Blueprint





  Exhibit 10.1







 

 


 

 

 


 

 


 

 



ASSET PURCHASE AGREEMENT

 



 

 



BY AND AMONG

 



 

 



IOTA COMMUNICATIONS, INC. (“BUYER”)

 



 

 



AND

 


 

 



LINK LABS, INC. (“SELLER”)

 



 

 



 

 


 

 


 

 


 




 








 






 



TABLE OF CONTENTS

 

 


	


ARTICLE 1 PURCHASE OF ACQUIRED ASSETS AND RELATED
TERMS

	
 

	
 


	


1.1

	


Certain Definitions Relating to Transactions

	
 

	
 

	


1


	


1.2

	


Sale and Purchase of Acquired Assets

	
 

	
 

	
 

	


2


	


1.3

	


Excluded Assets

	
 

	
 

	
 

	
 

	


2


	


1.4

	


No Assumed Liabilities

	
 

	
 

	
 

	
 

	


2


	


1.5

	


No Assumed Contracts

	
 

	
 

	
 

	
 

	


2


	


1.6

	


Future Inventions

	
 

	
 

	
 

	
 

	


2


	


1.7

	


License Back to Seller

	
 

	
 

	
 

	
 

	


2


	


1.8

	


Non-Compete

	
 

	
 

	
 

	
 

	
 

	


3


	


1.9

	


Transition Support Arrangements

	
 

	
 

	
 

	


3


	


1.1

	


Common Stock Matters

	
 

	
 

	
 

	
 

	


3


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


ARTICLE 2 PURCHASE PRICE AND ADJUSTMENT

	
 

	
 

	
 

	
 


	


2.2

	


Purchase Price

	
 

	
 

	
 

	
 

	


4


	


2.3

	


Payment of Purchase Price at Closings and Related
Payments

	
 

	


4


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER

	
 

	
 

	
 


	


3.1

	


Organization and Good Standing

	
 

	
 

	
 

	


5


	


3.2

	


Authority and Authorization; Conflicts; Consents

	
 

	
 

	


5


	


3.3

	


Litigation and Orders

	
 

	
 

	
 

	
 

	


6


	


3.4

	


Compliance with Law

	
 

	
 

	
 

	
 

	


6


	


3.5

	


Real Property

	
 

	
 

	
 

	
 

	
 

	


7


	


3.6

	


Intellectual Property

	
 

	
 

	
 

	
 

	


7


	


3.7

	


Brokers

	
 

	
 

	
 

	
 

	
 

	


8


	


3.8

	


Accounts Receivable

	
 

	
 

	
 

	
 

	


8


	


3.9

	


Powers of Attorney

	
 

	
 

	
 

	
 

	


8


	


3.1

	


Computer Systems

	
 

	
 

	
 

	
 

	


8






 




 








 






 


	


3.11

	


Data and Privacy

	
 

	
 

	
 

	
 

	


9


	


3.12

	


Title

	
 

	
 

	
 

	
 

	
 

	


9


	


3.13

	


No Adverse Actions

	
 

	
 

	
 

	
 

	
 


	


3.14

	


Contracts

	
 

	
 

	
 

	
 

	
 

	


9


	


3.15

	


No Undisclosed Liabilities

	
 

	


10


	


3.16 Shareholder Approval

	
 

	
 

	
 

	
 

	


10


	


3.17

	


Full Disclosure

	
 

	
 

	
 

	
 

	


10


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER

	
 

	
 

	
 


	


4.1

	


Organization and Good Standing

	
 

	
 

	
 

	


10


	


4.2

	


Authority and Authorization; Conflicts; Consents

	
 

	
 

	


10


	


4.3

	


Brokers

	
 

	
 

	
 

	
 

	
 

	


11


	


ARTICLE 5 CERTAIN COVENANTS

	
 

	
 

	
 

	
 

	
 


	


5.1

	


Certain Actions to Close Transactions

	
 

	
 

	
 

	


11


	


5.2

	


Further Assurances

	
 

	
 

	
 

	
 

	


11


	


5.3

	


Confidentiality and Publicity

	
 

	
 

	
 

	


11


	


5.4

	


Employee Matters

	
 

	
 

	
 

	
 

	


12


	


5.5

	


Satisfaction of Unassumed Liabilities

	
 

	
 

	
 

	


12


	


5.6

	


Certain Tax and Unclaimed Property Matters

	
 

	
 

	


12


	


5.7

	


Mutual Covenant Not to Compete and Related Covenants

	
 

	


12


	


5.8

	


Items to Proper Party

	
 

	
 

	
 

	
 

	


13


	


5.9

	


Insurance and Insurance Proceeds

	
 

	
 

	
 

	


14


	


5.1

	


Maintenance of Existence

	
 

	
 

	
 

	
 

	


14


	


5.11

	


Bulk Sales Laws

	
 

	
 

	
 

	
 

	


14


	


5.12

	


SEC and National Securities Exchange Requirements

	
 

	
 

	


14


	


ARTICLE 6 CLOSING AND CLOSING DELIVERIES

	
 

	
 

	
 

	
 


	


6.1

	


Closing

	
 

	
 

	
 

	
 

	
 

	


14


	


6.2

	


Closing Deliveries by the Seller

	
 

	
 

	
 

	


15






 


 

 




 








 






 


	


6.3

	


Closing Deliveries by Buyer

	
 

	
 

	
 

	


16


	


ARTICLE 7 INDEMNIFICATION AND RESOLUTION OF CERTAIN
DISPUTES

	
 

	
 

	
 


	


7.1

	


Indemnification by the Seller

	
 

	
 

	
 

	


17


	


7.2

	


Indemnification by Buyer

	
 

	
 

	
 

	
 

	


17


	


7.3

	


Certain Limitations and Other Matters Regarding Claims

	
 

	
 

	


17


	


7.4

	


Certain Survival Periods

	
 

	
 

	
 

	
 

	


18


	


7.5

	


Notice of Claims and Procedures

	
 

	
 

	
 

	


19


	


7.6

	


Right of Set Off

	
 

	
 

	
 

	
 

	


20


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


ARTICLE 8 CERTAIN GENERAL TERMS AND OTHER AGREEMENTS

	
 

	
 

	
 


	


8.1

	


Notices

	
 

	
 

	
 

	
 

	
 

	


20


	


8.2

	


Expenses

	
 

	
 

	
 

	
 

	
 

	


21


	


8.3

	


Interpretation; Construction

	
 

	
 

	
 

	


21


	


8.4

	


Parties in Interest; No Third Party Beneficiaries

	
 

	
 

	


22


	


8.5

	


Governing Law

	
 

	
 

	
 

	
 

	


22


	


8.6

	


Jurisdiction, Venue and Waiver of Jury Trial

	
 

	
 

	


22


	


8.7

	


Entire Agreement; Amendment; Waiver

	
 

	
 

	
 

	


22


	


8.8

	


Assignment; Binding Effect

	
 

	
 

	
 

	
 

	


23


	


8.9

	


Severability; Blue Pencil

	
 

	
 

	
 

	
 

	


23


	


8.1

	


Counterparts

	
 

	
 

	
 

	
 

	
 

	


23


	


8.11

	


Disclosure Schedules

	
 

	
 

	
 

	
 

	
 


	


ARTICLE 9 CERTAIN DEFINITIONS

	
 

	
 

	
 

	
 

	


23






 

 



 








 





 



Schedules


 

 



Schedule
3.1    


Organization and
Good Standing





 



Schedule
3.2(c)           



Consents





 



Schedule
3.4                 



Compliance with
Law





 



Schedule
3.6(a)      


Intellectual
Property





 



Schedule
3.6(c)            



Intellectual
Property





 



Schedule
3.6(d)               



Intellectual
Property





 



Schedule
3.10         


Computer
Systems





 



Schedule
3.11                 



Data and
Privacy





 


 

 


 

 


 

 



Exhibits

 


 

 


	

Exhibit
A

	

Purchased
Intellectual Property


	

Exhibit
B

	

Brian
Ray Employment Agreement


	

Exhibit
C

	

Form of
License Agreement


	

Exhibit
6.2(a)

	

Form of
Bill of Sale


	

Exhibit
6.2(c)

	

Form of
Bill of Sale


	

Exhibit
6.3(b)

	

Forms
of Promissory Notes







 

 









 








 






 

 



ASSET PURCHASE AGREEMENT

 


THIS
ASSET PURCHASE AGREEMENT(this “Agreement”) is entered
into as of November 15, 2019, by and among (i) IOTA
Communications, Inc., a Delaware corporation (“Buyer”) and
(ii) Link Labs, Inc., a Delaware corporation (the
“Seller”). Article 9 contains definitions
of certain capitalized terms.

 



Recitals

 







A.     The
Seller, among other things, is the creator of (i) Symphony Link, a
low power, wide area wireless network platform that allows for
monitoring and two-way communication with Internet of Things
(“IoT”) network devices, and (ii) Conductor, which is
an enterprise-grade data and network management service for use
with Symphony Link ((i) and (ii), collectively, the
“Business”).

 


 

 


B.     Each
Party desires that the Seller sell, convey, transfer and assign,
and Buyer purchase, certain assets of the Seller related to the
Business in a series of three (3) closings, and that Buyer pay for
such assets, upon and subject to the terms herein.

 



Agreement

 


 

 


In
consideration of the foregoing and the representations, warranties,
covenants and agreements in this Agreement and other good and
valuable consideration, the receipt of which is hereby
acknowledged, each Party hereby agrees as follows:

 


 

 



ARTICLE 1

 



PURCHASE OF ACQUIRED ASSETS AND RELATED TERMS

 


 

 


1.1     Certain
Definitions Relating to Transactions. For purposes of this
Agreement, the following definitions apply:

 


 

 


(a) Acquired Assets Defined.
“Acquired Assets”
means the assets, properties, rights, claims, business operations,
franchises and privileges used or held for use with respect to the
Business of every kind and nature whatsoever (tangible, intangible
or mixed) and wherever located, as set forth below. The Acquired
Assets are comprised solely of the following:

 


 

 




 








 






 

 




(i)

All work product,
know-how, work in process, developments, and deliverables related
to the Iota Link system under development by Seller, including
hardware designs, firmware, and related documentation;






 

 




(ii)

All work product,
know-how, work in process, developments, and deliverables related
to the Conductor system associated with the Iota Link system under
development by Seller prior to transfer of the source code to Iota
Link; and






 

 




(iii)

All software,
including source code, as of the First Closing Date, that is used
in connection with the development and operation of dedicated
network technology using FCC Parts 22, 24, 90 and 101 spectrum for
bi-directional wireless data transmission ( collectively, the
“Iota Exclusive Business”), including the Conductor
platform modified for provisioning and managing the Iota Link
system, for use by Buyer in furtherance of the Iota Exclusive
Business (the “Purchased Software” and, collectively
with the assets in the preceding subsections (i) and (ii), the
“First Closing Assets”).






 

 




(iv)

Termination of the
existing agreements between Seller and Buyer relating to the
development, purchase and ongoing usage and maintenance fees for
the Iota Link and Conductor system supplied by Seller to Buyer (the
“Second Closing Assets”).






 

 




(v)

All improvements,
developments, ideas, and inventions related to the Purchased
Intellectual Property through the Final Closing Date.






 

 




(vi)

Full ownership and
title to the network technology patents listed on Exhibit A attached hereto,
which constitute all patents filed by or issued to Seller through
the Final Closing Date that may be used in the Iota Exclusive
Business (the “Purchased Intellectual Property” and,
collectively with the assets in the preceding subsection (v), the
“Final Closing Assets”).






 

 


1.2     Sale
and Purchase of Acquired Assets. Under and subject to the
terms of this Agreement, the Seller hereby sells, conveys,
transfers and assigns to Buyer, and Buyer hereby purchases from the
Seller, at the applicable Closing, all of the Seller’s right,
title and interest in and to each Acquired Asset. The Acquired
Assets are not subject to and are being transferred free from any
lien, security interest, pledge, option, title retention agreement,
charge, claim, liability, judgment, license, restriction,
encumbrance, or rights of others of any nature
whatsoever.

 


  

 




 








 






 

 


1.4     No
Assumed Liabilities. Buyer will not assume or be obligated
or liable for, any liabilities related to the Acquired Assets
incurred prior to the Closing at which they are acquired by Buyer,
or resulting from activities or events prior to such Closing (the
“Pre-Closing Liabilities”). Seller will not assume or
be obligated or liable for any liabilities related to the Acquired
Assets incurred subsequent to the Closing at which they are
acquired by Buyer or resulting from activities or events subsequent
to such Closing (the “Post-Closing Liabilities”). Each
Party will indemnify the other against liabilities related to the
Acquired Assets that arise, in the case of the Seller, prior to
Closing and, in the case of Buyer, after Closing, as set forth in
Article 7 herein.. Seller will remain liable and obligated for and
will pay, perform and satisfy when due, each Pre-Closing Liability
of the Seller. The sale, conveyance, transfer, assignment and
purchase of the Acquired Assets does not include the assumption of
any liability related to any Acquired Asset.

 


 

 


1.5    No
Assumed Contracts. Other than any Contracts between Buyer
and Seller, there are no Contracts related to the Acquired Assets.
Accordingly, there will be no assumption of any Contract of Seller
by Buyer.

 


 

 


1.6     Future
Inventions. Each of Buyer and Seller will have sole
ownership over any future improvements, enhancements or changes to
the software or firmware used in their respective products. The
terms of this transaction will not require that improvements,
enhancements, or changes be shared or licensed back to the other
party.

 


 

 


1.7     License
Back to Seller. At the First Closing, Buyer shall provide to
Seller a perpetual, royalty-free, worldwide, exclusive license to
the Purchased Intellectual Property for all uses other than the
Iota Exclusive Business, in the form attached hereto as
Exhibit C. After
five years from the Final Closing, the license shall become
non-exclusive.

 


 

 


1.8     Non-Compete.
Buyer and Seller agree to a mutual non-compete for a period of five
(5) years after the Final Closing, as set forth in Section 5.7
herein.

 


 

 


1.9     Transition
Support Arrangements. Buyer and Seller agree to provide
transitional support for the other in good faith to ensure that
Buyer receives the full benefit of the asset purchase and that
Seller maintains continuity of its other business. Each party will
work in good faith to provide access to information and expertise
and otherwise transition the businesses and engineering know-how to
each other.

 


 

 


1.10     Common
Stock Matters. In connection with the Common Stock to be
issued to Seller pursuant to the First Closing, the following shall
apply:

 


 

 


 




 








 






 

 




(i)

Leak Out. During the 18 month
period following the First Closing, at all times at which Common
Stock can be sold by Seller pursuant to the registration of such
Common Stock or exemption therefrom, Seller shall be subject to a
leak out arrangement under which Seller may not sell shares of
Common Stock during any 30 day period (a “Sale Period”)
in an amount which exceeds 7.5% of the sales volume on the
principal market on which the Buyer’s common stock is sold
during the calendar month immediately preceding such Sale
Period.






 

 




(ii)

Registration
Rights.






 

 




a.

 Piggyback Registration Rights.
If, at any time after the Initial Closing Date, the Buyer proposes
to register any of its securities under the Securities Act of 1933,
as amended (the “Securities Act”) either for its own
account or for the account of others, in connection with the public
offering of such equity securities solely for cash, on a
registration form that would also permit the registration of the
Common Stock, the Buyer shall promptly give the Seller written
notice of such proposal. Within twenty (20) days after the notice
is given, the Seller shall give notice as to the number of shares
of Common Stock, if any, the Seller requests be registered
simultaneously with such registration by the Buyer. The Buyer shall
use its best efforts to include such Common Stock in such
registration statement which the Seller requests to be so included
and to cause such registration statement to become effective with
respect to such Common Stock. If at any time after giving written
notice of its intention to register equity securities and before
the effectiveness of the registration statement filed in connection
with such registration, the Buyer determines for any reason either
not to effect such registration or to delay such registration, the
Buyer will, at its election, by delivery of written notice to the
Seller, (i) in the case of a determination not to effect
registration, be relieved from the obligation to register the
Common Stock in the proposed registration statement, or (ii) in the
case of a determination to delay registration, delay the
registration of the Common Stock. Further, if in connection with an
underwritten public offering for the account of the Buyer the
managing underwriter(s) thereof shall impose a limitation on the
number of shares of common stock which may be included in the
registration statement because, in such underwriter(s) judgment,
marketing or other factors dictate such limitation is necessary to
facilitate public distribution, then the Buyer shall be obligated
to include in such registration statement only such limited portion
of the Common Stock with respect to which such Seller has requested
inclusion hereunder as the underwriter shall reasonably
permit.






 

 


 

 


 




 








 






 

 




b.

Demand Registration Right.
Twelve (12) months after the First Closing Date, the Seller shall
have a one-time right, upon written notice to the Buyer (the
“Demand Notice”), to request the Buyer to register for
resale all or a portion of the Common Stock then owned by Seller
(the “Demand Registration Right”) under and in
accordance with the provisions of the Securities Act for an
offering to be made on a continuous basis pursuant to Rule 415 by
filing with the Securities and Exchange Commission a registration
statement covering the resale of such Common Stock (the "Demand
Registration Statement"). The Demand Registration Statement
required hereunder shall be filed on Form S-3 (except if the Buyer
is not then eligible to register the Common Stock for resale on
Form S-3, then such Registration Statement will be on Form S-1. The
Buyer shall cause the Demand Registration Statement to be declared
effective under the Securities Act as promptly as possible after
the filing thereof and shall keep the Demand Registration Statement
continuously effective under the Securities Act until the earlier
of (i) five years after its effective date, (ii) such time that all
of the Common Stock covered by such Demand Registration Statement
has been sold by the Seller.






