BUSIneSS
RELATIONSHIP AGREEMENT


 


THIS BUSINESS RELATIONSHIP
AGREEMENT (this “Agreement”) is made by and between EFL Holdings Tech B.V., a Netherlands corporation (“EFL”),
and Oryon Technologies, Inc., a Nevada, U.S.A. corporation (“Oryon”). As used herein, EFL and Oryon are each
referred to as, a “Party” and collectively, the “Parties.” Capitalized terms used herein
and not defined shall have the meaning ascribed to them in the Subscription Agreement (as defined below).


 


WITNESSETH


 


WHEREAS, pursuant to
a subscription agreement (the “Subscription Agreement”), dated as of the same date herewith, by and between
an affiliate of EFL and Oryon, Oryon will issue and sell to such affiliate and such affiliate will purchase the Subscription Securities;


 


WHEREAS, in connection
with the transaction involving the Subscription Securities and as a portion of the consideration for the acquisition of the Subscription
Securities, EFL and Oryon desire to enter into this Agreement to establish the terms and conditions under which EFL will engage
in the Business during the term of this Agreement; and


 


NOW, THEREFORE, in
consideration of the mutual promises herein contained, the Parties hereto agree as follows:


 


1.                 
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings,
for purposes of this Agreement, set forth in this Section 1:


 


(a)               
“Closing” shall have the meaning ascribed to such term in Section 2.3 of the Subscription Agreement.


 


(b)              
“Closing Date” shall have the meaning ascribed to such term in Section 2.3 of the Subscription Agreement.


 


(c)               
“EL” has the meaning set forth in the License.


 


(d)              
“License” shall mean the License Agreement between EFL, as licensor, and Oryon, as licensee, entered into on
the Closing Date pursuant to which Licensor has licensed certain intellectual property rights for use in the Business (as defined
below), as such agreement may be amended from time to time.


 


(e)               
“Licensed Product” has the meaning set forth in the License.


 


(f)               
 “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


 


2.                 
Restrictive Covenant. During the term of this Agreement, and subject to the other terms and conditions contained
herein, EFL agrees that it will not, directly or indirectly, provide services to or otherwise engage in the business of manufacturing,
designing, marketing, selling or distributing EL and Licensed Products (the “Business”), other than through
the ownership, management and control of Oryon by an affiliate of EFL. This Agreement shall not restrict EFL from acquiring equity
interests in any Person, including any Person that is engaged in the Business.


 






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3.                 
Management of the Business. During the term hereof, but subject to the other terms and provisions hereof:


 


(a)               
EFL agrees to refer all business and other commercial opportunities related to the Business (“Opportunities”)
which it develops or discovers, or which otherwise come to its attention, to Oryon to be pursued and managed.


 


(b)              
Oryon shall review and consider the Opportunities referred to it by EFL, together with the Opportunities which it develops
or discovers, or which otherwise come to its attention, and shall pursue those Opportunities which it determines to be appropriate
and in the best interests of furthering the Business.


 


(c)               
EFL may provide various services to Oryon in connection with Oryon’s management of the Business, including, but not
limited to, the following (collectively, the “Services”):


 


(i) development
of, introduction to, and negotiations with customers, manufacturers, suppliers, distributors and licensees, including companies
involved in the manufacture of EL, the assembly of EL onto apparel, molded products and other items, and the distribution and sale
of EL products;


 


(ii) research
and development related to EL;


 


(iii) product
development;


 


(iv) technical
support and consulting to customers, suppliers and licensees; and


 


(v) market
development.


 


4.                 
Compensation of EFL. The Parties contemplate that the Services to be provided to Oryon by EFL in accordance with
Section 3 above will be varied and wide-ranging, will occur over a lengthy time period, and will take place throughout the
world. Accordingly, the Parties acknowledge and agree that it is not prudent to specify in detail the precise formula, framework,
or amount of compensation that Oryon will pay to EFL for each Service rendered to it, or on its behalf, by EFL. The Parties therefore
agree that EFL and Oryon will negotiate in good faith with respect to the compensation Oryon will pay to EFL for each Service provided
by EFL, it being the intent of the Parties that Oryon will pay compensation to EFL that is commercially reasonable, and that takes
into consideration the business experience and infrastructure, scientific and technical expertise, consulting experience, research
and development expertise, business contacts and relationships throughout the world, and other professional capabilities of EFL.
Oryon will pay all invoices submitted by EFL pursuant to specific agreements that are negotiated between the Parties with respect
to specific Services in accordance with the terms of such agreements. Notwithstanding the foregoing, the Parties agree and acknowledge
that EFL shall have no obligation to provide the Services (and no liability should it fail or refuse to provide the Services) until
and unless the Parties agree in writing to the compensation to be received by EFL for the Services. In connection with negotiating
such compensation package, Oryon acknowledges and agrees that EFL may also negotiate for and demand other terms and provisions
including, but not limited to, those relating to indemnity, limitation of liability, insurance, term and termination, standards
of service and otherwise.


