Text
Marked By [* * *] Has Been Omitted Pursuant To A Request For Confidential Treatment And Was Filed Separately With The Securities
And Exchange Commission.


 


DEFINITIVE
AGREEMENT


 


Effective
as of June 16, 2016 (“Effective Date”), this definitive agreement (“Agreement”) is entered into by and between
Inventergy Innovations, LLC, Inc., a California Limited Liability Corporation with a place of business at 900 E. Hamilton Avenue,
Suite 180, Campbell, CA 95008 (“Inventergy”), and Global Trek Xploration, a California Corporation with a place of business
at 117 W. 9TH Street, Suite 1214, Los Angeles, California 90015 (“GTX”); each of these entities is to be considered
a “Party” to this Agreement.


 


1.
RECITALS


 


WHEREAS:


 


	 	●	GTX
    owns a number of patents and patent applications;
	 	 	 
	 	●	Inventergy
    has expertise in intellectual property monetization; and
	 	 	 
	 	●	The
    Parties wish to establish a relationship where GTX’s Patents (defined below) will be assigned to an Entity (also defined
    below) for purposes of monetization, with terms specified below governing issues relating to the establishment and management
    of this Entity, and associated revenue share;



 


NOW,
THEREFORE, the Parties agree as follows.


 


2.
SUMMARY


 


This
summary is provided as an aid to understanding the Agreement; in the event of any conflict or inconsistency with the terms set
forth below, the terms which follow this summary are to predominate.


 


GTX
is engaging Inventergy to monetize GTX’s Patents. Upon signing this Agreement, the Patents identified in Exhibit A will be assigned
to an Inventergy subsidiary (i.e., the Entity), with Inventergy assigning a 45% interest in the Entity to GTX and also making
a sequence of payments to GTX (identified in Section 4.4 below). Monetization will be controlled by Inventergy as the managing
party, with Inventergy either consulting with GTX or required to obtain approval of GTX for specified actions.


 


Once
this Agreement is signed, GTX will not be able to terminate this Agreement unless (a) the patent monetization efforts should fail
to meet specified License Goals (defined below), or (b) Inventergy should materially breach its obligations to GTX. The payments
specified above and in Section 4.4 below represent a walk-away obligation of Inventergy limit of liability, subject to payment
of any GTX’s share of any actually-collected royalties for monetization efforts substantially launched or completed prior to termination.
Should this Agreement be terminated, Inventergy shall cause the Entity to transfer the patents listed in Exhibit A back to GTX
or GTX’s designee.


 





 



 


Inventergy/GTX,
Page  1 of  25


Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


3.
DEFINITIONS


 


	 	3.1	“Confidential
    Information” is defined below in Section 8.1.
	 	 	 
	 	3.2	“Consulting
    Agreement” is defined below in Section 6.1.
	 	 	 
	 	3.3	“Costs
    ” are defined below in Section 5.3.
	 	 	 
	 	3.4	“Disclosing
    Party” is defined below in Section 8.1.
	 	 	 
	 	3.5	“Dispute
    Resolution Process” is defined below in Section 11.1. 
	 	 	 
	 	3.6	“Effective
    Date” is defined above in the first paragraph of this Agreement.
	 	 	 
	 	3.7
    	“Entity”
    means a corporate entity to be established and named by Inventergy prior to or upon entry in to this Agreement which will
    serve as a holding company for the Patents. The Entity will initially be created as a 100% subsidiary of Inventergy and be
    created in a manner of a format of Inventergy’s choosing (e.g., LLC, LLP, C Corp., etc., under the laws of a jurisdiction
    to be selected by Inventergy).
	 	 	 
	 	3.8	“GTX”
    is defined in the first paragraph of this Agreement.
	 	 	 
	 	3.9	“Inventergy”
    is defined in the first paragraph of this Agreement.
	 	 	 
	 	3.10	“Mixed
    Revenue” is defined below in Section 5.4. 
	 	 	 
	 	3.11	“Net
    Revenue” is defined below in Section 5.3.
	 	 	 
	 	3.12	“Notice”
    is defined below in Section 12.1.
	 	 	 
	 	3.13	“Patents”
    means (a) those patent applications and/or patents listed in Exhibit A hereto, (b) all patent applications or patents not
    listed in Exhibit A which, now or in the future, are owned by or controlled by GTX, and which claims or is amended to claim
    an invention relating to tracking and/or tracking devices (but not including claims limited to footwear), (c) all continuations,
    continuations-in-part, counterparts, divisions, reexaminations, reissues, utility conversions, foreign counterpart applications,
    PCT applications, renewals or other documents that claim priority to, or a common priority with or are otherwise derived from
    any of the foregoing, and (d) all similar rights on a worldwide basis to the foregoing, including by way of example (but not
    limitation) any inventor’s certificate, utility model, registered invention.
	 	 	 
	 	3.14	“Patent
    Revenue” is defined below in Section 5.3. 
	 	 	 
	 	3.14	 “Receiving Party” is defined in Section 8.1, below.


 


 






 


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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	3.15	“Revenue
    Share” means, in the case of Inventergy, fifty-five percent (55%) of Net Revenue for a calendar year quarter, and
    in the case of GTX, forty-five percent (45%) of Net Revenue for the calendar year quarter.
	 	 	 
	 	3.16	“Substantially
    Completed Monetization Effort” means any of (a) a patent license or sale where discussion and/or negotiation has
    proceeded to the point where an agreement draft, letter of intent, a terms sheet or other list of deals points, has been exchanged,
    including any situation where an agreement to provide a patent license or sale has in fact been executed, or (b) a lawsuit
    has been filed for infringement of one or more of the Patents.
	 	 	 
	 	3.17	“Termination”
    is defined below in Section 5.1.


 


4.
PATENT TRANSFER; ENTITY OWNERSHIP AND MANAGEMENT


 


	 	4.1	Patent
    Transfer. GTX hereby assigns all right, title and interest in and to the Patents, on a worldwide basis, to the Entity.
    GTX further agrees to confirm such assignment using a form substantially similar to that appearing in Exhibit B, which it
    will execute concurrently with entry into this Agreement. For avoidance of doubt, the Parties stipulate that such assignment
    conveys to the Entity all right, title and interest in and to the Patents, including the exclusive right to sue and the exclusive
    right to grant licenses under the Patents, and right to recover future and past damages for infringement, and that GTX retains
    no right to grant licenses to or to sue for infringement of the Patents, whether for past damages or otherwise. In connection
    with such Assignment, and in future support of monetization efforts by the Entity, GTX agrees to execute such additional documentation
    and to take other acts as reasonably deemed necessary by Inventergy and/or the Entity in order to assign the Patents in the
    Entity and to record the Entity’s interest in the Patents, and to otherwise cooperate as necessary in the prosecution, maintenance
    and assertion of the Patents by the Entity. Further, the obligation of GTX to assign Patents on an ongoing basis is expressly
    agreed to be a continuing obligation for GTX inventions that result from collaboration with Inventergy (or the Entity). Such
    inventions are to be assigned to the Entity under the terms of this Agreement. In addition, any Inventergy inventions as a
    result of collaboration with GTX as well as any patents or patent applications derived from the specifications of the initial
    transferred intellectual property listed in Exhibit A will also be assigned to the Entity under the terms of this Agreement.
    