 

 




c.

Rule 144. Should Buyer become
eligible to sell the Common Stock pursuant to the exemption from
registration under Rule 144 of the Securities Act, Buyer will act
in good faith to provide support to Seller in furtherance
thereof.






 

 




(iii)

Tax Treatment of Common Stock.
The parties acknowledge Seller’s desire to consummate the
transaction in a tax efficient manner, and agree, to cooperate in
efforts to structure the payment of the Common Stock to achieve
this objective.






 




(iv)

Investment Representations of
Seller. All Common Stock acquired by Seller pursuant to this
Agreement shall be acquired by Seller for its own account for
investment only and not with a view towards, or for resale in
connections with, the public sale or distribution thereof, except
pursuant to sales registered or exempted under the Securities Act;
provided, however, that by making the representations herein,
Seller reserves the right to dispose of such Common Stock at any
time in accordance with or pursuant to an effective registration
statement covering such Common Stock, or an available exemption
under the Securities Act. Seller agrees not to sell, hypothecate or
otherwise transfer such Common Stock unless such Common Stock is
registered under federal and applicable state securities laws or
unless, in the opinion of counsel satisfactory to the Buyer, an
exemption from such law is available. Seller further agrees not to
sell any such Common Stock while in possession of material,
non-public information.






 

 




 








 






 

 



ARTICLE 2

 



PURCHASE PRICE

 


 

 


2.1     Purchase
Price. Upon and subject to the terms herein, Buyer will pay
to the Seller the aggregate amount of $8,000,000.00 (the
“Purchase
Price”), at the times and in the manner set forth
below.

 


 

 


2.2     Payment
of Purchase Price at Closings and Related Payments. Upon and
subject to the terms herein, Buyer will pay the Purchase Price,
over a series of three closings, as follows:

 


 

 


(a)     The
first closing (the “First Closing”) shall take place on
a date (the “First Closing Date”) that is on or before
November 20, 2019. At the First Closing, Buyer shall issue
$5,000,000 of restricted common stock of Buyer (the “Common
Stock”) to Seller at a price of $0.41165 per share resulting
in the issuance of 12,146,241 shares. The price per share
represents the price determined by calculating the average daily
closing price for the twenty (20) days preceding September 13,
2019.

 


 

 


(b)     The
second closing (the “Second Closing”) shall take place
on at date (the “Second Closing Date”) that is on or
before December 31, 2019. At the Second Closing, Buyer shall pay
$1,000,000 in cash to Seller and shall issue two promissory notes
of Buyer to Seller, each in the amount of $1,000,000 (the
“Promissory Notes”), with one Promissory Note due on
March 31, 2020 and the other due on June 30, 2020. The Promissory
Notes shall bear interest at a rate equal to the legal minimum
interest rate if paid in full when due. Each Promissory Note will
bear interest at 18% compounded quarterly on all amounts that are
overdue for all periods subsequent to the overdue date until paid.
Buyer may prepay the Promissory Notes, in whole or in part, at any
time without penalty or interest.

 


 

 


(c)     The
third closing (the “Final Closing”) shall take place on
the date on which the Promissory Notes have been satisfied in full
(the “Final Closing Date”), which may be on or before
June 30, 2020, the maturity date of the second Promissory
Note.

 


 

 


(d)     Related
Payments. In addition to the Purchase Price, Buyer shall pay
the outstanding balance due by Buyer to Seller on outstanding
Seller invoices in the aggregate amount of $646,000 (the
“Overdue Invoice Payments”) in cash as
follows:

 


 

 


(i)
$215,333.33 at the First Closing (the “First Invoice
Payment”); and

 


 

 


 




 








 






 

 


(ii)
$430,666.67 at the Second Closing (the “Second Invoice
Payment”).

 


 

 


(e)
     Related Obligations. In
addition to the Purchase Price and the Overdue Invoice Payments at
the First Closing, Buyer shall enter into an Employment and
Non-Competition Agreement (the “Employment Agreement”)
with Brian Ray, in the form of Exhibit B hereto.

 


 

 


 

 



ARTICLE 3

 



REPRESENTATIONS AND WARRANTIES OF THE SELLER

 


 

 


The
Seller hereby represents and warrants to Buyer as
follows:

 


 

 


3.1     Organization
and Good Standing. The Seller is a duly organized and
validly existing corporation in good standing under the laws of the
State of Delaware. The Seller is duly qualified and in good
standing to do business as a foreign corporation in each
jurisdiction in which the ownership or leasing of its properties or
assets or the conduct of its business requires such qualification,
with each such jurisdiction being listed in Schedule 3.1 except where
the failure to be so qualified or in good standing will not
materially and adversely affect Buyer’s ability to consummate
the transactions contemplated herein. The Seller has full corporate
power and authority to own and lease its properties and assets,
including the Acquired Assets, and conduct its business as now
conducted and as proposed to be conducted. The Seller has delivered
to Buyer a true, correct and complete copy of the Seller’s
Organizational Documents. Schedule 3.1 lists the
officers and directors of (or any person holding a similar position
with) the Seller. The Seller is not in default under or in
violation of any provision of its Organizational
Documents.

 


  

 


3.2     Authority
and Authorization; Conflicts; Consents.

 


 

 


(a)     Authority
and Authorization. The execution, delivery and performance
of this Agreement and each Ancillary Document of the Seller or
any of its Affiliates have been duly authorized and approved by all
necessary corporate or limited liability company (if and as
applicable) action with respect to the Seller and each such
Affiliate, and each such authorization and approval remains in full
force and effect. Assuming due authorization, execution and
delivery by Buyer and its applicable Affiliates of this Agreement,
this Agreement is, and each Ancillary Document of the Seller or any
of its Affiliates at each Closing will be, the legal, valid and
binding obligation of the Seller and each such applicable
Affiliate, enforceable against the Seller and each such applicable
Affiliate in accordance with its terms, except to the extent
enforceability may be limited by any Enforcement Limitation. The
Seller and each such applicable Affiliate has all requisite
corporate or limited liability company (if and as applicable) power
and authority to enter into this Agreement and each
Ancillary Document to be executed and delivered by the Seller
or each such applicable Affiliate and to consummate the
transactions contemplated herein and therein to be consummated by
the Seller and each such applicable Affiliate.

 


 

 




 








 






 

 


(b)     Conflicts.
Neither the execution nor delivery by the Seller of this Agreement
the Seller or any Affiliate of the Seller of any
Ancillary Document nor consummation by the Seller or any
Affiliate of the Seller of the transactions contemplated herein or
therein does or will (with or without the passage of time or giving
of notice): (1) constitute a breach of, violate, conflict with
or give rise to or create any right or obligation under any
Organizational Document of the Seller or any of its Affiliates;
(2) violate any Applicable Law or Order; (3) constitute a
breach or violation of or a default under, conflict with or give
rise to or create any right of any Person other than the Seller to
accelerate, increase, terminate, modify or cancel any right or
obligation in a manner adverse to any Acquired Asset, or the
Business or result in the creation of any Encumbrance under, any
Contract to which the Seller is a party or by which any asset of
the Seller is bound; (4) result in the creation of any lien on the
Acquired Assets; or (5) give rise to any limitation,
restriction or adverse effect on Buyer’s ability to conduct
its business (including the Business) after each Closing (including
the revocation or other termination of any Permit).

 


 

 


(c)     Consents.
Except as listed in Schedule 3.2(c), no
consent or approval by, notification to or filing with any Person
is required in connection with the Seller’s or any of their
Affiliates’ execution, delivery or performance of this
Agreement or any Ancillary Document of the Seller or any
Affiliate of Seller or the Seller’s or any such
Affiliate’s consummation of the transactions contemplated
herein or therein. “Consent” means each
consent, approval, notice or filing listed in Schedule 3.2(c).

 


 

 


3.3     Litigation
and Orders. There is no claim (whether or not commenced,
brought, conducted or heard by or before, or otherwise involving,
any Governmental Authority or arbitrator) or other Proceeding
pending or, to the Seller’s Knowledge, Threatened against the
Seller or to which the Seller is a party or that is reasonably
expected to adversely affect any Acquired Asset, or the Business
and (b) the Seller is not subject to any Order. No Proceeding
or Order has had or is reasonably likely to have a Material Adverse
Effect on the Business or will materially and adversely affect the
Seller’s ability to consummate the transactions contemplated
herein. The Seller is not in default or other violation with
respect to any Order. To the Seller’s Knowledge, there is no
reasonable reason to believe that any Proceeding or Order may be
brought or Threatened against the Seller, with respect to the
Acquired Assets, or that there is any reasonable basis
therefor.

 


 

 


3.4     Compliance
with Law. At all times since its incorporation the Seller
has been operated the Business and utilized the Acquired Assets in
compliance in all material respects with all Applicable Laws
(including those relating to (1) maintaining Permits required
of the Seller to conduct the Business and utilize the Acquired
Assets, (2) pollution or protection of the environment and
(3) occupational health, welfare and safety), except as listed
in Schedule 3.4. No notice
has been received by the Seller since its incorporation from any
Governmental Authority alleging that the Seller is not or was not
in compliance in any material respect with any Applicable Law. The
Seller possesses and is in compliance in all material respects with
each Permit necessary for the Seller to own, operate and use its
assets and conduct its business, the Business and utilize the
Acquired Assets. The Seller has delivered to Buyer a true, correct
and complete copy of each such Permit, and each such Permit is
listed in Schedule 3.4.

 


   

 




 








 






 

 


3.5     Real
Property. The Seller does not use exclusively for the
conduct of the Business any land, buildings, structures or
improvements.

 


  

 


3.6     Intellectual
Property.

 


 

 


(a)     Schedule 3.6(a)
lists the Purchased Intellectual Property and Purchased Software
and all related registrations and applications for registration
with any Governmental Authority.

 


 

 


(b)     The
Seller owns (free and clear of all Encumbrances), or has the right
to use without payment of any royalty, license fee or similar fee
the Purchased Intellectual Property and Purchased
Software.

 


 

 


(c)     Except
as listed in Schedule 3.6(c):

 


 

 


(1)     (A) the
Seller has not received notice that any registered Purchased
Intellectual Property or Purchased Software has been declared
unenforceable or otherwise invalid by any Governmental Authority
and (B) no Purchased Intellectual Property or Purchased
Software of the Seller is or has been involved in any interference,
reissuance, reexamination, invalidation, cancellation, opposition
or similar Proceeding and, to the Seller’s Knowledge, no such
Proceeding is Threatened;

 


 

 


(2)     the
Seller has not received any written or oral charge, complaint,
claim, demand or notice, alleging that any use, sale or offer to
sell any good or service of the Seller interferes with, infringes
upon, misappropriates or violates any intellectual property rights
of any other Person, including any claim that the Seller must
license or refrain from using any intellectual property rights of
any other Person or any offer by any other Person to license any
intellectual property rights of any other Person; and

 


 

 


(3)     To
the Seller’s knowledge, the Purchased Intellectual Property
and Purchased Software is not interfering with, infringing upon,
misappropriating or violating the intellectual property of any
other Person, and, to the Seller’s Knowledge, no other Person
is interfering with, infringing upon, misappropriating or violating
the Purchased Intellectual Property or the Purchased
Software.

 


 

 




 








 






 

 


(d)     Each
former and current employee and each Person that has developed or
is developing intellectual property for the Seller is a party to a
written Contract with the Seller that assigns to the Seller all
rights to all inventions, improvements, discoveries and information
relating to the Business, and the Seller has provided a true,
correct and complete copy of each such Contract to Buyer and each
such Contract is listed in Schedule 3.6(d). To the
Seller’s Knowledge, no former or current employee of the
Seller is bound by any Contract (other than with the Seller) that
restricts or limits the scope or type of work in which such
employee may be engaged, places confidentiality restrictions on
such employee or requires such employee to transfer, assign or
disclose information concerning such employee’s work or any
proprietary rights to any Person other than the Seller. To the
Seller’s Knowledge, no Person that has developed or is
developing intellectual property for the Seller is bound by any
Contract (other than with the Seller) that restricts or limits the
scope or type of work in which such Person may be engaged by the
Seller, places confidentiality restrictions on such Person or
requires such Person to transfer, assign or disclose information
concerning such Person’s work for the Seller or any
proprietary rights of the Seller to any Person other than the
Seller.

 


  

 


(e)     With
respect to each issued or registered item of Purchased Intellectual
Property, such Purchased Intellectual Property is: (1) in
compliance with all applicable legal requirements (including:
payment of filing, examination and maintenance fees; proofs of
working or use; post-registration filing of affidavits of use; and
incontestability and renewal applications); (2) valid and
enforceable; and (3) not subject to any maintenance fee, Tax
or action that is due within 90 days after the First Closing
Date.

 


 

 


(f)     With
respect to each trade secret of the Business (including each item
of Purchased Intellectual Property and Purchased Software that the
Seller regards as a trade secret): (1) the documentation
relating to such trade secret is current, accurate and is
sufficient in detail and content to identify and explain it and to
allow its full and proper use without reliance on the knowledge or
memory of any individual; (2) the Seller has taken all
reasonable precautions to protect the secrecy, confidentiality and
value of such trade secret; and (3 the Seller’s Knowledge,
such trade secret has not been used, divulged or appropriated
either for the benefit of any Person (other than the Seller) or to
the detriment of the Seller.

 


   

 


3.7                Brokers.
The Seller has no obligation or other Liability to any broker,
finder or similar intermediary that would cause Buyer to become
liable for payment of any fee or expense with respect
thereto.

 


  

 


3.8                Accounts
Receivable. There are no accounts receivable of Seller
associated with the Acquired Assets and there will be no such
accounts receivable at the time of each Closing.

 


 

 




 








 






 

 


3.9                Powers
of Attorney. There is no outstanding power of attorney with
respect to the Seller.

 


 

 


3.10                Computer
Systems.

 


 

 


(a)     Platform
Description and Documentation. Schedule 3.10(a) lists all
material Proprietary Information Technology Systems and other
material Computer Systems that are being used by the Business. The
documentation and the source code (including its embedded
commentary, descriptions and indicated authorships), the
specifications and the other informational materials that describe
the operation, functions and technical characteristics applicable
to any such Proprietary Information Technology System (i) has
resided 130 Holiday Court, Suite 100, Annapolis, Maryland 21401 at
all times and has never been escrowed, (ii) has not been developed
or modified by any Person outside the United States, and (iii) are
complete in all material respects and sufficient to permit the
Business to support and maintain the products and services of its
business as now conducted. Each Computer System used by the
Business substantially conforms to the Business’s current
functional requirements and such Computer System’s design
specifications, documentation and other specifications and does and
will perform substantially in accordance with the foregoing.
“Proprietary Information Technology System”
means a Computer System (or portion of Computer System) that the
Business (either directly or through or with any other Person) has
developed, customized or enhanced or is in the process of
developing, customizing or enhancing. “Computer System”
means any of or combination of the computer software, computer
hardware (whether general or special purpose), telecommunications
capabilities (including voice, data or video networks) and other
similar or related items of any automated, computerized or software
system and any other network or system or related service that is
used by or relied on by the Business in the conduct of its
business.

 


 

 


(b)     Protection.
The Seller has taken all actions that a reasonably prudent Person
in its business would take to protect against the existence of
(1) any protective, encryption, security or lock-out device
that reasonably could materially and adversely interrupt,
discontinue, interfere with or otherwise affect its use of any of
its Computer Systems and (2) any so-called computer virus,
worm, trap or back door, Trojan horse or any other instruction,
code, program, data or material (collectively, “Malicious Instructions”)
that reasonably could materially and adversely interrupt,
discontinue, interfere with or otherwise affect the operation or
use by the Business of any of its Computer Systems.

 


 

 


(c)     Reliability.
No Computer System has experienced any bug, failure, breakdown,
continued substandard performance, data loss, data integrity
problem, hacking attempt, security breach or other Malicious
Instruction in the past 12 months that has caused any
substantial disruption or interruption in or to the use of any
Computer System.

 


 

 




 








 






 

 


3.11     Data
and Privacy. Schedule 3.11 contains a
true, correct and complete copy of each privacy policy that has
been used by or on behalf of the Seller regarding the collection or
use of information about any other Person and the dates that each
such policy was in effect. The Seller has complied with all such
policies and with all Applicable Laws pertaining to data, the
collection and use of data, personally identifiable information and
bulk commercial faxes and e-mail (including SPAM). The Seller has
the right (and upon consummation of the transactions contemplated
herein Buyer will have the right) to use all of the information in
each of its databases.

 


 

 


3.12     Title.
Seller is the sole and exclusive owner of all right, title and
interest in and to the Acquired Assets, and has good title to the
Acquired Assets, free and clear of all liens, including obligations
to transfer or license such Acquired Assets, and there exists no
material restriction on the use or transfer or licensing of such
Acquired Assets. To Seller’s knowledge, the Acquired Assets
and intellectual property rights related thereto are valid and
enforceable and Seller does not have any obligation to compensate
any person or entity for its use of any Acquired Assets. Seller has
not granted to any person or entity any license (whether oral,
written, implied or otherwise) to use the Acquired Assets. To
Seller’s knowledge, none of the Acquired Assets has been or
is subject to any interference, cancellation, reexamination,
reissue, opposition, or any other proceeding challenging priority,
scope, validity, or ownership anywhere in the world.