 






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5.                 
Term. The term of this Agreement shall begin as of the Closing and shall continue until the termination or expiration
of the License in accordance with its terms.


 


6.                 
EFL’s Rights and Obligations. EFL represents, warrants, and covenants to Oryon that:


 


(a)               
This Agreement has been duly and validly executed and delivered by EFL, and constitutes a legal and binding obligation of
EFL, enforceable against it in accordance with is terms;


 


(b)              
EFL has all necessary power and authority to execute and perform its obligations under this Agreement; and


 


(c)               
EFL’s execution, delivery, and performance of its obligations under this Agreement will not conflict with or violate
any provision of United States federal, state, or local law, rule, or regulation to which EFL is subject, or any agreement or other
obligation directly or indirectly applicable to EFL or binding upon EFL’s assets;


 


7.                 
Oryon’s Rights and Obligations. Oryon represents, warrants, and covenants to EFL that:


 


(a)               
This Agreement has been duly and validly executed and delivered by Oryon, and constitutes a legal and binding obligation
of Oryon, enforceable against it in accordance with is terms;


 


(b)              
Oryon has all necessary power and authority to execute and perform its obligations under this Agreement; and


 


(c)               
Oryon’s execution, delivery, and performance of its obligations under this Agreement will not conflict with or violate
any provision of United States federal, state, or local law, rule, or regulation to which Oryon is subject, or any agreement or
other obligation directly or indirectly applicable to Oryon or binding upon Oryon’s assets.


 


8.                 
Notices. All notices and statements to be made hereunder shall be given or made at the respective address of the
Parties as set forth below such Party’s name, unless notification of a change of address is given in writing, and the date
of mailing shall be deemed the date the notice or statement is given.


 






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		If to EFL:	EFL Holdings Tech B.V.




Eerste Industries 15B,


5451 GV, Mil


the
Netherlands
 
 

Attention: Alex Hatzimihail

Telephone: ______________

Email: alex@efltech.com


 


		withacopyto:	Andrews Kurth LLP




1717 Main Street, Suite
3700


Dallas, Texas 75201

U.S.A.



Attention: J. David Washburn

Telephone: 214-659-4678

Email: davidwashburn@andrewskurth.com


 


		If to Oryon:	Oryon Technologies, Inc.




4251 Kellway Cirlce



Addison, Texas 75001

U.S.A.



Attention: Thomas P. Schaeffer

Chief Executive Officer

Telephone: 214-267-1321

Email: tshaeffer@oryontech.com


 


9.                 
No Joint Venture. Nothing herein contained shall be construed to place the Parties in the relationship of partners
or joint ventures.


 


10.             
No Waiver; Etc. This Agreement may not be waived or modified, except by an express agreement in writing signed by
both Parties. There are no representations, promises, warranties, covenants, or undertakings other than those contained in this
Agreement with respect to its subject matter, which represents the entire understanding of the Parties. The failure of either Party
hereto to enforce, or delay by either Party in enforcing, any of its rights under this Agreement shall not be deemed a continuing
waiver or a modification thereof and either Party may, within the time provided by applicable law, commence appropriate legal proceedings
to enforce any or all of such rights.


 


11.             
Governing Law. This Agreement shall be construed under the laws of the state of Texas.


 


12.             
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited, void, invalid, or unenforceable
under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity, void ability, or enforceability
without invalidating the remainder of such provision or the remaining provisions of this Agreement. If a court ruling, or the controlling
principle of law or equity leading to the ruling, is subsequently overruled, modified or amended by legislative, judicial, or administrative
action, then the provision(s) in question, as originally set forth in this Agreement, will be deemed to be valid and enforceable
to the maximum extent permitted by the new controlling principle of law or equity.


 


[Signature page follows]


 






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IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement this 21st day of January 2014.


 


	EFL:	ORYON:
	
        EFL HOLDINGS TECH B.V.

         

         

         

         

        By:/s/ KARL HARTEY

        Name: Karl Hartey

        Title: Director
	
        ORYON TECHNOLOGIES, INC.

         

         

         

         

        By:/s/ THOMAS P. SCHAEFFER

        Name: Thomas P. Schaeffer

        Title: Chief Executive Officer

         



 






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