EXHIBIT 2.1

ASSET PURCHASE and LICENSING AGREEMENT

August 24, 2015

StrikeForce Technologies, Inc

Sale of Specific Assets

 to

Cyber Safety, Inc.

ASSET PURCHASE and LICENSING AGREEMENT

THIS ASSET PURCHASE and LICENSING AGREEMENT (this “Agreement”) is made this 24TH day of August, 2015, by and among StrikeForce Technologies, Inc., a Wyoming corporation (the “ STI ”), and Cyber Safety, Inc., a New York corporation (the “ CSI ”).

RECITALS:

A.	STI and CSI may hereafter be referred to as the Parties and capitalized terms are used as defined within this agreement.
B.	STI is engaged in the business of developing, marketing, licensing and selling computer software, including certain programs commonly known as GuardedID and MobileTrust (the “ STI Keylogger Products ”) which CSI desires to purchase.
C.	STI also owns software commonly known as ProtectID which CSI desires to license.
D.	CSI desires to retain STI to develop “white label” (i.e., replace STI indicia with CSI indicia except for a standard fineprint acknowledgment “under license from STI” in the software and license documentation) versions of the GuardedID, MobilTrust and ProtectID software (individually or collectively hereafter referred to as the “ White Label Products ”), and to develop software incorporating the White Label Products in a white label dashboard environment (the “ Dashboard Suite ”) (one or more of the White Label Products and/or the Dashboard Suite referred to hereafter as the “ Malware Protect Suite ” which may reference one or more of the White Label Products and/or the Dashboard Suite as the case may be).
E.	STI desires to sell and the CSI desires to purchase the patents and Intellectual Property related to the GuardedID and MobileTrust software in accordance with the terms and conditions of this Agreement.
F.	STI desires to license from CSI the right to sell and license the GuardID and MobileTrust software components of the Malware Suite following CSI’s purchase thereof.
G.	CSI desires to license from STI the right to distribute/sub-license the ProtectID software and include it in the Malware Suite.

 

2

AGREEMENT:

NOW, THEREFORE , in consideration of the payments herein provided for and the covenants herein contained, the parties hereby agree as follows.

ARTICLE 1.

DEVELOPMENT and LICENSING OF SOFTWARE

1.1. STI agrees to develop (on an “OEM” work for hire basis) unique software for CSI as follow:

1.1.1.) “white label/CSI” versions of its “GuardedID” software product for $10,000.00, “MobileTrust” software product for $10,000.00 and “ProtectID” software product for a fee to be agreed upon.

1.1.1.1.) STI acknowledges receipt of $10,000 paid by CSI on August 17, 2015, for STI to immediately begin development of the GuardedID White Label version.

1.1.1.2.) STI acknowledges that it is to use best reasonable efforts to complete the GuardedID White Label Product development on or before September 18, 2015, or as soon thereafter as reasonably possible.

1.1.2.) STI shall begin development of the MobileTrust White Label version when CSI delivers payment of a $10,000 fee and written direction to STI to begin development of such additional White Label product, and estimated development time thereof shall then be agreed upon.

1.1.3.) The fee for development of the ProtectID White Label version shall be agreed upon by the parties at the time CSI requests such development, and such fee shall be based on STI’s incremental variable costs incurred in that development process, and estimated development time thereof shall then also be agreed upon.

1.1.4.) STI shall license CSI to use, distribute and sub-license the GuardedID, MobileTrust and ProtectID products until such time as each white label version of said products is completed and accepted by CSI, and thereafter the license shall continue in regard to the white label versions of each product with license fees on the same basis as those provided below for the Malware Suite, with fees payable thereunder, in any event, until September 30, 2020.. See attached Schedule 1.1.4, Licensing Agreement.

1.1.5.) STI shall license the Malware Suite to CSI on an exclusive basis in perpetuity on the following terms:

1.1.5.1.) Until September 30, 2020, even if the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is executed and paid in full prior to that time, CSI shall be obligated to pay to STI the Percentage Payment (as defined in paragraph 3.1.3.4, below); however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4, below, shall be modified to be 20%.

1.1.5.2.) The Percentage Payment shall be payable to STI by the 15th of each month for all Malware Suite licenses which CSI was paid for in the prior month.

1.1.5.3.) Following payment in full of the Promissory Note, as CSI will own the “GuardedID” and “MobileTrust” software and the underlying patents, subject to 1.1.5.4, below, the Percentage Payment obligation will continue until September 30, 2020, and then be terminated.

1.1.5.4.) Following September 30, 2020, even if the Asset Purchase Promissory Note (see paragraph 3.1.3, below) has been paid in full, in regard to CSI Net Amount Received (as defined in paragraph 3.1.3.4, below) received in regard to sale or licensing of the White Label Products which include the ProtectID software product, CSI shall pay to STI fifteen percent (15%) of one-half (1/2; i.e., 50.00%) of the CSI Net Amount Received (as defined in paragraph 3.1.3.4, below).

1.1.6.) Upon written request of CSI (the “Commencement Date”), to develop a unique version of the White Label Products to include “dashboard” software (with the dashboard functions to be described by CSI) to be packaged as a software suite (collectively hereafter referred to as the “Dashboard Suite” and which shall be included in the Malware Suite references);

1.1.7.) STI to use best efforts to complete development of the Dashboard Suite within 90-120 days of the Commencement Date;

1.1.8.) CSI shall pay STI for the costs of development of the Dashboard Suite at an hourly rate of $60.00, with ongoing bi-weekly invoices for such services payable within 10 business days of CSI receipt of such invoices.

1.1.9.) CSI shall not be liable for Dashboard Suite development time in excess of 2,000 hours, unless CSI requests special features to be included, which STI advises in writing within two business days of receiving such request(s) that including such special features will require hours exceeding the 2,000 limit; in which event CSI and STI must agree on how many additional development hours for which CSI will be liable.

1.1.10.) all programming/development work shall be deemed work for hire on behalf of CSI and be the property of CSI upon acceptance of the developed software.

1.1.11.) Upon acceptance of the developed Dashboard Suite by CSI, STI shall license CSI for use, sale and licensing of the “Dashboard Suite” software on an exclusive basis in perpetuity as follows:

1.1.11.1.) Until September 30, 2020, even if the the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is executed and paid in full, CSI shall be obligated to pay to STI the Percentage Payment (as defined in paragraph 3.1.3.4, below); however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4, below, shall be modified to be 20%.

1.1.11.2.) The Percentage Payment shall be payable to STI by the 15th of each month for all Malware Suite licenses which CSI was paid for in the prior month.

1.1.11.3.) Following payment in full of the Asset Purchase Promissory Note, as CSI will own the “GuardedID” and “MobileTrust” software and the underlying patents, subject to 1.1.11.4 below, the Percentage Payment obligation will continue until September 30, 2020, and then be terminated.

1.1.11.4.) Following September 30, 2020, even if payment in full of the Promissory Note has been made, in regard to CSI Net Amount Received (as defined in paragraph 3.1.3.4, below) received in regard to sale or licensing of the of White Label Products which include the ProtectID software product, CSI shall pay to STI amounts equal to fifteen percent of one-half (1/2; i.e., 50.00%) of the CSI Net Amount Received (as defined in paragraph 3.1.3.4, below).

1.2. Until such time as the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is paid in full:

1.2.1.) STI will only renew and/or issue new licenses or sub-licenses on the same terms as provided in the sample Distributor and Reseller Agreement previously provided to CSI with renewal and/or new license terms not to exceed one year, and excluding enterprise sales/licensing and minimum pricing for the GuardedID or MobileTrust products of not less than $9.99 each (i.e., wholesale or retail pricing per product is at least $9.99).

1.2.2.) STI shall agree to only issue licenses or sub-licenses for direct retail or endpoint retail sales/licensing of the “GuardedID” and/or “MobileTrust” software; i.e., non-retail licensing shall only be allowed for endpoint sale/licensing to retail customers; e.g., a non- retail sale/license to BestBuy for sale/licensing of the software to their retail customers.

1.2.3.) STI shall retain all sub-license fees received. STI’s right to retain all sub-license fees shall terminate upon final payment of the Asset Purchase Promissory Note (see paragraph 3.1.3, below) by CSI; thereafter, STI shall be obligated to pay CSI a license fee equal to fifteen percent (15%) for each GuardID or MobileTrust component sold or sub-licensed.

1.3. Following payment in full of the Asset Purchase Promissory Note (see paragraph 3.1.3, below), after which CSI will own the patents and Intellectual Property underlying STI’s GuardedID and MobileTrust products, CSI agrees to license STI on a non-exclusive basis in perpetuity (the “ STI Keylogger Products License ”)for the use and right to sub-license and market the STI Keylogger Products as STI products, with the addition/inclusion of a standard “under license from CSI” fineprint acknowledgment in the software and sub-licensing documentation. See attached Schedule 1.3; STI Keylogger Products License .

