WAIVER, CONSENT AND RELEASE AGREEMENT
Ex 10-45
This
WAIVER, CONSENT AND RELEASE AGREEMENT (this "Agreement") is made
and
entered into as of June 1, 2005, by and
between PATRIOT SCIENTIFIC CORPORATION,
a Delaware corporation, (the "COMPANY"),
and Victor Gabourel, an individual
residing in San Diego County, California
(the "Rights Holder").
RECITALS
A.
WHEREAS, the Rights Holder holds warrants to purchase shares of
the
common stock, $0.00001 par value per share,
of the COMPANY (the "Warrants"),
purchased pursuant to that certain
Securities Purchase Agreement, dated as of
November 16, 2004, by and among the COMPANY
and the RIGHTS HOLDER (the
"Securities Purchase Agreement").
B.
WHEREAS, the COMPANY desires to enter into the transactions
contemplated by that certain Master
Agreement dated as of the date hereof, by
and among the COMPANY, Technology
Properties Limited, Inc., a California
corporation ("TPL") and Charles H. Moore
(such transactions referred to herein
as the "Proposed Transactions").
C.
WHEREAS, the Securities Purchase Agreement and the Warrants
include
provisions which may be implicated by the
Proposed Transactions, and which may
give the Rights Holder certain rights with
respect to the Proposed Transactions.
D.
WHEREAS, the COMPANY and the Rights Holder desire to facilitate
the
Proposed Transactions by entering into this
Agreement.
NOW,
THEREFORE, in consideration of the respective promises,
representations, warranties, covenants and
conditions contained in this
Agreement, the parties hereby agree as
follows:
1. Consent. Effective upon the receipt by
the Rights Holder of the consideration
pursuant to Section 2 of this Agreement,
the Rights Holder hereby consents to,
approves and ratifies the Proposed
Transactions and any and all actions taken
before, as of, or after the date hereof by
the COMPANY (and any person acting
for or on behalf of the COMPANY) in
connection with the Proposed Transactions.
2. Payment to Rights Holder. In
consideration of his covenants, promises, and
agreements set forth in this Agreement, the
Rights Holder shall be paid $96,000
by check to the address below upon the
closing of the Proposed Transactions. The
Rights Holder hereby acknowledges that such
consideration constitutes good,
valid and sufficient consideration in
exchange for the covenants, promises, and
agreements of the Rights Holder set forth
in this Agreement..
3. Amendment of Securities Purchase
Agreement. Effective as of the receipt of
consideration pursuant to Section 2 of this
Agreement, the Securities Purchase
Agreement shall be amended to remove
Section 4(l) in its entirety, and such
section shall be of no further force or
effect. The COMPANY and the Rights
Holder hereby acknowledge and agree that
this Agreement meets all of the
requirements for amendment of the
Securities Purchase Agreement provided in
Section 8(e) thereof.
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4. Representations and Warranties of Rights
Holder. In order to induce the
COMPANY to enter into this Agreement, the
Rights Holder represents and warrants
to the COMPANY as follows:
4.1 Full
Knowledge. The Rights Holder acknowledges and agrees that he is
fully aware of all of the terms and
conditions of the Proposed Transactions, and
that he has had an opportunity to discuss
such terms and conditions with COMPANY
representatives, and to ask any questions
he has deemed necessary.
4.2
Compliance with Law. The execution, delivery and performance by
the
Rights Holder of this Agreement and the
consummation of the transactions
contemplated hereby, will not cause the
Rights Holder to violate or contravene
(i) any provision of law, (ii) any rule or
regulation of any agency or
government, or (iii) any order, writ,
judgment, injunction, decree,
determination or award, to which he is
subject.
4.3
Authorization. When executed and delivered by the Rights Holder,
this
Agreement will constitute a valid and
legally binding obligation of the Rights
Holder enforceable in accordance with its
terms, except as may be limited by (i)
judicial principles respectin