	 	 	 
	 	4.2	Entity
    Ownership. Inventergy hereby transfers to GTX a forty-five percent (45%) ownership interest in the Entity to GTX as
    of the Effective Date. Inventergy shall retain a fifty-five (55%) ownership interest in the Entity following the Effective
    Date. 
	 	 	 
	 	4.3	Entity
    Management. The Entity shall act as a holding company for the Patents and shall be managed by Inventergy as follows.


 





 



 


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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	4.3.1	Inventergy
    shall have exclusive responsibility for direction of, and sole control over, the Entity’s actions related to (a) prosecution
    of the Patents, in all jurisdictions (including without limitation, country selection, claims selection and preparation and
    filing of continuation/divisional filings), (b) selection of counsel to represent the Entity, (c) maintenance of the Patents,
    (d) licensing of the Patents (other than for exclusive licenses, see below), and related negotiation and terms, (e) assertion
    of any of the Patents, including decisions on parties to approach and any litigation and/or settlement relating to the Patents,
    and (f) any other litigation or action involving any of the Patents, including without limitation the conduct and/or settlement
    or resolution of any inter-partes reexamination, declaratory judgment action or other proceeding relating to the validity
    and/or infringement of a Patent; GTX’s approval will not be required for any of these things. However, notwithstanding the
    foregoing, Inventergy will use reasonable efforts to confer with GTX prior to consummation of licenses by the Entity, and
    prior to institution by the Entity of any litigation for infringement of the Patents. Inventergy shall be responsible for
    fronting all expenses relating to (a)-(f) above. Inventergy may also engage one or more personnel of GTX to act as a consultant
    in support of patent prosecution or monetization efforts, as further described below in Section 6.1; generally speaking, such
    services shall be provided upon request of Inventergy, for example, to answer questions of outside counsel relating to patent
    prosecution which cannot be answered by Inventergy, assist with patent monetization strategy and otherwise to assist monetization
    efforts by providing, for example, market information and analysis and/or information regarding purportedly infringing products.
    
	 	 	 
	 	4.3.2	Notwithstanding
    the previous section, approval of both Parties is required (a) for any sale or transfer of any of the Patents by the Entity,
    and/or (b) the granting of an exclusive license under any of the Patents by the Entity, and/or (c) any settlement which concedes
    invalidity of a Patent. Should the Parties be unable to agree on such approval, either Party shall be entitled to initiate
    a Dispute Resolution Process as provided below.


 


	 	4.4	Payment
    By Inventergy. In consideration for the assignment of the Patents as provided above, Inventergy shall pay GTX as follows:


 


	 	(a)
    	$25,000
    (US) by June 30, 2016;
	 	(b)	$25,000
    (US) by August 25, 2016
	 	(c)
    	$75,000
    (US) by September 25, 2016; and
	 	(d)
    	$25,000
    (US) by November 25, 2016.
	 	(e)	$100,00
    (US) by December 25, 2016


 


GTX
shall be responsible for any taxes relating to the foregoing. Inventergy may request electronic transfer instructions so as to
effectuate “paperless” payment of the above amounts.


 





 



 


Inventergy/GTX,
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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	4.5	Nature
    Of Inventergy’s Payment. For avoidance of doubt, the Parties stipulate to the following: 


 


	 	(a)
    	The
    amounts represented in Section 4.4 shall be due and payable irrespective of whether any royalties are collected for licensing
    or assertion of any of the Patents; and
	 	 	 
	 	(b)	The
    pertinent amounts stated in Section 4.4 up through the point of providing any Notice of Termination represent a walk away
    position (i.e., limit of liability) for Inventergy, subject to any Royalty Share owed to GTX for royalties actually collected
    which are attributable to any Substantially Completed Monetization Effort before Termination, and subject to the other provisions
    of the termination section, below.


 


	 	●	Example
    - Inventergy elects to terminate on July 5, 2016 and provides Notice of Termination on this date; in this event, Inventergy
    would be obligated to pay GTX $25,000 as provided above, and to cause the Entity to transfer the Patents back to GTX, but
    would not owe the other payments referenced above because it terminated on a date before such payments were due; if a licensing
    deal was signed prior to Termination, the Parties would continue to divide any Net Revenue whenever received for such Substantially
    Completed Monetization Effort according to the Parties’ respective Revenue Shares.


 


5.
TERMINATION, MINIMUM QUARTERLY PAYMENTS, COMPUTATION OF REVENUE SHARES, AND LICENSE GOALS


 


	 	5.1	Termination.
    


 


	 	(a)
    	By
    Inventergy: Inventergy can terminate this Agreement upon fifteen (15) days’ Notice at any time, with or without cause,
    but no earlier than 90 days after the Effective Date (if without cause).
	 	 	 
	 	(b)
    	By
    GTX: GTX can terminate this Agreement only for cause, upon fifteen (15) days’ Notice, (i) for failure to achieve License
    Goals (as provided below), or (ii) upon material breach by Inventergy, provided that GTX provides Inventergy with Notice of
    such breach and affords Inventergy fifteen (15) days’ opportunity to cure prior to issuing Notice of Termination. In the event
    that GTX provides Notice of Termination, Inventergy shall be entitled during such fifteen (15) day Notice period to initiate
    the Dispute Resolution Process (see below) and any such Termination shall be stayed pending completion of the Dispute Resolution
    Process. This Agreement shall not be terminated unless such Process results in a finding that Termination is indeed justified
    according to the terms provided above.
	 	 	 
	 	(c)
    	Effect
    of Termination: Subject to assignment to the Entity of the Patents as provided above, in the event of Termination,
    (i) Inventergy shall pay to GTX the amounts as specified in Section 4.4 above, to the extent such amounts have not already
    been paid, as owed up through the date that the Notice of Termination is provided; (ii) Inventergy shall pay to GTX its share
    of Net Revenue actually collected by the Entity (see the Net Revenue provisions, below), and (iii) Inventergy shall promptly
    cause the Entity to transfer and assign back to GTX or its designee all right, title and interest in each of the Patents,
    consistent with what was specified above in Section 4.1, including all (sole) responsibility for future prosecution and maintenance
    of the Patents following Termination, but not including right to receive royalties/damages for any Substantially Completed
    Monetization Effort. Following Termination, should additional royalties or other income be received by either Inventergy or
    GTX which is attributable to any Substantially Completed Monetization Effort, such additional amounts shall be treated as
    Patent Revenue (see below) by the Party receiving such Patent Revenue, with the receiving Party performing reimbursement as
    indicated below and paying out to the other Party its respective Revenue Share (although being offset against any previous
    advance paid according to the terms of Section 5.2 below); in other words, Termination shall not deprive a Party of a continuing
    right to its Revenue Share for transactions for Substantially Completed Monetization Efforts at the time of Termination, to
    the extent that associated Patent Revenues are received following Termination.