 


 

 


3.13     No
Adverse Actions. Seller has not:

 


 

 




a)

Suffered, permitted
or incurred the imposition of any lien or claim upon any of the
Acquired Assets;






 

 




b)

Committed,
suffered, permitted or incurred any default in any liability which
has or will have a material adverse effect upon the Acquired
Assets;






 

 




c)

Made or agreed to
any adverse change in the terms of any contract or instrument to
which it is a party which may have a material adverse effect on the
Acquired Assets;






 

 




d)

Waived, canceled,
sold or otherwise disposed of, for less than the face amount
thereof, any claim or right relating to the Acquired Assets which
it has against others;






 

 




e)

Made any disclosure
of any confidential or proprietary information of Seller other than
to Buyer and its representatives, agents, attorneys and accountants
or to Seller’s own employees, representatives, agents,
attorneys and accountants in the ordinary course;






 

 


 




 








 






 

 




f)

Made any waiver of
any claims or rights related to any of the Acquired Assets or
abandonment or lapse of any of the Acquired Assets; or






 

 




g)

Committed to do any
of the foregoing except as contemplated by this
agreement.






 

 


3.14     Contracts.
Other than any Contracts between Buyer and Seller, there are no
Contracts related to the Acquired Assets.

 


 

 


3.15           No
Undisclosed Liabilities. The Seller has disclosed to Buyer
all known liabilities in connection with the Acquired
Assets.

 


 

 


3.16
Shareholder
Approval. This Agreement and the sale of the Acquired
Assets by
Seller to Buyer hereunder does not require the approval of the
shareholders of Seller as it does not involve the sale of all or
substantially all of the assets of Seller.

 


 

 


3.17           Full
Disclosure. To the Seller’s Knowledge, as applicable,
the representations and warranties contained in this Article 3 do not contain
any untrue statement of a material fact or omit a material fact
necessary to make the statements and information in this
Article 3 not
misleading.

 


 

 



ARTICLE 4

 



REPRESENTATIONS AND WARRANTIES OF BUYER

 


 

 


Buyer
hereby represents and warrants to the Seller as
follows:

 


 

 


4.1     Organization
and Good Standing. Buyer is a duly organized and validly
existing corporation in good standing under the laws of Delaware.
Buyer is duly qualified and in good standing to do business as a
foreign corporation in each jurisdiction in which the ownership and
leasing of its properties and assets or the conduct of its business
requires such qualification, except where the failure to be so
qualified or in good standing will not materially and adversely
affect Buyer’s ability to consummate the transactions
contemplated herein. Buyer has full corporate power and authority
to own and lease its properties and assets and conduct its business
as now conducted and as proposed to be conducted, except where the
failure to have such power or authority will not materially and
adversely affect Buyer’s ability to consummate the
transactions contemplated herein.

 


 

 




 








 






 

 


4.2     Authority
and Authorization; Conflicts; Consents.

 


 

 


(a)     Authority
and Authorization. The execution, delivery and performance
of this Agreement and each Ancillary Document of Buyer or any
Affiliate of Buyer have been duly authorized and approved by all
necessary corporate action with respect to Buyer and each such
Affiliate, and each such authorization and approval remains in full
force and effect. Assuming due authorization, execution and
delivery by the Seller and its applicable Affiliates of this
Agreement and each Ancillary Document of the Seller or any of
its Affiliates, this Agreement is, and each Ancillary Document of
Buyer or any of its Affiliates at Closing will be, the legal, valid
and binding obligation of Buyer and each such applicable Affiliate,
enforceable against Buyer and each such applicable Affiliate in
accordance with its terms, except to the extent enforceability may
be limited by any Enforcement Limitation. Buyer and each such
applicable Affiliate has all requisite corporate power and
authority to enter into this Agreement and each Ancillary Document
to be executed and delivered by Buyer or such applicable Affiliate
and to consummate the transactions contemplated herein and therein
to be consummated by Buyer and each such applicable
Affiliate.

 


 

 


(b)     Conflicts.
Neither the execution nor delivery by Buyer of this Agreement or by
Buyer or any Affiliate of Buyer of any Ancillary Document nor
consummation by Buyer or any Affiliate of Buyer of the transactions
contemplated herein or therein does or will (with or without the
passage of time or giving of notice): (1) constitute a breach
of, violate, conflict with or give rise to or create any right or
obligation under any Organizational Document of Buyer or any such
Affiliate of Buyer; (2) violate any Applicable Law or Order;
or (3) constitute a breach or violation of or a default under,
conflict with or give rise to or create any right of any Person
other than Buyer to accelerate, increase, terminate, modify or
cancel any right or obligation under, any Contract to which Buyer
is a party, except where such breach, violation, default, conflict
or right described in clause (2) or (3) above will not
materially and adversely affect Buyer’s ability to consummate
the transactions contemplated herein.

 


  

 


(c)     Consents.
No consent or approval by, notification to or filing with any
Person is required in connection with Buyer’s or any of its
Affiliates’ execution, delivery or performance of this
Agreement or any Ancillary Document of Buyer or of any of its
Affiliates or Buyer’s or any of its Affiliates’
consummation of the transactions contemplated herein or therein,
except for any consent, approval, notice or filing, the absence of
which will not materially and adversely affect Buyer’s
ability to consummate the transactions contemplated
herein.

 


 

 


4.3     Brokers.
Buyer has no obligation or other Liability to any broker, finder or
similar intermediary in connection with the transactions
contemplated herein that would cause the Seller to become liable
for payment of any fee or expense with respect
thereto.

 


 

 




 








 






 

 



ARTICLE 5

 



CERTAIN COVENANTS

 



 

 


5.1     Certain
Actions to Close Transactions. Subject to the terms of this
Agreement, each Party will use its reasonable best efforts to
fulfill, and to cause to be satisfied, the conditions in
Article 6 (but with
no obligation to waive any such condition) and to consummate and
effect the transactions contemplated herein, including to cooperate
with and assist each other in all reasonable respects in connection
with the foregoing.

 


 

 


5.2     Further
Assurances. If after Closing any further action is
necessary, proper or desirable to carry out any purpose of this
Agreement, then each Party will take such further action (including
the execution and delivery of further documents) as any other Party
reasonably requests to carry out such purpose (including that the
Seller will, upon Buyer’s request, take all actions necessary
to transfer the registration and control of all domain names to
Buyer, including the transfer of all passwords and other means of
access). The foregoing will be at the expense of such requesting
Party, except to the extent such requesting Party is entitled to
indemnification therefor or to the extent this Agreement otherwise
allocates such expense to any other Party.

 


 

 


5.3     Confidentiality
and Publicity.

 


 

 


 (a)     Confidentiality.
Except as otherwise provided in this Agreement, at all times after
the First Closing, the Seller will, and will cause each of its
Affiliates to, keep confidential and not disclose and not use, any
confidential, proprietary or other non-public information related
to the Acquired Assets or the Iota Exclusive Business, except to
the extent such information becomes available to the Seller or such
Affiliate after a Closing as a result of disclosure not known by
such recipient to have been improper.

 


 

 


(b)     Publicity.
Except as stated in this Section 5.3(b), the Seller
will not, and the Seller will cause each of its Affiliates not to,
make any public release or announcement regarding this Agreement or
any of the transactions contemplated herein without the prior
written approval thereof of Buyer. Buyer and the Seller will
cooperate with each other in issuing, promptly after the First
Closing, a joint press release (with mutually agreed upon text)
that announces the Parties’ entry into this Agreement and the
transactions contemplated herein generally.

 


  

 


5.4     Employee
Matters.

 


 

 


(a)     Liabilities.
Each Party acknowledges and agrees that, notwithstanding any other
term herein or transaction contemplated hereby, (1) Buyer will
not assume and will not otherwise have transferred to it any
liability of the Seller or of the Seller’s Affiliates with
respect to any employee or former employee of the Seller or any
such Affiliate (or with regard to any dependent or family member,
or former dependent or family member, of such an employee or former
employee), including any liability with respect to any
compensation, workers’ compensation, sick leave, vacation,
other time off or other Employee Plan or under or regarding
COBRA, and (2) this Agreement does not create any right of
employment in any individual other than Brian Ray.

 


 

 


 

 




 








 






 

 


5.5     Satisfaction
of Unassumed Seller Liabilities. After the First Closing, at
the Seller’s expense, the Seller will satisfy all liabilities
of the Business (liabilities) in a manner that is not detrimental
to any of the relationships of the Business (including with
lessors, employees, Governmental Authorities, licensors, customers
and suppliers).

 


 

 


5.6     Certain
Tax and Unclaimed Property Matters.

 


 

 


(a)     General
Requirements for the Seller. The Seller will file and pay
when due or cause to be so filed and paid, all Tax Returns and
Taxes and unclaimed property returns and filings with respect to
the Business or the Seller’s operation of the Business. Buyer
will file and pay when due, or cause to be so filed and paid, all
Tax Returns and Taxes and unclaimed property returns and filings
with respect to Buyer or Buyer’s operation of the
Business.

 


 

 


(b)     Transfer
Taxes. Notwithstanding Section 5.6(a), the Seller
will file and pay when due or cause to be so filed and paid all Tax
Returns regarding Transfer Taxes and all Transfer Taxes, regardless
of the Person on whom such Transfer Taxes are imposed by Applicable
Law. Each Party will cooperate in all reasonable respects in
executing and delivering certificates that accurately set forth
relevant facts to entitle any Party to exemptions from the payment
of Transfer Taxes (if applicable).

 


 

 


(c)     Cooperation.
Each Party will, and each Party will cause its applicable
Affiliates to, cooperate in all reasonable respects with respect to
Tax and unclaimed property matters and provide one another with
such information as is reasonably requested to enable the
requesting Party to complete and file all Tax Returns it may be
required to file (or cause to be filed) with respect to the
Business, to respond to Tax audits, inquiries or other Tax
Proceedings and to otherwise satisfy Tax requirements. Such
cooperation also will include promptly forwarding copies (to the
extent related thereto) of (1) relevant Tax notices, forms or
other communications received from or sent to any Governmental
Authority (whether or not requested), and (2) reasonably
requested copies of all relevant Tax Returns together with
accompanying schedules and related workpapers, documents relating
to rulings, audits or other Tax determinations by any Governmental
Authority and records concerning the ownership and Tax basis of
property.

 


 

 


5.7     Mutual
Covenant Not to Compete and Related Covenants.

 


 

 


(a)     General
Restrictions. To further ensure that Buyer receives the
expected benefits of acquiring the Business and that Seller
receives the expected benefits of selling the Business, each of the
Seller and Buyer agrees that (subject to the other terms of this
Section 5.7),
throughout the period that begins at the Effective Time and ends on
the fifth anniversary of the Final Closing Date (the
“Non-Compete Period”),
they will not, and the Seller and Buyer will cause each of their
Affiliates not to, directly or indirectly:

 


 

 




 








 






 

 


(1)     own,
operate, be a partner, stockholder, co-venturer or otherwise invest
in, lend money to, consult with, manage or render services to, act
as agent for, license any intellectual property to, or acquire or
hold any interest in, any Person that develops, sells, markets,
provides, distributes, supports or implements any similar products
or business anywhere in the world, except that nothing herein
prohibits Buyer, Seller or their Affiliates from owning or holding
less than 1% of the outstanding shares of any class of stock that
is regularly traded on a recognized domestic or foreign securities
exchange or over-the-counter market;

 


 

 


(2)     except
for Buyer’s employment of Brian Ray, solicit any individual
who is an employee of the other party or an Affiliate of any party
or (B) otherwise interfere with or disrupt any such employment
relationship (contractual or other) of a Party or any of its
Affiliates;

 


 

 


(3)     solicit,
request, advise or induce any then-current or potential customer,
supplier or other business contact of a Party or any of its
Affiliates to cancel, curtail or otherwise adversely change its
business or relationship with such Party or (B) fail to refer
all material customer inquiries relating to the business of the
other Party, to the other Party; or

 


 

 


(4)     criticize
or disparage in any manner or by any means (whether written or
oral, express or implied) the other Party or any of its Affiliates
or any aspect of such Party’s or any of its Affiliate’s
management, policies, operations, products, services, practices or
personnel.

 


 

 


(b)
Each of Buyer and Seller further agrees;

 


 

 


(i)
Buyer will only use the Purchased Assets to develop and use Iota
Link and the Iota version of Conductor in the Iota Exclusive
Business.

 


 

 


(ii)
Seller will not use the license referenced in Section 1.7 to create
a version of Symphony Link or Conductor that competes with Iota
Link or its version of Conductor, such as for an owner of wireless
spectrum licenses from the FCC building a purpose-built internet of
things network that competes with Buyer.

 


 

 


 (c)     Certain
Remedies. The Seller specifically acknowledges and agrees
that (1) this Section 5.7 is reasonable
and necessary to ensure that each Party receives the expected
benefits of acquiring and selling the Business, (2) Each Party
has refused to enter into this Agreement in the absence of this
Section 5.7
and (3) breach of this Section 5.7 will harm the
other Party to such an extent that monetary damages alone would be
an inadequate remedy and the harmed Party would not have an
adequate remedy at law. Therefore, in the event of a breach by the
Seller or Buyer of this Section 5.7, (A) the
harmed Party (in addition to all other remedies it may have) will
be entitled to seek an injunction and other equitable relief
(without posting any bond or other security) restraining the other
Party (as applicable) from committing or continuing such breach and
to enforce specifically this Agreement and its terms and
(B) for the harmed Party (as applicable), the duration of the
Non-Compete Period will be extended beyond its then-scheduled
termination date for a period equal to the duration of such
breach.

 


 

 




 








 






 

 


5.8     Items
to Proper Party. After each Closing, each Party will
promptly deliver to the proper Party any mail or other
communications, monies, checks or other instruments of payment
received by such Party that belong to such other Party or to which
such other Party is entitled.

 


 

 


5.9     Insurance
and Insurance Proceeds. If after the First Closing, Buyer
reasonably determines that any Loss that has occurred with respect
to any Acquired Asset, or the Business is covered by any insurance
policy of the Seller (or any Affiliate of the Seller), then Buyer
may give a notice to the Seller that states such determination and
describes the foregoing in reasonable detail. If Buyer gives such a
notice, then the following will apply:

 


 

 


(a)     The
applicable Parties will cooperate in all reasonable respects to
determine if the following conditions are satisfied: (A) such
Loss is covered by any such insurance policy of the Seller (or any
of its Affiliates), and (B) the Seller (or any of its
Affiliates) has the right to obtain any insurance proceeds with
respect thereto.

 


 

 


(b)     If
all of the conditions in the preceding clause (a) are
satisfied or there is a reasonable likelihood that all of such
conditions are satisfied, then, at Buyer’s expense, the
Seller will use commercially reasonable efforts to obtain such
proceeds from the provider of such insurance.

 


 

 


(c)     To
the extent the Seller (or any of its Affiliates) actually recovers
any such insurance proceeds (which, for the avoidance of doubt,
would be the amount in excess of any deductible, retention or
self-insurance amount), then the Seller will pay (or cause such
Affiliate to pay) to Buyer an amount equal to the difference (if
positive) of (A) such amount of such recovered proceeds (but
not to exceed the amount of such Liability or Loss), minus (B) the costs and expenses
of the Seller (or any of its Affiliates) incurred in connection
with the foregoing (to the extent not already reimbursed by Buyer),
including with respect to any Tax.

 


 

 


5.10     Maintenance
of Existence. Except in the case of a merger or sale of the
Seller, the Seller will preserve and maintain its corporate
existence in good standing under Applicable Law of the State of
Delaware for a period of at least eighteen (18) months after the
Final Closing Date.

 


 

 


5.11     Bulk
Sales Laws. Without implying any limitation on any
Party’s other obligations hereunder, including Section 5.2 and
7.1(g), each Party
hereby waives compliance with each Applicable Law relating to bulk
sales or bulk transfer applicable to any Acquired Asset or
transaction contemplated hereby.

 


 

 




 








 






 

 


5.12     SEC
and National Securities Exchange Requirements. Each Party
will cooperate with each other in all reasonable respects to
fulfill any applicable requirement of the SEC or any national
securities exchange in connection with the transactions
contemplated herein, including to perform in sufficient time to
meet any applicable filing deadline that any of them or any of
their Affiliates may have. Notwithstanding anything to the
contrary, each Party permits each other Party to disclose any
information regarding this Agreement or any of the transactions
contemplated herein in connection with such other Party’s
filing obligations with the SEC, including the filing of a copy of
this Agreement, as determined to be necessary or appropriate by
such disclosing Party’s counsel.

 


 

 



ARTICLE 6

 



CLOSINGS AND CLOSING DELIVERIES

 


 

 


6.1     Closing.
Each Closing of the transactions contemplated herein (a
“Closing”) will take place
as provided in Section 2.2 hereof. All actions to be taken and all
documents to be executed or delivered at a Closing will be deemed
to have been taken, executed and delivered simultaneously, and no
action will be deemed taken and no document will be deemed executed
or delivered until all have been taken, delivered and executed,
except in each case to the extent otherwise stated in this
Agreement or any such other document. To the extent the Parties
agree, documents may be delivered at a Closing by facsimile or
other electronic means, and (except as otherwise agreed) the
receiving Party may rely on the receipt of such documents so
delivered as if the original had been received.

