Kranem Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






APA EXECUTION 

ASSET PURCHASE AGREEMENT 


Between: 

INVESTCO, 
a British Virgin Islands
corporation; 


and 

KRANEM CORPORATION, 
a Colorado
corporation 


____________________________ 

Dated as of June 30, 2011 
____________________________



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APA EXECUTION 

ASSET PURCHASE AGREEMENT 

THIS ASSET PURCHASE AGREEMENT is
entered into as of June 30, 2011 (the “Effective Date”), by and between
Investco, a British Virgin Islands corporation (the “Seller”) and Kranem
Corporation, a company incorporated under the laws of the State of Colorado (the
“Purchaser”). The Seller and the Purchaser are hereinafter referred to
collectively as the “Parties” and individually as a “Party.”
Certain capitalized terms used in this Agreement are defined in Exhibit A. 

RECITALS 

WHEREAS, the Seller wishes to
sell certain of its assets, including certain intellectual property, set forth
on Schedule A, attached hereto (“Transferred Asset”), to the Purchaser on
the terms set forth in this Agreement. 

WHEREAS, the Purchaser desires to buy such assets under
the terms and conditions of this Agreement. 

AGREEMENT 

The Parties to this Agreement, intending to be legally bound,
agree as follows: 

1.               SALE OF ASSETS; RELATED TRANSACTIONS.


1.1               Sale of Assets.
The Seller shall cause to be sold, assigned,
transferred, conveyed and delivered to the Purchaser, at the Closing (as defined
below), good and valid title to the Transferred Assets, free of any
Encumbrances, on the terms and subject to the conditions set forth in this
Agreement. For purposes of this Agreement, “Transferred Assets” shall
mean and include the following: 

(a)              
all Intellectual Property and Intellectual Property Rights of the Seller
listed on Schedule A hereto and incorporated herein by this reference
(the “Transferred Asset Schedule”) (collectively, the “Seller
IP”); 

(b)              
all claims (including claims for past infringement or misappropriation of
Intellectual Property or Intellectual Property Rights) and causes of action of
the Seller against other Persons (regardless of whether or not such claims and
causes of action have been asserted by the Seller), and all rights of indemnity,
warranty rights, rights of contribution, rights to refunds, rights of
reimbursement and other rights of recovery possessed by the Seller (regardless
of whether such rights are currently exercisable), in each case, relating to any
of the foregoing; and 

Notwithstanding anything to the contrary in this Agreement, the
term “Transferred Assets” shall not include Excluded Assets or any
Liabilities relating to the Transferred Assets. It is expressly agreed upon
between the Seller and the Purchaser that the Purchaser does not assume, and
shall have no obligation to perform or satisfy, any of the Liabilities
associated with the Transferred Assets and that the Seller shall remain
obligated for such Liabilities. 

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APA EXECUTION 

1.2               Purchase Price and Stock Purchase Agreement.
As consideration for the
sale of the Transferred Assets from the Seller to the Purchaser at the Closing,
the Purchaser shall issue to the Seller 1,329,625 shares of its common stock
(“Common Stock”) and a one-year convertible promissory note, materially
in the form attached hereto as Exhibit F (the “Convertible Promissory
Note”), for $400,000, which may be converted at the Seller’s option
within one year of the Effective Date hereof into the Common Stock of the
Purchaser at the per share price paid by the investors in the Purchaser’s next
financing. Concurrent herewith the Parties shall sign a stock purchase
agreement, materially as the form attached hereto as Exhibit B (the “Stock
Purchase Agreement”), which sets forth, inter alia, the terms and
conditions under which the Purchaser Stock may be sold or otherwise transferred
by the Seller. 

1.3               Sales Taxes.
The Seller shall bear and pay, and shall reimburse the
Purchaser and the Purchaser’s affiliates for, any sales taxes, use taxes,
transfer taxes, documentary charges, recording fees or similar taxes, charges,
fees or expenses that may become payable in connection with the sale of the
Transferred Assets to the Purchaser or in connection with any of the other
Transactions. 

1.4               Allocation.
The Seller will allocate the Purchase Price as follows:
100% will be allocated to the Seller IP. The allocation set forth herein shall
be conclusive and binding upon the Seller for all purposes, and the Seller shall
not file any Tax Return or other document with, or make any statement or
declaration to, any Governmental Body that is inconsistent with such allocation.


1.5               Non-compete. As additional consideration for the Purchaser to
purchase the Transferred Assets from the Seller and issue the Purchaser Stock to
the Seller, the Seller hereby covenants to the Purchaser that Seller shall
not:

(a)              
enter or otherwise participate, directly or indirectly through itself or any
subsidiary, currently in existence or created in the future, in the market or
business in which the Transferred Assets participate or are used by the
Purchaser, 

(b)              
manufacture, finance or invest in the manufacture of, or cause to be
manufactured any product or service, which competes with the Transferred Assets;
or

(c)              
market, sell or otherwise distribute any product or service, which competes
with the Transferred Assets or the business in which the Transferred Assets
participate. The Sellers hereby agrees and acknowledges that the limitations on
the Seller set forth in this Section 1.5 shall be applicable in any and all
parts of the world for a period of ten (10) years from the Closing to the
greatest extent allowed under applicable laws.