 





 



 


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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	5.2	GTX
    Revenue Share Advance. Inventergy agrees that, until it provides Notice of Termination, GTX will receive a cumulative
    Revenue Share amounting to not less than ***US per calendar year quarter, beginning January 1, 2017, with amounts being payable
    in the middle of the quarter (i.e., on February 15, May 15, August 15 and November 15, respectively). To the extent that collected
    Patent Revenue does result in GTX receiving such a running Revenue Share, at a minimum, Inventergy shall provide an advance
    to GTX to make up the difference which will later be offset against Revenue Share which is paid to GTX. It is agreed that
    such advances are subject to a ***US cap. If GTX has already received Revenue Share which exceeds its cumulative guarantee,
    it shall not be due an advance. Once any combination of minimum advance or Revenue Share of ***US in the aggregate has been
    paid to GTX, there will be no obligation for further advances to be paid. Finally, in the event that either Party provides
    Notice of Termination, no additional quarterly advances will be due.


 


	 	●	Example
    1: The Entity receives ***US of Net Revenue in Q4CY2016, but receives no further Net Revenue until after CY2017. In such a
    case, GTX would be paid ***US as its Revenue Share on February 15, 2017, and would receive a ***US payment on May 15, 2017
    (representing the difference of 2 quarters* ***US, minus Revenue Share paid to date to GTX).
	 	 	 
	 	●	Example
    2: Assume relative to Example 1 that the Entity further receives ***US additional Net Revenue on December 20, 2017 and receives
    no further Net Revenue during CY2018-2025; Inventergy would pay ***US to GTX on August 15, 2017 and November 15, 2017, and
    then on February 15, 2018, would pay ***US to GTX (GTX would have already received ***US in advances not yet offset against
    its Revenue Share, and so this would be deducted from its share of the ***US revenue). GTX in this example would not receive
    any more quarterly advances until January 15, 2022, when it would receive ***US as its last quarterly advance (i.e., at this
    point, it would have received cumulative ***US Revenue Share but would have an aggregate Revenue Share guarantee that becomes
    ***US on January 15, 2022). Because it would have effectively received ***US of Revenue Share at that point, no further quarterly
    advances would thereafter be payable.


 


 






 


Inventergy/GTX,
Page  6 of  25


Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


		●	Example
                                         3 - Entity receives an aggregate of ***US Patent Revenue during Q2 of CY2017, and there
                                         are outstanding, accrued reimbursement claims of ***US (including ***US fronted by Inventergy
                                         and ***US fronted by GTX), a minimum quarterly payment of ***US which was already paid
                                         to GTX during Q1CY2017 and another minimum quarterly payment which would ostensibly be
                                         due in Q2CY2017; in such a case, of the ***US Patent Revenue received by the Entity:



 


a)
***would be reimbursed to Inventergy


b)
***would be reimbursed to GTX


 


leaving
***US Net Revenue of which ***US would be due to GTX, but reduced by the ***prepayment to ***. If no further Patent Revenue was
received during the following four quarters, the minimum quarterly payments due to GTX over these next quarters would be ***US,
***US, ***US and ***US respectively.


 


	 	5.3	Calculation
    Of Revenue Shares. 


 


	 	(a)
    	Patent
    Revenue: Revenue from licenses under the Patents, sales of one or more of the Patents, and/or other assertion of the
    Patents (including litigation), hereinafter “Patent Revenue,” received during the prior calendar year quarter will
    be handled as follows.


 


	 	(1)
    	Patent
    Revenue shall first be applied to reimburse a Party that has paid for patent prosecution or monetization costs (“Costs”),
    including without limitation patent prosecution costs (e.g., filing fees, maintenance fees, outside counsel fees, etc.), fees
    for third party services (including GTX’s Consulting Services, but only to extent that any fees or costs beyond the stock
    grant are paid), expert fees, outside counsel fees, etc.), and operating expenses of the Entity (e.g., marketing, payroll,
    taxes, etc.), substantially as follows


 


	 	●	Monies
    received during the previous calendar quarter will be accrued and used to reimburse Inventergy for Costs to the extent fronted
    pursuant to Section 4.3.1, above,
	 	 	 
	 	●	Remaining
    monies will then be used to reimburse the Entity for Costs to the extent that such have been paid directly by the Entity,
    and
	 	 	 
	 	●	Notwithstanding
    the foregoing, Cost reimbursement under this Section 5.3.(a)(2) as provided above shall be capped at fifty percent (50%) of
    Patent Revenue received for the previous calendar quarter, but any Costs above this amount are to be carried over and accrued
    from quarter-to-quarter; and


 


	 	(2)	Following
    allocation of Patent Revenue to reimbursement of Costs, remaining “Net Revenue” will then be paid out following
    close of the pertinent calendar quarter (e.g., on May 15 for Q1, August 15 for Q2, November 15 for Q3 and February 15 for
    Q4) to the Parties according to respective Revenue Share, deducting from GTX’s share any previously paid quarterly advances
    to the extent not already offset against GTX’s Revenue Share.


 


 






 


Inventergy/GTX,
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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	(3)
    	The
    Revenue Share portion due to GTX will be distributed as follows:


 


●Within
2 weeks after Inventergy receives the Patent Revenue, Inventergy will provide GTX a notice of the receipt of funds and a statement
of Inventergy Costs.


 


●During
the following two weeks GTX will provide Inventergy the GTX Costs and GTX and Inventergy intend to come to an agreement on the
allocated Costs and resultant final allocation of funds – which will be transferred within 5 business days of agreement.


 


●
If the parties cannot agree by the end of this two week period, then undisputed portions will be transferred within 5 business
day from that point.


 


●
The disputed portion will be determined using the Dispute Resolution Process


 


	 	(b)
    	Mixed
    Revenue: Should income be received which is both attributable to (1) a license under the Patents, a sale of one or
    more of the Patents, or other monetization one or more of the Patents, and (2) a sale, license or other monetization of other
    intellectual property not contributed by GTX to the Entity pursuant to Section 4.1 above, then Parties will meet and agree
    to allocate a portion of such “Mixed Revenue” which is attributable to the Patents. If the Parties cannot agree
    upon allocation within thirty (30) days or the next calendar quarter end (whichever is longer), then either Party may initiate
    the Dispute Resolution Process (as provided below) in order to obtain an allocation of such Mixed Revenue to the Patents.
	 	 	 
	 	c)	Finance:
    The Entity shall produce 30 days after the end of each calendar quarter an itemized report of the revenue received, the
    monetization expense allocations and the funds distributed. GTX may request with a 10 day notice an audit of the records for
    these reports, but no more often than twice a calendar year.. All expenses for the audit shall be covered by GTX unless there
    is a discrepancy of 5% or more at which point such audit expenses shall be added to the total of the remedies and shall be
    paid by Inventergy. 


