AGREEMENT BY AND AMONG PIRANHA, INC., XIAOLIN WU, HOWARD WU,
LINLIN ZHAO AND COMSIGHT IMAGING INC.
THIS AGREEMENT is made and entered into as of the 26th day of September,
2000, by and among Piranha, Inc., a Delaware corporation ("Buyer"), Xiaolin Wu,
Howard Wu and Linlin Zhao ("Sellers") and Comsight Imaging Inc., an Ontario
corporation ("Comsight").
In consideration of the mutual covenants, representations, warranties and
agreements set forth herein, and intending to be legally bound hereby, the
parties hereby agree as follows:
1. PURCHASE AND SALE OF STOCK.
(a) Subject to the representations, warranties, agreements, terms and
conditions hereinafter set forth, Sellers hereby agree to sell, transfer, assign
and deliver to Buyer and Buyer agrees to purchase from Sellers on the Closing
Date (as hereinafter defined) all of the issued and outstanding shares of
capital stock of Comsight (the "Shares").
(b) The purchase price for the Shares shall be (i) U.S. $282,207and (ii)
47,733 shares of Buyer Common Stock, par value $.001 per share.
(c) Unless otherwise agreed, the closing of the sale of the Shares shall
take place at the offices of Buyer on September 26, 2000 immediately following
the execution of this Agreement ("Closing Date").
(d) As used herein, the term "Intellectual Property" means (i) all
registered copyrights, copyright registrations and copyright applications,
trademark registrations and applications for registration, patents and patent
applications, trademarks, service marks, trade names and internet domain that
are used by a person or entity in its, his or her business, (ii) all licenses,
assignments and releases of intellectual property rights of others in material
works embodied in its, his or her own works, (iii) all rights, licenses,
databases, computer programs and other computer software user interfaces,
know-how, trade secrets, customer lists, proprietary technology, processes and
formulae, source code, object code, algorithms, architecture, structure, display
screens, layouts, development tools, instructions, templates and marketing
materials created by it, him or her or on its, his or her behalf and (iv)
inventions, trade dress, logos and designs created by it, him or her or on its,
his or her behalf.
Without limiting the generality of the foregoing, Intellectual Property
includes all right, title, interest and ownership in, arising out of or
associated with: (v) all United States, international and foreign patents and
applications therefor and all reissues, divisions, renewals, extensions,
provisionals, continuations and continuations-in-part thereof; (vi) all
inventions (whether or not patentable), invention disclosures, improvements,
trade secrets, proprietary information, know how, computer software programs (in
both source code and object code form), technology, technical data and customer
lists, tangible or intangible proprietary information, and all documentation
relating to any of the foregoing; (vii) all copyrights, copyrights registrations
and applications therefor, and all other rights corresponding thereto throughout
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the world; (viii) all industrial designs and any registrations and applications
therefor throughout the world; (ix) all trade names, trademarks, service marks,
logos, and all applications therefor throughout the world; (x) all databases and
data collections and all rights therein throughout the world; (xi) all moral and
economic rights of authors and inventors, however denominated, throughout the
world; and (xii) all licenses, privileges, authorities or rights which have been
granted to the holder of Intellectual Property from any joint developments,
partnerships, joint ventures, cooperative relationships, academic projects or
other processes to which such holder may or may not have full and exclusive
rights, title, interest and/or ownership.
2. DELIVERIES. (a) At or prior to the closing on the Closing Date the
following deliveries shall be made.
(A) Sellers shall deliver to Buyer
(i) stock certificates in the name of the Sellers evidencing
the Shares together with blank stock powers executed by Seller
with signatures guaranteed by either a bank or a member of the
New York Stock Exchange.
(ii) all corporate minute books, contracts, and other records
of Comsight of whatsoever nature, including without
limitation, evidence of all Intellectual Property of Xiaolin
Wu and Comsight.
(iii) a listing of all Intellectual Property of Xiaolin Wu and
Comsight together with, where appropriate, serial numbers,
countries of registry and similar such identifying
information, reflecting, inter alia, all sciences that Xiaolin
Wu and/or Comsight have developed or are developing.
(iv) written resignations of all current officers and
directors of Comsight dated as of the Closing Date.