 


 

 


6.2     Closing
Deliveries by the Seller. Except as otherwise provided
below, at each Closing, the Seller will deliver, or cause to be
delivered, to Buyer (or as Buyer or this Agreement otherwise
directs), the following:

 


 

 


(a)           At
the First Closing:

 


 

 


(i)     A
Bill of Sale for the First Closing Assets in the form attached
hereto as Exhibit 6.2(a), dated as
of the First Closing Date, executed by the Seller;

 


 

 


(ii)     an
officer’s certificate of a duly authorized officer of the
Seller, in a form approved in advance by Buyer (such approval not
to be unreasonably withheld), dated as of the applicable Closing
Date and executed by such officer, certifying (1) that attached
thereto is a true, correct and complete certified copy of the
Organizational Documents of the Seller, in each case as are then in
full force and effect, (2) that attached thereto is a true, correct
and complete copy of the resolutions of the Board of Directors of
the Seller authorizing the execution, delivery and performance of
this Agreement and each Ancillary Document of the Seller and the
transactions contemplated herein and therein, in each case as are
then in full force and effect (such certificate, the
“Officer’s
Certificate”), and (3) that the representations and
warranties of Seller set forth in Article 3 remain accurate and
complete;

 


 

 


 




 








 






 

 


(iii)     each
Consent, each dated on or before the applicable Closing Date and in
a form reasonably satisfactory to Buyer;

 


  

 


(iv)     a
good standing certificate, dated within 10 Business Days before the
First Closing Date, from the Secretary of State of the State of
Delaware stating that the Seller is in good standing
therein;

 


  

 


(v)     to
the extent not already provided, a written Contract with the Seller
that assigns to the Seller all rights to all inventions,
improvements, discoveries and information relating to the Seller
from each former and current Employee and each Person (including
any independent contractor) that has developed or is developing
intellectual property for the Business;

 


 

 


(vi)     all
other documents as Buyer may reasonably request to facilitate the
consummation of the transactions contemplated herein;
and

 


 

 


(vii)     all
other documents and items required by this Agreement to be
delivered, or caused to be delivered, by the Seller at such
Closing.

 


 

 



(b)           

At the Second
Closing:





 


 

 



(i)           

Evidence of
termination of the existing agreements constituting the Second
Closing Assets; and





 


 

 



(ii)           

an officer’s
certificate of a duly authorized officer of the Seller, in a form
approved in advance by Buyer (such approval not to be unreasonably
withheld), dated as of the Second Closing Date and executed by such
officer, certifying that the representations and warranties of
Seller set forth in Article 3 remain accurate and
complete.





 


 

 



(c)           

At the Final
Closing:





 


 

 


(i)     a
Bill of Sale for the Final Closing Assets in the form attached
hereto as Exhibit 6.2(c), dated as
of the Final Closing Date, executed by the Seller; and

 


 

 



(ii)           

an officer’s
certificate of a duly authorized officer of the Seller, in a form
approved in advance by Buyer (such approval not to be unreasonably
withheld), dated as of the Final Closing Date and executed by such
officer, certifying that the representations and warranties of
Seller set forth in Article 3 remain accurate and
complete.





 


 

 




 








 






 

 


6.3     Closing
Deliveries by Buyer. At each Closing, Buyer will deliver, or
cause to be delivered, to the Seller (or as the Seller or this
Agreement otherwise directs), the following:

 


 

 


(a)           At
the First Closing:

 


 

 


(a)     Payment
of the Common Stock, pursuant to Article 2;

 


 

 


(b) the
First Invoice Payment;

 


 

 


(c)     a
Bill of Sale in the form attached hereto as Exhibit 6.2(a), dated the
applicable Closing Date, executed by Buyer;

 


 

 


(d)     a
copy of the executed Employment Agreement between Buyer and Brian
Ray in the form attached hereto as Exhibit C;

 


  

 


(e)     all
other documents as the Seller may reasonably request to facilitate
the consummation of the transactions contemplated herein;
and

 


 

 


(f)     all
other documents and items required by this Agreement to be
delivered, or caused to be delivered, by Buyer at such
Closing.

 


 

 


(b)           At
the Second Closing:

 


 

 


(i)
Payment of One Million Dollars ($1,000,000.00) by wire transfer to
an account designated by Seller (which account shall be designated
by Seller at least two (2) Business Days prior to the Second
Closing Date);

 


 

 


(ii)
the Second Invoice Payment; and

 


 

 


(ii)
the Promissory Notes, each in the form attached hereto as Exhibit
6.3(b).

 


 

 


 




 








 






 

 


(c)           At
the Final Closing:

 


 

 


(i)
payment of all outstanding principal and accrued interest on the
Promissory Notes.

 


 

 


(ii) a
Bill of Sale for the Final Closing Assets in the form attached
hereto as Exhibit 6.2(c), dated as
of the Final Closing Date, executed by the Buyer.

 


 

 



ARTICLE 7

 



INDEMNIFICATION AND RESOLUTION OF CERTAIN DISPUTES

 


 

 


7.1     Indemnification
by the Seller. Subject to the other terms of this
Article 7, the
Seller will indemnify, defend and hold harmless Buyer and each of
Buyer’s Other Indemnified Persons from and against all Losses
arising out of, relating to or resulting from, directly or
indirectly, any:

 


 

 


(a)     breach
of any representation or warranty made by the Seller herein or in
any Ancillary Document of the Seller;

 


 

 


(b)     breach
of any covenant or agreement of the Seller herein or in any
Ancillary Document of the Seller;

 


 

 


(c)     conduct
of the Business or ownership, use, condition, possession or
operation of any of the Acquired Assets before the Closing at which
they are purchased;

 


 

 


(d)     Liability
of the Seller (including any Liability that becomes or purportedly
becomes a Liability of Buyer or any of Buyer’s Other
Indemnified Persons under any common law doctrine of de facto
merger, under any successor liability, under any Applicable Law or
under any similar doctrine, legal principle or
requirement);

 


  

 


(e)     failure
of any Party, in connection with the transactions contemplated
herein, to comply with any Applicable Law relating to bulk sales or
bulk transfer or any Tax law, rule or regulation relating to the
obligations of a seller or buyer of assets in bulk transfer;
or

 


 

 


(f)     Proceeding
arising out of, relating to or resulting from any of the
foregoing.

 


 




 








 






 

 


The
Seller’s indemnity obligation for breaches by the Seller of
the representations and warranties made in this Agreement or any
Ancillary Document of Seller, shall survive for a period of
eighteen (18) months after the First Closing, except that breaches
by the Seller of representations and warranties relating to
ownership of the Acquired Assets, due authority, and taxes relating
to the Acquired Assets (collectively, “Special
Representations”) shall survive until the expiration of the
applicable statute of limitations. The liability of the Seller
relating to breaches of representations and warranties shall be
limited to the total transaction price. Claims for indemnification
relating to breaches of representations and warranties shall be
payable to the extent that they exceed, in the aggregate, a
deductible amount $250,000.

 


 

 


7.2     Indemnification
by Buyer. Subject to the other terms of this Article 7, Buyer will
indemnify, defend and hold harmless the Seller and each of the
Seller’s Other Indemnified Persons from and against all
Losses arising out of, relating to or resulting from, directly
or indirectly, any:

 


 

 


(a)     breach
of any representation or warranty made by Buyer herein or in any
Ancillary Document of Buyer;

 


 

 


(b)     breach
of any covenant or agreement of Buyer herein or in any Ancillary
Document of Buyer;

 


 

 


(c)     conduct
of the Business by Buyer for any periods after the Closing Date;
or

 


 

 


(d)     Proceeding
arising out of, relating to or resulting from any of the
foregoing.

 


 

 


7.3     Certain
Limitations and Other Matters Regarding Claims.

 


 

 


(a)     Threshold
on the Seller’s Obligations. The Seller will not have
any obligation under Section 7.1(a) (or
7.1 (g) to the
extent incident to 7.1(a)), unless and until the
aggregate amount of Losses for which the Seller is obligated
thereunder exceeds $250,000.00 (the “Threshold”); provided,
however, that if such aggregate amount of Losses exceeds the
Threshold, then the Seller will be obligated for all of such Losses
(including those equal to or less than the Threshold), subject to
the other terms of this Article 7.

 


 

 




 








 






 

 


(b)     Cap
on the Seller’s Obligations. The Seller’s
obligations under Section 7.1(a) (or
7.1(g) to the
extent incident to 7.1(a)), in the aggregate, will
not exceed an amount equal to the Purchase Price (the
“Cap”),
subject to the other terms of this Article 7.

 


 

 


(c)     Threshold
on Buyer’s Obligations. Buyer will not have any
obligation under Section 7.2(a) (or
7.2(c) to the
extent incident to 7.2(a)), unless and until the
aggregate amount of Losses for which Buyer is obligated thereunder
exceeds the Threshold; provided, however, that if such aggregate
amount of Losses exceeds the Threshold, then Buyer will be
obligated for all of such Losses (including those equal to or less
than the Threshold), subject to the other terms of this
Article 7.

 


 

 


(d)     Cap
on Buyer’s Obligations. Buyer’s obligations
under Section 7.2(a) (or
7.2(c) to the
extent incident to 7.2(a)), in the aggregate, will
not exceed an amount equal to the Purchase Price, subject to the
other terms of this Article 7.

 


 

 


 (e)     Knowledge
Not Limiting. No right or obligation under this Article 7 will be waived
or otherwise affected by any knowledge (of any form or type) of
Buyer or by any investigation, due diligence or verification by or
on behalf of Buyer at or before the First Closing. All
representations, warranties, covenants and agreements herein will
be deemed material and relied upon by each Party, and none will be
waived by any failure to pursue any action or consummation of the
transactions contemplated herein, except to the extent stated
herein.

 


 

 


(f)     Nature of the
Seller’s Obligations. The representations, warranties,
covenants and agreements, and all associated rights to
indemnification of the Seller in this Agreement are joint and
several obligations.

 


 

 


7.4     Certain
Survival Periods.

 


 

 


(a)     Survival
of Representations and
Warranties. Subject to Section 7.4(b), each
representation or warranty herein will survive the execution and
delivery of this Agreement and remain in full force and effect
until the date that is eighteen (18) months after the First
Closing Date, at which time such representation or warranty
will expire and terminate and no indemnification obligation will be
associated therewith or based thereon, except that each Special
Representation will survive until all Liability hereunder relating
thereto is barred by all applicable statutes of
limitation.

 


 

 


(b)     Survival
of Representations and Warranties Until Final Determination.
Notwithstanding Section 7.4(a), for each
claim for indemnification hereunder regarding a representation or
warranty that is made before expiration of such representation or
warranty, such claim and associated right to indemnification
(including any right to pursue such indemnification, including via
any Proceeding) will not terminate before final determination and
satisfaction of such claim.

 


 

 




 








 






 

 


(c)     Survival
of Covenants and Agreements. Each covenant and agreement
(i.e., other than
representations and warranties) herein, and all associated rights
to indemnification, will survive Closing and will continue in full
force thereafter for a period of five years, subject to any
applicable limitation stated herein.

 


 

 


7.5     Notice
of Claims and Procedures.

 


 

 


(a)     Notice
of Claims. A Party entitled to indemnification hereunder
(the “Claiming Party”)
will give the Party obligated to provide such indemnification (the
“Indemnifying Party”)
prompt notice of any claim, for which such Claiming Party proposes
to demand indemnification, (1) by a Person that is not a Party
nor an Other Indemnified Person (such a claim being a
“Third-Party Claim”
and such notice of such Third-Party Claim being the
“Initial Claim Notice”)
or (2) that does not involve a Third-Party Claim, in each case
specifying the amount and nature of such claim (to the extent
known). Thereafter, the Claiming Party will give the Indemnifying
Party, promptly after the Claiming Party’s (or any of its
applicable Other Indemnified Person’s) receipt or delivery
thereof, copies of all documents (including court papers) received
or delivered by the Claiming Party (or any such Other Indemnified
Person) relating to any such Third-Party Claim. The failure to
promptly give such notice or to promptly give such copies will not
relieve the Indemnifying Party of any Liability hereunder, except
if the Indemnifying Party was prejudiced thereby, but only to the
extent that the Indemnifying Party demonstrates that it was
prejudiced thereby.

 


 

 


(b)     Access
and Cooperation. Each Party will, and will cause its Other
Indemnified Persons to, cooperate and assist in all reasonable
respects regarding such Third-Party Claim, including by promptly
making available to such other Party (and its legal counsel and
other professional advisers with a reasonable need to know) all
books and records of such Person relating to such Third-Party
Claim, subject to reasonable confidentiality
precautions.

 


 

 


(c)     Defense
and Participation Regarding Third-Party Claims. This
Section 7.5(c)
relates only to Third-Party Claims.

 


 

 


(1)     Election
to Conduct Defense. Promptly after receiving an Initial
Claim Notice under Section 7.5(a), the
Indemnifying Party will have the option to conduct the Defense of
such Third-Party Claim, at the expense of the Indemnifying Party,
except if (A) the aggregate amount of the potential
obligations of the Claiming Party (or its Other Indemnified
Persons) regarding such Third-Party Claim exceeds the maximum
obligations of the Indemnifying Party under this Agreement
regarding such Third-Party Claim, (B) it is reasonably likely
that such Third-Party Claim will adversely affect the Claiming
Party (or any of its Other Indemnified Persons), other than as a
result of money damages, or (C) the Indemnifying Party fails
to provide the Claiming Party with evidence reasonably satisfactory
to the Claiming Party that the Indemnifying Party has the financial
resources to actively and diligently conduct the Defense of such
Third-Party Claim and fulfill the Indemnifying Party’s
indemnification obligations hereunder with respect thereto. To
elect to conduct such Defense, the Indemnifying Party must give
written notice of such election to the Claiming Party within
10 days (or within the shorter period, if any, during which a
Defense must be commenced for the preservation of rights) after the
Claiming Party gives the corresponding Initial Claim Notice to the
Indemnifying Party (otherwise, such right to conduct such Defense
will be deemed waived). If the Indemnifying Party validly makes
such election, it will nonetheless lose such right to conduct such
Defense if it fails to continue to actively and diligently conduct
such Defense.

 


 

 




 








 






 

 


(2)     Conduct
of Defense, Participation and Settlement. If the
Indemnifying Party conducts the Defense of such Third-Party Claim,
then (A) the Claiming Party may participate, at its own
expense (except that the Indemnifying Party will be responsible for
the fees and expenses of the Claiming Party’s counsel (but
not more than one law firm per jurisdiction) if the Claiming Party
reasonably concludes that counsel to the Indemnifying Party has a
conflict of interest), in such Defense (including any Proceeding
regarding such Third-Party Claim) and will have the right to
receive copies of all notices, pleadings or other similar
submissions regarding such Defense, (B) the Indemnifying Party
will keep the Claiming Party reasonably informed of all matters
material to such Defense and Third-Party Claim at all stages
thereof, (C) the Claiming Party will not (and will cause its
Other Indemnified Persons not to) admit Liability with respect to,
or compromise or settle, such Third-Party Claim without the
Indemnifying Party’s prior written consent (which consent
will not be unreasonably withheld), (D) there will be no
compromise or settlement of such Third-Party Claim without the
consent of the Claiming Party (which consent will not be
unreasonably withheld) and (E) the Indemnifying Party’s
election to conduct the Defense of such Third-Party Claim will
conclusively establish the Indemnifying Party’s obligation to
indemnify the Claiming Party with respect to such Third-Party Claim
hereunder.

 


 

 


(3)     Indemnifying
Party Does Not Conduct Defense. If the Indemnifying Party
does not have the option to conduct the Defense of such Third-Party
Claim or does not validly elect such option or does not preserve
such option (including by failing to commence such Defense within
10 days following receipt of such Initial Claim Notice or
within the shorter period, if any, during which a Defense must be
commenced for the preservation of rights), then the Claiming Party
may conduct the Defense of such Third-Party Claim in any manner
that the Claiming Party reasonably deems appropriate, at the
expense of the Indemnifying Party (subject to the other limitations
of this Article 7), and the
Claiming Party will have the right to compromise or settle such
Third-Party Claim without the consent of the Indemnifying
Party.

 


  

 


7.6     Right
of Set Off. Each of Buyer and Buyer’s Other
Indemnified Persons (each, a “Setting Off Party”) will
have the right to set off and retain any amount to which such
Setting Off Party may be entitled from any other Party (the
“Owing
Party”), including under this Agreement or any other
Contract, against any amount otherwise payable by such Setting Off
Party to such Owing Party. In addition, if a Setting Off Party has
delivered notice of any claim or claims for indemnification under
this Agreement and final resolution (whether by consent, order,
judgment, decree, settlement, arbitration award or otherwise) and
payment in full of such claims has not occurred as of the due date
of any payment under Section 2.3, then such Setting
Off Party shall have the right (but not the obligation) to withhold
out of such payment under Section 2.3 an amount equal to
such Setting Off Party’s good faith estimate of the amount of
Losses anticipated to be incurred with respect to such claims.
After the final resolution and payment in full of all such claims,
Buyer will pay any remaining amounts owed to the Seller under
Section 2.3 (after
setting off any amounts owed by the Seller as contemplated by this
Section 7.6).
The exercise of or failure to exercise such right of set off will
not constitute an election of remedies or limit in any manner the
enforcement of any other remedy that may be available to a Party.
Nothing in this Section 7.6 shall limit
Buyer’s or any of Buyer’s Other Indemnified
Person’s right to proceed directly against the Seller for the
collection of any Losses even before exercising their rights in
this Section 7.6.