 


	 	5.4	License
    Goals. The Parties anticipate that the Entity will generate Patent Revenues such that GTX is paid a cumulative Revenue
    Share (including minimum quarterly payments) of (1) ***US by [***], and (2) ***US by [***].


 


6.
CONSULTING SERVICES


 


	 	6.1	Concurrent
    with entry into this Agreement, GTX will execute the Consulting Agreement Attached hereto as Exhibit C to provide consulting
    services. GTX will, as specified in the Consulting Agreement, keep detailed written records of hours worked to the nearest
    quarter of an hour and should submit these to Inventergy in writing, with the expectation that GTX will provide twenty man-hours
    per month, on average, for eighteen months. The Parties acknowledge that this hours total represents an average, and there
    may be some months when significant more work is expected from GTX (e.g., 50 man hours) and other months where it is less.
    Should GTX’s work exceed 25 man-hours in any given calendar month, GTX should alert Inventergy in writing as soon as possible.


 





 



 


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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	6.2	Inventergy
    agrees to compensate GTX for the consulting services set forth above by transferring to GTX 42,500 shares of restricted common
    stock in Inventergy Global, Inc., with 1/6th of this stock vesting at the close of each calendar quarter (e.g.,
    October 1, January 1, etc.). GTX will be responsible for all taxes relative to this vesting and/or stock, and acknowledges
    that such stock or other rights or warrants may constitute restricted stock and may be subject to a holding period and/or
    withholding as provided by applicable law. This transfer will be the only compensation for the services to be provided under
    the Consulting Agreement, and GTX is to be solely responsible for all wage and hour issues associated with work performed
    by its personnel. As between Inventergy and GTX, all references to compensation in the Consulting Agreement shall be deemed
    to refer to such stock.
	 	 	 
	 	6.3	In
    the event of Termination of the Consulting Agreement for material breach or otherwise according to its terms, GTX shall keep
    any previously vested stock in Inventergy Global, Inc.; if such Termination is effectuated by Inventergy without cause, vesting
    shall be accelerated for the remaining (unvested) portion of the 42,500 shares.
	 	 	 
	 	6.4	At
    4-month intervals, the Parties will review the number of man-hours provided by GTX for consulting services, and shall discuss
    a revision to the compensation provided by Section 6.2 if the average man-hours per month provided by GTX since the start
    of providing consulting services exceeds 25.


 


7.
LICENSES


 


	 	7.1	Non-Exclusive
    License To GTX. Subject to assignment of the Patents to the Entity as provided above, Inventergy shall cause the Entity
    to execute a non-exclusive, non-sublicensable license to make, use and sell products back to GTX, in the substantial form
    of Exhibit D. 


 


8.
CONFIDENTIAL INFORMATION 


 


	 	8.1	Confidential
    Information. “Confidential Information” means information disclosed by one Party (“Disclosing Party”)
    to the other Party (“Receiving Party”) relating to the Disclosing Party’s (or the Entity’s) business and/or
    technology (including, without limitation, reports, emails, specifications, computer programs, technical drawings, designs,
    financials, proposals, and other forms or embodiments of data or information), PROVIDED that such information is (1) if disclosed
    in tangible form, is conspicuously marked “confidential,” “proprietary” or the like, (2) if disclosed
    in non-tangible form, is both identified as confidential at the time of disclosure and confirmed in writing within thirty
    (30) days of the disclosure, or (3) of a nature where a reasonable person would have, under the circumstances, viewed the
    information in question as confidential or proprietary. Notwithstanding the foregoing, nothing will be considered “Confidential
    Information” to the extent such information (a) is already in the public domain, or becomes part of the public domain,
    through no fault of a Receiving Party or its personnel, (b) is rightfully received from a third party without any obligation
    of confidentiality or secrecy, or (c) is independently produced or developed by personnel of the Receiving Party having no
    direct or indirect access to Confidential Information.


 





 



 


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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	8.2	Obligations.
    A Receiving Party agrees that it will use reasonable measures to safeguard received Confidential Information against
    unauthorized disclosure or use, in no event less than those measures it uses for its own information of a like nature. Further,
    each Receiving Party agrees that it will not share Confidential Information with anyone other than its own employees, consultants
    and agents having a need to know such information consistent with the purposes of this Agreement, and who are obligated to
    protect Confidential Information against unauthorized use or disclosure, to the full extent contemplated by this Agreement.
    A Receiving Party’s obligations will endure for a period of three (3) years following Termination. A Receiving Party’s breach
    of the aforementioned obligations will be excused to the limited extent that such was compelled by court or governmental order,
    provided that the Receiving Party informs the Disclosing Party of such order and affords the Disclosing Party (or entity)
    a reasonable opportunity to intervene, and provided that the Receiving Party uses reasonable efforts to obtain a protective
    order or other confidential treatment for the compelled information in absence of the Disclosing Party.
	 	 	 
	 	8.3	Return
    of Information. Immediately upon a request by the Disclosing Party at any time, and/or at Termination of this Agreement,
    the Receiving Party will turn over to the Disclosing Party all Confidential Information of the Disclosing Party and all copies
    or extracts thereof. 


 


9.
WARRANTIES


 


	 	9.1	By
    GTX. GTX represents and warrants as follows:


 


	 	(a)
    	GTX
    is the sole owner of and has not assigned any of his rights, title or interest in or to the inventions covered by the Patents;
    GTX has received and currently holds valid and effective assignments of all such inventors’ rights to the inventions covered
    by the Patents; and no other entity including without limitation any prior employer of GTX’s personnel or any other third
    party may claim rights to such inventions;
	 	 	 
	 	(b)
    	No
    Patent is the subject of any interference, opposition, reexamination, cancellation, protest, challenge or other challenge
    or adversarial proceeding;
	 	 	 
	 	(c)
    	GTX
    has neither assigned nor granted any license or other rights to any of the Patents and is under no obligation to grant any
    such license or rights to any third party; 
	 	 	 
	 	(d)	GTX,
    to the best of its knowledge, is not aware or any uncited prior art, prior sale or use, or other defect which would render
    any of the Patents invalid or unenforceable; and
	 	 	 
	 	(e)
    	There
    are no outstanding liens, encumbrances, third party rights, agreements or understandings of any kind, whether written, oral
    or implied, regarding the Patents or which are otherwise in conflict with any provision of this Agreement.


 





 



 


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	 	9.2	By
    Both Parties. Each Party warrants that it is a duly organized, valid entity, in good standing, and there it is capable
    of entering into this Agreement.


