Replies to post #286046 on Spongetech Delivery Systems, Inc. (fka SPNGQ)

[scion]

(f) An acknowledgement from H.H. Brown Shoe Technologies, LLC (“H.H. Brown”) to the sale of the Membership Interests to the Purchaser, and an acknowledgement and confirmation from H.H. Brown that the Intellectual Property License Agreement effective November 30, 2007 by and between H.H. Brown and the Company (the “H.H. Brown License Agreement”) remains in force and effect as of the Closing Date, and that as of the Closing Date, the Company is not in breach of any of its material obligations under the H. H. Brown License Agreement.

EX-10.1 2 v154860_ex10-1.htm
Exhibit 10.1
MEMBERSHIP INTEREST PURCHASE AGREEMENT
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm

[loanranger]

OT,
This is that dead horse I was worried about.

You made a point of emphasizing:
"This part says 'the company' (SPNG) does own the patents, etc. etc., not the H.H. Brown Shoe Company. How about that:

"Spongetech Delivery Systems, Inc. (the "Company")"
8K for 7-9-09 Ex. 10-1. ""


However, the parties are defined in the heading of the agreement:
MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 9, 2009 by and among SPONGETECH DELIVERY SYSTEMS, INC., a Delaware corporation, having its principal office at 43 West 33rd Street, Suite 600, New York, New York 10001 (the "Purchaser"), DICON TECHNOLOGIES, LLC, a New Jersey limited liability company having its principal office at 100 Dicon Drive, Black Creek, Georgia 31308 (the “Company”), and WAYNE M. CELIA......(etc.)


And the section that you quote (4.13 Intangible Rights) is from the article entitled "ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS"

Pick a couple paragraphs from anywhere in the agreement and read 'em and it'll be clear.........the Company is Dicon.