1.3.1.) Until such time as the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is paid in full, STI shall retain 100% of its licensing and/or sub-licensing receipts, however, upon payment in full of the Asset Purchase Promissory Note (see paragraph 3.1.3, below), StrikeForce shall thereafter be obligated to pay CSI fifteen percent (15%) of the gross license or sub-license amount received by StrikeForce for each license or sub-license issued.

1.3.2.) The STI Keylogger Products License to be granted shall limit the right to market and sub-license the STI Keylogger Products for direct retail or endpoint retail sales/licensing of the “GuardedID” and/or “MobileTrust” software; i.e., non-retail licensing shall only be allowed for endpoint sale/licensing to retail customers; e.g., a non-retail sale/license to BestBuy for sale/licensing of the software to their retail customers for terms not exceed one year.

1.3.3.) The STI Keylogger Products License shall also limit the right to market, license or sell either of the STI Keylogger Products for less than $9.99 each per year.

1.3.4.) STI agrees that in conjunction with the Execution of this Agreement, it will not renew or enter into future licensing agreements for either of the STI Keylogger Products, including the “SDK” versions, for less than $9.99 per product per year.

1.3.5.) STI shall be responsible for all maintenance, enhancement, updates and customer support of the GuardID and MobileTrust component of the Malware Suite so long as it markets and sub-licenses those components.

ARTICLE 2.

CSI LOAN(S) TO STI

2.1. In conjunction with, and as consideration for, the licensing and option to purchase terms herein, CSI agrees to loan funds to STI on the following terms:

2.1.1.) CSI agrees to loan an aggregate of $300,000.00 (the “ Interim Loan ”) to STI in conjunction with the execution of this Agreement as follows:

2.1.1.1.) $75,000.00 on the date of execution of this Agreement (the “ Loan Date ”);

2.1.1.2.) An additional $75,000.00 on the 30th, 60th and 90th day following the Loan Date, totaling an additional $225,000.00 for an aggregate total loan of $300,000.00.

2.1.1.3.) CSI may, wholly in its discretion, loan one or two additional $75,000.00 amounts at the 120th and/or 150th day following the Loan Date (the “ Additional Interim Loan ”) potentially bringing the aggregate loan total to $375,000.00 or $450,000.00.

2.1.1.4.) The outstanding loan balance shall be repaid without interest within 365 days of the last loan disbursement from CSI to STI for the Interim Loan, or, if applicable, the last loan disbursement for the Additional Interim Loan.

2.1.1.5.) The outstanding loan balance of the Interim Loan and the Additional Interim Loan, if applicable, may be prepaid without penalty if STI determines in its sole discretion that it has sufficient funds to do so.

2.1.1.6.) STI shall execute a promissory note reflecting these paragraph 2. terms (the “ Interim Loan Promissory Note ”), and shall provide that in the event STI does not pay off the outstanding loan balance of the Interim Loan and the Additional Interim Loan, if applicable, within the 365 days referenced in paragraph 2.1.1.4, above, then CSI shall have the option to either:

2.1.1.6.1) If CSI has exercised its option to purchase the Assets (as defined in paragraph 3.1.1, below), then CSI may elect that the outstanding Interim Loan and Additional Interim Loan amount(s) shall be set off against the balance due on the Asset Purchase Promissory Note (see paragraph 3.1.3, below); or

2.1.1.6.2) If CSI has not exercised its option to purchase the Assets (as defined in paragraph 3.1.1, below), then CSI may elect to apply the balance due on the Interim Loan and Additional Interim Loan, if applicable, as payment in full for a perpetual royalty-free license for the Malware Suite and the software and products included therein.

2.1.1.7.) STI agrees to secure the repayment of the Interim Loan, and Additional Interim Loan, if applicable, by granting a security interest in the Assets (as defined in paragraph 3.1.1, below).

2.1.1.8.) STI agrees to promptly execute any and all documents CSI may reasonably request in order to fulfil the intent of this Agreement, including, and not by way of limitation, a Promissory Note, Security Agreement and UCC Financing Statements.

2.1.1.9.) STI further agrees to execute from time to time such documents as CSI may reasonably request to carry out the intent of this Agreement.

2.2. STI shall retain a qualified valuation expert (the “Valuation Expert”) of its choice to secure a fairness opinion regarding the value of the Assets (as defined in paragraph 3.1.1, below) which CSI will have the option to purchase (the “ Fairness Opinion ”).

2.2.1.) STI and CSI each agree to pay 50% of the cost of the Fairness Opinion.

2.2.1.1.) CSI agrees to Loan 50% of the cost of the Fairness Opinion (the “ Fairness Opinion Loan ”) to STI, and to pay the Fairness Opinion Loan proceeds directly to the Valuation Expert on STI’s behalf.

2.2.1.2.) CSI shall pay its 50% of the cost of the Fairness Opinion directly to the Valuation Expert.

2.2.2.) STI agrees that in the event CSI exercises its option to purchase the Assets (as defined in paragraph 3.1.1, below), then STI agrees to repay 50% of the Fairness Opinion Loan at the same time and on the same terms as the requirements for repayment of the Interim Loan and Additional Interim Loan, if applicable.

2.2.3.) CSI agrees that in the event CSI does not exercise its option to purchase the Assets (as defined in paragraph 3.1.1, below), then the Fairness Opinion Loan shall be forgiven.

ARTICLE 3.

OPTION TO PURCHASE ASSETS

3.1. On the terms and subject to the conditions of this Agreement, and for the consideration of CSI loaning funds pursuant to Article 2, above, STI hereby grants to CSI an option (the “ Option ”) to purchase the Assets (as defined in paragraph 3.1.1, below) on the terms set forth below:

3.1.1.) Upon exercise of the Option, STI sells, assigns, transfers and conveys to CSI, free and clear of any and all liens, claims, pledges, encumbrances, mortgages, security interests and charges of any kind (collectively, “ Liens ”) other than as specifically set forth herein, all of STI’s right, title and interest in and to the following assets (collectively, the “ Assets ”).

3.1.1.1.) “ Intellectual Property ” shall include, without limitation, any or all of the following and all rights associated with the Malware Suite, GuardID and/or MobileTrust and/or Dashboard software programs including: (a) all domestic and foreign patents, and applications therefore, and all reissues, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements; (c) trade secrets, confidential and proprietary information, know how, technology, technical data and customer lists, financial and marketing data, pricing and cost information, business and marketing plans, databases and compilations of data, rights of privacy and publicity, and all documentation relating to any of the foregoing; (d) all copyrights, copyright registrations and applications therefore, unregistered copyrights, and all other rights corresponding thereto throughout the world; (e) all mask works, mask work registrations and applications therefore; (f) all industrial designs and any registrations and applications therefore; (g) all Software names (other than GuardedID and MobileTrust), logos, trade dress, common law trademarks and service marks, trademark and service mark registrations and applications therefore and all goodwill associated therewith; (h) all computer software including all source code, object code, firmware, development tools, files, records and data, all media on which any of the foregoing is recorded, and all documentation related to any of the foregoing.

3.1.1.2.) “ Intellectual Property of STI ” shall mean any Intellectual Property that: (a) is owned by or exclusively licensed to STI, or (b) which is used in the Malware Suite.

3.1.1.3.) The Malware Suite Patents and Documentation. All of STI’s rights and interests of any nature in the computer software programs, and Intellectual Property related thereto, referred to herein as the Malware Suite, including, but not limited to, specifically the following patents: 1) GuardedID patents numbered 8,566,608, 8732,483, 8,973,107, 2) MobileTrust patent application number 20140281549, 3) the Windows and Apple Mac Versions of the GuardedID software, 4) the Windows version of GuardedID SDK software, 5) the Apple iPhone/iPad versions and Android Smartphone/tablet versions of the MobileTrust software, and 6) the Apple iPhone/iPad versions and Android Smartphone/tablet versions of the MobileTrust SDK software) and all related Intellectual Property (all of the preceding collectively referred to as the “ Malware Suite Patents ”).

3.1.1.4.) Contracts. Copies of all contracts and agreements (written or memoranda regarding verbal agreements, if any) which are in force and effect as of the Closing Date related to the Malware Suite software, including sales, reseller, distribution or licensing agreements in force, or which have not been expressly terminated (the “ Contracts ”);

3.1.1.5.) Licenses. The license interests in code, programming and/or software purchased and/or licensed from third parties included or incorporated in the Malware Suite, including, but not limited to, as identified on Schedule 3.1.1.5., attached hereto (the “ Assigned Licenses ”).

