This is Deirdre Leane selling to Rob Howe.
That is, ChanBond LLC to UnifiedOnline, Inc (UOIP).
They must've had a deal worked-out with Carter taking immediate control and formed umbrella with common shareholders included, since that's what everyone has.
Probably part of agreement with Deirdre, noteholders, inventors, Rob (widow), accredited investors, etc.
On the Closing Date, pursuant to the Agreement, the Seller executed an interest assignment deed which assigned, transferred and conveyed all of its membership interests in ChanBond to the Company and ChanBond appointed William R. Carter, Jr. (a related party to the Company) as sole manager (“Manager”) who shall have sole and exclusive authority over the business of ChanBond.
1st Q: Yes, this would be one of the links.
The current legal business structure of UOIP is:
- UnifiedOnline, LLC (Carter) has controlling interest in UOIP, but is removed legally from UOIP, Inc.'s daily decisions.
- UnifiedOnline, Inc (UOIP) is a subsidiary of UnifiedOnline, LLC.
- ChanBond, LLC is subsidary of UnifiedOnline, Inc. (UOIP).
It is my understanding all proceeds must flow from:
1) ChanBond, LLC. to
2) UnifiedOnline, Inc. (UOIP common) to
3) UnifiedOnline, LLC.
2nd Q: My interpretation of "2.1" is both parties have obligation to uphold agreement, to work together to enforce patents, to obtain money or settlement for patents and what they share is protected work product.
It also appears some additional legalese is there which protects the common shares, via some of the clauses by "Seller" (Deirdre Leane).
This is probably the reason, "ChanBond wins, common shareholders win".
JMEG&O (educated guess & opinion),
TGIF, Scruff
P.S. Another very good find. (Not in SEC 10Q).