(v) a copy of the Articles of Incorporation and Certificate of
Incorporation of Comsight as in effect on the Closing Date.
(vi) a copy of the By-laws of Comsight, as amended, certified
by the President of Comsight.
(vii) documents in form satisfactory to Buyer and its counsel
confirming that Seller has sold, transferred, licensed,
assigned or delivered to Seller his full right, title,
interest and ownership to his Intellectual Property.
(viii) documents in form satisfactory to Buyer and its counsel
which shall upon filing with appropriate governmental agencies
(whether U.S. or foreign) be sufficient to perfect, evidence
and otherwise secure that Xiaolin Wu has sold, transferred,
licensed, assigned or delivered to Comsight full right, title,
interest and ownership to his Intellectual Property.
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(ix) the form of Non-Disclosure Agreement attached hereto as
Exhibit A.
(x) Comsight's promissory note payable to Xiaolin Wu Buyer in
the principal amount of Canadian $115,600 (U.S.$77,793) duly
assigned and transferred to Buyer.
(xi) Acknowledgement of the prior receipt of $150,000 of the
purchase price.
(B) Buyer shall deliver to Sellers
(i) cash in the amount of U.S. $15,766 to Xiaolin Wu in the
form of a certified or bank cashiers check
(ii) cash in the amount of U.S. $77,793 to Xiaolin Wu in the
form of a certified or bank cashiers check in consideration of
the assignment of the promissory note referred to in P. 2A (x)
above.
(iii) cash in the amount of U.S. $56,441 to Linlin Zhao in the
form of a certified or bank cashiers check.
(iv) a promissory note, without interest, for $60,000 payable
to Xiaolin Wu on January 2, 2001.
(v) Stock certificate representing 17,861 shares of Buyer
Common Stock, par value $.001 per share, in the name of
Xiaolin Wu or evidence that directions have been given to the
Buyer's transfer agent and register requiring the delivery of
such stock certificate.
(vi) Stock certificate representing 6,965 shares of Buyer
Common Stock, par value $.001 per share, in the name of Linlin
Zhao or evidence that directions have been given to the
Buyer's transfer agent and register requiring the delivery of
such stock certificate.
(vii) Stock certificate representing 12,907 shares of Buyer
Common Stock, par value $.001 per share, in the name of Howard
Wu or evidence that directions have been given to the Buyer's
transfer agent and register requiring the delivery of such
stock certificate.
(viii) The form of employment contract attached hereto as
Exhibit B.
(b) On January 2, 2001, the Buyer shall deliver to Xiaolin Wu a stock
certificate representing 10,000 shares of Buyer Common Stock, par value $.001
per share, or evidence that directions have been given to the Buyer's transfer
agent and register requiring the delivery of such stock certificate, and the
$60,000 represented by the promissory note referred to in P. B(iv) above.
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3. Representations, Warranties and Agreements of Sellers and Comsight.
Sellers and Comsight hereby jointly and severally represent, warrant and agree
with Buyer as follows:
(a) Comsight is a corporation duly organized, validly existing and in
good standing under the laws of Ontario. Comsight has all requisite corporate
power and authority to own, operate and lease the properties and assets it now
owns, operates and leases and to carry on its business as presently conducted.
Comsight is duly licensed, registered and qualified in the jurisdictions
necessary to enable its business to be carried on as now conducted and to enable
its properties and assets to be owned, leased and operated as they are, and all
such licenses, registrations and qualifications are in good standing in all
respects.
(b) Neither Comsight's Articles of Incorporation, Certificate of
Incorporation nor its By-Laws have been amended since the date of certification
thereof, nor has any action been taken for the purpose of effecting any
amendment of such instrument.
(c) Comsight has authority to issue an unlimited number of common
shares and an unlimited number of preference shares. There are 100 common shares
outstanding all of which are owned by Xiaolin Wu and 50 preference shares, 25 of
which are owned by Howard Wu and 25 of which are owned by Linlin Zhao. All such
common shares and such preference shares are validly issued, fully paid and
non-assessable. There are no outstanding options, warrants, contracts, calls,
conversion rights, rights or commitments relating to the authorized but not
outstanding common shares or preference shares.
