Zerify Inc (ZRFY)

[RDY2ROCK]

ASSET PURCHASE and LICENSING AGREEMENT (APLA)

https://www.sec.gov/Archives/edgar/data/1285543/000147793215005633/sfor_ex21.htm

1.1.5.1.) Until September 30, 2020, even if the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is executed and paid in full prior to that time, CSI shall be obligated to pay to STI the Percentage Payment (as defined in paragraph 3.1.3.4, below); however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4, below, shall be modified to be 20%.

.1.11.1.) Until September 30, 2020, even if the the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is executed and paid in full, CSI shall be obligated to pay to STI the Percentage Payment (as defined in paragraph 3.1.3.4, below); however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4, below, shall be modified to be 20%.

3.1.3.4.3) If the Net Amount Received referenced in paragraph 3.1.3.4, above, includes revenue from the sale or licensing of STI’s ProtectID software (or a white label version thereof), then for all such Net Amount(s) Received, the fifteen percent (15%) Percentage Payment referenced in paragraph 3.1.3.4, above, shall be modified to twenty percent (20%).

https://www.sec.gov/Archives/edgar/data/1285543/000147793215005633/sfor_ex22.htm

Pursuant to the APLA, Distributor/Reseller shall pay StrikeForce Until the Asset Purchase Promissory Note is executed and paid in full, Distributor/Reseller shall be obligated to pay to StrikeForce the Percentage Payment; however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4 of the APLA, shall be modified to be 20%.

The Percentage Payment shall be payable to STI by the 15th of each month for all Malware Suite licenses which Distributor/Reseller was paid for in the prior month.

Following payment in full of the Promissory Note, as Distributor/Reseller will own the “GuardedID” and “MobileTrust” software and the underlying patents, subject to paragraph 1.1.5.4 of the APLA, the Percentage Payment obligation will continue to be paid until September 30, 2020, when the Percentage Payment obligation will be terminated in regard to the GuardedID and Mobile Trust software and underlying patents