1.6               Closing. 

(a)              
The closing of the sale of the Transferred Assets to the Purchaser (the
“Closing”) shall take place at the offices of the Seller: 1080 O’Brien
Drive Menlo Park, California 94025, USA, or such other location as the parties
shall agree at 10:00 a.m. on such date as the Purchaser may designate in a
written notice delivered to the Seller; provided, however, that if any
condition set forth in Section 6 has not been satisfied as of the date 2 designated by the Purchaser, then the Purchaser may, at its
election, unilaterally postpone the Scheduled Closing Time by up to 60 days. For
purposes of this Agreement, “Scheduled Closing Time” shall mean the time
and date as of which the Closing is required to take place pursuant to this
Section 1.6; and “Closing Date” shall mean the time and date as of which
the Closing actually takes place.  

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APA EXECUTION 

(b)              
At the Closing: 

(i)              
the Seller shall execute and deliver to the Purchaser such bills of sale,
endorsements, assignments and other documents as may (in the reasonable judgment
of the Purchaser or its counsel) be necessary or appropriate to assign, convey,
transfer and deliver to the Purchaser good and valid title to the Transferred
Assets free of any Encumbrances, including, without limitation, all assignment
documents for assigning the Seller’s rights and ownership in the Seller IP from
the Seller to the Purchaser; 

(ii)              
the Purchaser shall issue stock certificates in favor of Seller as
contemplated by Section 1.2 and in accordance with the terms and conditions of
the Stock Purchase Agreement; and 

(iii)              
the Seller shall execute and deliver to the Purchaser a stock certificate in
(the “Closing Certificate”) signed by an authorized executive officer of
the Seller certifying on behalf of the Seller that (A) each of the
representations and warranties made by the Seller in this Agreement was accurate
in all material respects as of the date of this Agreement, (B) each of the
covenants and obligations that the Seller is required to have complied with or
performed pursuant to this Agreement at or prior to the Closing has been duly
complied with and performed in all material respects, and (C) except as
expressly set forth in the Closing Certificate, each of the conditions set forth
in Section 5 has been satisfied in all material respects. 

2.               REPRESENTATIONS AND WARRANTIES OF THE SELLER. 

The Seller hereby represents and warrants, to and for the
benefit of the Indemnitees, as follows: 

2.1               Due Organization; No Subsidiaries; Etc.
The Seller is a corporation
duly organized, validly existing and in good standing under the laws of the
British Virgin Islands. The Seller is not required to be qualified, authorized,
registered or licensed to do business as a foreign corporation in any
jurisdiction other than the jurisdictions listed in Part 2.1 of the Disclosure
Schedule. The Seller is in good standing as a foreign corporation in each of the
jurisdictions listed in Part 2.1 of the Disclosure Schedule. The Seller has
never conducted any business under or otherwise used, for any purpose or in any
jurisdiction, any fictitious name, assumed name, trade name or other name, other
than “Investco.” 

2.2              
Title To Assets. The Seller owns, and has good and valid title to, all of
the Transferred Assets free and clear of any Encumbrances.

2.3              
Intellectual Property. 

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APA EXECUTION 

(a)              
The Seller exclusively owns all right, title and interest to and in the
Seller IP free and clear of any Encumbrances.

(b)              
All Seller IP is valid, subsisting and enforceable.

(c)              
Neither the execution, delivery or performance of any of this Agreement nor
the consummation of any of the Transactions will, with or without notice or the
lapse of time, result in or give any other Person the right or option to cause
or declare:

              
(i)              
a loss of, or Encumbrance on, any Seller IP

              
(ii)              
the release, disclosure or delivery of any Seller IP by or to any escrow
agent or other Person; or

              
(iii)              
the grant, assignment or transfer to any other Person of any license or
other right or interest under, to or in any of the Seller IP. 

(d)              
No Person has infringed, misappropriated, or otherwise violated, and no
Person is currently infringing, misappropriating or otherwise violating, any
Seller IP. No letter or other written or electronic communication or
correspondence has been sent or otherwise delivered by or to the Seller or any
Representative of the Seller regarding any actual, alleged or suspected
infringement or misappropriation of any Seller IP. 

(e)              
To the Seller’s knowledge, the Seller has never infringed (directly,
contributorily, by inducement or otherwise), misappropriated or otherwise
violated any Intellectual Property Right of any other Person 

2.4              
Compliance with Legal Requirements. To the Seller’s knowledge:

(a)              
the Seller is in full compliance with each Legal Requirement that is
applicable to it or to the conduct of its business or the ownership or use of
any of its assets;

(b)              
the Seller has at all times been in full compliance with each Legal
Requirement that is or was applicable to it or to the conduct of its business or
the ownership or use of any of its assets;

(c)              
no event has occurred, and no condition or circumstance exists, that might
(with or without notice or lapse of time) constitute or result directly or
indirectly in a violation by the Seller of, or a failure on the part of the
Seller to comply with, any Legal Requirement; and

(d)              
the Seller has not received, at any time, any notice or other communication
(in writing or otherwise) from any Governmental Body or any other Person
regarding:

              
(i)              
any actual, alleged, possible or potential violation of, or failure to
comply with, any Legal Requirement, or

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APA EXECUTION 

(ii)              
any actual, alleged, possible or potential obligation on the part of the
Seller to undertake, or to bear all or any portion of the cost of, any cleanup
or any remedial, corrective or response action of any nature.

2.5 Proceedings; Orders. There is no pending Proceeding,
and, to the Seller’s knowledge, no Person has threatened to commence any
Proceeding:

(a)              
that involves the Seller or that otherwise relates to or might affect the
Transferred Assets (whether or not the Seller is named as a party thereto); or


(b)              
that challenges, or that may have the effect of preventing, delaying, making
illegal or otherwise interfering with, any of the Transactions. There is no
Order to which the Seller, or any of the Transferred Assets, is subject. 

