificate under the Act, (ii) outside the united states
in an offshore transaction in compliance with rule 904 under the act, (iii)
pursuant to rule 144 under the act, or (iv) pursuant to another available
exemption from the registration requirements of the Act. The holder hereof
agrees that (a) any hedging transaction with respect to the securities
represented by this certificate will be conducted in compliance with the Act
and (b) it will deliver, or cause to be delivered, to each person to whom the
securities represented by this certificate are transferred a notice
substantially to the effect of this legend. As used herein, the terms “offshore
transaction” and “united states” have the respective meanings assigned to them
in regulation s under the Act.”


 


Flores hereby acknowledges and
agrees to Assignee making a notation on its records or giving instructions to
the registrar and transfer agent of the Assignee in order to implement the
restrictions on transfer set forth and described in this Agreement.


 


4.                 
Indemnification.  Assignors shall indemnify,
defend, and hold harmless Assignee, and its officers, directors, shareholders,
employees, agents, attorneys and representatives against all liability,
demands, claims, costs, losses, damages, recoveries, settlements, and expenses
(including interest, penalties, attorney fees, accounting fees, and expert
witness fees) incurred by Assignee, known or unknown, contingent or otherwise,
directly or indirectly incurred on account of or arising out of:


a.      
Any breach of
this Agreement, or any breach or inaccuracy in Assignors’ representations,
warranties or agreements herein;


b.     
Any
disposition of the Shares contrary to any of Assignors’ representations,
warranties or agreements herein;


c.      
Any action,
suit or proceeding based on (i) a claim that any of said representations,
warranties or agreements was inaccurate, misleading, or otherwise cause for
obtaining damages or redress from the Assignee or any director, officer, or
representative of the Assignee under the Securities Act, or (ii) any disposition
of the Shares.






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5.                 
Governing
Law. All
questions concerning the construction, validity, and interpretation of this
Agreement will be governed by the internal law, and not the law of conflicts,
of the State of Nevada.


6.                 
Entire
Agreement.
This Agreement, together with all exhibit(s) and schedule(s) hereto,
constitutes the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings, duties or obligations between the parties
with respect to the subject matter hereof.


7.                 
Assignment
and Binding Effect. 
No party shall assign this Agreement to any extent without the written consent
of the other Parties hereto.  Subject to the forgoing, this Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns.


8.                 
Amendments
and Waiver.
This Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of all of the parties
hereto.


9.                 
Invalidity
and Severability. 
If any provisions of this Agreement are held to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the other provisions of
this Agreement which are intended to be, and shall be deemed, severable.


10.             
Further
Instruments and Assurances. 
The Parties will execute and deliver all such other and further instruments and
documents as may be necessary or desirable to carry out the purposes of this
Agreement.


11.             
Notices.  All notices, requests,
demands, claims, and other communications hereunder shall be in writing.  Any
notice, request, demand, claim or other communication hereunder shall be deemed
duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it
is sent for next business day delivery via a reputable nationwide overnight
courier service, in each case to the intended recipient as set forth below:


	
  IF TO ASSIGNORS:

  
	
   

  
	
  Mark Flores Martin

  
	
  41,
  Flat 1, Marina Flats

  
	
  Sir
  Augustus Bartolo Street, Ta’ Xbiex, Malta

  
	
   

  
	
  Pencil Pig Ltd.

  
	
  41,
  Flat 1, Marina Flats

  
	
  Sir
  Augustus Bartolo Street, Ta’ Xbiex, Malta

  
	
   

  
	
   

  
	
  IF TO ASSIGNEE:

  
	
   

  
	
  3D Pioneer Systems, Inc.

  
	
  Attn:
  Alexandros Tsingos

  
	
  22 Hanover Square

  
	
  West
  Central, London UK W1S 1JP    

  








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Any
Party may give any notice, request, demand, claim or other communication
hereunder using any other means (including personal delivery, expedited
courier, messenger service, telecopy or ordinary mail) other than electronic
mail, but no such notice, request, demand, claim or other communication shall
be deemed to have been duly given unless and until it actually is received by
the party for whom it is intended.  Any Party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to
be delivered by giving the other Parties notice in the manner herein set forth.


 


12.             
Counterparts.  This Agreement and any
amendments hereto may be executed in any number of counterparts, all of which
taken together shall constitute a single original instrument.  In any action or
proceeding any photographic, photostatic or other copy of this Agreement may be
entered into evidence.


13.             
Headings.  The headings in this Agreement
are inserted for convenience only and are in no way intended to describe,
interpret, define, or limit the scope, extent or intent of this Agreement or
any provision of this Agreement.


14.             
Interpretation.  This Agreement is the product
of negotiation and shall be deemed to be drafted by all of the parties hereto
and shall not be construed in favor of any particular party, but shall be
construed neutrally and by the plain meaning of its language.  Each party
executing this Agreement represents and warrants that he or it does so with
full knowledge of his or its rights, having a full opportunity to undertake
whatever discovery or investigation they desired, and after receiving
independent legal advice from their attorney(s) with respect to the agreements
herein and all rights, which are herein settled.  Each party further warrants,
represents and agrees that he or it has not relied upon any representation or
statement of fact or opinion by any other party, their agents or attorneys.


[Signatures to follow on the next
page.]


 


 


 


 






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IN
WITNESS WHEREOF,
the parties have executed this Agreement by their duly authorized
representatives as of the date a set forth above.


	
   

  	
  ASSIGNORS:

  
	
   

  	
  PENCIL PIG LTD

  a
  company formed under the laws of Malta

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Mark
  Flores Martin

  
	
  By:

  	
  Mark
  Flores martin

  
	
  Its:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Mark
  Flores Martin

  
	
   

  	
  Mark
  Flores Martin

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  3D PIONEER SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Alexandros
  Tsingos

  
	
  By:

  	
  Alexandros
  Tsingos

  
	
  Its:

  	
  Chief
  Executive Officer

  




 


 


 


 













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Exhibit “A”


NON-U.S. PERSON 


 


By
executing the Agreement, Assignee represents and warrants to the Assignors that
they are not a “U.S. Person” as defined in Regulation S of the
Securities Act of 1933, as amended (the “Securities Act”); and
specifically Assignee is not:


 


	a
     natural person resident in the United States of America, including its
     territories and possessions (“United States”);



 


	a
     partnership or corporation organized or incorporated under the laws of the
     United States;



 


	an
     estate of which any executor or administrator is a U.S. Person;



 


	a
     trust of which any trustee is a U.S. Person;



 


	an
     agency or branch of a foreign entity located in the United States;



 


	a
     non-discretionary account or similar account (other than an estate or
     trust) held by a dealer or other fiduciary for the benefit or account of a
     U.S. Person;



 


	a
     discretionary account or similar account (other than an estate or trust)
     held by a dealer or other fiduciary organized, incorporated, or (if an
     individual) resident in the United States; or



 


	a
     partnership or corporation: (i) organized or incorporated under the laws
     of any foreign jurisdiction; and (ii) formed by a U.S. Person principally
     for the purpose of investing in securities not registered under the
     Securities Act, unless it is organized or incorporated, and owned, by
     accredited investors (as defined in Rule 501(a) under the Securities Act)
     who are not natural persons, estates or trusts.



 


And,
in addition:


 


	the
     Assignors was not offered the Shares in the United States;



 


	if
     at the time the buy-order for the Shares was originated, the Assignors was
     outside the United States; and



 


	the
     Assignors is purchasing the Shares for its own account and not on behalf
     of any U.S. Person (as defined in Regulation S) and a sale of the Shares
     has not been pre- arranged with a purchaser in the United States.