 


 

 




 








 






 

 



ARTICLE 8

 



CERTAIN GENERAL TERMS AND OTHER AGREEMENTS

 


 

 


8.1     Notices.
All notices or other communications required or permitted to be
given hereunder will be in writing and will be (a) delivered
by hand, (b) sent by United States registered or certified
mail or (c) sent by nationally recognized overnight delivery
service for next Business Day delivery, in each case as
follows:

 


 

 


 

 


 

 


	

(1)   
 if to the Buyer, to:


 


IOTA
Communications, Inc.


540
Union Square


New
Hope, Pennsylvania 18938


Attention: Chief
Executive Officer

	

with a
copy to:


 


Lucosky
Brookman LLP


101
Wood Avenue South


5th
Floor


Iselin,
New Jersey 08830


Attention:
Scott Rapfogel


 


	

(2)   
 if to Buyer, to:


 


Link
Labs, Inc.


130
Holiday Court


Suite
100


Annapolis, Maryland
21401


Attention: Chief
Executive Officer

	

with a
copy to:


 


Morgan,
Lewis and Bockius LLP


1111
Pennsylvania Avenue, NW


Washington,
DC 20004


Attention:
Andrew M. Ray







 

 


Such
notices or communications will be deemed given (A) if so
delivered by hand, when so delivered, (B) if so sent by mail,
three Business Days after mailing, or (C) if so sent by
overnight delivery service, one Business Day after delivery to such
service. A Party may change the address to which such notices and
other communications are to be given by giving each other Party
notice in the foregoing manner.

 


 

 




 








 






 

 


8.2     Expenses.
Except as is expressly stated otherwise herein, each Party will
bear its own costs and expenses incurred in connection with the
transactions contemplated herein.

 


 

 


8.3     Interpretation;
Construction. In this Agreement:

 


 

 


(a)     the
table of contents and headings are for convenience of reference
only and will not affect the meaning or interpretation of this
Agreement;

 


 

 


(b)     the
words “herein,” “hereunder,”
“hereby” and similar words refer to this Agreement as a
whole (and not to the particular sentence, paragraph or Section
where they appear);

 


 

 


(c)     terms
used in the plural include the singular, and vice versa, unless the
context clearly requires otherwise;

 


 

 


(d)     unless
expressly stated herein to the contrary, reference to any document
means such document as amended or modified and as in effect from
time to time in accordance with the terms thereof;

 


 

 


(e)     unless
expressly stated herein to the contrary, reference to any
Applicable Law means such Applicable Law as amended, modified,
codified, replaced or reenacted, in whole or in part, and as in
effect from time to time, including any rule or regulation
promulgated thereunder;

 


 

 


(f)     the
words “including,” “include” and variations
thereof are deemed to be followed by the words “without
limitation”;

 


 

 


(g)     “or”
is used in the sense of “and/or”; “any” is
used in the sense of “any or all”; and “with
respect to” any item includes the concept “of,”
“under” or “regarding” such item or any
similar relationship regarding such item;

 


  

 


(h)     unless
expressly stated herein to the contrary, reference to a document,
including this Agreement, will be deemed to also refer to each
annex, addendum, exhibit, schedule or other attachment
thereto;

 


 

 




 








 






 

 


(i)     unless
expressly stated herein to the contrary, reference to an Article,
Section, Schedule or Exhibit is to an article, section, schedule or
exhibit, respectively, of this Agreement;

 


 

 


(j)     all
dollar amounts are expressed in United States dollars and will be
paid in cash (unless expressly stated herein to the contrary) in
United States currency;

 


 

 


(k)     when
calculating a period of time, the day that is the initial reference
day in calculating such period will be excluded and, if the last
day of such period is not a Business Day, such period will end
on the next day that is a Business Day;

 


 

 


(l)     with
respect to all dates and time periods in or referred to in this
Agreement, time is of the essence; and

 


 

 


(m)     the
Parties participated jointly in the negotiation and drafting of
this Agreement and the documents relating hereto, and each Party
was (or had ample opportunity to be) represented by legal counsel
in connection with this Agreement and such other documents and each
Party and each Party’s counsel has reviewed and revised (or
had ample opportunity to review and revise) this Agreement and such
other documents; therefore, if an ambiguity or question of intent
or interpretation arises, then this Agreement and such other
documents will be construed as if drafted jointly by the Parties
and no presumption or burden of proof will arise favoring or
disfavoring any Party by virtue of the authorship of any of the
terms hereof or thereof.

 


 

 


8.4     Parties
in Interest; No Third-Party Beneficiaries. There is no
third-party beneficiary hereof and nothing in this Agreement
(whether express or implied) will or is intended to confer any
right or remedy under or by reason of this Agreement on any Person
(including any employee), except each Party and their respective
permitted successors and assigns.

 


 

 


8.5     Governing
Law. This Agreement will be construed and enforced in
accordance with the substantive laws of the State of Delaware
without reference to principles of conflicts of law.

 


 

 


8.6     Jurisdiction,
Venue and Waiver of Jury Trial. EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT SITTING IN THE STATE OF DELAWARE, IN ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND TO THE RESPECTIVE
COURT TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH COURT MAY BE
TAKEN, AND EACH PARTY AGREES NOT TO COMMENCE, OR COOPERATE IN OR
ENCOURAGE THE COMMENCEMENT OF, ANY SUCH PROCEEDING, EXCEPT IN SUCH
A COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY AGREES
THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY
ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH
PROCEEDING.

 


 

 




 








 






 

 


8.7     Entire
Agreement; Amendment; Waiver. This Agreement, including the
Schedules, Exhibits and the Ancillary Documents, constitutes the
entire Agreement between the Parties pertaining to the subject
matter herein and supersedes any prior representation, warranty,
covenant or agreement of any Party regarding such subject matter.
No supplement, modification or amendment hereof will be binding
unless expressed as such and executed in writing by each Party
(except as contemplated in Section 8.9). Except to
the extent as may otherwise be stated herein, no waiver of any term
hereof will be binding unless expressed as such in a document
executed by the Party making such waiver. No waiver of any term
hereof will be a waiver of any other term hereof, whether or not
similar, nor will any such waiver be a continuing waiver beyond its
stated terms. Except to the extent as may otherwise be stated
herein, failure to enforce strict compliance with any term hereof
will not be a waiver of, or estoppel with respect to, any existing
or subsequent failure to comply.

 


 

 


8.8     Assignment;
Binding Effect. Neither this Agreement nor any right or
obligation hereunder will be assigned, delegated or otherwise
transferred (by operation of law or otherwise) by any Party without
the prior written consent of each other Party (which consent will
not be unreasonably withheld), except that each Party will have the
right to assign or otherwise transfer this Agreement or any right
hereunder or delegate any obligation hereunder to (a) a Person
that does all of the following: (1) acquires or otherwise
succeeds to all or substantially all of such Party’s business
and assets; (2) assumes all of such Party’s obligations
hereunder or such Party’s obligations hereunder that arise
after such assignment, delegation or transfer; and (3) agrees
to perform or cause performance of all such assumed obligations
when due; or (b) any of its Affiliates; provided that no such
assignment, delegation or transfer under clause (a) or (b)
above will relieve the assigning, delegating or transferring Party
of any obligation hereunder. This Agreement will be binding on and
inure to the benefit of the respective permitted successors and
assigns of the Parties. Any purported assignment, delegation or
other transfer not permitted by this Section 8.8 is
void.

 


 

 


8.9     Severability;
Blue-Pencil. The terms of this Agreement will, where
possible, be interpreted and enforced so as to sustain their
legality and enforceability, read as if they cover only the
specific situation to which they are being applied and enforced to
the fullest extent permissible under Applicable Law. If any term of
this Agreement is determined by a court of competent jurisdiction
to be invalid, illegal or incapable of being enforced (including
any term in Section
5.7), then all other terms of this Agreement will
nevertheless remain in full force and effect, and such term
automatically will be amended so that it is valid, legal and
enforceable to the maximum extent permitted by Applicable Law, but
as close to the Parties’ original intent as is
permissible.

 


 

 


8.10     Counterparts.
This Agreement may be executed in counterparts, each of which will
be deemed an original, but all of which together will constitute
one and the same instrument.

 


 

 




 








 






 

 


8.11     Disclosure
Schedules. Nothing in any Schedule will be adequate to
disclose an exception to a representation or warranty in this
Agreement, unless such Schedule identifies the specific
representation or warranty to which it applies. Additionally, the
mere listing (or inclusion of a copy) of an item is not adequate to
disclose an exception or other response to a representation or
warranty in this Agreement, except to the extent such
representation or warranty only pertains to the existence of such
item itself. Disclosure of any matter in and Schedule shall not
constitute an expression of a view that such matter is material or
is required to be disclosed pursuant to this Agreement. To the
extent that any representation or warranty set forth in this
Agreement is qualified by the materiality of the matter(s) to which
the representation or warranty relates, the inclusion of any matter
in any Schedule does not constitute a determination by the party
delivering such disclosure that such matter is
material.

 


 

 



ARTICLE 9

 



CERTAIN DEFINITIONS

 


 

 


“Acquired Assets” is
defined in Section 1.1(a).

 


 

 


“Affiliate” means, with
respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such Person. For
purposes of this definition, “control,”
“controlled by” and “under common control
with,” as applied to any Person, means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether
through the ownership of voting securities, by Contract or
otherwise.

 


 

 


“Agreement” is defined in
the first paragraph of this Agreement.

 


 

 


“Ancillary Document” means
the Bill of Sale and the Officer’s Certificate.

 


  

 


“Applicable Law”
means any applicable provision of any constitution, treaty,
statute, law (including the common law), rule, regulation,
ordinance, code or order enacted, adopted, issued or promulgated by
any Governmental Authority.

 


  

 


“Bill of Sale” is defined
in Section 6.2(a).

 


 

 


“Business” is defined in
the Recitals.

 


 

 




 








 






 

 


“Business Day” means any
day, other than a Saturday or Sunday and other than a day that
banks in the State of Delaware are generally authorized or required
by Applicable Law to be closed.

 


 

 


“Buyer” is defined in the
first paragraph of this Agreement.

 


 

 


“Cap” is defined in
Section 7.3(b).

 


 

 


“Claiming Party” is
defined in Section 7.5(a).

 


 

 


“Closing” is defined in
Section 6.1.

 


 

 


“Closing Date” is
defined in Section 6.1.

 


 

 


 “Code”
means the Internal Revenue Code of 1986, as amended.

 


 

 


 “Computer
System” is defined in Section 3.26(a).

 


 

 


“Consent” is defined in
Section 3.2(c).

 


 

 


“Contract” means any
contract, agreement, purchase order, warranty or guarantee,
license, use agreement, lease (whether for real estate, a capital
lease, an operating lease or other), instrument or note, in each
case that creates a legally binding obligation, and in each case
whether oral or written.

 


 

 


“Defense” means legal
defense (which may include related counterclaims) reasonably
conducted by reputable legal counsel of good standing selected with
the written consent of the Claiming Party (which consent will not
be unreasonably withheld).

 


 

 


“Encumbrance” means any
mortgage, claim, pledge, security interest, charge, lien, option or
other right to purchase, restriction or reservation or any other
encumbrance whatsoever.

 


 

 




 








 






 

 


“Enforcement Limitation”
means any applicable bankruptcy, reorganization, insolvency,
moratorium or other similar Applicable Law affecting
creditors’ rights generally and principles governing the
availability of equitable remedies.

 


 

 


“Environmental Law” means
any applicable federal, state or local law or other legal
requirement relating to pollution or protection of the environment,
including any law relating to any emission, discharge, release or
possible release of any pollutant, contaminant, hazardous or toxic
material, substance or waste into air, surface water, groundwater
or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of any pollutant, contaminant or hazardous or toxic
material, substance or waste.

 


 

 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.

 


  

 


“Governmental Authority”
means any: (a) nation, state, county, city, district or other
similar jurisdiction of any nature; (b) federal, state, local
or foreign government; (c) governmental or quasi-governmental
authority of any nature (including any governmental agency, branch,
commission, bureau, instrumentality, department, official, entity,
court or tribunal); (d) multi-national organization or body;
or (e) body or other Person entitled by Applicable Law (or by
Contract with the Parties) to exercise any arbitrative,
administrative, executive, judicial, legislative, police,
regulatory or Taxing authority or power.

 


   

 


“Indemnifying Party”
is defined in Section 7.5(a).

 


 

 


“Initial Claim Notice”
is defined in Section 7.5(a).

 


  

 


“Intellectual Property”
means, in any jurisdiction in the world, any: (a) invention
(whether patentable or unpatentable and whether or not reduced to
practice) or improvement thereto, patent, patent application or
patent disclosure, together with any reissuance, continuation,
continuation-in-part, revision. extension or reexamination thereof;
(b) trademark, service mark, trade dress, logo, slogan, trade
name, entity name, internet domain name or right in any telephone
number, together with any translation, adaptation, derivation or
combination thereof (and including any goodwill associated
therewith); (c) copyrightable work or copyright; (d) mask
work; (e) trade secret or confidential business information
(including any idea, research or development, know-how, formula,
composition, manufacturing or production process or technique,
technical data, design, drawing, specification, customer or
supplier list, pricing or cost information or business or marketing
plan or proposal); (f) computer software (including source
code, executable code, data, database or related documentation);
(g) advertising or promotional material; (h) other
proprietary right or other intangible asset; (i) copy or
tangible embodiment of any of the foregoing (in whatever form or
medium); or (j) application, registration or renewal regarding
any of the foregoing.

 


  

 




 








 






 

 


“IRS” means the United
States’ Internal Revenue Service.

 


 

 


“Knowledge” means,
(a) with respect to an individual, the actual knowledge of
such individual and what such individual should have known after a
reasonable investigation; and (b) with respect to a Person
other than an individual, the actual knowledge of any individual
who is serving as a director or officer (or similar executive) of
such Person and what any such individual should have known after a
reasonable investigation.

 


 

 


“Liability” means any
liability or obligation of any kind or nature (whether known or
unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, or due or to become
due).

 


 

 


“Loss” means any claim,
demand, loss, fine, interest, penalty, assessment, cost or expense
(including reasonable attorneys’ fees or expenses), damage or
any other Liability.

 


  

 


“Malicious Instructions”
is defined in Section 3.26(b).

 


 

 


“Material Adverse Effect”
means, with respect to any business or Person (as applicable), any
incident, condition, change, effect or circumstance that,
individually or when taken together with all such incidents,
conditions, changes, effects or circumstances in the aggregate,
(a) has had or would reasonably be expected to have a material
adverse effect on such business or on the business, operations,
condition (financial or otherwise), properties, Liabilities,
results of operations or prospects of such Person and its
Subsidiaries, or any of them taken individually (other than
(1) changes in economic conditions generally in the United
States or (2) conditions generally affecting any of the
industries in which such business or such Person participates;
provided that with respect to clauses (1) and (2), the changes
or conditions do not have a materially disproportionate effect
(relative to other participants in such industries)) or
(b) materially and adversely affects the ability of the Seller
to consummate the transactions contemplated herein.

 


 

 


 “Non-Compete
Period” is defined in Section 5.7(a).

 


 

 


 “Officer’s
Certificate” is defined in Section 6.2(c).

 


 

 




 








 






 

 


“Order” means any order,
writ, injunction, decree, judgment, award or determination of or
from, or Contract with, any Governmental Authority or similar
binding decision of any arbitration (or similar
Proceeding).

 


 

 


“Ordinary Course of Business”
means, with respect to a Person, the ordinary and usual course of
normal day-to-day operations of such Person, consistent with such
Person’s past practice.

 


  

 


“Organizational Document”
means, for any Person: (a) the articles or certificate of
incorporation, formation or organization (as applicable) and the
by-laws or similar governing document of such Person; (b) any
limited liability company agreement, partnership agreement,
operating agreement, stockholder agreement, voting agreement,
voting trust agreement or similar document of or regarding such
Person; (c) any other charter or similar document adopted or
filed in connection with the incorporation, formation, organization
or governance of such Person; (d) any Contract regarding the
governance of such Person or the relations among any of its equity
holders with respect to such Person; or (e) any amendment to
any of the foregoing.

 


 

 


“Other Indemnified Person”
means, for any Person, such Person’s Affiliates and each of
such Person’s and each of such Affiliate’s
stockholders, officers, directors, partners, members, governors,
managers, and permitted successors and assigns.

 


 

 


“Party” means the Buyer
and the Seller.

 


 

 


 “Permit”
means any license, permit, registration or similar authorization
from a Governmental Authority.

 


 

 


“Permitted Encumbrance”
means any: (a) Encumbrance for any Tax, assessment or other
governmental charge that is not yet due and payable or that may
thereafter be paid without penalty; or (b) mechanic’s,
materialmen’s, landlord’s or similar Encumbrance
arising or incurred in the Ordinary Course of Business of the
applicable Person that secures any amount that is not
overdue.