 


10.
INDEMNIFICATION; DISCLAIMER OF INDIRECT DAMAGES; LIMIT OF LIABILITY


 


	 	10.1	Indemnification.
    GTX agrees that it will defend, indemnify and hold each of the Entity and Inventergy harmless against (a) any assertion
    that one or more of the Patents has an unlisted inventor, or that any royalty or other share of Patent Revenue is otherwise
    due or owed to any third party, or (b) any assertion that GTX does not have the power to transfer the Patents to the Entity.
    
	 	 	 
	 	10.2	Disclaimer
    of Indirect Damages. OTHER THAN TO THE INDEMNIFICATION OBLIGATION SET FORTH ABOVE, IN NO EVENT WILL EITHER PARTY BE
    LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
    AGREEMENT, OR FOR LOSS OF PROFITS, LOSS OF DATA, OR ANY OTHER ECONOMIC LOSS, HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY,
    WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT EITHER PARTY
    OR THEIR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE
    OF ANY REMEDY. 
	 	 	 
	 	10.3	Limitation
    of Liability. OTHER THAN FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES,
    RELATING TO THIS AGREEMENT AND THE RELATED AGREEMENTS, IN THE AGGREGATE, IN EXCESS OF THE SUMS SPECIFIED TO BE PAID OR PAYABLE
    PURSUANT TO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL INVENTERGY BE LIABLE FOR ANY DAMAGES IN EXCESS
    OF THE SUM OF (A) THE PAYMENTS SPECIFIED BY SECTION 4.4 UP THROUGH ANY DATE OF PROVIDING NOTICE OF TERMINATION, WITH (B) GTX’S
    REVENUE SHARE FOR PATENT REVENUE ACTUALLY COLLECTED BY THE ENTITY AND/OR INVENTERGY. 


 


11.
DISPUTE RESOLUTION PROCESS; EQUITABLE RELIEF; GOVERNING LAW AND JURISDICTION


 


	 	11.1	Dispute
    Resolution Process. In the event of a dispute hereunder, each Party agrees to use the following “Dispute
    Resolution Process.” The Dispute Resolution Process comprises a process where each Party will initially appoint a representative
    who will attempt to resolve the dispute; generally speaking, such representative are not necessarily limited to employees
    of the respective Parties, and it is generally anticipated that each Party may elect to appoint subject matter experts (e.g.,
    patent licensing experts) in order to resolve disputes between them. 


 





 



 


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	 	(a)	The
    aggrieved Party will provide written Notice to the other Party which (i) details the aggrieved Party’s issue, (ii) explains
    in detail why the aggrieved Party believes the other Party is acting unreasonably or otherwise out of conformance with the
    terms of this Agreement, (iii) identifies the resolution proposed by the aggrieved Party, (iv) formally requests initiation
    of the Dispute Resolution Process, and (v) designates a representative who will participate in the Dispute Resolution Process.
    
	 	(b)
    	The
    other Party will, within two business days after receipt of the aggrieved Party’s written Notice, contact the aggrieved Party
    to (1) designate a representative who will meet with the aggrieved Party’s representative, and (2) arrange for a time within
    one week for the Party’s representatives to meet to discuss resolution of the aggrieved Party’s issue.
	 	(c)
    	At
    and following such meeting, the two representatives shall attempt to reach mutual written agreement on resolution of the issue;
    such mutual written agreement shall be binding on the Parties. 
	 	(d)
    	If
    the Parties are unable to arrive at such a mutual written agreement within two weeks of the aggrieved Party’s written Notice,
    then the issue shall be escalated to the Parties’ respective CEOs, who shall meet telephonically. 
	 	(e)
    	If
    the issue still cannot be resolved within two weeks of the aggrieved Party’s written Notice, then the Aggrieved Party may
    submit its dispute to binding arbitration according to the rules of the AAA, with such arbitration to be before a panel of
    three arbitrators and held in the County of Santa Clara, California. The arbitration remedy shall not be invocable by any
    third party, including without limitation any licensee of the Patents (other than GTX). 


 


	 	11.2	Equitable
    Relief Not Prohibited. The provisions of Section 11.1 above shall not prohibit either Party from seeking equitable
    relief as necessary to prevent irreparable harm that cannot be adequately monetarily compensated. 
	 	 	 
	 	11.3	Choice
    of Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of the State of California applied
    to contracts made between residents of that State. All disputes arising out of this Agreement shall be subject to the exclusive
    jurisdiction and venue in the state of California, and the parties consent to the personal and exclusive jurisdiction and
    venue in the state of California.


 


12.
OTHER


 


	 	12.1	Notice.
    Any notice or other communication required to be given hereunder by a Party shall be in writing and shall (a) be delivered
    to the other Party in person, or (b) transmitted to the other Party by email, facsimile or similar means of electronic communication,
    or (c) sent to the other Party by registered mail, charges prepaid; as appropriate, such notice or communication shall be
    addressed to the pertinent signatory indicated below, at the address indicated in the first paragraph of this Agreement, or
    to a confirmed email address or facsimile number for such signatory and for such Party. Any such notice or other communication
    shall be deemed to have been given and received on the day on which such was delivered in person or electronically communicated
    or on the third business day thereafter if sent by registered mail. Either Party may change its address for service at any
    time by giving notice to the other Party in accordance with this section.


 





 



 


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	 	12.2	Headings.
    The section and other headings of this Agreement are included for purposes of convenience only, and shall not affect
    the construction or interpretation of any of its provisions.
	 	 	 
	 	12.3	No
    Assignment. No Party may transfer, convey, assign or delegate any of its rights or obligations under this Agreement,
    whether by operation of law or otherwise, without express prior written consent of the other Party. Without limiting the foregoing,
    this Agreement shall be binding on and shall inure to the benefit of the Parties and their respective legal representatives,
    successors and assigns.
	 	 	 
	 	12.4	Severability.
    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
    under applicable law; should any provision of this Agreement shall be prohibited or invalid under applicable law, such provision
    shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision
    or the remaining provisions of this Agreement.
	 	 	 
	 	12.5	Waiver.
    No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision,
    whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in
    writing by the party hereto making such waiver.
	 	 	 
	 	12.6	Entire
    Agreement; Modification. This Agreement (including the Exhibits hereto) constitutes the entire agreement between the
    Parties relating to the subject matter hereof. This Agreement supersedes all written or oral, prior and contemporaneous agreements,
    representations, warranties and understandings of the Parties with respect thereto. No supplement, modification or amendment
    of this Agreement shall be binding unless executed in writing by both of the Parties.
	 	 	 
	 	12.7	Parts
    and Counterparts. This Agreement may be executed as one document or, alternatively, in two or more identical counterparts;
    in the latter case, each counterpart shall be deemed to be an original and all of which taken together shall be deemed to
    constitute the Agreement when a duly authorized representative of each Party has signed a counterpart. The Parties may deliver
    this signed Agreement by electronic (including email or facsimile) transmission, including by way of non-limiting example,
    as a PDF attachment. Each Party agrees that such electronic transmission shall have the same force and effect as delivery
    of original signatures and that each Party may use such electronically-transmitted copies as evidence of the execution and
    delivery of the Agreement by all Parties to the same extent that an original signature could be used.


