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Some background on the UnifiedOnline Inc purchase of

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magnus_invest Member Level  Monday, 08/12/19 11:13:33 AM
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Some background on the UnifiedOnline Inc purchase of Chanbond LLC

1. Deirdre Leane sold Chanbond LLC to UnifiedOnline Inc.
This Agreement (this "Agreement"), is made as of October 27, 2015 (the "Effective Date"), by and among Deirdre Leane, an individual with an address of 2525 Carlisle St., Suite 439, Dallas, Texas 75201 ("Seller"), ChanBond, LLC, a Delaware limited liability company, of 2633 McKinney Ave., Suite 130-501, Dallas, Texas 75204 ("ChanBond") and UnifiedOnline, Inc., a Delaware corporation, of 4126 Leonard Drive, Fairfax, Virginia 22030 ("Purchaser"). The parties to this Agreement shall be referred to collectively herein as the "Parties" and separately as a "Party".

2. Chanbond has been legally delivered to UnifiedOnline Inc.
Sale and Purchase of Interests
Subject to the terms and conditions hereof, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser ChanBond and Purchaser shall purchase and accept the assignment, transfer conveyance and delivery of ChanBond from the Seller. Closing of Sale and Purchase of Interests; Covenants of Purchaser

2.1 Closing. The sale, assignment, transfer and delivery of ChanBond by the Seller and the purchase thereof by the Purchaser, shall take place at a closing, to be held remotely via the exchange of documents and signatures within one business day following the execution of this Agreement (the "Closing" and the "Closing Date," respectively).

2.2 Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

2.2.1 The Seller shall duly execute an interest assignment deed in the fonn
attached hereto as Schedule 2.2.1 (the "Transfer Deed") and shall deliver their respective Transfer Deed to Purchaser;

2.2.2 At Closing, ChanBond shall appoint William R. Carter, Jr. as sole
manager ("Manager") and thereafter Manager shall have sole and exclusive authority over the business of ChanBond.

2.2.3 Purchaser shall deliver to the Seller copies of resolutions of its Board of Directors in the form attached hereto as Schedule 2.2.3, approving., inter alia, the transactions contemplated hereunder and the issuance of the Shares (as defined below) by Purchaser to Seller.

2.2.4 The Collateral Agreements shall have been executed and delivered by the respective parties thereto.

2.2.5 Purchaser shall deliver to the Seller a validly executed share certificate for the Shares (as defined below) issuable in the name of the Seller in such amounts as shall be directed by Seller not less than 72 hours after the Closing.

2.2.6 Purchaser shall deliver to Seller evidence that each Required Approval (as defused below) has been obtained.

2.2.7 Seller, ChanBond and Purchaser shall have entered into the Common
Interest Agreement, in the form attached hereto as Schedule 2.2.7.

2.2.8 Purchaser shall deliver to Seller the Promissory Note (as defined below), in the form attached hereto as Schedule 2.2.




3. William R. Carter, Jr. does not own Chanbond LLC - William R. Carter, Jr. as sole manager ("Manager") and thereafter Manager shall have sole and exclusive authority over the business of ChanBond.

4. I highly doubt William R. Carter, Jr. is paying for the legal cost. According to the Chanbond LLC Contract. Chanbond LLC entered into a contract with Mishcon de Reya 4/20/15 and Bentham IMF Litigation Funding 9/9/15. This purchase agreement was made 10/27/2015
ChanBond, LLC - Mishcon de Reya Retention Agreement dated April 20, 2015
ChanBond, LLC — Bentham IMF Litigation Funding Agreement dated September 9, 2015

Check out: https://www.benthamimf.com/what-we-do/intellectual-property-funding

5. Payments/Considerations for Chanbond LLC failure to pay the $5MM on October 27, 2020 does not mean Deirdre Leane takes Chanbond LLC back but instead UnifiedOnline Inc will pay a monthly penalty until the promissory note is completed.