 


 

 


“Person” means any
individual, partnership, corporation, limited liability company,
association, joint stock company, trustee or trust, joint venture,
unincorporated organization or any other business entity or
association or any Government Authority.

 


 

 




 








 






 

 


“Proceeding” means any
action, arbitration, audit, examination, claim, demand, grievance,
complaint, hearing, inquiry, investigation, litigation, proceeding
or suit (whether civil, criminal or administrative), in each case
that is commenced, brought, conducted or heard by or before, or
otherwise involving, any Governmental Authority or
arbitrator.

 


 

 


“Proprietary Information Technology
System” is defined in Section 3.26(a).

 


 

 


 “Purchase
Price” is defined in Section 2.1.

 


 

 


“Records” means books,
records, manuals or other materials or similar information
(including customer records, personnel or payroll records,
accounting or Tax records, purchase or sale records, price lists,
correspondence, quality control records or research or development
files).

 


  

 


“SEC” means the U.S.
Securities and Exchange Commission.

 


 

 


“Seller” is defined in the
first paragraph of this Agreement.

 


 

 


“Special Representation”
is defined in Section 7.1(f).

 


 

 


“Subsidiary” means, with
respect to any Person, any other Person of which at least a
majority of the securities or other interests, having by their
terms ordinary voting power to elect a majority of the board of
directors of such other Person (or others performing similar
functions with respect to such other Person), is directly or
indirectly owned or controlled by such first Person or by any one
or more of such first Person’s Subsidiaries.

 


  

 


“Tax” means any federal,
state, local or foreign income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium, windfall
profits, environmental (including taxes under section 59A of the
Code), customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment,
disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add-on minimum, estimated
or other tax of any kind whatsoever, including any interest, fine,
penalty or similar addition thereto, whether disputed or not and
including any obligations to indemnify or otherwise assume or
succeed to the Tax Liability of any other Person.

 


 

 




 








 






 

 


“Tax Return” means any
return, declaration, report, filing, claim for refund or
information return or statement relating to any Tax, including any
schedule or attachment thereto and including any amendment
thereof.

 


 

 


“Third-Party Claim”
is defined in Section 7.5(a).

 


 

 


“Threatened” means, with
respect to any matter, that a demand, notice or statement has been
made or given, in writing, that such matter is being or will be, or
that circumstances exist that would lead a reasonably prudent
Person to conclude that such matter could be asserted, commenced,
taken or otherwise pursued, including if conditioned upon certain
events occurring or not occurring.

 


 

 


“Threshold” is defined in
Section 7.3(a).

 


 

 


“Transaction Confidentiality Agreement”
is defined in Section
5.3(d).

 


 

 


“Transfer Tax” means any
sales, use, value-added, business, goods and services, transfer
(including any stamp duty or other similar tax chargeable in
respect of any instrument transferring property, including motor
vehicles), documentary, conveyancing or similar tax or expense or
any recording fee, in each case that is imposed as a result of any
transaction contemplated herein, together with any penalty,
interest and addition to any such item with respect to such
item.

 


 

 


 

 


*     *     *     *     *

 


  

 


IN
WITNESS WHEREOF, each Party has executed this Asset Purchase
Agreement effective as of the date first written
above.

 


 

 


	

 


SELLER:


 


LINK
LABS, INC.


 


 


 


By:  /s/
Robert Proctor 


Name:
Robert Proctor


Title:
Chief Executive Officer


 

	

 


BUYER:


 


IOTA
COMMUNICATIONS, INC.


 


 


 


By:  
/s/ Terrence
DeFranco 


Name:
Terrence DeFranco


Title:
Chief Executive Officer







 

 


 

 



Asset Purchase Agreement

 


 

 




 








 






 

 



 SCHEDULES

 


 

 


 

 



  Schedule
3.1                                            

Organization and
Good Standing





 



  Schedule
3.2(c)                                            

Consents





 



  Schedule
3.4                                            

Compliance with
Law





 



  Schedule
3.6(a)                                 

Intellectual
Property





 



  Schedule
3.6(c)                                 

Intellectual
Property





 



  Schedule
3.6(d)                                 

Intellectual
Property





 



  Schedule
3.10                                            

Computer
Systems





 



  Schedule
3.11                                            

Data and
Privacy





 


 

 


 

 


 

 


 

 


 

 


 

 


 

 



EXHIBITS

 


 

 



Exhibit A – Purchase Intellectual
Property

 


 

 



Exhibit B – Brian Ray Employment
Agreement

 


 

 



Exhibit C – Form of License Agreement

 


 

 



Exhibit 6.2(a) – Form of Bill of Sale (First
Closing)

 


 

 



Exhibit 6.2(c) – Form of Bill of Sale (Final
Closing)

 


 

 



Exhibit 6.3(b) – Forms of Promissory
Notes

 


 

 


 

 


 

 


 

 




 








 







Schedule 3.1

 


 

 



Organization and Good Standing

 


 

 


Seller
is qualified in the following jurisdictions:

 




●

Delaware








●

Maryland






 


 


Directors
and Officers of the Seller are as follows:

 




●

Brian Ray –
Director, Secretary








●

Robert Proctor
– Director, Chief Executive Officer








●

Christopher College
- Director








●

Anthony Rickert
– Director






 


 

 




 








 







Schedule 3.2(c)

 


 

 



Consents

 


 

 




●

Resolutions of the
Board of Directors of the Seller dated September 3, 2019
authorizing the transactions contemplated by the Asset Purchase
Agreement.






 




●


Note: For the
avoidance of doubt, Seller has affirmatively obtained the consent
of its shareholders to the transactions contemplated by the Asset
Purchase Agreement, but, consistent with Section 3.16, such consent
is not required.






 

 


 

 


 

 


 

 




 








 







Schedule 3.4

 


 

 



Compliance with Law

 


 

 




●

NONE






 

 




 








 







Schedule 3.6(a)

 


 

 



Intellectual Property

 


 

 



Purchased Intellectual Property

 


 

 




●

U.S. Patent No. 9
253,727 - Adaptive Transmission Energy Consumption








●

U.S. Patent No.
9,860,882 - Variable Uplink-Downlink Boundary








●

U.S. Patent No. 9
660,768 - Dense Acknowledgement Broadcast/Multicast








●

U.S. Patent No.
10,070,479 - Apparatuses and methods providing control of data
usage and power consumption on cellular networks






 



Purchased Software

 


 

 




●

Conductor platform
modified for provisioning and managing the Iota Link
system.








●

Iotalink drivers,
firmware, embedded software, and Linux kernel.








●

Hardware designs
for Iotalink basestation, Iotalink module, and BLE
bridge








●

Iotalink module
test station design, firmware, and software.






 

 




 








 







Schedule 3.6(c)

 


 

 



Intellectual Property

 


 

 




●

NONE






 

 




 








 






 

 



Schedule 3.6(d)

 


 

 



Intellectual Property

 


 

 




●

All employees of
the Seller have executed a copy of the Employee Confidentiality,
Trade Secrets, Non-Compete and Ownership of Inventions Agreement in
the following form:






 

 

 



EMPLOYEE CONFIDENTIALITY, TRADE SECRETS, NON-COMPETE AND OWNERSHIP
OF INVENTIONS AGREEMENT

 

 


I,
______________________(who, together with my heirs, executor,
personal representative and assigns is referred to as the
“Employee”), am or am about to be employed by Link
Labs, Inc., a Delaware Corporation (which, together with its
subsidiaries and affiliates, is referred to as the
“Company”).

 

 


In
consideration of the Employee’s employment by the Company,
and the compensation and benefits incident thereto, in
consideration of the Employee’s receipt of a salary increase
or other compensation and intending to be legally bound, the
Employee and the Company hereby agree as follows:

 

 



1.         

Definitions.





 

 



(a)         

The term
“Confidential Information” includes all information,
which is proprietary to the Company or proprietary to others and
entrusted to the Company, whether or not constituting Trade
Secrets. Confidential Information includes but is not limited to
information relating to business plans and to business as conducted
or anticipated to be conducted, and relating to past, current or
anticipated products or services. Confidential Information also
includes but is not limited to technical notebook records; patent
applications; machine, equipment, process and product designs,
including any drawings and descriptions thereof; unwritten
knowledge and “know-how”; formulae; operating
instructions; training manuals; Company computer programs and
print-outs; production and development processes and costs thereof;
raw material costs; selling costs; delivery costs; production
schedules; customer lists; customer buying and other
customer-related records; names and addresses of suppliers and
vendors; tax and financial information; mailing lists; product
sales records; territory listings; market surveys; marketing plans;
long-range plans; salary information; contracts; and
correspondence.





 


 

 


         (b)
"Copyright Work" means any work of authorship, including computer
software, which the Employee prepared alone or with others within
the scope of the Employee’s employment relating to the
subject matter of the Employee’s employment.

 


 

 


 




 








 






 

 


      (c)
The term “Employee” refers to either the masculine or
the feminine, as appropriate.

 


 

 


(d)
"Invention" means any new or useful discovery or improvement
relating to any technology, article, product, formula, composition
of manner, process, information system, computer hardware or
software, computer application, or computer code in source or
object form, design, device, material, or machinery, whether or not
patentable, and all related know-how, and any trademark or service
mark, made or conceived by the Employee alone or with others, (i)
during the period of the Employee’s employment with the
Company which directly or indirectly relates to the past, present
or anticipated business affairs of the Company at the time of the
conception or results from or is suggested by any work which the
Employee has done or may do for the Company or (ii) within one (1)
year after termination of the Employee’s employment with the
Company which is derived from Confidential Information, Trade
Secrets or Copyright Work.

 



(e)                 

The term
“Term of Employment” refers to the period or periods
during which the Employee is employed by the Company.





 



(f)                 

“Trade
Secret" means information, including without limitation, any
formula, pattern, drawing, compilation, program, device, method,
technique, computer security information, process, cost data,
supplier lists or product or related information or an Invention,
directly or indirectly related to the past, present or anticipated
business affairs of the Company, that derives value, actual or
potential, from not being generally known to the public or to other
persons who can obtain value from its disclosure or use and is the
subject of efforts that are reasonable under the circumstances to
maintain such secrecy.





 

 



2.         

Confidential Information. The Employee
will not, directly or indirectly, during or at any time after the
Term of Employment, use for himself or others, or disclose to
others, any Confidential Information, whether or not conceived,
developed or perfected by the Employee and no matter how it became
known to the Employee, unless the Employee first secures the
written consent of the Company to such disclosure or use, or until
the same shall have lawfully become a matter of public knowledge.
Employee will use reasonable and prudent care to safeguard and
protect and prevent the unauthorized use and disclosure of
Confidential Information. The obligations contained in this
Section, except as provided herein, will survive for as long as the
Company in its sole judgment considers the information to be
Confidential Information.





 

 



3.         

Non-Competition. In consideration of the
Employee’s employment or continued employment and the
confidential information, training, and access to customer
relationships to be provided by the Company to the Employee, the
Employee will not, either during employment with Employer or for a
period of one year thereafter, directly or indirectly, for
himself/herself or any third party: (a) accept employment or engage
in any business or activity which is directly in competition with
the Company; (b) solicit any current customer or potential customer
of the Company identified during the course of the Employee’s
employment with the Company for the purpose of providing products
or services substantially similar to those offered by the Company,
or otherwise divert or attempt to divert any existing business of
the Company; or (c) solicit, induce, recruit, or cause another
person in the employ of the Company to terminate his/her employment
for the purpose of joining, associating or becoming employed with,
or hire such person on behalf of, any business or activity which is
in competition with any products and/or services sold, marketed, or
provided by the Company. The geographical area to which this
non-competition agreement applies is the United States of America
(“USA”) and any country outside the USA in which the
Company currently solicits or conducts business and/or with respect
to which the Company has expended resources in planning to solicit
or conduct business during the Employee’s employment and for
a period of one year after Employee leaves employment with Company.
Both parties agree that the time and scope of this Non-Competition
agreement are reasonable. If a court finds the time and/or scope of
this Non-Competition provision unreasonable, it should reasonably
modify the agreement to protect the Company to the maximum extent
permitted by law.





 


 




 








 






 

 

 



4.         

Return of Records and of Employer’s
Property. Upon termination of employment, or at any other
time upon request, the Employee will promptly deliver to the
Company all Company property, including any and all documents and
records (whether in paper, fiche, disc, electronic, computer or any
other form) which are in the Employee’s possession or under
the Employee’s control and which pertain to the Company, any
of its activities or any of the Employee’s activities in the
course of the Employee’s employment. Such documents and
records include but are not limited to technical notebook records,
technical reports, patent applications, drawings, reproductions,
process or design disclosure information, models, schedules, lists
of customers and sales, sales records, sales requests, lists of
suppliers, plans, correspondence and all copies thereof. The
Employee will not retain or deliver to any third person copies of
any such documents or records or any Confidential Information.
Employee acknowledges that all such items, including
Employee’s own notes, are the property of Company, though
they may be entrusted to Employee on a temporary
basis.





 

 



5.         

Ownership of
Rights.                                           

The Company shall
own any Confidential Information, Invention or Trade Secret. The
Company shall be (i) the owner and author of any Copyright Work and
(ii) the owner and the author of any other work that constitutes
"work made for hire" under the copyright law or relates to the
subject matter of the Employee’s employment. The Company's
ownership rights under this Agreement shall be in addition to the
Company's common law rights. If in the course of my employment with
the Company, I incorporate into a Company product, process or
machine a prior invention (listed by me under Section 6(a)) that is
owned by me or in which I have an interest, the Company is hereby
granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide license to make, have made, modify, use and
sell such prior invention as part of or in combination with such
product, process or machine. I further agree that I will not use or
disclose proprietary information, trade secrets or intellectual
property belonging to any former employer, or other person to whom
I have an obligation of confidentiality, on behalf of the
Company.





 


 

 



6.         

Assignments/Applications. Upon the
request of the Company at any time during or after the
Employee’s employment, the Employee will, at the Company's
expense (but with no further remuneration to the Employee): (a)
promptly assign to the Company or its designee any right, title or
interest the Employee may have in and to any Confidential
Information, Trade Secret, Invention (and all patents arising
therefrom) or Copyright Work; (b) promptly and fully assist the
Company in the preparation and filing of any patent, copyright,
trademark or other application for the protection of any Invention
or Copyright Work, and (c) promptly sign all lawful papers, take
all lawful oaths and do all lawful acts requested by the Company in
connection with the protection of any Confidential Information,
Trade Secrets, Invention or Copyright Work. I agree that I will
promptly make full written disclosure to the Company, will hold in
trust for the sole right and benefit of the Company, and hereby
assign to the Company, or its designee, all my right, title, and
interest in and to any and all inventions, original works of
authorship, developments, concepts, improvements or trade secrets,
whether or not patentable or registrable under copyright or similar
laws, which I may solely or jointly conceive or develop or reduce
to practice, or cause to be conceived or developed or reduced to
practice, during the period of time I am in the employ of the
Company. If the Company is unable because of my mental or physical
incapacity or for any other reason to secure my signature to apply
for or to pursue any application for any United States or foreign
patents or copyright registrations covering Inventions or original
works of authorship assigned to the Company, then I hereby
irrevocably designate and appoint the Company and its duly
authorized officers, agents, or its designee as my agent and
attorney in fact, to act for and in my behalf and stead to execute
and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of letters
patent or copyright registrations thereon with the same legal force
and effect as if executed by me.





 


 

 


 




 








 






 

 


7.
Disclosure of Inventions.

 


 

 


(a)              Employee
represents that there are no unpatented inventions made or
conceived by Employee before entering into employment with the
Company that are related to the Company’s past, present or
anticipated future business affairs except those listed below,
which inventions (if demonstrated to have been so made or
conceived) are excluded from this Agreement except as described
under Section 4.

 


 

 



        Patent
or Patent App.
No.                                                         

Filing Date Assignee/Assignment





 


     1.

 


     2.

 


     3.

 


     4.

 


     5.

 


     6.

 


     7.

 


     8.

 


     9.

 


   10.

 


 

 


(b)              Employee
agrees to disclose all inventions made solely by Employee or
jointly with others during or within one (1) year after
Employee’s employment, which Employee believes are not
Inventions as defined in this Agreement.

 


 

 


(c)              The
Company agrees to receive and review the disclosures made by
Employee pursuant to this Section 6 in confidence.

 


 

 



8.         

Specific Performance and Other Remedies.
Employee acknowledges and agrees that the Company has no adequate
remedy at law for a breach or threatened breach of any of the
provisions of this Agreement, and, in recognition of this fact,
Employee agrees that, in the event of such a breach or threatened
breach, the Company will suffer irreparable harm that cannot be
adequately compensated by money damages. Employee agrees that, in
addition to any remedies at law, the Company, without posting any
bond and without notice to the Employee, shall be entitled to
obtain equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or
any other equitable remedy which may then be available. Nothing in
this Agreement shall be construed as prohibiting the Company from
pursuing any other remedies at law or in equity that it may have or
any other rights that it may have under any other agreement.
Employee expressly waives any claim or defense that the Company has
an adequate remedy at law or in damages.





 


 

 


 




 








 






 

 



9.         