 





 



 


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IT
IS SO AGREED, as of the Effective Date set forth above.


 


		By
    and on behalf of Inventergy:
	 	 	 
	 	Signature:	
	 	Name:	Joe
    Beyers
	 	Title:	CEO,
    Inventergy Innovations, LLC
	 	 	 
		By
    and on behalf of GTX: 
	 	 	 
	 	Signature:	 
	 	Name:	Patrick
    E. Bertagna
	 	Title:	Chief
    Executive Officer, Global Trek Xploration


 


 






 


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EXHIBIT
A


 


	US
    Serial No. 	 	Pat
    No.	 	Filing
    Date	 	First
    Inventor	 	Title
	 	 	 	 	 	 	 	 	 
	61/065116	 	-na-	 	Feb.
    8, 2008	 	Michael
    Dibella	 	System
    and method for communication with a tracking device
	 	 	 	 	 	 	 	 	 
	12/322941	 	8154401	 	Feb.
    9, 2009	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device
	 	 	 	 	 	 	 	 	 
	13/443180	 	8760286	 	Apr.
    10, 2012	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device
	 	 	 	 	 	 	 	 	 
	14/313339	 	9219978	 	Jun.
    24, 2014	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device
	 	 	 	 	 	 	 	 	 
	14/961556	 	-na-	 	Dec.
    07, 2015	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device


 


 






 


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EXHIBIT
B


TRANSFER
AGREEMENT


 


This
Agreement, effective as of June 16, 2016 (“Effective Date”), is between Global Trek Xploration, a California Corporation
with a place of business at 117 W. 9TH Street, Suite 1214, Los Angeles, California 90015 (“Assignor”), and Inventergy
LBS, LLC with a place of business at 900 E. Hamilton Avenue, Suite 180, Campbell, CA 95008 (“Assignee”), (collectively,
“Parties”).


 


	1.	Assignor
    has an ownership interest in and to the following patents and patent applications:



 



	US
    Serial No. 	 	Pat
    No.	 	Filing
    Date	 	First
    Inventor	 	Title
	 	 	 	 	 	 	 	 	 
	61/065116	 	-na-	 	Feb.
    8, 2008	 	Michael
    Dibella	 	System
    and method for communication with a tracking device
	12/322941	 	8154401	 	Feb.
    9, 2009	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device
	13/443180	 	8760286	 	Apr.
    10, 2012	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device
	14/313339	 	9219978	 	Jun.
    24, 2014	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device
	14/961556	 	-na-	 	Dec.
    07, 2015	 	Patrick
    E. Bertagna	 	System
    and method for communication with a tracking device


 


The
patents and patent applications listed above are hereinafter referred to as “the patents and patent applications”.


 


Assignor
also owns the right to any patent issuing from the patents and patent applications, as well as the rights to any continuation,
divisional, continuation-in-part, foreign counterpart, or other patent application or patent that depends for priority from or
shares a common priority in an earlier patent application with any of the patents or patent applications; hereafter, these things
and the patents and patent applications shall be collectively and individually referred to as the “Assigned Patents.”


 


	2.	Assignee
    desires to own all of Assignor’s right, title and interest in or to the Assigned Patents, including the right to prepare,
    file, maintain, prosecute and otherwise exploit any invention identified in any Assigned Patent, on a worldwide basis, in
    Assignee’s name, and including all applications, continuations, divisionals, continuations in-part, and other rights depending
    for priority on these things or sharing a common priority with these things, on a worldwide basis.
	 	 
	3.	Accordingly,
    for good and valuable consideration, receipt of which is hereby acknowledged, Assignor hereby assigns to Assignee all of Assignee’s
    right, title, and other interest in and to the Assigned Patents. 
	 	 
	4.	Assignor
    further assigns to Assignee all causes of action and associated damages for any and all acts of infringement of Assigned Patents
    that may have occurred prior to the date of this Assignment. Assignor also hereby assigns to Assignee all right to receive
    royalties for license of Assigned Patents.


 





 



 


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	5.
    	Assignor
    shall deliver to Assignee such other endorsements, consents, assignments and other good and sufficient instruments of conveyance
    and assignment, as Assignee shall reasonably deem necessary or appropriate to vest in Assignee all of Assignor’s right, title
    and interest in, to and under each Assigned Patent, whether or not explicitly enumerated above in Section 1.
	 	 
	6.	Assignor
    hereby authorizes and requests the U.S. Patent and Trademark Office and/or every patent office in any other country, as applicable,
    to record this Assignment and, to the extent it assigns pending applications, to issue all Letters Patent issuing there from
    to Assignee in accordance with the terms of this Assignment, including to any continuation, divisional, continuation in-part
    or other application which depends upon or shares common priority with a patent or patent application listed above (whether
    filed now or in the future).
	 	 
	7.
    	ALL
    PATENTS ASSIGNED OR LICENSED PURSUANT HERETO ARE GRANTED “AS IS,” “WHERE IS,” AND WITHOUT ANY REPRESENTATION
    OR WARRANTY OF ANY KIND EXCEPT THOSE EXPRESSLY STATED HEREIN. 
	 	 
	8.
    	Assignor
    will not take steps or actions to challenge or impair the validity or enforceability or rights associated with any Assigned
    Patent.
	 	 
	9.	This
    Agreement shall be construed and enforced pursuant to the laws of the State of California; the Parties agree to use the courts
    within the State of California as the exclusive jurisdiction for resolving any dispute relating to this Agreement, and hereby
    consent to jurisdiction in that State.
	 	 
	10.	This
    Assignment and all rights granted herein shall inure to the benefit of the successors and assigns of Assignee.


 


WHEREFORE,
the Parties have signed this Agreement effective as of the date first set forth above.


 


	ASSIGNOR	 	ASSIGNEE
	“Global Trek Xploration”	 	Inventegy LBS, LLC
	 	 	 	 	 
	By:
    	 	 	By:
    	 
	Name:
    	 	 	Name:
    	Joe
    Beyers
	Title:
    	 	 	Title:
    	CEO


 


 


 






 


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EXHIBIT
C


 


CONSULTING
AGREEMENT


 


Effective
June 16, 2016 (“Consultant”) and Inventergy Innovations, LLC (“Company”) agree as follows:


 


1.Services;
Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services (as defined in Exhibit
A) in accordance with and according to the schedule specified in Appendix 1. As the only consideration due Consultant
regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Appendix 1. Unless otherwise
specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating
to Services will be performed by and only by Consultant. Consultant agrees that it will not (and will not permit others
to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter,
use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property
in connection with the Services or otherwise for or on behalf of Company.


 


2.Ownership;
Rights; Proprietary Information; Publicity.


