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Re: monte1946 post# 36918

Friday, 10/24/2014 3:21:40 PM

Friday, October 24, 2014 3:21:40 PM

Post# of 57329
The only reason IBM is even discussed is because Rich conned Vivisimo, by using a conversion clause, the debt converts to shares if YIPI didnt pay in cash with 4% interest for the license agreement. Unknown to Vivisimo was that Rich planned on de -registering the company right after signing the agreement. You can bet that they wouldnt have agreed knowing the company was going to be de-registered. If Rich was going to be good on the terms he could have paid Vivisimo on the first installment in may 2011, he didnt, he let it convert to shares. He also could have paid the second tranche in May 2012, but didnt and let it convert to shares.

The terms negotiated were quite favorable for Rich because he hasnt breached the contract, unfortunately for Vivisimo they should have written in a clause to protect them from YIPI being de-registered.

Vivisimo was acquired by IBM and all of it's assets which include the worthless YIPI shares. IBM doesnt even acknowledge these "assets" anywhere in their filings and never will. IBM doesnt have a direct connection to YIPI, it didnt buy the shares from YIPI and it certainly wasnt interested in YIPI.

Claiming anything to do with IBM is also another case of exaggeration of information:

On May 17, 2010, the Company entered into a license agreement with Vivisimo, Inc. (“Vivisimo”)
granting the Company a non-exclusive, world-wide right to the use of “Velocity,” a software
information optimization platform that unifies access to secure business repositories, presents relevant
information and enables knowledge sharing across an enterprise, for use in connection with computer
applications currently being developed by the Company. In connection with the license agreement, the
Company acquired the domain Clusty.com, a metasearch engine, and all sub-domains and scripts related
thereto, pursuant to a purchase agreement. Vivisimo agreed not to compete with the Company in the
consumer search area for a period of two years. Total consideration paid to Vivisimo under the purchase
agreement and license agreement was approximately $5,550,000 (the “Acquisition Price”). The
Acquisition Price includes two cash payments and the issuance by the Company to Vivisimo of two
convertible promissory notes, each bearing interest at a rate of 4% per annum (together, the
“Notes”). Vivisimo may, at the maturity of either or both Notes, elect to convert the principal and
interest then due into shares of the Company?s common stock (“Conversion Shares”) at a price of $2.00
per Share. If full conversion occurs, Vivisimo would hold approximately 10% of the outstanding equity
of the Company based upon the Company?s current capitalization. Subsequent to year end the final
payment and interest amounts under the Notes have been withheld pending the correction of
performance based issues with the software under license.



IBM came into the picture in 2012 when it acquired Vivisimo and those shares mentioned above.