(d) Sellers are the sole and lawful owners, of record and beneficially,
of the Shares and have valid and marketable title to the Shares, free and clear
of any claims, liens or encumbrances and have full right, power and authority to
sell, assign and transfer the Shares pursuant to this Agreement without the
consent or approval of any other person or entity. There are no outstanding
options, warrants, contracts, calls, rights or commitments relating to the
Shares.
(e) Comsight has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly approved by the stockholders and
the Board of Directors of Comsight, and no other proceeding on the part of
Comsight is necessary to approve and authorize the execution and delivery of
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this Agreement or the consummation of the transactions contemplated hereby.
(f) This Agreement has been duly executed and delivered by Comsight and
Selles and constitutes their valid and binding Agreement, enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting the enforcement of creditors' rights generally and by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in law or in equity.
(g) Comsight has all approvals, authorizations, consents, licenses,
orders, registrations or permits of all governmental regulatory agencies,
whether federal, state or local, required for its business as presently or
proposed to be conducted.
(h) Comsight is a taxable Canadian corporation as defined in the Income
Tax Act (Canada) not liable, in any material respects, for any Canadian federal,
provincial, municipal or local taxes, assessments, withholding taxes, employee
or other remittances, or other imposts or penalties due and unpaid at the date
hereof in respect of its income, employees, business or property, or for the
payment of any tax installment due in respect of its current taxation year (but
not including taxes accruing due) or any previous taxation years, and no such
taxes, assessments, imposts, remittances or penalties are required to be
reserved against. All such taxes, imposts, remittances and penalties have been
properly calculated by Seller and Comsight, in all material respects, and
Comsight is not in default in filing any returns or reports covering any
Canadian federal, provincial, municipal or local taxes, assessments or other
imposts in respect of its income, business or property and Comsight has complied
with all withholding, collection, remittance and other obligations under any
applicable taxing statute. Comsight has filed all required Canadian federal,
provincial, municipal or local tax returns.
(i) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby will not: (i) violate or conflict with
any provision of the constating documents, Articles of Incorporation,
Certificate of Incorporation or By-Laws of Comsight, (ii) breach, violate or
constitute an event of default (or an event which with the lapse of time or the
giving of notice or both would constitute an event of default) under, give rise
to any right of termination, cancellation, modification or acceleration under,
or require any consent or the giving of any notice under, any note, bond,
indenture, mortgage, security agreement, lease, license, franchise, permit,
agreement or other instrument or obligation to which Comsight is a party or by
which Comsight or any of its properties or assets may be bound, or result in the
creation of any lien, claim or encumbrance or other right of any third party of
any kind whatsoever upon the properties or assets of Comsight pursuant to the
terms of any such instrument or obligation, (iii) violate or conflict with any
law, statute, ordinance, code, rule, regulation, judgment, order, writ,
injunction, decree or other instrument of any federal, state, local or foreign
court or governmental or regulatory body, agency or authority applicable to
Comsight or by which any of its properties or assets may be bound, or (iv)
require, on the part of Comsight, any filing or registration with, or permit,
license, exemption, consent, authorization or approval of, or the giving of any
notice to, any governmental or regulatory body, agency or authority, other than
those specifically described in this Agreement.
(J) Except as described on Schedule 3(J), no person or entity has any
written or oral agreement, understanding, contract, option, or commitment or any
right or privilege from Sellers or Comsight to purchase, exchange, transfer or
otherwise acquire of any of the assets of Comsight or any Intellectual Property
of Sellers or Comsight.
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(k) All fixed assets, equipment, personal property and other assets
owned by Comsight are fully paid for and there are no outstanding conditional
sales contracts, mortgages or other liens or encumbrances on any of said
property.
(l) There are no suits, actions, claims, proceedings (including,
without limitation, arbitral or administrative proceedings) or investigations
pending or, to the knowledge of Comsight or Sellers, threatened against Comsight
or any Seller or their Intellectual Property, properties, assets or business or
pending or threatened against any of the officers, directors, employees, agents
or consultants of Comsight in connection with the business of Comsight. There
are no such suits, actions, claims, proceedings or investigations pending
against Comsight or any Seller challenging the validity or propriety of the
transactions contemplated by this Agreement. There is no judgment, order,
injunction, decree or award (whether issued by a court, an arbitrator or an
administrative agency) to which Comsight or any Seller is a party, or involving
their Intellectual Property, properties, assets or business, which is
unsatisfied or which requires their continuing compliance.