2.6              
Authority; Binding Nature Of Agreements. The Seller has the absolute and
unrestricted right, power and authority to enter into and to perform its
obligations under this Agreement; and the execution, delivery and performance by
the Seller of this Agreement have been duly authorized by all necessary action
on the part of the Seller and its shareholders, board of directors and officers.
This Agreement constitutes the legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms. 

2.7              
Non-Contravention; Consents. Neither the execution and delivery of this
Agreement, nor the consummation or performance of any of the Transactions, will
directly or indirectly (with or without notice or lapse of time): 

(a)              
contravene, conflict with or result in a violation of, or give any
Governmental Body or other Person the right to challenge any of the Transactions
or to exercise any remedy or obtain any relief under, any Legal Requirement or
any Order to which the Seller, or any of the Transferred Assets of the Seller,
is subject; 

(b)              
cause any of the Transferred Assets to be reassessed or revalued by any
taxing authority or other Governmental Body; 

(c)              
contravene, conflict with or result in a violation of any of the terms or
requirements of, or give any Governmental Body the right to revoke, withdraw,
suspend, cancel, terminate or modify, any Governmental Authorization that is to
be included in the Transferred Assets or is held by the Seller or any employee
of the Seller; 

(d)               contravene,
conflict with or result in a violation or breach of, or result in a default
under, any provision of any Contract; 

(e)               result
in the imposition or creation of any Encumbrance upon or with respect to any of
the Transferred Assets. 

2.8               Brokers.
The Seller has not agreed or become obligated to pay, or has taken any
action that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder’s fee or similar commission or fee in
connection with any of the Transactions.  

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APA EXECUTION 

2.9              Full
Disclosure. This Agreement does not contain any untrue statement of fact;
and this Agreement does not omit to state any fact necessary to make any of the
representations, warranties or other statements or information contained therein
not misleading. All information regarding the Seller and its business,
condition, assets, liabilities, operations, financial performance, net income
and prospects that has been furnished to the Purchaser or any of the Purchaser’s
Representatives by or on behalf of the Seller is accurate and complete in all
respects. 

3.              REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER. 

The Purchaser represents and warrants, to and for the benefit
of the Seller, as follows: 

3.1              Authority;
Binding Nature Of Agreements. The Purchaser has the absolute and
unrestricted right, power and authority to enter into and perform its
obligations under this Agreement, and the execution and delivery of this
Agreement by the Purchaser have been duly authorized by all necessary action on
the part of the Purchaser and its board of directors. This Agreement constitutes
the legal, valid and binding obligation of the Purchaser, enforceable against it
in accordance with its terms. 

3.2              Brokers. The Purchaser has not become obligated to pay, and has not taken any action
that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder’s fee or similar commission or fee in connection
with any of the Transactions. 

4.              CONDITIONS PRECEDENT TO THE PURCHASER’S OBLIGATION TO CLOSE. 

The Purchaser’s obligation to purchase the Transferred Assets
and to take the other actions required to be taken by the Purchaser at the
Closing is subject to the satisfaction, at or prior to the Closing, of each of
the following conditions (any of which may be waived by the Purchaser, in whole
or in part, in writing): 

4.1              Accuracy
Of Representations. All of the representations and warranties made by the
Seller in this Agreement, and each of said representations and warranties
(considered individually), shall have been accurate in all material respects as
of the date of this Agreement, and shall be accurate in all material respects as
of the Scheduled Closing Time as if made at the Scheduled Closing Time, without
giving effect to any update to the Disclosure Schedule. 

4.2              Performance
Of Obligations. 

(a)              Each
of the documents referred to in Section 1.6(b) shall have been executed by each
of the parties thereto and delivered to the Purchaser. 

(b)              All
of the covenants and obligations that the Seller is required to comply with or
to perform at or prior to the Closing (considered collectively), and each of
said covenants and obligations (considered individually), shall have been duly
complied with and performed in all material respects.  

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APA EXECUTION 

4.3              IP
Filings. All filings and assignments reflecting the assignment of the Seller
IP from the Seller to the Purchaser shall have been filed with, and accepted by,
the United States Patent and Trademark Office and the United States Copyright
Office, as applicable.

4.4              Consents. Each of the Consents required to consummate the Transactions shall have been
obtained and shall be in full force and effect. 

4.5              No
Material Adverse Change. There shall have been no material adverse change in
the business, condition, assets, liabilities, operations, financial performance,
net income or prospects of the Seller since the date of this Agreement, and no
event shall have occurred and no condition or circumstance shall exist that
could be expected to give rise to any such material adverse change. 

4.6              Additional
Documents. The Purchaser shall have received the following documents:


(a)              an
opinion letter from counsel to the Seller, dated the Closing Date, in form and
substance acceptable to the Purchaser; and 

(b)              such
other documents as the Purchaser may request in good faith for the purpose of 

(i)              evidencing
the accuracy of any representation or warranty made by the Seller, 

(ii)              evidencing
the compliance by the Seller with, or the performance by the Seller of, any
covenant or obligation set forth in this Agreement, 

(iii)              evidencing
the satisfaction of any condition set forth in this Section 5, or 

(iv)              otherwise
facilitating the consummation or performance of any of the Transactions.


4.7              No
Proceedings. Since the date of this Agreement, there shall not have been
commenced or threatened against the Purchaser, or against any Person affiliated
with the Purchaser, any Proceeding 

(a)              involving
any material challenge to, or seeking material damages or other material relief
in connection with, any of the Transactions, or 

(b)              that
may have the effect of preventing, delaying, making illegal or otherwise
interfering with any of the Transactions. 

