THE SOFTWARE AND FOR THE CREATION AND PERFORMANCE OF ANY LICENSEE
DERIVATIVE WORKS THAT MAY BE DEVELOPED BY LICENSEE DURING THE TRANSITION PERIOD.
THE TERMS OF SUCH SUPPORT SHALL BE AS DESCRIBED IN EXHIBIT "B" ATTACHED HERETO
AND HEREBY MADE A PART HEREOF.
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2.5
Licensor agrees that Licensee (or Allegiant as its successor in
interest) will have the right to directly hire any personnel of Licensor without
any liability to Licensor whatsoever. Licensor acknowledges that Licensee (or
Allegiant) will likely offer employment to one or more of Licensor's
programmers.
ARTICLE III
LICENSE FEE; DEFAULT
3.1
THE TOTAL FEE (THE "LICENSE FEE") FOR THE LICENSE GRANTED
HEREUNDER SHALL BE SEVEN THOUSAND ONE HUNDRED FIFTY (7,150) SHARES (THE
ALLEGIANT SHARES") OF ALLEGIANT TRAVEL COMPANY ("ALLEGIANT"). THE ALLEGIANT
SHARES SHALL BE ISSUED IN THE NAME OF LICENSOR UPON THE EXECUTION OF THIS
AGREEMENT. LICENSOR ACKNOWLEDGES THE ALLEGIANT SHARES ARE NOT REGISTERED UNDER
FEDERAL OR STATE SECURITIES LAWS AND LICENSOR WILL NOT BE ABLE TO RESELL THE
ALLEGIANT SHARES WITHOUT REGISTRATION UNDER FEDERAL AND APPLICABLE STATE
SECURITIES LAWS OR WITHOUT AN EXEMPTION THEREFROM.
3.2
THE FOLLOWING RIGHTS AND OBLIGATIONS OF THE RESPECTIVE PARTIES
SHALL SURVIVE TERMINATION UNDER THIS ARTICLE III:
(A)
THE REPRESENTATIONS AND WARRANTIES OF LICENSOR UNDER ARTICLE IV
SHALL SURVIVE AND CONTINUE AND SHALL BIND LICENSOR AND ITS LEGAL
REPRESENTATIVES, SUCCESSORS, HEIRS AND ASSIGNS; AND
(B)
SUBLICENSES GRANTED BY LICENSEE PURSUANT TO THIS AGREEMENT PRIOR
TO THE DATE OF TERMINATION SHALL CONTINUE IN EFFECT.
3.3
THIS AGREEMENT SHALL HAVE AN INDEFINITE TERM, SHALL NOT BE
TERMINABLE AND SHALL REMAIN IN FULL FORCE AND EFFECT PERPETUALLY.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF LICENSOR
Licensor makes the following representations and warranties to Licensee:
4.1
LICENSOR IS A DULY ORGANIZED CORPORATION, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF CALIFORNIA, AND HAS ALL REQUISITE
POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS
BUSINESS AS NOW BEING CONDUCTED.
4.2
LICENSOR HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT
AND TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF LICENSOR.
THIS AGREEMENT HAS BEEN DULY AND
VALIDLY EXECUTED AND DELIVERED BY LICENSOR, AND CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF LICENSOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY LICENSOR OF THIS AGREEMENT AND ALL OTHER
INSTRUMENTS, AGREEMENTS, CERTIFICATES AND DOCUMENTS CONTEMPLATED HEREBY (A) DO
NOT, AND WILL NOT, VIOLATE OR CONFLICT WITH ANY PROVISION OF THE ARTICLES OF
INCORPORATION, BYLAWS OR OTHER GOVERNING DOCUMENTS
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OF LICENSOR; (B) DO NOT, AND WILL NOT, VIOLATE OR CONSTITUTE A DEFAULT UNDER ANY
LAW OR ANY CONTRACT TO WHICH LICENSOR IS A PARTY, OR BY WHICH LICENSOR OR THE
SOFTWARE IS BOUND; (C) WILL NOT RESULT IN THE CREATION OF ANY LIEN UPON THE
SOFTWARE; AND (D) TO THE BEST OF LICENSOR'S KNOWLEDGE, DO NOT, AND WILL NOT,