3.1.1.6.) Tangible Property. All Malware Suite related tangible property (the “ Tangible Property ”), as identified on Schedule 3.1.1.6.;

3.1.1.7.) Intangible Property. All Malware Suite related intangible property, computer software, patents, copyrights, trademark, trade names and service names (excluding the GuardedID and MobileTrust names), including, but not limited to, as identified on Schedule 3.1.1.7. (the “Intangible Property”);

3.1.1.8.) Lists and Records. Copies of all of STI’s books and records, manufacturer, customer and supplier lists, sales and promotional materials, cost and shipping records, research and development reports and records, production reports and records, service and warranty records, operating guides and manuals, advertising materials, computer programs, studies, reports, correspondence and other lists and documents of STI primarily or exclusively related to the Malware Suite software (the “ Lists and Records ”).

3.1.1.9.) The Assets shall be free and clear of any and all liens or encumbrances except those identified on Exhibit 3.1.1.9., attached hereto, all of which shall be paid in full and released prior to, or in conjunction with, final payment of the Asset Purchase Promissory Note (see paragraph 3.1.3, below);

3.1.2.) STI hereby grants to CSI an option to purchase the Assets on the following terms:

3.1.2.1.) At such time as CSI exercises the Option to purchase the Assets, STI shall execute without dates all documents reasonably necessary to sell, assign and transfer the Assets to CSI (the “ Asset Sale and Assignment Documents ”), and the Asset Sale and Assignment Documents shall be deposited with an escrow agent mutually agreed upon by the Parties, with instruction to release the Asset Sale and Assignment Documents when the escrow agent is satisfied that the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is deemed paid in full, either by payment directly to STI, or by payment pursuant to paragraph 3.1.3.7.1, and 3.1.3.7.2, below.

3.1.2.2.) CSI shall have until 6:00pm (Eastern Standard Time), 120 days following the execution date of this Agreement to exercise its option to purchase the Assets (the “ Option Period ”).

3.1.2.3.) CSI may, but is not obligated to, extend the Option Period for an additional 30 days (“ First Extended Option Period ”) by loaning an additional $75,000.00, or 60 days (“ Second Extended Option Period ”) by thereafter loaning an additional $75,000.00 pursuant to paragraph 2.1.1.3., above; with the termination of the right to exercise the option at 6:00pm (Eastern Standard Time) on the date of the First Extended Option Period or the Second Extended Option Period, as applicable.

3.1.2.4.) CSI may exercise the option at any time prior to the applicable expiration date and time by delivery (by courier or certified mail) to STI of a written notice (the “ Option Exercise Notice ”) indicating it is exercising the option to purchase the Assets.

3.1.2.5.) CSI and STI shall agree on a Closing Date (see ARTICLE 10, below) to occur within five business days of STI’s receipt of the Option Exercise Notice with the Closing (see ARTICLE 10, below) to occur as set forth in ARTICLE 10.

3.1.3.) The promissory note for the purchase of the Assets (the “ Asset Purchase Promissory Note ”) shall include the following terms:

3.1.3.1.) CSI shall promise to pay $9,000,000.00 (the “Purchase Price”) to STI without interest on or before September 30, 2020.

3.1.3.2.) Deleted.

3.1.3.3.) Allocation of the Purchase Price. The Purchase Price shall be allocated among the Assets being sold hereunder in the manner set forth in Exhibit 3.1.3.3 hereto. CSI and STI agree that except as otherwise required by law (i) the Allocation shall be binding on CSI and STI for all federal, state, and local tax purposes and (ii) CSI and STI, if required, shall file with their respective federal income tax returns consistent IRS Forms 8594 -- Asset Acquisition Statements Under Section 1060, including any required amendments thereto which shall reflect the allocations set forth in the Allocation.

3.1.3.4.) CSI shall be required to make payments to STI of fifteen percent (15%) of the “net amount CSI receives” (the “ Percentage Payment ”) from the sale or licensing of the Malware Suite (i.e., the White Label Products and/or the Dashboard Suite) with the “net amount CSI receives” (the “ Net Amount Received ”) defined as the gross amount received by CSI from the sale or licensing of the Malware Suite (i.e., the White Label Products and/or the Dashboard Suite), reduced by:

3.1.3.4.1) any commission payable in conjunction with the sale or license of the Malware Suite (i.e., the White Label Products and/or the Dashboard Suite software); and

3.1.3.4.2) following delivery and acceptance by CSI of the Dashboard Suite, any maintenance and/or development and/or customer support costs incurred by CSI in regard to the Malware Suite (i.e., the White Label Products and/or Dashboard Suite),

3.1.3.4.3) If the Net Amount Received referenced in paragraph 3.1.3.4, above, includes revenue from the sale or licensing of STI’s ProtectID software (or a white label version thereof), then for all such Net Amount(s) Received, the fifteen percent (15%) Percentage Payment referenced in paragraph 3.1.3.4, above, shall be modified to twenty percent (20%).

3.1.3.5.) Each payment shall be accompanied by an accounting statement, and

3.1.3.6.) Each payment shall be made within 15 days of each month’s end for the prior month’s Malware Suite licensing receipts.

3.1.3.7.) Full and final payment of amounts remaining due under the Asset Purchase Promissory Note shall be paid to STI on or before the due date designated in the Promissory Note.

3.1.3.7.1) In the event liens or claims against the Assets have not been eliminated as of the date CSI is prepared to tender full payment of the balance due on the Asset Purchase Promissory Note, then, in lieu of making payment directly to STI, CSI may deposit the payoff funds with Beckman, Lieberman & Barandes LLP, 111 John St., Suite 1710, New York, NY 10038 as an escrow agent, with disbursement to STI only of the amounts necessary for STI to secure release of the liens or claims and the balance of the funds to be released to STI to occur when evidence that the liens or other claims against the Assets have been released to the satisfaction of the escrow agent.

3.1.3.7.2) Payment of the balance due on the Asset Purchase Promissory Note either directly to STI, or, pursuant to paragraph 3.1.3.7.1, above, to the escrow agent, shall act as payment in full, and the Asset Sale and Assignment documents shall be released to CSI.

ARTICLE 4.

MAINTENANCE AND SUPPORT

4.1. Until the Asset Purchase Promissory Note is paid in full, StrikeForce shall be responsible for maintenance, enhancements and required updates to the Malware Suite (i.e., the White Label Products and the Dashboard Suite components). Thereafter, STI and CSI shall agree upon fees for such activities which shall be deemed work for hire.

4.2. STI shall be responsible for “tier 1, 2 and 3" level customer support for all of its customers, and for tier 2 and 3 for CSI customers, until the Asset Purchase Promissory Note is paid in full. Thereafter, STI and CSI shall agree upon fees for such activities.

4.3. STI shall be responsible for license fees related to maintenance of rights in third-party software or programming (as disclosed on attached Schedule 4.3), if any, included in the Malware Suite until such time as CSI has made full payment of the Asset Purchase Promissory Note.

4.4. After CSI has made payment of the Asset Purchase Promissory Note, CSI shall be responsible for license fees related to maintenance of rights in third-party software or programming.

4.5. CSI agrees to pay development and software enhancement costs as mutually agreed upon from time to time. All such services shall be deemed work for hire, and all programming and new inventions developed in the course of such work shall be the property of CSI.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES OF STI

STI hereby represents and warrants to the CSI, except as set forth on the Schedule of Exceptions to Representations and Warranties attached hereto as Exhibit 5 (the “STI Schedule of Exceptions”), the following:

5.1. Existence and Good Standing. STI is duly formed, validly exists and in good standing (including tax good standing) under the laws of the State of Wyoming, with the requisite power and authority to own its property and to carry on the Business as it is now being conducted. STI is not required to be qualified to do business in any other jurisdictions where the failure to qualify would have a Material Adverse Effect.

5.2. Books and Records. All accounts, books, ledgers and other records material to the Assets have been properly and accurately kept and are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

5.3. Title to the Assets; Encumbrances. STI now has good and valid title to, or enforceable license interests in or valid rights under contract to use the Assets and related assets (tangible and intangible), in each case free and clear of all Liens, except for Liens set forth on Schedule 5.3.

5.4. Contracts.

5.4.1. STI has delivered or commits to deliver to CSI accurate and complete copies of all of the Contracts. All of the Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms. STI has performed and is performing all obligations required to be performed by it under the Contracts, and STI is not in default (with or without notice, the passage of time, or both) of any obligations under any of the Contracts.

5.4.2. STI has not received any written notice of default under any of the Contracts, nor to STI’s knowledge, has any event occurred which with notice or lapse of time or both would constitute a default by STI thereunder.