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4.8               No
Prohibition. Neither the consummation nor the performance of any the
Transactions will, directly or indirectly (with or without notice or lapse of
time), contravene or conflict with or result in a violation of, or cause the
Purchaser or any Person affiliated with the Purchaser to suffer any adverse
consequence under, any applicable Legal Requirement or Order. 

5.               CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE. 

The Seller’s obligation to sell the Assets and to take the
other actions required to be taken by the Seller at the Closing is subject to
the satisfaction, at or prior to the Closing, of each of the following
conditions (any of which may be waived by the Shareholders’ Representative, in
whole or in part, in writing): 

5.1               Accuracy
Of Representations. All of the representations and warranties made by the
Purchaser in this Agreement (considered collectively), and each of said
representations and warranties (considered individually), shall have been
accurate in all material respects as of the date of this Agreement and shall be
accurate in all material respects as of the Scheduled Closing Time as if made at
the Scheduled Closing Time. 

5.2               Purchaser’s
Performance. 

(a)               The
Purchaser shall have executed the Stock Purchase Agreement and delivered the
share certificates contemplated by Section 1.6(b) . 

(b)               All
of the other covenants and obligations that the Purchaser is required to comply
with or to perform pursuant to this Agreement at or prior to the Closing
(considered collectively), and each of said covenants and obligations
(considered individually), shall have been complied with and performed in all
material respects. 

6.               TERMINATION.
This Agreement may be terminated prior to the Closing: 

 (a) by the
Purchaser if 

 (i) there is a material Breach of any covenant or
obligation of the, or 

(ii)               the
Purchaser reasonably determines that the timely satisfaction of any condition
set forth in Section 5 has become impossible or impractical (other than as a
result of any failure on the part of the Purchaser to comply with or perform its
covenants and obligations set forth in this Agreement); 

(b)               by
the Seller if there is a material Breach of any covenant or obligation of the
Purchaser, or the Seller reasonably determines that the timely satisfaction of
any condition set forth in Section 6 has become impossible or impractical (other
than as a result of any failure on the part of the Seller to comply with or
perform any covenant or obligation set forth in this Agreement); 

(c)               by
the Purchaser at or after the Scheduled Closing Time if any condition set forth
in Section 5 has not been satisfied by the Scheduled Closing Time; 

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APA EXECUTION 

(d)               by
the Seller at or after the Scheduled Closing Time if any condition set forth in
Section 6 has not been satisfied by the Scheduled Closing Time; and 

(e)               by
the mutual written consent of the Purchaser and the Seller. 

7.               INDEMNIFICATION, ETC. 

7.1               Survival
of Representations and Covenants. The representations, warranties, covenants
and obligations of the Seller set forth in this Agreement shall survive for a
period of five years from the Closing. 

7.2               Indemnification
by the Seller. 

(a)               The
Seller shall hold harmless and indemnify each of the Indemnitees from and
against, and shall compensate and reimburse each of the Indemnitees for, any
Damages that are directly or indirectly suffered or incurred by any of the
Indemnitees or to which any of the Indemnitees may otherwise become subject at
any time (regardless of whether or not such Damages relate to any third-party
claim) and that arise directly or indirectly from or as a direct or indirect
result of, or are directly or indirectly connected with: 

(i)               any
Breach of any representation or warranty made by the Seller in this Agreement as
of the date of this Agreement (without giving effect to any qualification as to
materiality contained or incorporated in such representation or warranty, and
without giving effect to any update to the Disclosure Schedule); 

(ii)               any
Breach of any representation or warranty made by the Seller in this Agreement as
if such representation and warranty had been made on and as of the Closing Date
(without giving effect to any qualification as to materiality contained or
incorporated in such representation or warranty, and without giving effect to
any update to the Disclosure Schedule); 

(iii)               any
Liability of the Seller or of any Related Party in connection with the
Transferred Assets prior to the Closing. 

7.3               Setoff. In addition to any rights of setoff or other rights that the Purchaser or
any of the other Indemnitees may have at common law or otherwise, the Purchaser
shall have the right to withhold and deduct any sum that may be owed to any
Indemnitee under this Section 8 from any amount otherwise payable by any
Indemnitee to the Seller. The withholding and deduction of any such sum shall
operate for all purposes as a complete discharge (to the extent of such sum) of
the obligation to pay the amount from which such sum was withheld and
deducted. 

7.4               Nonexclusivity
of Indemnification Remedies. The indemnification remedies and other remedies
provided in this Section 8 shall not be deemed to be exclusive. Accordingly, the
exercise by any Person of any of its rights under this Section 8 shall not be
deemed to be an election of remedies and shall not be deemed to prejudice, or to
constitute or operate as a waiver of, any other right or remedy that such Person
may be entitled to exercise (whether under this Agreement, under any other Contract, under any statute, rule or
other Legal Requirement, at common law, in equity or otherwise).  

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7.5               Defense
of Third Party Claims. In the event of the assertion or commencement by any
Person of any claim or Proceeding (whether against the Purchaser, against any
other Indemnitee or against any other Person) with respect to which the Seller
may become obligated to indemnify, hold harmless, compensate or reimburse any
Indemnitee pursuant to this Section 8, the Purchaser shall have the right, at
its election, to designate the Seller to assume the defense of such claim or
Proceeding at the sole expense of the Seller. If the Purchaser does not elect to
designate the Seller to assume the defense of any such claim or Proceeding (or
if, after initially designating the Seller to assume such defense, the Purchaser
elects to assume such defense), the Purchaser may proceed with the defense of
such claim or Proceeding on its own but at the sole expenses of the Seller.