 


a.Company
shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark
rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout
the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs,
know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant
during the term of this Agreement that relate to the subject matter of, or arise out of, or in connection with, the Services
or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose
and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership;
provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached
as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s expense,
to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned.
Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to
act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further
the foregoing with the same legal force and effect as if executed by Consultant. Company will have the exclusive right to use
all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Company.


 


 






 


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b.Consultant
agrees that all Inventions and all other business, technical and financial information that Consultant develops, or learns, or
obtains during the period over which Consultant is to be providing the Services that relate to Company or the business or demonstrably
anticipated business of Company or in connection with the Services or that are received by or for Company in confidence, constitute
“Proprietary Information” of Company. For avoidance of doubt, Proprietary Information includes without limitation
all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public
information relating to Company, or to Company’s products and technology, and all non-public information relating to any work
product prepared by Consultant under this Agreement. Consultant will on a perpetual basis hold in confidence and not disclose
Proprietary Information or use for Consultant’s benefit or for the benefit of any third party. Consultant’s obligation of non-use
and non-disclosure, however, will not extend to information that Consultant can prove (by competent documentary evidence) has
become publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach
of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction
and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and as otherwise
requested by Company, Consultant will promptly return to Company all items and copies containing or embodying Proprietary Information,
except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes
and agrees that Consultant has no expectation of privacy or other right with respect to telecommunications sent using Company’s
infrastructure, or to the networking or information processing systems of Company, and that such are to be used exclusively for
Company business; this includes, without limitation, stored computer files, email messages and voice messages, created, sent or
stored on Company systems. Consultant’s activity, and any files or messages, on or using any of those systems may be monitored
at any time without notice and/or may be suspended or deactivated at any time, without notice. Company hereby provides notice,
however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United
States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions.


 


c.Consultant
agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and
without any further compensation, Company may and is hereby authorized to use Consultant’s name in connection with promotion
of its business, products and services and to allow others to do so. To the extent any of the foregoing is ineffective under applicable
law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to
the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If
any other person provides any Services or provides services similar to any of those referred to above in this paragraph in connection
with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s
exclusive benefit.


 


d.If
any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative
of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology
or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned
hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive,
sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s
exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned
rights (including any modifications, improvements and derivatives of any of them).


 


f.For
avoidance of doubt, Consultant may as a general perform services for other persons, provided that such services do not (i) represent
a conflict of interest or divided loyalty for Consultant’s obligations under this agreement, (ii) detract from Consultant’s obligation
to provide services under this Agreement, (iii) use or disclose any of Company’s Proprietary Information, directly or otherwise,
or otherwise breach any provision of this Agreement, or (iv) otherwise violate the intellectual property or other rights of Company.


 





 



 


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3.Warranties
and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional
and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation
Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services
or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate
any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant
has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable
agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement; (iv)
Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and (v) if
Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.


 


4.Termination.
If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon 10 days’
notice, unless the breach is cured within the notice period. Company also may terminate this Agreement at any time, with or without
cause, upon 30 days’ notice, but, if (and only if) such termination is without cause, Company shall upon such termination
pay Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such termination. Sections
2 (including without limitation the obligation to preserve Company’s Proprietary Information against non-use and disclosure) through
8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration.


 


5.Relationship
of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant is an independent
contractor (not an employee or other agent) solely responsible for the manner and hours in which the Services are performed, is
solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort (including,
but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation
coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in any employee benefit plans,
fringe benefit programs, group insurance arrangements or similar programs. Consultant agrees to indemnify Company from any and
all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any
breach of this Agreement or any other action or inaction by or for or on behalf of Consultant. If Consultant is a corporation,
it will ensure that its employees and agents are bound in writing to Consultant’s obligations under this Agreement.


 


6.Assignment.
This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability
to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to
do so shall be void. Company may freely assign or transfer its rights and obligations under this agreement in whole or part.


 


7.Notice.
All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after
being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such
other address as such party last provided to the other by written notice.


 


 






 


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8.Miscellaneous.
Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore,
Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party
to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes
or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that
any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated
to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement
shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws
provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled
to recover costs and attorneys’ fees. Headings herein are for convenience of reference only and shall in no way affect interpretation
of the Agreement. This Agreement integrates and supersedes any prior and/or contemporaneous agreements and/or discussions between
the parties. This Agreement incorporates the provisions of Appendix 1, but in the event of conflict between Appendix 1 and the
terms already set forth in this Agreement, the terms already set forth in this Agreement shall prevail.


 


9.Arbitration.
Any controversy or claim (except those regarding Inventions, Proprietary Information or intellectual property) arising out of
or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief
in a court of law. The prevailing party will be entitled to receive from the nonprevailing party all costs, damages and expenses,
including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether
or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the
arbitrator(s) to have prevailed on the major disputed issues. Consultant hereby consents to the arbitration in the State of California
in the county of Santa Clara.


 


	 	 	 	 	 
	Global Trek Xploration	 	Inventergy Innovations, LLC 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	Joe
    Beyers
	 	 	 	 	CEO_____________________________________
	 	 	 	 	900
    E. Hamilton Avenue, Suite 180 ______________
	 	 	 	 	Campbell,
    CA 95008 _______________________
	 	Printed
    (Name, Title and Address)	 	 	Printed
    (Name, Title and Address)


 


 


 






 


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APPENDIX
1 TO CONSULTING AGREEMENT


 


Consultant
will provide services as may be requested by Inventergy Innovations, LLC (“Inventergy”) in exchange for 42,500 shares
of restricted common stock of Inventergy Global, Inc., vested at the rate of 1/6th per calendar quarter; Consultant
acknowledges that this stock may be restricted securities having an applicable minimum holding period.


 


All
services are to be provided by individuals who are employees of Consultant and who are specified to, and agreed by Inventergy,
in advance. Consultant shall keep detailed time records to the nearest quarter of an hour and shall inform Inventergy if, in any
calendar month, Consultant’s hours become greater than 25 or are expected to be more than 25, and shall obtain Inventergy’s approval
to exceed such number. Consultant shall report hourly amounts to Inventergy on a monthly basis.


 


Inventergy
shall have no obligation to reimburse Consultant’s expenses or pay any other form of compensation except as may be agreed upon
by Inventergy in writing in advance.


 


 






 


Inventergy/GTX,
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Inventergy
Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


EXHIBIT
D


LICENSE
AGREEMENT


 







This license agreement (“License Agreement”) is entered into effective July 1, 2016 (“Effective Date”) by
and between Inventergy LBS, LLC with a place of business at 900 E. Hamilton Avenue, Suite 180, Campbell, CA 95008 (“Entity”),
and Global Trek Xploration, a California Corporation with a place of business at 117 W. 9TH Street, Suite 1214, Los Angeles, California
90015 (“GTX”); each of these entities is to be considered a “Party” to this License Agreement.