(m) Comsight and/or Sellers own all Intellectual Property necessary for
the operation of their businesses as presently conducted. Comsight and/or
Sellera own or are licensed or otherwise possess legally enforceable rights to
use all their Intellectual Property.
(n) Neither Comsight nor any Seller will as a result of the execution
and delivery of this Agreement and the consummation of the transactions under
this Agreement or otherwise, be in breach of any license, sublicense, joint
venture agreement, co-license agreement, or other agreement relating to their
Intellectual Property, including any license, sublicense, joint venture
agreement, co-license agreement or other agreement relating to any Intellectual
Property which either Comsight or any Seller is authorized to use by any third
party.
(o) Neither Comsight nor any Seller is aware of any fact which would
result in a finding that any of their Intellectual Property owned or applied for
either Comsight or any Seller is invalid or not subsisting. Comsight and Sellers
have not been sued in any suit, action, proceeding, or received any claim or
notice which involves a claim of infringement of any Intellectual Property of
any third party. Neither Comsight nor any Seller has any knowledge that any of
their Intellectual Property infringes any Intellectual Property of any third
person.
(p) Neither Comsight nor any Seller are liable as a guarantor or surety
in connection with the obligation of any other person, partnership, corporation
or other entity and no person has the power to confess judgment against either
Comsight or any Seller.
(q) Except as described in Schedule 3(q), Comsight is not a party to,
or subject to (i) any contract, arrangement or understanding, or series of
related contracts, arrangements or understandings, which involves annual
expenditures or receipts of more than $1,000; (ii) any note, indenture, credit
facility, mortgage, security agreement or other contract, arrangement or
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understanding relating to or evidencing indebtedness for money borrowed or a
security interest or mortgage in its assets; (iii) any guaranty; (iv) any
contract, arrangement or understanding relating to the acquisition, issuance or
transfer of any securities; (v) any contract, arrangement or understanding
relating to the acquisition, transfer, distribution, use, development, sharing
or license of any technology or Intellectual Property, (vi) any contract,
arrangement or understanding granting to any person the right to use any of its
property or property rights other than licenses granted in the ordinary course
of business with a term of less than one year; (vii) any contract, arrangement
or understanding restricting its right to (A) engage in any business activity or
compete with any business or (B) develop or distribute any technology or (viii)
any contract, arrangement or understanding relating to the employment of, or the
performance of services of, any employee, consultant or independent contractor
and pursuant to which it is required to pay more than $1,000 per year.
(r) All Intellectual Property purported to be owned by Comsight or any
Seller which were developed, worked on or otherwise held by any employee,
officer, consultant or otherwise are owned free and clear by Comsight or Sellers
by operation of law or have been validly assigned to Comsight or Sellers. All
services provided to Comsight or any Seller by third parties in respect of the
creation, modification or improvement of any Intellectual Property (including,
without limitation, software, hardware, copyrightable works and the like) have
been performed pursuant to agreements with Comsight and/or Sellers that assign
to Comsight and/or Sellers ownership of such Intellectual Property (either, in
the case of Intellectual Property that are copyrights, as a work for hire or
otherwise), each of which is a valid and binding agreement of the parties
thereto, enforceable in accordance with its terms
(s) Comsight and Sellers have taken all reasonable measures to protect
and preserve the security and confidentiality of their trade secrets and other
confidential information. None of such trade secrets and other confidential
information are part of the public domain or to the knowledge of Comsight and
Sellers have they been misappropriated by any person having an obligation to
maintain such trade secrets or other confidential information in confidence for
them. To the knowledge of Comsight and Sellers, no employee or consultant of
Comsight or any Seller has used any trade secrets or other confidential
information of any other person in the course of their work for Comsight or
Sellers.