8.               CERTAIN POST-CLOSING COVENANTS. 

8.1               Further
Actions. From and after the Closing Date, the Seller shall cooperate with
the Purchaser and the Purchaser’s affiliates and Representatives, and shall
execute and deliver such documents and take such other actions as the Purchaser
may reasonably request, for the purpose of evidencing the Transactions and
putting the Purchaser in possession and control of all of the Transferred
Assets. The Seller hereby irrevocably nominates, constitutes and appoints the
Purchaser as the true and lawful attorney-in-fact of the Seller (with full power
of substitution) effective as of the Closing Date, and hereby authorizes the
Purchaser, in the name of and on behalf of the Seller, to execute, deliver,
acknowledge, certify, file and record any document, to institute and prosecute
any Proceeding and to take any other action (on or at any time after the Closing
Date) that the Purchaser may deem appropriate for the purpose of 

(a)               collecting,
asserting, enforcing or perfecting any claim, right or interest of any kind that
is included in or relates to any of the Transferred Assets, 

(b)               defending
or compromising any claim or Proceeding relating to any of the Transferred
Assets, or 

(c)               otherwise
carrying out or facilitating any of the Transactions. The power of attorney
referred to in the preceding sentence is and shall be coupled with an interest
and shall be irrevocable, and shall survive the dissolution or insolvency of the
Seller. 

9.               MISCELLANEOUS PROVISIONS. 

9.1               Further
Assurances. Each party hereto shall execute and/or cause to be delivered to
each other party hereto such instruments and other documents, and shall take
such other actions, as such other party may reasonably request (prior to, at or
after the Closing) for the purpose of carrying out or evidencing any of the
Transactions. 

9.2               Fees
and Expenses. Except as set forth in this Agreement, each of Seller and
Purchaser shall bear and pay for its own fees, costs and expenses (including all
legal fees and expenses) that have been incurred on or prior to the Closing in
connection with this Agreement and the transactions contemplated herein. 

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9.3               Notices. Any notice or other communication required or permitted to be delivered to
any party under this Agreement shall be in writing and shall be deemed properly
delivered, given and received when delivered (by hand, by registered mail, by
courier or express delivery service or by facsimile) to the address or facsimile
telephone number set forth beneath the name of such party below (or to such
other address or facsimile telephone number as such party shall have specified
in a written notice given to the other parties hereto): 

	 	if to the Seller:

	 	 	  
	 	 	Investco 
	 	 	PO Box 3469 
	 	 	Geneva Place, Water Front Drive 
	 	 	Tortola, British Virgin Islands 
	 	 	Facsimile: 
	 	 	Attention: Managing Director 
	 	 	  
	 	if to the Purchaser:
  
	 	 	  
	 	 	Kranem Corporation 
	 	 	1080 O’Brien Drive 
	 	 	Menlo Park, CA 94025, 
	 	 	Facsimile: +1-650-319-6743, 
	 	 	Attention: Edward Miller/Christopher Rasmussen
    


9.4               Headings. The underlined headings contained in this Agreement are for convenience of
reference only, shall not be deemed to be a part of this Agreement and shall not
be referred to in connection with the construction or interpretation of this
Agreement. 

9.5               Counterparts. This Agreement may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement. 

9.6               Governing
Law; Venue. 

(a)               This
Agreement shall be construed in accordance with, and governed in all respects
by, the internal laws of the State of California (without giving effect to
principles of conflicts of laws).

(b)               Any
legal action or other legal proceeding relating to this Agreement or the
enforcement of any provision of this Agreement may be brought or otherwise
commenced in any state or federal court located in the County of Santa Clara,
California.

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9.7               Successors
And Assigns. This Agreement shall be binding upon: the Seller and its
successors and assigns (if any); and the Purchaser and its successors and
assigns (if any). 

9.8               Remedies
Cumulative; Specific Performance. The rights and remedies of the parties
hereto shall be cumulative (and not alternative).

9.9               Waiver.
No failure on the part of any Person to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Person in
exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy. 

9.10               Amendments. This Agreement may not be amended, modified, altered or supplemented other
than by means of a written instrument duly executed and delivered on behalf of
the Purchaser and the Seller. 

9.11               Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in
any other jurisdiction. 

9.12               Entire
Agreement. This Agreement sets forth the entire understanding of the parties
relating to the subject matter thereof and supersedes all prior agreements and
understandings among or between any of the parties relating to the subject
matter thereof. 

[Signature page follows] 

13




APA EXECUTION 

The parties to this Agreement have caused this Agreement to be
executed and delivered as of July 31, 2006. 

	 	SELLER: 
	 	 
	 	INVESTCO 
	 	 
	 	By:  /s/ Ineeza Anacoura           
    
	 	Name:   Ineeza Anacoura on behalf of
    Glenside Limited
	 	Title: Director 
	 	 
	 	PURCHASER: 
	 	 
	 	KRANEM CORPORATION
    
	 	 
	 	By:  /s/  Luigi Caramico          
    
	 	Name: Luigi Caramico 
	 	Title: Director & VP Corporate Strategy
  



	ATTACHMENTS 
	  	  
	Exhibit A: 	Certain Definitions 
	Exhibit B: 	Stock Purchase Agreement 
	Exhibit C: 	Closing Certificate of Investco 
	Exhibit D: 	Certificate of Secretary of Investco 
	Exhibit E: 	Convertible Promissory Note 
	Exhibit F: 	Bill of Sale 
	Schedule A: 	Transferred Assets 


14




APA EXECUTION 

EXHIBIT A 
CERTAIN DEFINITIONS 

For purposes of the Agreement (including this Exhibit A and the
other exhibits and schedules attached to the Agreement): 

Agreement. “Agreement” shall mean the Asset Purchase
Agreement to which this Exhibit A is attached (including the Disclosure
Schedule), as it may be amended from time to time. 