 


WHEREAS,
GTX has transferred certain patents and patent applications (“Patents”) to the Entity, and wherein Entity, in partial
consideration for such transference has agreed to provide a non-exclusive, limited license under the Patents back to GTX, NOW,
THEREFORE, the Parties agree as follows.


 


For
good and valuable consideration, the receipt of which is hereby acknowledged, Entity hereby grants to GTX a personal, nonexclusive,
nontransferable, irrevocable, worldwide license under the Patents to make, use, have made for resale by GTX, to sell, offer for
sale, import and otherwise dispose of “Licensed Products.” As used herein, “Licensed Products” means products
that are any of (1) internally used by GTX, (2) sold under GTX’s name which, absent a license, would infringe one or more of the
Patents, or (3) those made by GTX (OEM products of GTX where all aspects of manufacture and design are controlled by GTX) (includes
manufacture on behalf of GTX) but shipped under a third party label. No other, further or different license is hereby granted
or implied, and GTX shall have no right to grant sublicenses to the Patents to any entity, nor to exclude others from practice
of any invention claimed by any of the Patents. Entity and GTX intend for this license to be limited to the Patents transferred
by GTX to Entity, and GTX expressly acknowledges that it is not being granted and has not bargained for any rights, implied or
otherwise, to any other patents or intellectual property, including without limitation, any patents or other intellectual property
owned or controlled by Inventergy, now or in the future, under any legal or equitable theory, including patent exhaustion. For
clarity, GTX’s sale of Licensed Products shall not convey to GTX’s customers any right or license (express or implied or under
other legal doctrine, such as patent exhaustion) under any claim of any Patent where such claim is not directly infringed by the
Licensed Product as sold or transferred by GTX.


 


In
the event GTX acquires 100% of another business entity, a third party line of business or substantially all of the assets of a
third party line of business, that is, in each case, related to the manufacture, use, sale, offer for sale, importation and/or
disposition of products that are substantially similar to and/or related to the Licensed Products, and which would also infringe
one or more of the Patents absent a license, (collectively, “Acquired Products”), such Acquired Products shall be considered
Licensed Products.


 


In
the event of a change of control of GTX, GTX’s volume of Licensed Products shall be limited going forward to an amount equal to
120% of GTX’s sales of Licensed Products in the last preceding full year in which Licensed Products were sold, and additional
volumes of Licensed Product shall be licensable subject to execution of a license agreement with the Entity which provides for
royalty or other license fees and obligations for volume in excess of the 120% metric, with terms similar to those generally agreed
to by other licensees of the Patents. “Change of control” as used herein means:


 


	 	(a)	an
    acquisition by any person or entity of more than 50% of the combined voting power of a GTX’s then outstanding voting
    securities; or 
	 	 	 
	 	(b)	the
    consummation by GTX of any of


 


 






 


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Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


	 	i.	a
    merger, consolidation or reorganization involving GTX, unless such merger, consolidation or reorganization meets either of
    the following requirements (A) the stockholders of GTX immediately before such merger, consolidation or reorganization, own,
    directly or indirectly, immediately following such merger, consolidation or reorganization, greater than at least percent
    50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation
    or reorganization; or (B) the individuals who were members of GTX’s board of directors or similar governing body immediately
    prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority
    of the members of the board of directors of the surviving corporation immediately following the consummation of such merger,
    consolidation or reorganization,
	 	 	 
	 	ii.	a
    complete liquidation or dissolution of GTX, or
	 	 	 
	 	iii.	an
    agreement for the sale or other disposition of all or substantially all of (A) the assets of GTX or, (B) the business of GTX.


 


In
the event GTX divests a line of business or substantially all of the assets of a GTX line of business to a third party, GTX shall
have the option to a) have such divested line of business cease to enjoy the benefits of this License Agreement on the effective
date of such a divestment, and, therefore, any activity of the divested line of business occurring on or after the effective date
of such a divestment will not be licensed nor entitled to any of the benefits of this License Agreement; or b) assign the license
subject to all of the terms of this License Agreement with the divested line of business to such third party, and therefore not
retain any license as to GTX’s own line of business or products, HOWEVER, with respect to any such assignment, the total aggregate
sales revenue of the divested line of business after the divestiture will only be licensed up to an amount equal to 120% of GTX’s
sales of Licensed Products in the divested line of business in the last preceding full year in which Licensed Products in the
divested line of business were sold. Should the divested line of business wish to make, use or sell additional volumes of Licensed
Product, such shall be licensable from the Entity subject to execution of a license agreement with the Entity which provides for
royalty or other license fees and obligations for volume in excess of the 120% metric, with terms similar to those generally agreed
to by other licensees of the Patents.


 


GTX
understands and acknowledges that the covenants and licenses granted in this License Agreement are intended to cover only products
of GTX and are not intended to and do not cover manufacturing activities that GTX may undertake on behalf of third parties. Accordingly,
notwithstanding anything to the contrary in this License Agreement and without limiting the generality of the preceding sentence,
no licenses are granted or otherwise provided GTX to manufacture or have manufactured products as a foundry or contract manufacturer
for a third party or to distribute such products to such third party or to customers of such third party.


 


GTX
will not take steps or actions to challenge or impair the validity or enforceability or rights associated with any of the Patents.


 


The
Entity makes no representations regarding ability to practice any invention or technology under the Patents. Without limiting
the foregoing, Entity disclaims any representation or warranty that any technology may be made, used or sold under the Patents
either in a manner that is safe, or in a manner that is free from claims of third parties. Any actions or omissions of GTX, whether
or not associated with the Patents, are to be at GTX’s sole risk and exposure.


 


 






 


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Initials: ________


GTX
Initials:________


 




    	 	 	 



     

    


 


IN
NO EVENT WILL THE ENTITY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT, OR FOR LOSS OF PROFITS, LOSS OF DATA, OR ANY OTHER ECONOMIC LOSS, HOWEVER IT ARISES AND ON ANY
THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER
OR NOT EITHER PARTY OR THEIR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY.


 


This
License Agreement may not be assigned or transferred without Entity’s advance written permission.


 


This
License Agreement shall be construed and enforced pursuant to the laws of the State of California; the Parties agree to use the
courts within the State of California as the exclusive jurisdiction for resolving any dispute relating to this Agreement, and
hereby consent to jurisdiction in that State.


 


This
License Agreement and all rights granted herein shall inure to the benefit of the successors and assigns of the Entity.


 


WHEREFORE,
the Parties have signed this Agreement effective as of the date first set forth above.


 


	Inventergy LBS, LLC	 	GLOBAL TREK XPOLORATION
	“Entity”	 	“GTX”
	 	 	 	 	 
	By:
    	 	 	By:
    	                
	Name:
    	Joe
    Beyers	 	Name:	 
	Title:
    	CEO	 	Title:	 


 


 






 


Inventergy/GTX,
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Inventergy
Initials: ________


GTX
Initials:________