(t) Except as disclosed in Schedule 3(t), Comsight or Sellers are the
exclusive owner of all right, title and interest in its or his Intellectual
Property and such Intellectual Property Rights are valid and in full force and
effect and no university, government agency (whether federal or state) or other
organization which sponsored research and development conducted by Comsight or
otherwise participated in any joint development projects with Comsight or
Sellers has any claim of right to or ownership of or other encumbrance upon the
Intellectual Property of Comsight or Sellers.
(u) except as described on Schedule 3(u), neither any Seller nor any
employees of Comsight or any Seller have any agreements or arrangements with
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current or former employers relating to (i) confidential information or trade
secrets of such employers, or (ii) the assignment of rights to any Intellectual
Property of Comsight or any seller. EXcept as described on Schedule 3(u),
neither any Seller nor Comsight nor any Seller employee is bound by any
consulting agreement relating to confidential information or trade secrets of
another entity.
All of the foregoing representations, warranties and agreements shall
survive the Closing Date.
4. Exclusions from Representations, Warranties and Agreements of
Sellers and Comsight. Notwithstanding anything contained in this Agreement to
the contrary Buyer hereby acknowledges that
(a) Comsight and/or Xiaolin Wu may have an existing income stream
derived from a jointly developed product known as CALIC. Nothing contained
herein shall require that such specific income stream be included as part of the
business or operations of Comsight or Xiaolin Wu included in the transactions
described herein.
(b) Nothing contained herein shall be deemed to apply to certain
software and other Intellectual Property associated with MPEG entropy coding
yielding approximately 30% more compression over current MPEG performance, with
application in broadband, internet, digital cameras and other related
applications.
5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER. Buyer hereby
represents, warrants and agrees with Sellers as follows:
(a) Buyer has full corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly approved by Buyer.
(b) This Agreement has been duly executed and delivered by Buyer and
constitutes its valid and binding Agreement, enforceable in accordance with its
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting the
enforcement of creditors' rights generally and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in law
or in equity.
(c) Immediately following the Closing Date, Buyer shall cause all
necessary action to be taken to appoint and elect Seller as an officer of
Comsight, reporting directly to R. Don Ashley, Chief Operating Officer of Buyer.
All of the foregoing representations, warranties and agreements shall
survive the Closing Date.
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6. FURTHER AGREEMENTS OF THE PARTIES.
(a) Buyer hereby agrees that for each commercially viable patent filed
by Buyer or Comsight from and after the date of this Agreement which was
developed by Xiaolin Wu, Xiaolin Wu shall be issued 600 shares of Buyer Common
Stock; provided, however, that the determination of commercially viable shall be
made solely by the Buyer's Intellectual Property Committee.
(b) Buyer hereby agrees to pay Xiaolin Wu a commission equal to 25% of
the gross sales derived from the sales of those Comsight technology products
(excluding video and audio codecs) existing as of the Closing Date.
Notwithstanding the foregoing, no such commissions shall be due or payable with
regard to Comsight technology products that include any modifications,
enhancements or changes from their existing state as of the Closing Date, the
intent of the parties being that any the entire profit from sales of any such
modified, enhanced or changed technology products shall belong exclusively to
the Buyer after the Closing Date.
(c) Buyer further agrees to pay Xiaolin Wu a commission equal to 60% of
the gross sales derived from the sale or licensing of Xiaolin Wu's audio codec
in the form existing as of the Closing Date. Notwithstanding the foregoing,
Xiaolin Wu agrees that any such sale or licensing of Xiaolin Wu's audio codec
shall not exclude Buyer from using the underlying sciences in its own present
and future products and systems and Xiaolin Wu agrees to make any such purchaser
or licensee aware of this proviso.
7. MISCELLANEOUS PROVISIONS.
(A) WAIVER. Except as otherwise provided in this Agreement, any failure
of any of the parties to comply with any obligation, covenant or agreement
contained herein may be waived only by a written notice from the party or
parties entitled to the benefits thereof. No failure by any party hereto to
exercise, and no delay in exercising, any right hereunder, shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or future exercise of that right by that party.
(B) NOTICES. All notices and other communications hereunder shall be
deemed given if given in writing and delivered personally, by registered or
certified mail, return receipt requested, postage prepaid, or by overnight
courier to the party to receive the same at its respective address (or at such
other address as may from time to time be designated by such party to the others
in accordance with this subsection).