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

Comparable Entities. “Comparable Entities” shall mean
Entities (other than the Seller) that are engaged in businesses similar to the
business of the Seller.

Consent. “Consent” shall mean any approval, consent,
ratification, permission, waiver or authorization (including any Governmental
Authorization).

Contract. “Contract” shall mean any written, oral,
implied or other agreement, contract, understanding, arrangement, instrument,
note, guaranty, indemnity, representation, warranty, deed, assignment, power of
attorney, certificate, purchase order, work order, insurance policy, benefit
plan, commitment, covenant, assurance or undertaking of any nature. 

Damages. “Damages” shall include any loss, damage,
injury, decline in value, lost opportunity, Liability, claim, demand,
settlement, judgment, award, fine, penalty, Tax, fee (including any legal fee,
expert fee, accounting fee or advisory fee), charge, cost (including any cost of
investigation) or expense of any nature. 

Disclosure Schedule. “Disclosure Schedule” shall mean
the schedule (dated as of the date of the Agreement) delivered to the Purchaser
on behalf of the Shareholders and the Seller, a copy of which is attached to the
Agreement and incorporated in the Agreement by reference. 

Encumbrance. “Encumbrance” shall mean any lien, pledge,
hypothecation, charge, mortgage, security interest, encumbrance, equity, trust,
equitable interest, claim, preference, right of possession, lease, tenancy,
license, encroachment, covenant, infringement, interference, Order, proxy,
option, right of first refusal, preemptive right, community property interest,
legend, defect, impediment, exception, reservation, limitation, impairment,
imperfection of title, condition or restriction of any nature (including any
restriction on the transfer of any asset, any restriction on the receipt of any
income derived from any asset, any restriction on the use of any asset and any
restriction on the possession, exercise or transfer of any other attribute of
ownership of any asset). 

Entity. “Entity” shall mean any corporation (including
any non-profit corporation), general partnership, limited partnership, limited
liability partnership, joint venture, estate, trust, cooperative, foundation,
society, political party, union, company (including any limited liability
company or joint stock company), firm or other enterprise, association,
organization or entity. 

15




APA EXECUTION 

Excluded Assets. “Excluded Assets” shall mean all the
assets of the Seller that are not specifically part of the Transferred Assets.


GAAP. “GAAP” shall mean generally accepted accounting
principles. 

Governmental Authorization. “Governmental Authorization”
shall mean any: (a) permit, license, certificate, franchise, concession,
approval, consent, ratification, permission, clearance, confirmation,
endorsement, waiver, certification, designation, rating, registration,
qualification or authorization issued, granted, given or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement; or (b) right under any Contract with any Governmental
Body.

Governmental Body. “Governmental Body” shall mean any:
(a) nation, principality, state, commonwealth, province, territory, county,
municipality, district or other jurisdiction of any nature; (b) federal, state,
local, municipal, foreign or other government; (c) governmental or
quasi-governmental authority of any nature (including any governmental division,
subdivision, department, agency, bureau, branch, office, commission, council,
board, instrumentality, officer, official, representative, organization, unit,
body or Entity and any court or other tribunal); (d) multi-national organization
or body; or (e) individual, Entity or body exercising, or entitled to exercise,
any executive, legislative, judicial, administrative, regulatory, police,
military or taxing authority or power of any nature. 

Indemnitees. “Indemnitees” shall mean the following
Persons: (a) the Purchaser; (b) the Purchaser’s current and future affiliates;
(c) the respective Representatives of the Persons referred to in clauses “(a)”
and “(b)” above; and (d) the respective successors and assigns of the Persons
referred to in clauses “(a)”, “(b)” and “(c)” above. 

Intellectual Property. “Intellectual Property” shall
mean algorithms, APIs, apparatus, circuit designs and assemblies, gate arrays,
IP cores, net lists, photomasks, semiconductor devices, test vectors, databases,
data collections, diagrams, formulae, inventions (whether or not patentable),
know-how, logos, marks (including brand names, product names, logos, and
slogans), methods, network configurations and architectures, processes,
proprietary information, protocols, schematics, specifications, software,
software code (in any form, including source code and executable or object
code), subroutines, techniques, user interfaces, URLs, web sites, works of
authorship and other forms of technology (whether or not embodied in any
tangible form and including all tangible embodiments of the foregoing, such as
instruction manuals, laboratory notebooks, prototypes, samples, studies and
summaries). 

Intellectual Property Rights. “Intellectual Property
Rights” shall mean all past, present, and future rights of the following types,
which may exist or be created under the laws of any jurisdiction in the world:
(A) rights associated with works of authorship, including exclusive exploitation
rights, copyrights, moral rights and mask works; (B) trademark and trade name
rights and similar rights; (C) trade secret rights; (D) patent and industrial
property rights; (E) other proprietary rights in Intellectual Property; and (F)
rights in or relating to registrations, renewals, extensions, combinations,
divisions, and reissues of, and applications for, any of the rights referred to
in clauses “(A)” through “(E)” above. 