No Contract of Employment. This
Agreement does not constitute a contract of employment. The
Employee understands that no manager or representative of the
Company, other than a corporate officer of the Company, has any
authority to enter into any agreement for employment for any
specified period of time, or to make any agreement contrary to the
foregoing, and that any such agreement must be in writing. This
Agreement does not constitute a waiver by Employee of any rights
Employee may have under law concerning termination of
employment.





 


 

 



10.                 

Voluntary Agreement. The Employee hereby
acknowledges that Employee has had the opportunity to discuss with
a responsible representative of the Company any questions Employee
may have regarding this Agreement, that Employee fully understands
its provisions, and that Employee has signed it of his own free
will.





 


 

 



11.                 

Enforceability. The Employee agrees that
each section of this Agreement shall be separately enforceable and
that the invalidity of one section shall not constitute a basis for
declaring the other sections unenforceable. It is understood by
both parties to this Agreement that the protections to the Company
provided herein are meant for the reasonable protection of the
business of the Company and not to impair the ability of Employee
to earn a living. Should any portion of this Agreement be construed
by a court of law or equity as less than reasonable, the parties
agree to the establishment by such court of an obligation for the
protection of Employer’s business that it deems
reasonable.





 


 

 



12.           

Choice of Law. This Agreement shall be
governed by the laws of the State of Maryland, without giving
effect to that state’s choice of laws principles. The parties
hereto submit to the nonexclusive jurisdiction of the state and
federal courts located in the State of Maryland,
U.S.A.





 


 

 


13.         Acknowledgement.
Employee acknowledges that he/she has carefully read and fully
understands this Agreement and that he has had sufficient time to
consider the decision whether to sign this Agreement and to seek
the advice of counsel.

 


 

 


______________________

 


Signature

 


 

 


_______________________

 


Print
Name

 


 

 


_______________________

 


Date

 


 




 








 







Schedule 3.10

 


 

 



Computer Systems

 


 

 




●

Amazon Web
Services








●

Bitbucket






 

 




 








 







Schedule 3.11

 


 

 



Data and Privacy

 


 

 




●

Link Labs Privacy Policy: (as of
November 5, 2019. Current policy maintained at
https://www.link-labs.com/privacy-policy)






 

 


Link
Labs, Inc. and its subsidiaries (collectively “Link
Labs”) are committed to protecting your privacy and ensuring
you have a positive experience on our websites and in using our
products and services (“Solution” or
“Solutions”). This Privacy Statement applies to Link
Labs websites that link to this Statement, but does not apply to
those Link Labs websites that have their own privacy statement. Our
personal information handling practices are described below, in the
supplements on the right, and in notices at the point of
collection.

 


 

 


Link
Labs complies with the U.S.-E.U. Safe Harbor framework and the
U.S.-Swiss Safe Harbor framework as set forth by the U.S.
Department of Commerce regarding the collection, use, and retention
of personal data from European Union member countries and
Switzerland. Link Labs has certified that it adheres to the Safe
Harbor Privacy Principles of notice, choice, onward transfer,
security, data integrity, access, and enforcement. To learn more
about the Safe Harbor program, and to view Link Labs’s
certification, please visit the [Safe Harbor site |
http://www.export.gov/safeharbor/].

 


 

 



Collection of Your Personal Information

 


 

 


We will
inform you of the purpose for collecting personal information when
we collect it from you and keep it to fulfill the purposes for
which it was collected, as required by applicable laws or for
legitimate purposes. “Personal information” is any
information that can be used to identify an individual, and may
include name, address, email address, phone number, or payment card
number. We collect personal information (and engage third parties
to collect personal information to assist us) for a variety of
reasons, such as:

 


●
Processing your order.

 


●
Providing you with a newsletter subscription.

 


●
Enabling the use of certain features of our Solutions.

 


●
Personalizing your experience.

 


●
Managing a job application.

 


 

 


 




 








 






 

 


We and
the third parties we engage may combine the information we collect
from you over time and across our websites with information
obtained from other sources. This helps us improve its overall
accuracy and completeness, and also helps us better tailor our
interactions with you.

 


 

 


If you
choose to provide third party personal information (such as name,
email, and phone number), we will assume that you have the third
party’s permission to provide us with the information.
Examples include forwarding reference material to a friend or job
referrals. This information will not be used for any other
purpose.

 


 

 


In some
instances, Link Labs may collect non-personal (aggregate or
demographic) data through cookies, web logs, web beacons, and other
similar applications. This information is used to better understand
and improve the usability, performance, and effectiveness of the
website. Please read the “Cookies” section below for
more information. In addition, by using some of our Solutions,
anonymous network information may be transmitted to us such as the
performance of the Solution and types of devices attached to the
network. With this information, we can determine how users are
interacting with the Solution, to assist us with improving it, to
manage your network, and to provide alerts through the Solution on
available software updates and upgrades.

 


 

 



Uses of Your Personal Information

 


 

 


We will
only use your personal information in the way we specified when it
was collected. We will not subsequently change the way your
personal information is used without first asking for your
permission. Some of the ways we may use personal information
include:

 


●
Delivering a Solution you have requested

 


●
Supporting our Solutions

 


●
Contacting you for customer satisfaction surveys

 


●
Personalizing websites and newsletters to your
preferences

 


●
Administering and processing your certification exams

 


●
Communicating for marketing purposes

 


 

 


 




 








 






 

 



Access to and Accuracy of Your Personal Information

 


 

 


We need
your help in keeping your personal information accurate and up to
date, so please notify us of any changes to your personal
information. To update your personal information and communication
preferences, Contact us.

 


 

 


We make
good faith efforts to honor your reasonable request to access and
correct your data if it is inaccurate, or delete the data if we are
not required to retain it by law or for legitimate purposes. We
will respond to your request to access data within 30
days.

 


 

 


Some
Link Labs entities may be considered data controllers from time to
time. With these, you can exercise your rights of access and
request corrections or deactivations under applicable data
protection laws.

 


 

 



Your Choices and Selecting Your Communication
Preferences

 


 

 


We give
you the choice of receiving a variety of information that
complements our Solutions. You can manage your communication
preferences and unsubscribe using one of the following
methods:

 


●
Each promotional email from us includes instructions on how you can
unsubscribe from that particular mailing.

 


●
Send us a message through email or by mail to Link Labs, Inc.,
Legal Department, 130 Holiday Ct, Suite 100, Annapolis, MD 21401
USA. Please be sure to include your name, email address, and
specific, relevant information about the material you no longer
wish to receive.

 


 

 


These
choices do not apply to the receipt of mandatory service
communications that are considered part of certain Solutions, which
you may receive periodically unless you cancel the Solution in
accordance with its terms and conditions.

 


 

 



Sharing Your Personal Information

 


 

 


We do
not sell or share your personal information to third parties for
marketing purposes unless you have granted us permission to do so.
We will ask for your consent before we use or share your
information for any purpose other than the reason you provided it
or as otherwise provided by this Privacy Statement. We may share
personal information in the following ways:

 


●
Within Link Labs or with any of our worldwide subsidiaries for
purposes of data processing or storage.

 


 




 








 






 

 


●
With business partners, service vendors, authorized third-party
agents, or contractors to provide a requested service or
transaction. This includes processing orders and credit card
transactions, hosting websites, hosting seminar registration, and
providing customer support. We only provide these third parties
with the minimum amount of personal information necessary to
complete or provide the requested service or transaction. We do not
allow third parties to use your personal information for a
different purpose.

 


●
To comply with the law or legal process (such as responding to
subpoenas or court orders) and to exercise our legal rights or
defend against legal claims.

 


●
To investigate, prevent, or take action regarding illegal
activities, suspected or potential fraud, brand protection matters
(such as gray market sales or use of Link Labs’s trademark
without a license), situations involving potential threats to the
physical safety of any person, violations of Link Labs’ terms
of use, or as otherwise required by law.

 


 

 



Security of Your Personal Information

 


 

 


We are
committed to protecting the personal information you share with us
and utilize a combination of industry-standard security
technologies, procedures, and organizational measures to help
protect your personal information from unauthorized access, use, or
disclosure. We recommend you to take every precaution in protecting
your personal information when you are on the Internet. For
example, change your passwords often, use a combination of letters
and numbers when creating passwords, and make sure you use a secure
browser. When you enter sensitive information on our forms, we
encrypt this data using SSL or other technologies.

 


 

 



Retention of Personal Information

 


 

 


We will
only retain your personal information to fulfill the purposes for
which it was collected or as required for legitimate purposes or
permitted by law.

 


 

 



Use of Cookies and other Web Technologies

 


 

 


Like
many websites, Link Labs uses automatic data collection tools, such
as cookies, embedded web links, and web beacons. These tools
collect certain standard information that your browser sends to our
website such as your browser type and the address of the website
from which you arrived at our website. They may also collect
information about:

 


●
Your Internet Protocol (IP) address. This is a number automatically
assigned to your computer whenever you are surfing the web. It
allows web servers to locate and identify your computer, which is a
unique address assigned to your PC by your Internet service
provider or information systems department on a TCP/IP
network.

 


 




 








 






 

 


●
Clickstream behavior. For example, the pages you view and the links
you click.

 


 

 


These
tools help make your visit to our website easier, more efficient,
and more valuable by providing you with a customized experience and
recognizing you when you return.

 


 

 


Our
website includes widgets, which are interactive mini-programs that
run on our site to provide specific services from another company
(such as displaying the news, opinions, music, and more). Personal
information, such as your email address, may be collected through
the widget. Cookies may also be set by the widget to enable it to
function properly. Information collected by this widget is governed
by the privacy policy of the company that created it. Our widget
may have an import contacts feature to help you email your
contacts. At your request, we will search your email address book
to help you import your contacts to our website.

 


 

 


Some
web browsers may give you the ability to enable a “do not
track” feature that sends signals to the websites you visit,
indicating that you do not want your online activities tracked.
This is different than blocking or deleting cookies, as browsers
with a “do not track” feature enabled may still accept
cookies. There is currently no industry standard for how companies
should respond to “do not track” signals, although one
may develop in the future. We do not respond to “do not
track” signals at this time. If we do so in the future, we
will describe how in this Privacy Statement.

 


 

 



Linked Websites

 


 

 


We may
provide links to other third-party websites and services that are
outside our control and not covered by this Privacy Statement. We
encourage you to review the privacy statements posted on those
websites (and all websites) you visit.

 


 

 



Forums and Chat Rooms

 


 

 


If you
participate in a discussion forum or chat room on a Link Labs
website, you should be aware that the information you provide there
will be made broadly available to others, and can be read,
collected, or used by other users of these forums, potentially
inside or outside Link Labs, who have access to that discussion
forum or chat room. This information could also be used to send you
unsolicited messages. Also, please recognize that individual forums
and chat rooms may have additional rules and conditions. Each
participant’s opinion on a forum or chat room is his or her
own and should not be considered as reflecting the opinion of Link
Labs. We are not responsible for the personal information or any
other information you choose to submit in these
forums.

 


 

 


 




 








 






 

 



Children’s Privacy

 


 

 


Link
Labs does not knowingly collect personal information from children
under the age of 13. If we learn that we have collected personal
information on a child under the age of 13, we will delete that
data from our systems. Link Labs encourages parents and guardians
to go online with their children. Here are a few tips to help make
a child’s online experience safer:

 


●Teach
children never to give personal information (such as name, address,
phone number, school, and other information) unless supervised by a
parent or responsible adult.

 


●Know the
sites your children are visiting and which sites are
appropriate.

 


●Look for
website privacy policies and know how your child’s
information is treated.

 


 

 


For
more tips on protecting children’s privacy online, please see
FTC website.

 


 

 



Consent to Transfer, Processing and Storage of Personal
Information

 


 

 


As Link
Labs is a global organization, we may transfer your personal
information to Link Labs in the United States of America, to any
Link Labs subsidiary worldwide, or to third parties acting on our
behalf, for the purposes of processing or storage. By providing any
personal information to us, you fully understand and unambiguously
consent to the transfer, processing, and storage of such
information outside of your country of residence where data
protection standards may be different. Our Privacy Statement and
our practices are designed to provide a globally consistent level
of protection for personal information all over the world. This
means that even in countries whose laws provide for less protection
for your information, Link Labs will still handle your information
in the manner described here.

 


 

 



Your California Privacy Rights

 


 

 


Residents of the
State of California, under California Civil Code § 1798.83,
have the right to request from companies conducting business in
California a list of all third parties to which the company has
disclosed personal information during the preceding year for direct
marketing purposes. Alternatively, the law provides that if the
company has a privacy policy that gives either an opt-out or opt-in
choice for use of your personal information by third parties (such
as advertisers) for marketing purposes, the company may instead
provide you with information on how to exercise your disclosure
choice options.

 


 

 


 




 








 






 

 


Link
Labs qualifies for the alternative option. We have a comprehensive
privacy statement, and provide you with details on how you may
either opt-out or opt-in to the use of your personal information by
third parties for direct marketing purposes. Therefore, we are not
required to maintain or disclose a list of the third parties that
received your personal information for marketing purposes during
the preceding year.

 


 

 


If you
are a California resident and request information about how to
exercise your third party disclosure choices, please email
us.

 


 

 



How to Contact Us

 


 

 


We
value your opinions. Should you have any privacy-related questions
or comments related to this Privacy Statement, please email our
privacy team.

 


 

 



Updates to this Link Labs Privacy Statement

 


 

 


We may
update this Privacy Statement at any time, so please review it
frequently. If we change our Privacy Statement, we will post the
revised version here, with an updated revision date. If we make
significant changes to our Privacy Statement, we may also notify
you by other means prior to the changes taking effect, such as
sending an email or posting a notice on our website.

 


 

 


 

 


 




 








 







Exhibit A

 


 

 


 

 


 

 



Purchased Intellectual Property

 


 

 


U.S.
Patent No. 9
253,727 - Adaptive Transmission Energy
Consumption

 


U.S.
Patent No. 9,860,882 - Variable
Uplink-Downlink Boundary

 


U.S.
Patent No. 9
660,768 - Dense Acknowledgement
Broadcast/Multicast

 


U.S.
Patent No. 10,070,479 - Apparatuses and
methods providing control of data usage and power consumption on
cellular networks 

 


 

 


 

 


 




 








 







Exhibit B

 


 

 



Brian Ray Employment Agreement

 



See Exhibit 10.2

 


 

 


 




 








 







Exhibit C

 


 

 



License Agreement

 



See Exhibit 10.3

 




 








 







Exhibit 6.2(a)

 


 

 



FORM OF BILL OF SALE

 


THIS
AGREEMENT is entered into this _____ day of _________, 2019 (the
“Effective Date”) by and between LINK LABS, INC. (the
“Seller”) and
IOTA COMMUNICATIONS, INC. (the “Buyer”).

 


Capitalized
terms used but not otherwise defined herein shall have the meanings
set forth in that certain Asset Purchase Agreement dated
[______________], 2019, by and between Seller and
Buyer.

 


The
Seller has agreed to sell to the Buyer, and the Buyer has agreed to
buy, as of the Effective Date, all of the Seller’s right,
title and interest in and to the property described on Schedule A
(collectively, the “Property”);

 


In
consideration of the mutual agreements and releases contained in
the Settlement Agreement between the Buyer and an affiliate of the
Seller and other parties, executed contemporaneously herewith, and
for other good and valuable consideration paid by the Buyer to the
Seller (the receipt and sufficiency of which are hereby
acknowledged), the Parties agree as follows, as of the Effective
Date:

 




1.

As of the Effective
Date, the Seller hereby sells, assigns, transfers and sets over
unto the Buyer all of the Seller’s right, title and interest
in and to the Property.





 




2.

The Buyer
acknowledges the receipt of all such Property in its present state
and condition as of the Effective Date.





 




3.

OTHER THAN AS
EXPRESSLY PROVIDED IN THE ASSET PURCHASE AGREEMENT, THE BUYER
ACKNOWLEDGES THAT THE PURCHASE OF THE PROPERTY IS ON AN “AS
IS, WHERE IS” BASIS AND THAT SUCH PURCHASE IS WITHOUT ANY
WARRANTY, CONDITION OR REPRESENTATION, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, BY THE SELLER AS TO TITLE, QUALITY,
QUANTITY, FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OF
THE PROPERTY.





 




4.

Except as
explicitly set forth herein, nothing in this Bill of Sale shall be
deemed to be an assumption by the Buyer of any liabilities of the
Seller. The Buyer shall be solely responsible for any and all of
the following that commence on or after the Effective Date: claims,
liabilities, expenses, suits damages, losses, penalties, fines,
judgments, costs, environmental investigation and remediation costs
and expenses, and all other liabilities whatsoever, including
related attorneys’ fees arising from events, actions, or
omissions incurred in connection with the Property.





 




5.

The Seller agrees
to take any and all additional actions and to execute, acknowledge
and deliver any and all documents that the Buyer may reasonably
request in order to effect the intent and purposes of the
transactions contemplated hereby.





 




6.

This Bill of Sale
and everything contained herein shall enure to the benefit of and
be binding upon the each of the parties hereto and their respective
successors and assigns.





 




7.

This Bill of Sale
shall be construed and enforceable under and in accordance with the
laws of the State of Delaware and each of the Buyer and the Seller
hereby irrevocably attorns to the jurisdiction of the Delaware
courts.





 



[Signature Page Follows]

 




 








 






 

 


IN
WITNESS WHEREOF the parties hereto have executed this Bill of Sale
as of the date first above written.