5.4.3. Deleted.

5.5. Execution and Validity; Non-Contravention; Approvals and Consents.

5.5.1. Execution and Validity. STI has the full power and authority to enter into this Agreement and the agreements contemplated hereunder and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by STI and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all required corporate or other action on behalf of STI. Each of this Agreement and the agreements contemplated hereunder has been or will be duly and validly executed and delivered by STI and, assuming due authorization, execution and delivery by CSI and any other parties hereto, constitutes a legal, valid and binding obligation of STI, enforceable against it accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) general principles of equity that restrict the availability of equitable remedies.

5.5.2. Non-Contravention. The execution, delivery and performance by STI of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby, will not (a) violate, conflict with or result in the breach of any provision of the Articles of Incorporation of STI; (b) result in the violation by STI of any Laws or Orders of any Governmental or Regulatory Authority applicable to STI or any of its assets.

5.5.3. Approvals and Consents. No consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which STI is a party, or by which its assets were or are bound for the execution and delivery of this Agreement by STI, the performance by STI of its obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby.

5.6. Litigation. Except as set forth on Schedule 5.6, there is no action, suit, proceeding at law or in equity by any Person, or any employee grievance, arbitration or any administrative or other proceeding by or before any investigation by any Governmental or Regulatory Authority, pending or threatened, against STI with respect to the Assets which are the subject of this Agreement or the transactions contemplated hereby; and no acts, facts, circumstances, events or conditions occurred or exist which are a basis for any such action, proceeding or investigation. STI is not subject to any Order entered in any lawsuit or proceeding relating to the the Assets.

5.7. Taxes. There are no liens on the Assets for taxes.

5.8. Representations. The Asset list set forth above contains an accurate and complete list of all patents, patent applications, registered trademarks, applications for registered trademarks, registered service marks, applications for registered service marks, logos, registered copyrights and applications for registered copyrights which are used in connection with the Assets (the “Registered IP”).

5.8.1. The registrations and applications of the Registered IP are owned by and are in the name of STI and are valid, in proper form, enforceable and subsisting, all necessary registration and renewal fees in connection with such registrations have been made and all necessary documents and certificates in connection with such registrations have been filed with the relevant patent, copyrights and trademark authorities in the United States or other jurisdiction for the purposes of maintaining such Intellectual Property registrations, and applications therefore.

5.8.2. No registration, or application therefore, for any of the Registered IP has lapsed, expired, or been abandoned, and no such registrations, or applications therefore, are the subject of any opposition, interference, cancellation, or other legal, quasi-legal, or governmental proceeding pending before any governmental, registration, or other authority in any jurisdiction.

5.8.3. No Person has any rights to use any of the Intellectual Property of STI; and STI has not granted to any Person, nor authorized any Person to retain, any rights in the Intellectual Property of STI; and STI owns all rights, title and interest in, or has the right to use, all Intellectual Property used in, or necessary for, the use, sale and licensing of the Assets, free and clear of all Liens (except as expressly disclosed to CSI in writing).

5.8.4. The consummation of the transactions contemplated hereby will not result in any loss or impairment of STI’s rights to own or use any of the Asset related Intellectual Property, nor will such consummation require the consent of any third party in respect of any Intellectual Property.

5.8.5. There are no proceedings pending or threatened against STI with respect to the Assets and related Intellectual Property, alleging the infringement or misappropriation by STI of any Asset or Asset related Intellectual Property of any Person.

5.8.6. STI has not entered into or is otherwise bound by any consent, forbearance or any settlement agreement which limits the rights of STI to use the Asset or Asset related Intellectual Property of STI.

5.8.7. To the knowledge of STI no Person is infringing or misappropriating any of the Asset or Asset related Intellectual Property of the STI, unless set forth on Exhibit 5.8.7.

5.9. Brokers. No broker, finder, agent or similar intermediary has acted on behalf of STI in connection with this Agreement or the transactions contemplated hereby, and no brokerage commissions, finder’s fees, consulting fees or similar fees or commissions are payable by STI in connection therewith based on any agreement, arrangement or understanding with any of them for which CSI could be liable.

5.10. Copies of Documents. STI has caused or will cause to be made available for inspection and copying by CSI and its advisers, true, complete and correct copies of all documents referred to in this Agreement or in any Schedule.

5.11. No Material Adverse Change. There has not occurred:

5.11.1. any material damage to, destruction or loss of any of the Assets;

5.11.2. any license, transfer, pledge, mortgage or other disposition of, or granting of a Lien on, any Asset material to this Agreement;

5.11.3. any settlement or compromise of any material litigation or governmental investigation involving any of the Asset.

ARTICLE 6.

REPRESENTATIONS AND WARRANTIES OF CSI

CSI hereby represents and warrants to STI, except as set forth on the Schedule of Exceptions to Representations and Warranties attached hereto as Exhibit 6 (the “CSI Schedule of Exceptions”), the following:

6.1. Organization, Good Standing, and Qualification. CSI is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, and has all requisite corporate power and authority to carry on its business as now conducted. CSI is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect (as hereafter defined) on the CSI’s business.

6.2. Authorization. All corporate action on the part of CSI, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement and applicable documents, the performance of all obligations of CSI hereunder and thereunder, has been taken or will be taken prior to the Closing, and the Agreement constitutes valid and legally binding obligations of CSI, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Agreement may be limited by applicable federal or state laws.

6.3. Filings, Consents and Approvals. CSI is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance under this Agreement by CSI.

6.4. Litigation. There is no action, suit, proceeding, claim or investigation pending or, to the knowledge of CSI, currently threatened against CSI which questions the right of CSI to enter into this Agreement, or to consummate the transactions contemplated hereby or thereby, or which might result, either individually or in the aggregate, in any material adverse changes in the assets, condition, affairs, or prospects of CSI, financially or otherwise, nor is the CSI aware that there is any basis for the foregoing.

6.5. Compliance with Other Instruments. CSI is not in violation or default of any provisions of its Certificate of Incorporation or Bylaws, as amended, or of any instrument, judgment, order, writ, decree, mortgage, indenture, lease, license or contract to which it is a party or by which it is bound or, to its knowledge, of any provision of federal, state, or local statute, rule, or regulation applicable to CSI, except as would not reasonably be expected, singly or in the aggregate, to have a material adverse effect. The execution, delivery, and performance of the this Agreement and the consummation of the transactions contemplated thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract, or an event which results in the creation of any lien, charge, or encumbrance upon the ability of CSI to perform its obligation hereunder or the suspension, revocation, impairment, forfeiture, or non-renewal of any material permit, license, authorization, or approval applicable to CSI, its business or operations, or any of its assets, except as would not reasonably be expected, singly or in the aggregate, to have a material adverse effect.

6.6. Permits. CSI has all material franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, prospects, or financial condition of CSI and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. CSI is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.

6.7. Compliance with Laws. The conduct of business by CSI as presently and proposed to be conducted is not subject to continuing oversight, supervision, regulation or examination by any governmental official or body of the United States or any other jurisdiction wherein CSI conducts or proposes to conduct such business, except such regulation as is applicable to commercial enterprises generally. CSI has not received any notice of any violation of or noncompliance with, any federal, state, local or foreign laws, ordinances, regulations and orders (including, without limitation, those relating to environmental protection, occupational safety and health, federal securities laws, equal employment opportunity, consumer protection, credit reporting, "truth-in-lending", and warranties and trade practices) applicable to its business, the violation of, or noncompliance with, which would have a materially adverse effect on either CSI's business or operations, and CSI knows of no facts or set of circumstances which would give rise to such a notice.

6.8. Disclosure. This Agreement and any other statements made or delivered in connection herewith or therewith, do not contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.

6.9. Brokers. No broker, finder, agent or similar intermediary has acted on behalf of CSI in connection with this Agreement or the transactions contemplated hereby, and no brokerage commissions, finder’s fees or similar fees or commissions are payable by CSI in connection therewith based on any agreement, arrangement or understanding with any of them for which STI could be liable.

6.10. No Misrepresentation. No representation or warranty by CSI in this Agreement (including Schedules and Exhibits) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in this Agreement not misleading.

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ARTICLE 7.

COVENANTS OF STI

STI covenants and agrees with the CSI as follows:

7.1. Conduct of Business Prior to the Closing Date. From and after the date hereof until the Closing Date or earlier termination of this Agreement, STI shall:

7.1.1. Carry on its operations in regard to the Assets in substantially the same manner as it has heretofore been conducted;

7.1.2. Maintain and keep the Assets in as reasonable condition and repair, reasonable wear and tear excepted, as the condition and repair the Assets are in as of the date hereof; of the Assets.