16 




APA EXECUTION 

IRS. “IRS” shall mean the United States Internal Revenue
Service. 

Liabilities. “Liabilities” means all of the liabilities
of the Seller and its business relating in any manner to the Transferred Assets
outstanding immediately prior to the Closing, including, without limitation, any
and all filling fees, purchase price, customs duties, Taxes, levies, and any and
all other outstanding payments. 

Person. “Person” shall mean any individual, Entity or
Governmental Body. 

Registered IP. “Registered IP” shall mean all
Intellectual Property Rights that are registered, filed, or issued under the
authority of, with or by any Governmental Body, including all patents,
registered copyrights, registered mask works and registered trademarks and all
applications for any of the foregoing. 

Representatives. “Representatives” shall mean officers,
directors, employees, agents, attorneys, accountants, advisors and
representatives. 

Tax. “Tax” shall mean any tax (including any income tax,
franchise tax, capital gains tax, estimated tax, gross receipts tax, value-added
tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use
tax, property tax, business tax, occupation tax, inventory tax, occupancy tax,
withholding tax or payroll tax), levy, assessment, tariff, impost, imposition,
toll, duty (including any customs duty), deficiency or fee, and any related
charge or amount (including any fine, penalty or interest), that is, has been or
may in the future be (a) imposed, assessed or collected by or under the
authority of any Governmental Body, or (b) payable pursuant to any tax-sharing
agreement or similar Contract. 

Tax Return. “Tax Return” shall mean any return
(including any information return), report, statement, declaration, estimate,
schedule, notice, notification, form, election, certificate or other document or
information that is, has been or may in the future be filed with or submitted
to, or required to be filed with or submitted to, any Governmental Body in
connection with the determination, assessment, collection or payment of any Tax
or in connection with the administration, implementation or enforcement of or
compliance with any Legal Requirement relating to any Tax. 

17 




APA EXECUTION 

EXHIBIT B
FORM OF STOCK PURCHASE
AGREEMENT  





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19










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                 APA EXECUTION 
	 
	EXHIBT C 
	CLOSING CERTIFICATE 
	INVESTCO 


The undersigned, _________________________, does hereby
certify, as of the date hereof, as follows that: 

1.              
He is the duly elected President and Chief Executive Officer of Investco (the
“Company”). 

2.               _______________________
is the duly elected Secretary of the Company. 

3.               All
of the representations and warranties made by the Company in Section 2 of the
Asset Purchase Agreement with Kranem Corporation (“Kranem”), dated June __, 2011
(the “Agreement”), are true, complete and correct in all material
respects as of the date hereof with the same effect as though such
representations and warranties had been made on and as of the date hereof. 

4.               The
Company has performed and complied in all material respects with all agreements,
obligations, and conditions contained in the Agreement that are required to be
performed or complied with by it on or before the date hereof.

5.               No
material adverse change has occurred in the Company’s business with respect to
the Transferred Assets since the Parties began discussions on this transaction
in May, 2011. 

6.               All
authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the United States or of any state or country that were
required in connection with lawful sale of the Transferred Assets (as defined in
the Agreement) to Kranem pursuant to the Agreement have been duly obtained and
are effective as of the date hereof. 

7.               All
of the closing conditions to the Company, set forth in Sections 1.6 and 5 of the
Agreement, have been met in all material respects.

IN WITNESS WHEREOF, the undersigned has executed this
Compliance Certificate this ___ day of June, 2011. 

	 	____________________________ 
	 	____________________________ 
	 	President and CEO 
	 	Investco 


23





	               
                         
                         
                         
                         
                         
                         
         APA EXECUTION 
	 
	EXHIBIT D 
	CERTIFICATE OF SECRETARY OF 
	INVESTCO. 


The undersigned, ___________________________________, does
hereby certify, as of the date hereof, as follows that: 

1.              
He is the duly elected Secretary of Investco (the “Company”). 

2.              
______________________________ is the duly elected President and Chief Executive
Officer of the Company. 

3.              
Attached hereto, as Exhibit A, is a true and correct copy of the Unanimous
Written Consent of the Company’s Board of Directors (“Board Consent”)
approving, inter alia, the sale of the Transferred Assets (as defined in
that certain Asset Purchase Agreement (“Agreement”) dated the date hereof
between the Company and Kranem Corporation (“Purchaser”)) from the
Company to the Purchaser and no other resolutions or consents have been adopted
relating to the subject matter thereof by the Company’s Board of Directors and
such Board Consent remains in full force and effect as of the date hereof. 

4.              
Attached hereto, as Exhibit B, is a true and correct copy of the Action by
Written Consent of the Company’s shareholders (“Shareholder Consent”)
approving, inter alia, the sale of the Transferred Assets from the
Company to the Purchaser and no other resolutions or consents have been adopted
relating to the subject matter thereof by such shareholders and such Shareholder
Consent remains in full force and effect as of the date hereof.

IN WITNESS WHEREOF, the undersigned has executed this
Compliance Certificate this __ day of June, 2011. 

	 	Signature:  ___________________________
  
	 	Name:        
      ___________________________
	 	Title: Secretary 
	 	Investco 


ATTACHMENTS: 

EXHIBIT A: WRITTEN CONSENT OF BOARD OF DIRECTORS 
EXHIBIT B:
WRITTEN CONSENT OF SHAREHOLDERS 

24








	               
                         
                         
                         
                         
                         
                         
             APA EXECUTION 
	 
	EXHIBIT E 
	CONVERTIBLE PROMISSORY NOTE 


 

 

25





	               
                         
                         
                         
                         
                         
               APA EXECUTION 
	 
	EXHIBIT F 
	FORM OF BILL OF SALE 


This Bill of Sale (“Agreement”) is made as of June 29,
2011 by and between Investco, a British Virgin Island corporation
(“Seller”), and Kranem Corporation, a Colorado corporation (the
“Purchaser”). 

