PATENT PURCHASE AGREEMENT

This Patent Purchase Agreement ("Agreement") is entered into on this 29th day of April ("Effective Date"), by and between JCH&D Holdings ("Purchaser") and Cloracks Corporation ("Seller(s)"). Purchaser and Seller(s) agree as follows:

RECITALS:

I.	Sellers are the owners of the entire right, title, and interest in and to Patent Nos. 8,091,853 B2 and Patent Applications Ser. No. 4180P3478 ("Patent Rights")

II.	Subject to the terms and conditions of this Agreement, Purchaser wishes to purchase the Patent Rights from Sellers, and Sellers wish to sell, transfer, and convey the Patent Rights to Purchaser.

NOW, THEREFORE, the parties hereto hereby agree as follows:

AGREEMENT

1. PURCHASE OF THE PATENT/PATENT RIGHTS

Subject to the terms and conditions of this Agreement, Sellers shall sell, transfer, convey, and assign the Patent Rights to Purchaser in consideration of Sellers' receipt, on the Effective Date, of a one-time Patent Purchase Payment subject to Addendum 1.

 

 

 

 

 

4. SELLER'S REPRESENTATIONS AND WARRANTIES

Seller/Sellers hereby represent and warrants to the Purchaser as follows:

 

 

 

 

4.7 Fees: All maintenance fees, annuities, and the like due or payable on the Patents have been timely paid. For the avoidance of doubt, such timely payment includes payment of any maintenance fees for which the fee is payable.

Purchaser hereby represents and warrants to Seller/Sellers that: If the Purchaser is not an individual, Purchaser is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; and the Purchaser has the full power and authority and has obtained all third party consents, approvals, and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder, including, without limitation, the purchase of the Patent Rights from Seller.

 

 

 

 

(a) with the prior written consent of the other Party;

(b) as otherwise may be required by law or legal process;

(c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties;

(d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement;

 

(e) by Purchaser, to potential purchasers or licensees of the Patent Rights;

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date.

 

 

 

 

 

 

 

 

Patent Assignment

 

 

 

Existing Licenses to Patents

 

 

 

 

The following are additional terms for the sale of patent #8,091,853 Pole type member support device by Cloracks Corporation to JCH&D Holdings

1.

The payment of the patent will be in three instalments.  The first instalment in the amount of $4000 will be due April 29th, 2016.  The second installment of $31,000 will be due May 4th, 2016.  The third installment in the amount of $25,000 will be due on or before June 15th 2016.  The balance of the payment will be satisfied by the assumption of the debt owed by Cloracks Corporation to Taylor Consulting LLC in the amount of $16,039.98.

2.

After the first and second installments are made to Cloracks Corporation checks will be disbursed by April 5th to Palaut Management for $15,000.00, Bauman & Associates Law Firm for $3075, Edgar Tech Filing Services for $2377.50, Quantum Management Service Solutions for $8101.00 and to Saddle, Gibb & Associates for $1250.00.

3.	Purchase of Patent # 8,091,853 is contingent of the absence of any encumbrances and a clean title search done by Weiss and May P.C. in Scottsdale Arizona.  Services will be paid for by the purchaser.

4.	The purchase includes the Large and Medium molds, located at Edge Plastics 3016 Kansas Avenue Riverside, CA, used to produce the pole type member support device.

5.

Purchase includes the existing manufactured inventory of pole type member support devises which includes 1005 medium and 1190 large devices.  These devices are located in storage at Public Storage 3345 Rainbow Blvd in Las Vegas, Nevada – Unit #108.  The purchase will also include the approx. 25,000 screws located at Edge Plastics in Riverside CA.