7.1.3. Not sell, lease, pledge, mortgage or otherwise dispose of or encumber any

7.1.4. Perform all of its obligations under the Contracts and Assigned Leases;

7.1.5. Not take any action that would prevent the transfer of the Assets to CSI pursuant to the terms of this Agreement, free and clear of all Liens;

7.1.6. Continue to operate and maintain the Assets in accordance with applicable Laws;

7.2. Access by CSI to Patents, Code and Records; Furnishing Information. Following the date hereof, STI will make controlled access available to CSI and its representatives, from time to time as CSI may reasonably request, including the ability to view the source code and object code in the presence of STI personnel, to review copies of all records, documentation and other data retained by STI, consistent with the STI’s document retention policies and past practice which records, documentation and other data are specifically related to the Assets; provided, however, that CSI agrees to hold such records in confidence, and if CSI has received physical copies, to return the same to STI promptly upon the conclusion of their use by the CSI for the purposes herein specified.

7.3. Third-Party Consents. Following the date hereof, STI shall use commercially reasonable efforts to obtain as expeditiously as possible consents, if any, required to consummate the transactions contemplated under this Agreement.

7.4. Transfer of Warranties. In the event that any of the Assets, including specifically any third party software used or incorporated in the Assets, are under any warranty or vendor’s indemnification agreement from the manufacturer or licensor, CSI may be entitled to the benefit of the warranty or vendor’s indemnification agreement to the extent that the warranty or vendor’s indemnification agreement is available to the transferee, and STI shall, execute such instruments as may be required to transfer the warranty to the CSI.

7.5. Negotiations with Third Parties. From the date hereof through the Closing Date or earlier termination of this Agreement, neither STI nor any of their respective officers, directors, agents or employees will initiate or solicit proposals or conduct negotiations for the sale, transfer or other disposition of any of the Assets with any prospective purchasers.

ARTICLE 8.

CONDITIONS TO OBLIGATIONS OF THE CSI

The obligations of CSI under this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by CSI in its sole discretion by delivery of a written notice to that effect to STI, which shall constitute a release by CSI with respect to such condition.

8.1. Corporate Approvals. As of the Closing Date, STI shall have secured all authorizations made necessary by applicable corporate Laws and STI’s organizational documents (the “Corporate Approvals”).

8.2. No Litigation. At the Closing Date, no litigation, proceeding, investigation, or inquiry shall be pending or to STI’s knowledge, threatened before any court or other governmental authority to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or involving any of the Assets.

8.3. Truth of Representations and Warranties. The representations and warranties of STI contained herein shall be true and correct in all material respects at and as of the Closing as if made as of the Closing.

8.4. Performance by the STI. All of the covenants and agreements required by this Agreement to have been performed and complied with by STI shall have been performed and complied with by STI in all material respects prior to or on the Closing Date.

8.5. No Material Adverse Change. There shall have not been any adverse change in the condition of the Assets, the effect of which is materially adverse to the value of the Assets.

ARTICLE 9.

CONDITIONS TO OBLIGATIONS OF THE STI

The obligations of STI under this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by STI in its sole discretion by delivery of a written notice to that effect to CSI, which shall constitute a release by STI with respect to such condition.

9.1. No Litigation. At the Closing Date, no litigation, proceeding, investigation, or inquiry shall be pending or threatened to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

9.2. Truth of Representations and Warranties. The representations and warranties of CSI, contained herein, shall be true and correct in all material respects.

9.3. Performance by the CSI. All of the covenants and agreements required by this Agreement to have been performed and complied with by CSI shall have been performed and complied with by CSI in all material respects prior to or on the Closing Date.

9.4. Corporate Approvals. As of the Closing Date, STI shall have secured all of the Corporate Approvals.

ARTICLE 10.

CLOSING

10.1. The Closing Date. The consummation of this Agreement (the “Closing”) shall take place at the offices at One Penn Plaza, 50th Floor, New York, NY 10119, at 10:00 a.m., on a mutually agreed upon date on or before the fifth business day following CSI’s delivery of the Option Exercise Notice to STI, or at such other place, date and time as the parties may agree upon in writing. Such date is herein called the “Closing Date.” If all of the conditions specified herein shall have been fulfilled or waived in writing by CSI or by STI, as the case may be, on or by the Closing Date, then, on the Closing Date, CSI and STI shall make the deliveries set forth in Sections 10.2 and 10.3, respectively.

10.2. Deliveries by CSI. Subject to the terms and conditions of this Agreement, at the Closing, CSI shall deliver or cause to be delivered to STI:

10.2.1. the executed Asset Purchase Promissory Note as specified in paragraph 3.1.3, above;

10.2.2. a fully executed STI Keylogger Products License in the form set forth on Schedule 1.3, attached hereto;

10.2.3. resolutions of the Board of Directors of CSI, certified by an officer of CSI, authorizing the transactions contemplated hereby;

10.3. Deliveries by STI. Subject to the terms and conditions of this Agreement, at the Closing, STI shall deliver or cause to be delivered to CSI:

10.3.1. a fully executed Patent assignment and Bill of Sale in the form set forth as Exhibit 10.3.1;

10.3.2. resolutions of STI, certified by an officer of STI, authorizing the transactions contemplated hereby;

10.3.3. an executed Interim Loan Promissory Note;

10.3.4. an executed Interim Loan Security Agreement;

10.3.5. executed UCC forms as requested by CSI

10.4. Rights to Possession. CSI’s right to possession of the Assets shall commence at the close of the Closing on the Closing Date, and CSI shall take ownership and possession of the Assets on the Closing Date.

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ARTICLE 11.

SALES AND TRANSFER TAXES

STI shall be responsible for and shall pay all sales, bulk sales, use, transfer (or stamp duty) and documentary taxes and recording and filing fees, if any, including, without limitation, all state or county sales taxes and any other charges applicable to the transfer of the Assets provided for by this Agreement.

ARTICLE 12.

SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

12.1. Survival of Representatives and Warranties. The representations, warranties, covenants and agreements of each of STIs and CSI shall survive the Closing for a period of eighteen (18) months.

12.2. Notice of Claim. In the event notice of any claim for indemnification is given (as provided for in ARTICLE 13 (Indemnification)) within the applicable survival period and not resolved within such period, the representations, warranties, covenants and agreements that are the subject of such indemnification claim shall survive until such time as such claim or claims are finally resolved but only with respect to the specific unresolved claim or claims made within the applicable survival period.

ARTICLE 13.

INDEMNIFICATION

13.1. Indemnification of the CSI Indemnified Parties. Subject to ARTICLE 12, above (Survival of Representations, Warranties, Covenants and Agreements) and the limitations contained in Section 13.3.1 and 13.3.2, STI hereby agrees, on a joint and several basis to indemnify CSI and its affiliates, stockholders, officers, directors, employees, agents, representatives and successors and assigns (individually a “CSI Indemnified Party” and collectively the “CSI Indemnified Parties”) against, and to protect, save and keep harmless CSI Indemnified Parties from, and to pay on behalf of or reimburse the CSI Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”), incurred by any CSI Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) (i) in the case of any of STI, any misrepresentation, inaccuracy or breach of any warranty or representation contained in this Agreement or in any certificate delivered by any of such parties with respect to such sections at the Closing, (ii) in the case of STI, any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any CSI Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of such person contained in this Agreement hereof or in any certificate delivered by STI at the Closing; and (c) in the case of STI, any breach or failure by such person to comply with, perform or discharge any obligation, agreement or covenant by STI contained in this Agreement.

13.2. Indemnification of STI Indemnified Parties. Subject to ARTICLE 12, above (Survival of Representations, Warranties, Covenants and Agreements) and the limitations set forth in xxx, CSI hereby agrees to indemnify STI and its affiliates, stockholders, officers, directors, shareholders employees, agents, representatives and successors, permitted assignees (individually, a “STI Indemnified Party” and collectively, the “STI Indemnified Parties”) against, and to protect, save and keep harmless the STI Indemnified Parties from, and to pay on behalf of or reimburse the STI Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the STI Indemnified Parties as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of CSI contained herein; or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against any STI Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of CSI contained herein; and (c) any breach or failure by CSI to comply with, perform or discharge any obligation, agreement or covenant by CSI contained in this Agreement.

13.2.1. Indemnification Procedures.

13.2.1.1. Non-Third Party Claims

13.2.1.1.1 In the event that any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification which does not involve a Third Party Claim (the “Non-Third Party Claim”), against which a Person is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice to the Indemnifying Party (the “Non-Third Party Claim Notice”) , which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party.

