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JOINT VENTURE AGREEMENT
(a Nevada limited liability corporation)
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:
ARTICLE I. FORMATION
1.1 Definitions .
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 CTX/CYTL, LLC.
“ 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 Corporation.
“ 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.
ARTICLE II. FORMATION
2.1 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.
2.2 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”).
2.3 Registered Agent . The name of the Company’s registered agent shall be National Registered Agents, Inc.
ARTICLE III. OWNERSHIP INTERESTS
3.1 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 Interest ”).
ARTICLE IV. PURPOSE OF THE JOINT VENTURE
4.1 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 Agreement.
4.2 Contributions . Contributions of the Joint Venture shall b