Exhibit 10.5
PROVISIONAL PATENT ASSIGNMENT
THIS PATENT
ASSIGNMENT (this "Assignment") is executed and delivered as
of this 15th day of May, 2008
("Effective Date") by Chris Ryan, an American
citizen residing at 460 South
6th Ave, Suite 1205, Tucson Arizona
85701
("Assignor"), to and in favor of Extensions, Inc., a Nevada
corporation with its
principal office at 770 South Post
Oak Lane, Suite 330, Houston, TX 77056,
("Assignee").
WHEREAS, Assignor
wishes to assign to Assignee, and Assignee wishes to
obtain from Assignor, all of the Assignor's rights, title and
interest in and to
all of the inventions and patent
rights, including, but not limited to, the
United States and foreign patents,
set forth on Schedule A attached hereto
(collectively, the "Provisional Patents").
NOW, THEREFORE, for
5,000,000 shares of fully paid and non
assessable
shares of Extensions, Inc common
stock, par value .0001 and other good and
valuable consideration, the receipt
and sufficiency of which are
hereby
acknowledged, Assignor hereby sells,
assigns, transfers and sets over to
Assignee his entire right, title and interest in and to the
Provisional Patents,
listed on Exhibit A for the
United States and for all foreign countries,
including, without limitation, any
continuations, divisions,
continuations-in-part, reissues, reexaminations,
extensions or foreign
equivalents thereof, and including the subject matter of all
claims that may be
obtained therefrom, and all other
corresponding rights that are or may be
secured under the laws of the
United States or any foreign country, now or
hereafter in effect, for Assignee's own use and
enjoyment, and for the use and
enjoyment of Assignee's successors, assigns or other
legal representatives, at
least as fully and entirely as the
same would have been held and enjoyed by
Assignor if this
Assignment had not been made, together with all income,
royalties, damages or payments due
or payable as of the Effective Date or
thereafter, including, without limitation, all claims
for damages by reason of
past, present or future infringement or other
unauthorized use of the Patents,
with the right to sue for and collect the same
for its own use and enjoyment,
and for the use and enjoyment
of its successors, assigns or other legal
representatives.
Assignee hereby
recognizes that they will pursue the Provisional
Patent
Claims in the attached exhibits and
Assignor will authorize and requests the
Commissioner of Patents and
Trademarks, and the corresponding entities or
agencies in any applicable foreign countries, to record Assignee as
owner of the
Patents.
Assignor represents and warrants
that: (i) Assignor is the co-inventor and
50% owner of the entire right, title
and interest in and to the Provisional
Patents (including the corresponding rights set forth above),
free and clear of
any liens, security interests or other encumbrances of
any kind; (ii) Assignor
has the full right and authority to execute
this Assignment and to assign to
Assignee the rights assigned herein); and (iii)
Assignor has not executed, and
will not execute, any agreement
or other instrument in conflict herewith.
Assignor shall take
all further reasonable actions, and
provide to
Assignee, Assignee's successors, assigns or
other legal representatives, all
such reasonable cooperation and assistance (including,
without limitation, the
execution and delivery of any and all affidavits, declarations,
oaths, exhibits,
assignments, powers of attorney or other
documentation), requested by Assignee
to more fully and effectively
carry out the purposes of this Assignment,
including, without limitation, with
respect to the following: (1) the
preparation and prosecution of any applications
relating to any of the rights
assigned herein; (2) the prosecution or defense of any
interference, opposition,
reexamination, reissue, infringement or
other proceedings that may arise in
connection with any of the
rights assigned herein, including,
without
limitation, testifying as to any
facts relating to the Patents and this
Assignment; (3) obtaining by
Assignee of any additional patent protection
relating to any of the rights assigned herein that Assignee may
deem appropriate