13.2.1.1.2 The Indemnifying Party may acknowledge and agree by written notice (the “Non-Third Party Acknowledgment of Liability”) to the Indemnified Party to satisfy the Non-Third Party Claim within thirty (30) days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the “Non-Third Party Dispute Notice”) to the Indemnified Party within thirty (30) days of receipt of the Non-Third Party Claim Notice (the “Non-Third Party Dispute Period”) , setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgment of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section, or once any dispute under this Section has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within ten (10) days of the date of acknowledgment or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

13.2.2. Third Party Claims.

13.2.2.1. In the event that any Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a “Third Party Claim”) in respect of which such Indemnified Party is entitled to indemnification by an Indemnifying Party under this Agreement, the Indemnified Party shall give written notice to the Indemnifying Party (the “Third Party Claims Notice”) within ten (10) Business Days after learning of such Third Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim), together with a statement specifying the basis of such Third Party Claim. The Third Party Claims Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The Indemnifying Party must provide written notice to the Indemnified Party that it is either (i) assuming responsibility for the Third Party Claim or (ii) disputing the claim for indemnification against it (the “Indemnification Notice”) . The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party with ten (10) days after receipt of the Third Party Claims Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim (the “Indemnification Notice Period”) .

13.2.2.2. If the Indemnifying Party provides an Indemnification Notice to the Indemnified Party within the Indemnification Notice Period that it assumes responsibility for the Third Party Claim, the Indemnifying Party shall conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. The Indemnification Notice shall specify the counsel it will appoint to defend such claim (“Defense Counsel”); provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party fails to give the Indemnification Notice within the Indemnification Notice Period, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim without the prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith.

13.2.2.3 . In the event that the Indemnifying Party disputes the claim for indemnification against it, such Indemnifying Party shall notify the Indemnified Party to such effect within ten (10) days after receipt of the Third Party Claims Notice (or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim) by delivering written notice thereof to the Indemnified Party. In such event, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim, without the prior consent of the Indemnifying Party. Once such dispute has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction or by mutual agreement of the Indemnified Party and Indemnifying Party, the Indemnifying Party shall within ten (10) days of the date of such resolution or agreement, pay to the Indemnified Party all Losses paid or incurred by the Indemnified Party in connection therewith.

13.2.2.4. In the event that the Indemnifying Party delivers an Indemnification Notice pursuant to which it elects to conduct the defense of the Third Party Claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense of the Third Party Claim and the Indemnified Party will cooperate in good faith with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party. The Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. The Indemnifying Party will not settle the Third Party Claim or cease to defend against any Third Party Claim as to which it has delivered an Indemnification Notice (as to which it has assumed responsibility for the Third Party Claim), without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, such consent may be withheld for any reason if, as a result of such settlement or cessation of defense, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder.

13.2.2.5. If an Indemnified Party refuses to consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept, which provides for a full release of the Indemnified Party and its affiliates relating to the Third Party Claims underlying the offer of settlement and solely for a monetary payment, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the reasonable costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement.

13.2.2.6. Notwithstanding the above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, or (ii) to the extent such Third Party Claim involves criminal allegations against the Indemnified Party or (y) the entire Third Party Claim (i) if such Third Party Claim would impose liability on the part of the Indemnified Party in an amount which is greater than the amount as to which the Indemnified Party is entitled to indemnification under this Agreement or (ii) that if unsuccessful, would set a precedent that would have a material adverse effect on, the business or financial condition of the Indemnified Party. In the event the Indemnified Party retains control of the Third Party Claim, the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

13.2.3. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

13.3. Limitations On and Other Matters Regarding Indemnification.

13.3.1. Termination of Indemnification Obligations of STI Subject to Section paragraph 12.2, the obligation of STI to indemnify under ARTICLE 13 hereof shall terminate on the date that is eighteen (18) months following the Closing Date, except as to matters as to which the CSI Indemnified Party has made a claim for indemnification on or prior to such date, in which case the right to indemnification with respect thereto shall survive the expiration of such period until such claim for indemnification is finally resolved and any obligations with respect thereto are fully satisfied.

13.3.2. Termination of Indemnification Obligations of the CSI Subject to paragraph 12.2, the obligation of CSI to indemnify under ARTICLE 13 hereof shall terminate on the date that is eighteen (18) months following the Closing Date, except as to matters as to which any STI Indemnified Party has made a claim for indemnification on or prior to such date, in which case the right to indemnification with respect thereto shall survive such period until such claim for indemnification is finally resolved and any obligations with respect thereto are fully satisfied.

13.4. Indemnity Cushion and Cap.

13.4.1.1. STI shall not have any liability to any CSI Indemnified Party with respect to Losses arising out of any of the matters referred to in ARTICLE 13 until such time as the amount of such liability shall exceed $25,000 in the aggregate.

13.4.1.2. CSI shall not have any liability to any STI Indemnified Party with respect to Losses arising out of any of the matters referred to in ARTICLE 13 until such time as the amount of such liability shall exceed $25,000 in the aggregate.

13.4.2. Limitations.

13.4.2.1. The limitations set forth above shall in no event (a) apply to any Losses incurred by a CSI Indemnified Party which relate, directly or indirectly, to (i) any fraudulent acts committed by STI, or (b) apply to any Losses incurred by a STI Indemnified Party which relate, directly or indirectly, to any fraudulent acts committed by CSI.

ARTICLE 14.

TERMINATION

14.1. Grounds. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned under any of the following circumstances:

14.1.1. At any time (by written notice delivered to the other party) prior to the Closing:

14.1.1.1. By either CSI or STI, if a court of competent jurisdiction or governmental authority shall have issued an order, decree or ruling or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and through no failure, delay or fault of or breach by the terminating party, and such order, decree, ruling or other action shall have become final and non-appealable;

14.1.1.2. At any time by the mutual written consent of both CSI and STI.

14.1.2. Effect.

14.1.2.1. If any of the conditions to the obligations of CSI or of STI have not been satisfied on or prior to the Closing Date, CSI or STI, as the case may be, shall have the right either (i) to terminate this Agreement pursuant to, and with liability allocated as set forth in this ARTICLE, or (ii) to waive and release their respective conditions and to proceed with the Closing and the consummation of the transactions contemplated by this Agreement without liability or further obligation with respect to the nonfulfillment of such condition.

14.1.3. In the event that this Agreement is terminated as permitted, all obligations other than obligations under the Interim Loan or Additional Interim Loan agreement(s) or the Licensing Agreement, of STI and CSI hereunder shall terminate without liability or further obligations.

14.1.4. Notwithstanding the foregoing, any confidentiality agreement entered into by the parties, and any other agreements between the parties that do not expressly provide for their termination, shall survive the termination of this Agreement.

ARTICLE 15.

EXPENSES

Subject to ARTICLE 11 (Sales and Transfer Taxes), whether or not the transactions contemplated hereby are consummated, each of CSI and STI will, except in the case of any breach of the terms and provisions of this Agreement for which either CSI or STI, as the case may be, may be entitled to indemnification under ARTICLE 13 (Indemnification) hereof, pay all of their own respective expenses, income and other taxes and costs (including, without limitation, any commissions, fees, disbursements and expenses of its attorneys, accountants and consultants) incurred by each in negotiating, preparing, closing and carrying out this Agreement and the transactions contemplated hereby and thereby.

ARTICLE 16.

RULES OF CONSTRUCTION AND DEFINITIONS

16.1. Rules of Construction: The following rules of construction apply to this Agreement:

16.1.1. The singular includes the plural and the plural includes the singular; “include” and “including” are not limiting;

16.1.2. “hereby”, “herein”, “hereof”, “hereunder”, “the Agreement”, “this Agreement” or any like words refer to this Agreement;

16.1.3. A reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement therefor;

16.1.4. A reference herein to a Section, Exhibit, Attachment, Appendix or Schedule without further reference is a reference to the relevant Section, Exhibit, Attachment, Appendix or Schedule of this Agreement;

16.1.5. Any right may be exercised at any time and from time to time unless specified otherwise herein;

16.1.6. Any reference to days shall mean calendar days unless specifically noted otherwise.

16.2. Definitions: Unless the context otherwise requires, the capitalized terms used herein shall have the respective meanings set forth in this Section for all purposes hereof.

16.2.1. “Assets”“ shall have the meaning set forth in ARTICLE 3.

16.2.2. “Affiliate” As used in this Agreement, an “affiliate” of any Person, shall mean any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Person.

16.2.3. “Knowledge” Where any representation and warranty contained in this Agreement is expressly specified by reference to the knowledge of a non-individual party hereto, such term shall be limited to the actual knowledge of the executive officers of such party, as the case may be, and unless otherwise stated, such knowledge that would have been discovered by such executive officers after reasonable due inquiry.

16.2.4. “Material Adverse Effect” or similar phrase, shall mean any material and adverse effect on the Assets.

16.2.5. “Person” “Person” shall mean and include an individual, a company, a joint venture, a corporation (including any non-profit corporation), an estate, an association, a trust, a general or limited partnership, a limited liability company, a limited liability partnership, an unincorporated organization and a government or other department or agency thereof.

ARTICLE 17.

MISCELLANEOUS

17.1. Notices.

17.1.1. Any notice, request, instruction, consent or other document to be given hereunder by either party hereto to the other party shall be in writing and delivered (a) personally, (b) by telecopy or (c) by a nationally recognized overnight carrier, or (d) by registered or certified mail, return receipt requested, postage prepaid, as follows:

	If to the CSI:	Cyber Safety, Inc.
		Attn: Daniel DelGiorno, President
		3880 Veterans Memorial Hwy., Ste. 201
		Bohemia, NY 11716
		ddelgiorno@advancedcybersecurity.com
		Fax: 631-913-0450
	If to the STI:	StrikeForce Technologies, Inc.
		Attn: Mark L. Kay, Chief Executive Officer
		1090 King Georges Post Road, Ste. 603
		Edison, NJ 08837
		marklkay@strikeforcetech.com
		Fax: 732-661-9647

or at such other address for a party as shall be specified in writing by that party.

17.1.2. Notices shall be deemed received the same day (when delivered personally, by telecopy/facsimile or by email with receipt confirmation), the next business day (when delivered by overnight carrier) or five (5) days after mailing (when sent by registered or certified mail).

17.2. Waiver; Remedies Cumulative. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefits thereof. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of such provision at any time in the future or a waiver of any other provision hereof.

17.3. Captions. The captions set forth in this Agreement are for convenience only and shall not be considered as part of this Agreement, nor affect in any way the meaning of the terms and provisions hereof.

17.4. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto; provided, however, that this Agreement may not be assigned by any party without the express written consent of the other party hereto.

17.5. Enforceability. If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement. The parties intend this Agreement to be enforced as written. If any such provision, or part thereof, however, is held to be unenforceable because of the duration thereof or the area covered thereby, STI and CSI agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete the specific words or phrases, and in its amended form such provision shall then be enforceable and shall be enforced. If any provision of this Agreement shall otherwise finally be determined to be unlawful, then such provision shall be deemed to be severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.

17.6. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same agreement. A signature to this Agreement delivered by telecopy/facsimile, email or other artificial means shall be deemed valid.

17.7. Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto (including, without limitation, the validity or enforcement of this Agreement), shall be governed by the laws of the State of New York without regard to any conflicts or choice of laws provisions of the State of New York that would result in the application of the law of any other jurisdiction.

17.8. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against either party.

17.9. Public Announcements. CSI and STI shall agree on the terms of the press releases to be issued upon the execution of this Agreement and shall consult with each other before issuing any other press releases with respect to this Agreement and the transactions contemplated hereby, including without limitation, any termination of this Agreement for any reason.

17.10. Miscellaneous. As used in this Agreement, the Schedules and the Exhibits and as required by the context: the singular and plural shall be deemed to include each other and each gender, to include all genders; the terms herein, hereof, and hereunder or other similar terms refer to this Agreement, in which they appear as a whole and not only to the particular sentence, paragraph, subsection or section in which any such term is used except as expressly more specifically limited; and words and phrases defined in this Agreement have the same meaning in the Schedules, Exhibits unless specifically provided to the contrary in any thereof.

17.11. Entire Agreement; Amendment. Except as set forth herein, this Agreement, including all Schedules and Exhibits hereto constitute the sole understanding of the parties with respect to the matters contemplated hereby and thereby and supersedes and renders null and void all other prior agreements and understandings between the parties with respect to such matters. No amendment, modification or alteration of the terms or provisions of this Agreement, including all Schedules and Exhibits hereto, shall be binding unless the same shall be in writing and duly executed by the party against whom such would apply.

17.12. Legal Fees. In the event legal action is instituted to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and all costs incurred.

STI and CSI each further agrees to execute and deliver each to the other from time to time any and all necessary and/or appropriate documents consistent with the intent of this Agreement.

28

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed and delivered by its duly authorized representatives as of the date first written above.

 

CYBER SAFETY, INC.			STRIKEFORCE TECHNOLOGIES, INC.
By:	/s/ Daniel DelGiorno		By:	/s/ Mark L. Kay
	Daniel DelGiorno			Mark L. Kay
	President			President

Exhibit 3.1.1.5 Assigned Licenses

Exhibit 3.1.1.6 Tangible Property

Exhibit 3.1.1.7 Intangible Property

Exhibit 3.1.2.1 Asset Assignment and Assignment Document

Exhibit 3.1.3 Asset Purchase Promissory Note

Exhibit 5.8.7 Infringing Parties

(Known possible infringing parties)

IBMff and Trusteer 

Zanana

Spyshelter

Keyscrambler

Kaspersky

35

EXHIBIT 2.2  

D istributor and Reseller Agreement

This Distributor and Reseller Agreement (hereinafter referred to as the "Agreement") is effective as of the 24th day of August, 2015 by and between StrikeForce Technologies Inc., a Wyoming Corporation (hereinafter referred to as "StrikeForce" or "SFT), having its principal office at 1090 King Georges Post Road., Suite 603, Edison, NJ 08837 and Cyber Safety, Inc. (hereinafter referred to as a "Distributor/Reseller"), having its principal offices located at 3880 Veterans Memorial Hwy., Ste. 201, Bohemia, NY 11716. StrikeForce and Distributor/Reseller may sometimes herein be referred to collectively as the "Parties" or individually as a "Party".

W I TNESSETH:

W H EREAS, StrikeForce is a corporation that designs, develops, markets and Licenses its proprietary software (hereinafter referred to as the "StrikeForce Products") for the prevention of identity and/or data theft through computer systems; and

W H EREAS, the Distributor/Reseller intends to market, sell and resell Licenses (through their own developed channel partner program) in connection with their existing products and services to end-users; and

W H EREAS, StrikeForce is willing to provide to the Distributor/Reseller and its channel partners (hereinafter referred to collectively as the "Distributor/Reseller") such Licenses to the StrikeForce Product(s) for sale and resale on the terms and conditions set forth herein; now

W H EREAS, StrikeForce and Distributor/Reseller are concurrently entering that certain Asset Purchase and Licensing Agreement ( the “APLA”) of even date hereof. The defined terms and definitions thereof and the terms therein regarding the licensing of StrikeForce products within to be within the Malware Suite are hereby incorporated by reference.

THEREFORE, in consideration of the premises hereof, and the mutual obligations herein made and undertaken, the Parties hereto agree as follows:

1. Definitions.

F or the purposes of this Agreement, the definitions set forth in this Section shall apply to the respective capitalized terms:

1.1 "Documentation." The printed specifications (or its digital equivalent) pertaining to the StrikeForce Product(s) furnished therewith by StrikeForce.

1.2 "End-User." A customer of Distributor/Reseller to whom Distributor/Reseller has provided a License to the StrikeForce Product(s) for their use in the regular course of their business and not for resale by customer.

1.3 "End-User License Agreement." The form of agreement accompanied by the StrikeForce Product(s) to be entered into between StrikeForce and each End-User, which grants the End-User the right (and license) to use the licensed StrikeForce Product(s). Should the Distributor/Reseller provide the licensed StrikeForce Products under a private label (through an OEM agreement between the Parties), the End-User License Agreement (hereinafter referred to as the "EULA") shall contain the same terms and conditions and be no less protective of the rights of StrikeForce than the ternis and conditions set forth in Exhibit B. All OEM Agreements require SFT approval.

1.4 "Enhancement(s)." Computer program modifications or additions, other than Maintenance Modifications, that may, be integrated with the licensed StrikeForce Product(s) or offered separately by StrikeForce and alter the functionality of the licensed StrikeForce Product(s) or add new functions thereto.

1.5 "Error." A defect in the licensed StrikeForce Product(s) that prevents it from functioning in substantial conformity with the Documentation.

1.6 "License." The authorization to use the proprietary StrikeForce Product(s) software being provided by StrikeForce within the limited scope of and subject to this Agreement. The License does not provide any form of ownership rights to the End User.

1.7 "Maintenance Modification(s)." Computer software changes to be integrated into the StrikeForce Product(s) to correct arty Error(s) therein, but that do not alter the functionality of the StrikeForce Product(s) or add new functions thereto.

1.8 "Object Code." Computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse compiling, or reverse engineering.

