Appendix
2
Exclusive License Agreement
This Exclusive
License Agreement (this “ Agreement ”) is made
by and among:
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Jumbo Power
Technology Ltd., whose registered office is at Units 803-5, 8/F,
Nan Fung Tower, 173 Des Voeux Road, Central HK (“ JPT
”);
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Liao Pheng-Piao
( 廖丰
标
), holder of Taiwan Passport No.
[ ]
(the “ Holder ”)
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Liu Chih-Chun
( 刘志春
), holder of Taiwan Passport No.
[ ] (the
“ Holder ”)
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(JPT, Liao
Pheng- Piao and Liu Chih Chun shall be jointly referred to as the
“ Licenso r”)
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Trussnet
Capital Partners (HK) Ltd., whose registered office is at Flat/RM
M202, Haleson Building, 1 Jubilee Street, Central HK (the “
Licensee ")
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The aforesaid
parties shall be referred to individually as a "Party", and
collectively as the "Parties".
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The Holders
jointly own the patent or are the applicant for the registration of
the patent as described and documented in Annex 1 hereto, and hold
the know-how in relation to the production of LED products (the
patents and know-how are hereinafter referred to as “
Intellectual Property ”);
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JPT has been
granted exclusive right for the use of the Intellectual Property by
the Holders;
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The Parties
entered into a Share Subscription and Shareholders Agreement on
December [ ], 2008, according to
which JPT shall sub-license the Intellectual Property to the
Licensee as contribution in kind in consideration for the issuance
of shares of the Licensee; and
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This Agreement
is made pursuant to the Share Subscription and Shareholders
Agreement to set forth the terms and conditions for the license of
Intellectual Property by the Licensor to the Licensee.
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Article
1 Intellectual
Property License
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The Licensor
hereby grants to the Licensee, including the Licensee’s
subsidiaries and affiliated companies, the right to use the
Intellectual Property pursuant to the terms and conditions set
forth in this Agreement.
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The right thus
granted by the Licensor to the Licensee is exclusive and
non-transferable.
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Without the
Licensor’s prior consent, the Licensee shall not transfer or
sub-license the Intellectual Property to a third party other than
the Licensee’s subsidiaries and affiliated
companies.
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Article
2 Use
of Intellectual Property
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The Licensee
shall conform to the applicable laws and regulations, and
appropriately use the Intellectual Property in accordance with the
guidelines provided by the Licensor.
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The Licensee
may, during the term of this Agreement, develop intellectual
property (“ Foreground Intellectual Property ”)
which are created based on and by using the Intellectual Property
and exploit in any possible ways (including but not limited to
modify, reproduce, adapt, translate, and variation).
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The Parties
agree that the Foreground Intellectual Property shall be the sole
property of the Licensee and the Licensor shall not apply for the
registration of Foreground Intellectual Property.
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The Licensor
shall communicate to the Licensee the know-how and other techniques
contained in the Intellectual Property by training and other
possible method.
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In
consideration for the license granted by the Licensor described in
Article 1, the Licensee shall issue 3,181,818,181 ordinary shares
at US$0.001 par value in accordance with the Share Subscription and
Shareholders Agreement.
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The license
shall be free of royalty.
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Article
4 Warranties
and Undertakings
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The Licensor
warrants to the Licensee that the Licensor is the legal proprietor
of the Intellectual Property and that it has the right to authorize
the Licensee to use the Intellectual Property. The Licensor further
warrants that the Intellectual Property does not violate the
intellectual property right of any third party.
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The Licensor
shall provide to the Licensee all necessary aids in order to assist
the Licensee to use smoothly the Intellectual Property.
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The Licensor
has not and will not authorize any third party to use the
Intellectual Property
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The Licensor
warrants and undertakes that the Intellectual Property is free of
any encumbrance, and it will not create any encumbrance on the
rights over the Intellectual Property during the term of this
Agreement.
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The Licensor
shall carry out and obtain, on time and at its costs, the extension
of the registration of the Intellectual Property during the term of
this Agreement.
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The Licensee
hereby agrees to provide the Licensor with any reasonable
assistance to protect the Intellectual Prope
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