(a Nevada limited liability
This AMENDED JOINT VENTURE AGREEMENT (this
“ Agreement ”), is entered into as of August 16,
2011 by and between ContentX Technologies, LLC a California limited
liability company with an address at 19700 Fairchild, Ste. 260,
Irvine, CA 92612 (“ ContentX ”) and Cybermesh
International Corporation, a Nevada corporation with an address at
2715 Indian Farm Ln NW, Albuquerque NM 87107
(“Cybermesh”) (Cybermesh and together with ContentX,
the “ Members ” each a “ Member
”), pursuant to the laws of the State of Nevada.
WHEREAS, the Members desire to enter into a
joint venture relating to a joint venture to license software
designed to recapture royalties for unauthorized computer downloads
of copyrighted material on the Internet as more fully described
herein (the “ Business ”); and
WHEREAS, the Members desire to establish the
terms and conditions of the contemplated project and enter into
various agreements relating to their respective rights,
responsibilities, and involvement therein;
NOW THEREFORE, in consideration of the terms and
provisions set forth herein, the mutual benefits to be gained by
the performance thereof and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Members hereby agree as follows:
When used in this Agreement, the following
capitalized terms shall have the meanings set forth in this
Section, unless the context requires otherwise:
“ Business ” shall mean
the representation of copyrighted materials for the purpose of
monetizing illegal downloads made on the Internet.
“ Cybermesh Common Stock ”
shall mean the common stock of Cybermesh International Corporation
par value $0.001 per share.
“ Company ” shall mean
“ Confidential Information ”
shall have the meaning set forth in Section 9.3 herein.
“ Joint Venture ” shall have
the meaning set forth in the recitals herein.
“ Co-Managing Members ” shall
mean ContentX Technologies, LLC and Cybermesh International
“ Member(s) ” shall have the
meaning set forth in the preamble.
“ Related Agreements ”
means the License Agreement, and any other agreements related to
the contemplated transactions herein.
Formation . Simultaneous with the execution of
this Agreement, the Members shall cause the Company to be organized
and incorporated as a limited liability corporation under the laws
of the State of Nevada.
Name and Principal Place of Business . The name
of the Company shall be CTX/CYTL, LLC, with a principal place of
business at 19700 Fairchild, Ste. 260, Irvine, CA 92612
(“CTX/CYTL” or the “Company”).
Registered Agent . The name of the
Company’s registered agent shall be National Registered
III. OWNERSHIP INTERESTS
Ownership Interests . Each of the Members will
have an ownership interest in the Company as set forth on
Schedule 3.1 attached hereto (the “ Ownership
IV. PURPOSE OF THE JOINT
Purpose . The Members agree that the purpose of
this Joint Venture is for joint development of the Company pursuant
to the terms of this Agreement; provided however, that nothing in
this Article IV shall be interpreted or construed to constitute
limitations on any of the contemplated transactions in this
Contributions . Contributions of the Joint
Venture shall b