 


 


	


LINK LABS, INC.


 

	
 

	


IOTA COMMUNICATIONS, INC.


 


	

By:


 

	
 

	

By:


 

	
 


	
 

	

Name:


 

	
 

	

Name:


 


	
 

	

Title:


 

	
 

	

Title:


 










[Signature Page to Bill of Sale]








 







SCHEDULE A



PROPERTY


 


 

 



1.            

All work product,
know-how, work in process, developments, and deliverables related
to the Iota Link system under development by Seller, including
hardware designs, firmware, and related documentation;





 



2.            

All work product,
know-how, work in process, developments, and deliverables related
to the Conductor system associated with the Iota Link system under
development by Seller prior to transfer of the source code to Iota
Link; and





 


3. All
software, including source code, that is used in connection with
the development and operation of dedicated network technology using
FCC Parts 22, 24, 90 and 101 spectrum for bi-directional wireless
data transmission (collectively, the “Iota Exclusive
Business”), including the Conductor platform modified for
provisioning and managing the Iota Link system, for use by Buyer in
furtherance of the Iota Exclusive Business.


 

 


 

 


 




 








 







Exhibit 6.2(c)

 


 

 



FORM OF BILL OF SALE

 


THIS
AGREEMENT is entered into this _____ day of _________, 2019 (the
“Effective Date”) by and between LINK LABS, INC. (the
“Seller”) and
IOTA COMMUNICATIONS, INC. (the “Buyer”).

 


Capitalized
terms used but not otherwise defined herein shall have the meanings
set forth in that certain Asset Purchase Agreement dated
[______________], 2019, by and between Seller and
Buyer.

 


The
Seller has agreed to sell to the Buyer, and the Buyer has agreed to
buy, as of the Effective Date, all of the Seller’s right,
title and interest in and to the property described on Schedule A
(collectively, the “Property”);

 


In
consideration of the mutual agreements and releases contained in
the Settlement Agreement between the Buyer and an affiliate of the
Seller and other parties, executed contemporaneously herewith, and
for other good and valuable consideration paid by the Buyer to the
Seller (the receipt and sufficiency of which are hereby
acknowledged), the Parties agree as follows, as of the Effective
Date:

 




8.

As of the Effective
Date, the Seller hereby sells, assigns, transfers and sets over
unto the Buyer all of the Seller’s right, title and interest
in and to the Property.





 




9.

The Buyer
acknowledges the receipt of all such Property in its present state
and condition as of the Effective Date.





 




10.

OTHER THAN AS
EXPRESSLY PROVIDED IN THE ASSET PURCHASE AGREEMENT, THE BUYER
ACKNOWLEDGES THAT THE PURCHASE OF THE PROPERTY IS ON AN “AS
IS, WHERE IS” BASIS AND THAT SUCH PURCHASE IS WITHOUT ANY
WARRANTY, CONDITION OR REPRESENTATION, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, BY THE SELLER AS TO TITLE, QUALITY,
QUANTITY, FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OF
THE PROPERTY.





 




11.

Except as
explicitly set forth herein, nothing in this Bill of Sale shall be
deemed to be an assumption by the Buyer of any liabilities of the
Seller. The Buyer shall be solely responsible for any and all of
the following that commence on or after the Effective Date: claims,
liabilities, expenses, suits damages, losses, penalties, fines,
judgments, costs, environmental investigation and remediation costs
and expenses, and all other liabilities whatsoever, including
related attorneys’ fees arising from events, actions, or
omissions incurred in connection with the Property.





 




12.

The Seller agrees
to take any and all additional actions and to execute, acknowledge
and deliver any and all documents that the Buyer may reasonably
request in order to effect the intent and purposes of the
transactions contemplated hereby.





 




13.

This Bill of Sale
and everything contained herein shall enure to the benefit of and
be binding upon the each of the parties hereto and their respective
successors and assigns.





 




14.

This Bill of Sale
shall be construed and enforceable under and in accordance with the
laws of the State of Delaware and each of the Buyer and the Seller
hereby irrevocably attorns to the jurisdiction of the Delaware
courts.





 



[Signature Page Follows]

 




 








 






 

 


IN
WITNESS WHEREOF the parties hereto have executed this Bill of Sale
as of the date first above written.

 


 


	


LINK LABS, INC.


 

	
 

	


IOTA COMMUNICATIONS, INC.


 


	

By:


 

	
 

	

By:


 

	
 


	
 

	

Name:


 

	
 

	

Name:


 


	
 

	

Title:


 

	
 

	

Title:


 










[Signature Page to Bill of Sale]








 







SCHEDULE A



PROPERTY


 


 

 



1.            

U.S. Patent No.
9 253,727 -
Adaptive Transmission Energy Consumption





 


 

 



2.            

U.S. Patent No.
9,860,882 -
Variable Uplink-Downlink Boundary





 


 

 



3.            

U.S. Patent No.
9 660,768 - Dense
Acknowledgement Broadcast/Multicast





 


 

 



4.            

U.S. Patent No.
10,070,479 -
Apparatuses and methods providing control of data usage and power
consumption on cellular networks 





 


 





	

DB1/
90146444.1


 









 








 







Exhibit 6.3(b)

 


 

 



Form of Promissory Notes

 


 

 



[FIRST] PROMISSORY NOTE

 


$1,000,000.00  [Date]

 


For
value received, IOTA Communications, Inc., a Delaware corporation
(the “Borrower”), hereby
promises to pay to Link Labs, Inc., a Delaware corporation (the
“Lender”), the aggregate
principal amount of $1,000,000.00 (the “Principal”), or such
lesser amount as may then be outstanding hereunder, and all
interest due thereon, on the terms and conditions set forth in this
Promissory Note (this “Note”).

 

1. Interest.
Interest on the Principal, or such lesser amount as may be
outstanding hereunder from time to time, shall accrue from the date
hereof until payment in full, at a fixed rate equal to the
Applicable Federal Rate if paid in full when due, provided that the
interest rate shall be eighteen percent (18%) per annum on any
overdue amounts for all periods following the overdue date until
paid. Interest shall be calculated on the basis of a 365 day year
for the actual number of days elapsed, and shall be compounded
quarterly.

 

2. Maturity.
Except as otherwise provided pursuant to this Note, all outstanding
principal and interest owing hereunder (the “Outstanding Amount”)
shall be paid on the March 31, 2020 (the “Maturity
Date”).

 

3. Prepayment.
This Note shall be prepayable, without penalty, at any time by the
Borrower.

 

4. Termination.
The obligations of the Borrower pursuant to this Note shall remain
in full force and effect until the Outstanding Amount shall have
been indefeasibly paid in full in immediately available funds in
accordance with the terms hereof, at which time this Note shall
automatically terminate without any further action
required.

 

5. Event of
Default. Each of the
following shall constitute an “Event of Default”
hereunder:

 

(a) the Borrower fails
to pay timely the Outstanding Amount within ten days of such amount
becoming due and payable pursuant to this Note;

 

(b) the Borrower shall:
(i) discontinue its business; (ii) apply for or consent
to the appointment of a receiver, trustee, custodian or liquidator
of it or a substantial part of its property; (iii) admit in
writing its inability to pay its debts as they mature;
(iv) make a general assignment for the benefit of creditors;
or (v) file a voluntary petition in bankruptcy, or a petition
or an answer seeking reorganization or an arrangement with
creditors or to take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation laws
or statutes, or an answer admitting the material allegations of a
petition filed against it in any proceeding pursuant to any such
law; or

 


 





	

DB1/
90146444.1


 









 








 






 

 

(c) there shall be
filed against the Borrower an involuntary petition seeking
reorganization of the Borrower or the appointment of a receiver,
trustee, custodian or liquidator of the Borrower or a substantial
part of its assets, or an involuntary petition pursuant to any
bankruptcy, reorganization or insolvency law of any jurisdiction,
whether now or hereafter in effect (any of the foregoing petitions
being hereinafter referred to as an “Involuntary Petition”),
and such Involuntary Petition shall not have been dismissed within
thirty days after it was filed.

 


Remedies.
Upon the occurrence of any Event of Default, the Lender may declare
the Outstanding Amount immediately due and payable, whereupon said
principal and interest shall be immediately due and payable without
presentment, demand, protest or other notice of any kind, each of
which is expressly waived by the Borrower. Further, the Lender
shall have all rights and remedies not inconsistent herewith as
provided by law or in equity. No exercise by the Lender of one
right or remedy shall be deemed an election, and no waiver by the
Lender of any Event of Default shall be deemed a continuing waiver
of such Event of Default or the waiver of any other Event of
Default.

 

6. Usury.
In no event shall the interest rate payable pursuant to this Note
exceed the highest rate permissible pursuant to any law that a
court of competent jurisdiction shall, in a final determination,
deem applicable. The Borrower and the Lender, in executing and
delivering this Note, intend legally to agree upon the rate of
interest and manner of payment stated within it; provided, however,
that, anything contained herein to the contrary notwithstanding, if
such rate of interest or manner of payment exceeds the maximum
allowable pursuant to applicable law, then, as of the date of this
Note, the Borrower is and shall be liable only for the payment of
such maximum as allowed by law, and payment received from the
Borrower in excess of such legal maximum, whenever received, shall
be applied to reduce the principal balance of any remaining
obligations to the extent of such excess.

 

7. Miscellaneous.

 

(a) Transfers. The Borrower shall
maintain a register indicating the holder of this Note and all
payments made hereunder shall be to the registered holder. This
Note may be transferred only upon its surrender to the Borrower for
registration of transfer, duly endorsed, or accompanied by a duly
executed written instrument of transfer in form satisfactory to the
Borrower. Thereupon, this Note shall be reissued to, and registered
in the name of, the transferee, or a new note for like principal
amount and interest shall be issued to, and registered in the name
of, the transferee. Interest and principal shall be paid solely to
the registered holder of this Note.

 

(b) Successors and Assigns. This
agreement is binding upon, and inures to the benefit of, the
Borrower and the Lender and their respective successors and
assigns.

 

(c) Amendment and Waiver. No
amendment, modification or waiver of the terms of this Note shall
be binding unless placed in writing and fully executed by the
Borrower and the Lender. Failure to enforce any provisions of this
Agreement shall not constitute a waiver of any of the terms and
conditions hereof.

 

(d) Severability.  If any provision of this Note is
declared void, such provision shall be deemed severed from this
Note, which shall otherwise remain in full force and
effect.

 

(e) Counterparts.  This Note may be executed in
counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, but all of which
together shall constitute one and the same instrument.

 


 





	

DB1/
90146444.1


 









 








 






 

 

(f) Governing Law. This Note shall
in all respects be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware, without regard
to its conflicts of laws principles.

 

(g) Waiver of Jury Trial. EACH OF
THE BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
ANY DISPUTE ARISING PURSUANT TO OR RELATING TO THIS NOTE AND AGREES
THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT
A JURY.

 



[Signature Page Follows]

 





	

DB1/
90146444.1


 









 








 






IN WITNESS WHEREOF, the undersigned have
executed this Promissory Note, as of the date first set forth
above.

 


 

 


BORROWER:

 


IOTA
COMMUNICATIONS, INC.

 



By:             





 



Name:                 





 



Title:             





 


 

 


LENDER:

 


LINK
LABS, INC.

 



By:             





 



Name:                 





 



Title:             





 


 




 








 






[SECOND]
PROMISSORY NOTE

 


$1,000,000.00  [Date]

 


For
value received, IOTA Communications, Inc., a Delaware corporation
(the “Borrower”), hereby
promises to pay to Link Labs, Inc., a Delaware corporation (the
“Lender”), the aggregate
principal amount of $1,000,000.00 (the “Principal”), or such
lesser amount as may then be outstanding hereunder, and all
interest due thereon, on the terms and conditions set forth in this
Promissory Note (this “Note”).

 

8. Interest.
Interest on the Principal, or such lesser amount as may be
outstanding hereunder from time to time, shall accrue from the date
hereof until payment in full, at a fixed rate equal to the
Applicable Federal Rate if paid in full when due, provided that the
interest rate shall be eighteen percent (18%) per annum on any
overdue amounts for all periods following the overdue date until
paid. Interest shall be calculated on the basis of a 365 day year
for the actual number of days elapsed, and shall be compounded
quarterly.

 

9. Maturity.
Except as otherwise provided pursuant to this Note, all outstanding
principal and interest owing hereunder (the “Outstanding Amount”)
shall be paid on the June 30, 2020 (the “Maturity
Date”).

 

10. Prepayment.
This Note shall be prepayable, without penalty, at any time by the
Borrower.

 

11. Termination.
The obligations of the Borrower pursuant to this Note shall remain
in full force and effect until the Outstanding Amount shall have
been indefeasibly paid in full in immediately available funds in
accordance with the terms hereof, at which time this Note shall
automatically terminate without any further action
required.

 

12. Event of
Default. Each of the
following shall constitute an “Event of Default”
hereunder:

 

(a) the Borrower fails
to pay timely the Outstanding Amount within ten days of such amount
becoming due and payable pursuant to this Note;

 

(b) the Borrower shall:
(i) discontinue its business; (ii) apply for or consent
to the appointment of a receiver, trustee, custodian or liquidator
of it or a substantial part of its property; (iii) admit in
writing its inability to pay its debts as they mature;
(iv) make a general assignment for the benefit of creditors;
or (v) file a voluntary petition in bankruptcy, or a petition
or an answer seeking reorganization or an arrangement with
creditors or to take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation laws
or statutes, or an answer admitting the material allegations of a
petition filed against it in any proceeding pursuant to any such
law; or

 

(c) there shall be
filed against the Borrower an involuntary petition seeking
reorganization of the Borrower or the appointment of a receiver,
trustee, custodian or liquidator of the Borrower or a substantial
part of its assets, or an involuntary petition pursuant to any
bankruptcy, reorganization or insolvency law of any jurisdiction,
whether now or hereafter in effect (any of the foregoing petitions
being hereinafter referred to as an “Involuntary Petition”),
and such Involuntary Petition shall not have been dismissed within
thirty days after it was filed.

 

 




 








 






 

 


Remedies.
Upon the occurrence of any Event of Default, the Lender may declare
the Outstanding Amount immediately due and payable, whereupon said
principal and interest shall be immediately due and payable without
presentment, demand, protest or other notice of any kind, each of
which is expressly waived by the Borrower. Further, the Lender
shall have all rights and remedies not inconsistent herewith as
provided by law or in equity. No exercise by the Lender of one
right or remedy shall be deemed an election, and no waiver by the
Lender of any Event of Default shall be deemed a continuing waiver
of such Event of Default or the waiver of any other Event of
Default.

 

13. Usury.
In no event shall the interest rate payable pursuant to this Note
exceed the highest rate permissible pursuant to any law that a
court of competent jurisdiction shall, in a final determination,
deem applicable. The Borrower and the Lender, in executing and
delivering this Note, intend legally to agree upon the rate of
interest and manner of payment stated within it; provided, however,
that, anything contained herein to the contrary notwithstanding, if
such rate of interest or manner of payment exceeds the maximum
allowable pursuant to applicable law, then, as of the date of this
Note, the Borrower is and shall be liable only for the payment of
such maximum as allowed by law, and payment received from the
Borrower in excess of such legal maximum, whenever received, shall
be applied to reduce the principal balance of any remaining
obligations to the extent of such excess.

 

14. Miscellaneous.

 

(a) Transfers. The Borrower shall
maintain a register indicating the holder of this Note and all
payments made hereunder shall be to the registered holder. This
Note may be transferred only upon its surrender to the Borrower for
registration of transfer, duly endorsed, or accompanied by a duly
executed written instrument of transfer in form satisfactory to the
Borrower. Thereupon, this Note shall be reissued to, and registered
in the name of, the transferee, or a new note for like principal
amount and interest shall be issued to, and registered in the name
of, the transferee. Interest and principal shall be paid solely to
the registered holder of this Note.

 

(b) Successors and Assigns. This
agreement is binding upon, and inures to the benefit of, the
Borrower and the Lender and their respective successors and
assigns.

 

(c) Amendment and Waiver. No
amendment, modification or waiver of the terms of this Note shall
be binding unless placed in writing and fully executed by the
Borrower and the Lender. Failure to enforce any provisions of this
Agreement shall not constitute a waiver of any of the terms and
conditions hereof.

 

(d) Severability.  If any provision of this Note is
declared void, such provision shall be deemed severed from this
Note, which shall otherwise remain in full force and
effect.

 

(e) Counterparts.  This Note may be executed in
counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, but all of which
together shall constitute one and the same instrument.

 

(f) Governing Law. This Note shall
in all respects be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware, without regard
to its conflicts of laws principles.

 

(g) Waiver of Jury Trial. EACH OF
THE BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
ANY DISPUTE ARISING PURSUANT TO OR RELATING TO THIS NOTE AND AGREES
THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT
A JURY.

 



[Signature Page Follows]

 




 









EXHIBIT 10.1






IN WITNESS WHEREOF, the undersigned have
executed this Promissory Note, as of the date first set forth
above.

 


 

 


BORROWER:

 


IOTA
COMMUNICATIONS, INC.

 



By:             





 



Name:                 





 



Title:             





 


 

 


LENDER:

 


LINK
LABS, INC.

 



By:             





 



Name:                 





 



Title: