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Replies to post #48293 on Greenshift Corporation (GERS)
Gers. I don't know if Winsness is directly associated with us anymore? If he isn't, those 2 Patents/Patent app's are of no use to Gers whatsoever? I hope I am wrong!!
WHEREAS, Buyer and Seller desire to form a joint venture utilizing JVCo in which Attis and CleanTech combine their respective efforts on terms which leverage the Parties’ combined intellectual property portfolio, technology development expertise, and Buyer’s financing capabilities and other resources to build value for each of their respective clients and shareholders, while enabling Seller and CleanTech to grow, to reduce debt, and to cover ongoing litigation and other costs in the Ordinary Course of Business;
WHEREAS, as a beneficial owner of Seller, Principal will be materially benefitted from Buyer’s performance of its obligations under this Agreement and the Transaction Documents, including, without limitation, Buyer’s agreements hereunder to pay the Earn-Out Payment to CleanTech in connection with the operation and growth of JVCo and to make an investment in Seller, the proceeds of which will be used, inter alia, to provide funds for Seller (i) to build, own and operate a facility based on the CleanTech IP, Attis IP and/or FLUX IP (“Seller Facility”), and (ii) to refinance and/or fully pay and satisfy Seller’s and CleanTech’s secured debt and other obligations subject and pursuant to the terms and conditions of this Agreement and the Transaction Documents;
ATTIS INNOVATIONS LLC (“Attis”), has acquired and developed intellectual properties which cover, inter alia, the conversion of products and co-products produced by processes covered by the CleanTech IP into value-added renewable alternatives for fossil fuel-derived products (“Attis IP”), and which have strong application potential in the corn ethanol industry (among others), the primary industry in which CleanTech has operated and in which CleanTech has many existing licensees and relationships, all of which could contribute materially to the development of Buyer’s and Attis’ business;
WHEREAS, JVCo is the direct and indirect owner, inter alia, of additional intellectual property rights that are complimentary to the CleanTech IP and the Attis IP, and which are comprised in part of the patented and patent-pending technologies itemized in Schedule 3.9.2 of the Seller Disclosure Schedule hereto (“FLUX IP”), including, without limitation, (i) methods for real-time data acquisition, verification, and analytics in renewable energy applications, (ii) methods of using blockchain to manage commodity risk in emerging carbon and agricultural markets, (iii) low temperature catalysis of carbon dioxide into renewable fuels, (iv) power production from low temperature thermal emissions, (v) self-charging electronic devices, and (vi) related know-how and Confidential Information;
WHEREAS, JVCo has good and marketable title to the JVCo Assets set forth in Section 3.9 of the Seller Disclosure Schedule attached hereto, which JVCo has acquired and developed for an aggregate cost of about $7,967,378;