3.1 Cash Payment . Five million U.S. Dollars ($5,000,000) payable on or before October 27, 2020 (the "Cash Payment"). The obligation to make the Cash Payment shall be evidenced by Purchaser's promissory note (the "Promissory Note") in the form of Schedule 2.2.8 attached hereto; and

3.2 Shares Payment. Forty-four million, seven hundred thousand (44,700,000) shares of Purchaser's Common Stock (the "Shares") par value of $0.001 each.

however, that if this Note is not paid in full by the Maturity Date, the aggregate principal amount of this Note shall be increased by Twenty Five Thousand Dollars ($25,000.00) for each month such payment is delayed (or pro rata portion thereof) until paid in full (the "New Principal Balance").
....
....
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Upon the occurrence of an Event of Default, the entire unpaid and outstanding indebtedness due under this Note shall be immediately due and payable without notice and Holder shall be entitled to such additional rights and remedies as are provided by law.

Until the Note is paid in full, the Company shall be obligated to make payments on this Note to the Holder from 100% of any Net Revenues (as defused below) within thirty (30) calendar days after each calendar month commencing with the calendar month ending October 31, 2015.



6. Chanbond LLC and UnifiedOnline Inc share a legal bond.

"Net Revenues" shall mean the total aggregate Gross Recoveries less the total aggregate amount of costs and expenses - incurred by or on behalf of the Company in connection with the monetization, enforcement and/or sale of the Assigned Patent Rights of the ChanBond, LLC patent portfolio (described in Exhibit A) - which are exclusively limited to: (a) the reasonable fees and expenses of litigation counsel; (b) the reasonable fees and expenses of licensing counsel (c)the reasonable fees and expenses of any re-examination or other patent prosecution counsel; (d)reasonable expert fees, court costs, deposition costs and other reasonable costs and expenses related to the maintenance, prosecution, enforcement, and licensing of the Patents; and (e) the reasonable fees and expenses of any other advisors or agents which the Parties mutually agree are required and the repayment of litigation financing.


SCHEDULE 2.2.7
Common Interest Agreement
THIS COMMON INTEREST AGREEMENT ("Agreement") is entered into as of April 9, 2015, by and among ChanBond, LLC (the "Company") having its principal offices at 2633 McKinney Avenue, Suite 130-501, Dallas, Texas 75204; UnifiedOnline, Inc. ("UnifiedOnline"), having its principal offices at 4126 Leonard Drive, Fairfax, Virginia 22030; and Deirdre Leane ("Leane"), located at 2525 Carlisle Street, Suite 439, Dallas, Texas 75201.

i. Background.
1.1. Company, Unified and Leane are sometimes referred to herein as a "party" or the "parties" and are presently negotiating the closing of an agreement under which UnifiedOnline will purchase Company from Leane and continue to enforce and license patents and related rights owned by the Company "IP Rights" and the "Patent Matters" respectively).

1.2. The parties have a common legal interest in upholding the validity and enforceability of the IP Rights, for purposes of enforcement. The parties anticipate they will enforce inherent rights of the IP Rights against third parties through litigation. The parties have agreed to treat their communications and those of their counsel relating to the Patent Matters as protected by the common interest doctrine. Furtherance of the Patent Matters requires the exchange of proprietary documents and information, the joint development of legal strategies and the exchange of privileged information and attorney work product developed by the parties and their respective counsel.

2. Common Interest.

2.1. The parties have a common, joint and mutual legal interest in the monetization of valid and enforceable patents. In furtherance of that common interest, the parties will cooperate with each other, to the extent permitted by law, to share information protected by the attorney-client privilege, the work product doctrine, or other applicable privilege or immunity with respect to the Patent Matters. Any counsel or consultant retained by a party or their counsel to assist in the Patent Matters shall be bound by, and entitled to the benefits of this Agreement.



Set your minds at ease and review the purchase agreement for yourself.
https://www.sec.gov/Archives/edgar/data/1097718/000135448815005300/uoip_ex102.htm

Long UOIP,
~Magnus


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