(C) ASSIGNMENT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors, heirs, administrators, executors and personal
representatives and permitted assigns. Neither this Agreement nor any rights,
duties or obligations hereunder shall be assigned by any party hereto without
the prior written consent of the other parties hereto, except that vested rights
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to receive payment or to initiate legal action with respect to causes of action
that have accrued hereunder shall be assignable by devise, descent or operation
of law.
(D) PUBLIC ANNOUNCEMENTS. After the Closing Date Buyer shall be free to
issue any announcements or press releases regarding this Agreement and the
transactions contemplated herein as it in its sole discretion deems necessary or
appropriate.
(E) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(F) HEADINGS. The headings contained in this Agreement are solely for
convenience of reference, are not part of the agreement of the parties and shall
not be used in construing this Agreement or in any way affect the meaning or
interpretation of this Agreement.
(G) ENTIRE AGREEMENT. This Agreement, and the certificates and other
instruments and documents delivered pursuant hereto, together with the other
agreements referred to herein and to be entered into pursuant hereto, embody the
entire agreement of the parties hereto in respect of, and there are no other
agreements or understandings, written or oral, among the parties relating to,
the subject matter hereof. This Agreement supersedes all prior agreements and
understandings, written or oral, between the parties with respect to such
subject.
(H) GOVERNING LAW. The parties hereby agree that this Agreement, and
the respective rights, duties and obligations of the parties hereunder, shall be
governed by and construed in accordance with the laws of the State of Illinois.
Each of the parties hereby (i) irrevocably consents and agrees that any legal or
equitable action or proceeding arising under or in connection with this
Agreement shall be brought exclusively in the Federal or state courts sitting in
Chicago, Illinois, and any court to which an appeal may be taken in any such
litigation, and (ii) by execution and delivery of this Agreement, irrevocably
submits to and accepts, with respect to any such action or proceeding, for
itself and in respect of its properties and assets, generally and
unconditionally, the jurisdiction of the aforesaid courts, and irrevocably
waives any and all rights such party may now or hereafter have to object to such
jurisdiction.
(I) INDEMNIFICATION. Sellers hereby agree to indemnify and hold
harmless Buyer, its employees, agents, consultants and attorneys (herein, the
"Indemnified Parties") from and against any loss, expense, damage or injury
suffered or sustained by any of the Indemnified Parties by reason of any breach
or alleged breach of the terms, representations, warranties or covenants of this
Agreement by any Seller or Comsight or by reason of any breach or alleged breach
of the terms of any other agreement between the parties entered into in
furtherance of this Agreement, including, but not limited to any judgment,
award, settlement, attorneys' fees and other costs or expenses incurred in
connection with the bringing of any lawsuit for any breach or alleged breach of
this Agreement or incurred in connection with the defense of any actual or
threatened action, proceeding or claim arising, directly or indirectly, as a
result of the breach of this Agreement by any Seller or Comsight.
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(J) SEVERABILITY. In any case one or more of the provisions contained
in this Agreement should be invalid, illegal or unenforceable in any respect in
any jurisdiction, the validity, legality and enforceability of such provision or
provisions shall not in any way be affected or impaired thereby in any other
jurisdiction and the validity, legality and enforceability of the foregoing
provisions contained herein and therein shall not in any way be otherwise
affected or impaired thereby.
(K) BROKERAGE COMMISSIONS. The parties agree that there is no
commission due any broker or finder in connection with this Agreement or the
transactions contemplated herein.
(L) FEES AND EXPENSES. Each party hereto shall bear and pay all of
their own fees, costs and expenses relating to the transactions contemplated by
this Agreement, including, without limitation, the fees and expenses of their
respective counsel, accountants, brokers and financial advisors.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
Comsight Imaging Inc.
By:
Xiaolin Wu
Howard Wu
Linlin Zhao
Piranha, Inc.
By:
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LIST OF EXHIBITS AND SCHEDULES
Exhibit A. Non-Disclosure Agreement
Exhibit B. Employment Contract
Schedule 3(j). Third Party Acquisition Agreements
Schedule 3(q). Third Party Contracts
Schedule 3(t). Joint Ownership of Intellectual Property
Schedule 3(u). Trade Secret Agreements with Other Persons