1.              
Definitions. Unless specifically designated otherwise, capitalized
terms used in this Agreement shall have the meanings given them in the Asset
Purchase Agreement between Seller and Purchaser dated as of the date hereof (the
“Asset Purchase Agreement”). 

2.              
Sale of Assets. Seller, for a valuable consideration, the receipt
of which is hereby acknowledged, hereby sells, assigns, grants, and conveys to
Purchaser the Transferred Assets free from Encumbrance as a going concern with
effect from the Date of Completion. Without prejudice to the generality of the
foregoing the Assets shall specifically include the following: 

(a)              
all equipment, materials, prototypes, tools, supplies, vehicles, furniture,
fixtures, improvements and other tangible assets of the Seller listed on
Schedule A hereto and incorporated herein by this reference
(“Transferred Asset Schedule”) (collectively, the “Seller
Assets”); 

(b)              
all Intellectual Property and Intellectual Property Rights of the Seller listed
on Schedule A hereto and incorporated herein by this reference (the
“IP Schedule”) (collectively, the “Seller IP”); 

(c)              
all claims (including claims for past infringement or misappropriation of
Intellectual Property or Intellectual Property Rights) and causes of action of
the Seller against other Persons (regardless of whether or not such claims and
causes of action have been asserted by the Seller), and all rights of indemnity,
warranty rights, rights of contribution, rights to refunds, rights of
reimbursement and other rights of recovery possessed by the Seller (regardless
of whether such rights are currently exercisable), in each case, relating to any
of the foregoing; and 

Notwithstanding anything to the contrary in this Agreement, the
term “Transferred Assets” shall not include Excluded Assets or any Liabilities
relating to the Transferred Assets. It is expressly agreed upon between the
Seller and the Purchaser that the Purchaser does not assume, and shall have no
obligation to perform or satisfy, any of the Liabilities associated with the
Transferred Assets and that the Seller shall remain obligated for such
Liabilities. 

26




APA EXECUTION

3.              
Miscellaneous.

3.1.              
Seller and Purchaser hereby agree that they will, from time to time, execute and
deliver such further instruments of conveyance and transfer as may be reasonably
required to implement and effectuate the sale of the Assets pursuant to the
Asset Purchase Agreement. 

3.2              
This Agreement has been executed to implement the Asset Purchase Agreement and
nothing contained herein shall be deemed or construed to impair or alter any of
the provisions of the Asset Purchase Agreement. 

3.3              
This Agreement shall be construed in accordance with, and governed in all
respects by, the internal laws of the State of California (without giving effect
to principles of conflicts of laws). 

3.4              
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument. 

3.5              
Seller hereby covenants and agrees to warrant and defend the title to the above
described Assets hereby conveyed, against the just and lawful claims and demands
of all persons whomsoever. 

3.6              
The terms of this Agreement may only be modified by a written agreement duly
signed by persons authorized to sign agreements on behalf of the parties hereto.


IN WITNESS WHEREOF, the Parties have executed this Bill
of Sale on the date first above written. 

	SELLER: 	BUYER: 
	  	  
	Signature:   _________________________________	Signature:   
      _________________________________
	Name:         
      _________________________________	Name: Ajay Batheja 
	Title: President and Chief Executive Officer 	Title: President and Chief Executive Officer
  


Schedule A: Transferred Assets 

27




APA EXECUTION 

SCHEDULE A 
TRANSFERRED ASSETS


Scope: The purpose of this document is to identify the assets
being sold by Seller to Purchaser. The Transferred Assets are as follows: 

1.              
Assets – All advertising materials, data sheets, presentations, marketing and
sales collateral, application notes, customer surveys, user manuals,
installation instructions, notes, correspondences and documentation pertaining
to the products and or product families referred to as “Data Retention”, “Man in
the Middle (LIS)”, Man in the Middle Detector”, and “nCrypto”. 

2.              
Intellectual Property

a.              
Data Retention: All software, source code, programming notes, patents, pending
patents, menus, GUI, software interface, flow charts, diagrams, presentations,
marketing and sales information, advertisements, data sheets, application notes,
testing notes, user notes, installation instructions, notes, and documentation
pertaining to the product and or product family referred to as “Data Retention”.


b.              
Man in the Middle (LIS): All software, source code, programming notes, patents,
pending patents, menus, GUI, software interface, flow charts, diagrams,
presentations, marketing and sales information, advertisements, data sheets,
application notes, testing notes, testing notes, user notes, installation
instructions, notes, and documentation pertaining to the product and or product
family referred to as “Man in the Middle (LIS)”. 

c.              
Man in the Middle Detector: All software, source code, programming notes,
patents, pending patents, menus, GUI, software interface, flow charts, diagrams,
presentations, marketing and sales information, advertisements, data sheets,
application notes, testing notes, user notes, installation instructions, notes,
and documentation pertaining to the product and or product family referred to as
“Man in the Middle Detector” 

d.              
nCrypto: All software, source code, programming notes, patents, pending patents,
menus, GUI, software interface, flow charts, diagrams, presentations, marketing
and sales information, advertisements, data sheets, application notes, testing
notes, user notes, installation instructions, notes, and documentation
pertaining to the product and or product family referred to as “nCrypto”. 

28