1.9 "Distributor/Reseller Products." Software or other products developed by or offered by Distributor/Reseller (and/or licensed from third parties), which are offered for sale or resale by Distributor/Reseller, together with their related services, to End-Users (on a direct or sub-distribution sales basis by Distributor/Reseller).

1.10 "Source Code." Computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling or assembling. No source code license is granted hereunder.

2. Licenses Granted.

2.1 Upon receipt of payment from End User (on sales by Distributor/Reseller) to StrikeForce of all applicable License Fees, StrikeForce hereby grants (through Distributor/Reseller) to End User(s) a nonexclusive, nontransferable, right (and License) to the appropriate StrikeForce Product(s) subject to the terms and conditions included in the EULA.

2.2 StrikeForce further grants to Distributor/Reseller a nonexclusive, nontransferable right to (a) use the Licensed StrikeForce Product(s) for marketing and sales demonstration purposes, (b) to train customers, and (c) to grant (with StrikeForce's approval) short-term evaluations to prospective customers.

2.3 StrikeForce grants Distributor/Reseller a nonexclusive, nontransferable right to use the Licensed StrikeForce Product(s) to support and maintain the End User(s), so long as the Distributor/Reseller complies with the terms of this Agreement.

2.4 The Licensed StrikeForce Product(s), along with any Enhancements and Maintenance Modifications thereof, shall remain the sole and exclusive property of StrikeForce. Distributor/Reseller acquires no rights or licenses therein except those expressly granted herein by StrikeForce, if any. Distributor/Reseller hereby acknowledge that the Licensed StrikeForce Product(s) contain(s) valuable trade secrets and confidential information of StrikeForce. Distributor/Reseller agrees not to reverse compile, reverse engineer, reverse assemble, or otherwise attempt, directly or indirectly, to obtain or create Source Code for any of the proprietary StrikeForce Products.

2.5 Distributor/Reseller shall use all reasonable efforts to protect and defend the proprietary nature of the Licensed StrikeForce Product(s), including Enhancements, and Maintenance Modifications. Except as expressly provided otherwise in this Agreement, Distributor/Reseller shall not copy, modify, transcribe, store, translate, sell, lease, or otherwise transfer or distribute any of the Licensed StrikeForce Product(s), including Enhancements, in whole or in part, without prior authorization in writing from StrikeForce.

2.6 Title to the StrikeForce product(s) and all portions thereof, including any Enhancements and Maintenance Modifications, shall at all times remain and vest solely with StrikeForce. Distributor/Reseller agrees that it will not claim or assert title to any such materials or attempt to transfer any title to End-User(s) or any third parties. Distributor/Reseller acknowledges that as between the Parties, StrikeForce owns all Licenses, patents, patent pending(s), trade secrets, copyrights, trademarks and other intellectual property relating to the StrikeForce Product(s) and any Enhancements and Maintenance Modifications, and that Distributor/Reseller has no interest therein, except for the limited Licenses expressly set forth in Section 2.

2.7 All Licenses and StrikeForce product(s) shall be marked with such copyright, patent, or other notices, proprietary legends or restrictions as were contained on any copies or downloads originally supplied by StrikeForce to Distributor/Reseller and/or End User(s).

2.8 StrikeForce hereby grants to Distributor/Reseller a nonexclusive, nontransferable limited license to use StrikeForce's trademarks in approved advertising and printed materials, provided that Distributor/Reseller displays the appropriate trademark notice(s) as provided by StrikeForce. Distributor/Reseller acknowledges the ownership of such trademark(s) in StrikeForce, agrees that it will do nothing inconsistent or detrimental with such ownership, agrees to use reasonable efforts to preserve StrikeForce's rights in the trademark(s) and agrees that all uses of the trademark(s) by Distributor/Reseller shall inure to the sole benefit of StrikeForce. Distributor/Reseller agrees to supply StrikeForce with specimens of use of the trademark(s) upon request. Distributor/Reseller shall comply with all applicable laws, rules, regulations, and customs with respect to the trademark(s), and shall notify StrikeForce immediately and in writing of any unauthorized use of the trademark(s) by any third party. StrikeForce shall have the sole right to bring any legal proceeding with respect to any such unauthorized use.

3. Purchase Orders, License Fees and Administration

3.1 Purchase Orders. Distributor/Reseller will utilize written Purchase Orders to purchase the StrikeForce Products. A Purchase Order is not binding on the Parties until StrikeForce confirms receipt of the Purchase Order in writing to the Distributor/Reseller via e-mail or facsimile. Phone orders will be accepted, but must be followed up in writing within twenty-four (24) hours. The Purchase Order will specify the End User (or company), quantity, type and configuration of the StrikeForce Product(s) to be Licensed, installed location and requested installation date (if applicable). StrikeForce will have (5) working days to accept or reject the Purchase Order in writing. If StrikeForce fails to accept or reject the Purchase Order within the five-day period, the Purchase Order will be deemed accepted. StrikeForce will deliver the Licensed software product to Distributor/Reseller for all accepted Purchase Orders as specified in the accepted Purchase Order or as otherwise agreed upon in writing by the parties. Licensed software product(s) shall be deemed accepted upon shipping or by electronic delivery of a license certification key(s) by StrikeForce.

3.2 License Fees and Payment. In consideration for the rights and licenses to the Licensed StrikeForce Product(s) granted to DistributorfReseller for resale, Distributor/Reseller shall pay the fees as set forth in Exhibit A. StrikeForce shall invoice Distributor/Reseller for the Licenses and StrikeForce Product(s) upon shipping to Distributor/Reseiler or providing the downloadable electronic License certification key(s). Payment in full for the Licensed StrikeForce Product(s) is due no later than thirty (30) days from the invoice date or as is agreed to between the Parties.

3.3 Effect of Late Payment. All late payments shall bear interest on the unpaid sum on a day-to-day basis from the due date to the date of payment (both dates inclusive) at the rate of one (I%) percent per month. This clause does not apply to payments that are in dispute between Distributor/Reseller and StrikeForce, as notified by Distributor/Reseller in writing to StrikeForce.

4. Audits. StrikeForce may audit and/or inspect the applicable Distributor/Reseller records associated with the use of the Licensed StrikeForce Product(s) during the current calendar year and the immediately prior calendar year in order to verify compliance with the terms of this Agreement. An independent audit firm will conduct any such audit during regular business hours at Distributor/Reseller's facilities (where appropriate records are located). Such audits shall not unreasonably interfere with Distributor/Reseller's business activities. StrikeForce shall have the right to have an audit performed no more than two times per year. Distributor/Reseller agrees to provide StrikeForce's designated audit or inspection team access to the relevant records and facilities. StrikeForce will pay for any such audit, however, if such audit reveals an underpayment by Distributor/Reseller in the amount of five percent (5%) or more during any calendar year, then Distributor/Reseller shall reimburse StrikeForce for the reasonable cost of such audit.

5. Pre-Sales Support and Training. StrikeForce shall provide the following to the Distributor/Reseller:

a) Pre-sales technical support. StrikeForce will provide pre-sales support.

b) StrikeForce will provide either on-site or remote training to the Distributor/Reseller for both pre-sales and technical support. All on-site training will be at the expense of the Distributor/Reseller (inclusive of travel, airfare, overnight stay, exclusive of time).

6. Distributor/Reseller Responsibilities.

6.1 Distributor/Reseller will:

a) Market and sell Licensed StrikeForce product(s) to End-Users and through its partner channel to End Users;

b) Provide technical support for Licensed StrikeForce Product(s) to End-Users and its channel partners.

c) To maintain adequate staffing for pre-sales and post sales technical support.

6.2 Distributor/Reseller s hall make no representations concerning StrikeForce or any StrikeForce Product(s), including any Maintenance Modifications or Enhancements, except as set fort in the printed or electronic Documentation furnished to Distributor/Reseller by StrikeForce. Distributor/Reseller has no authority and agrees not to make any warranties or representations on behalf of StrikeForce with respect to the StrikeForce product(s). Distributor/Reseller shall be solely liable for any warranties, and any corresponding warranty support, made by Distributor/Reseller. Distributor/Reseller shall not reproduce, reference, distribute, or utilize any trade name or trademark of StrikeForce, except solely for purposes of identifying StrikeForce's products and programs, without the prior written approval of StrikeForce.

7. Announcement. The Parties agree to work together to issue two mutually acceptable press releases within ten (10) days of the Effective Date. StrikeForce shall issue the initial press release announcing the addition of Distributor/Reseller to StrikeForce's channel program. The second press release will be issued by Distributor/Reseller to announce that Distributor/Reseller offers the Licensed StrikeForce product(s).

8. Limited Warranty

8.1 STRIKEFORCE WARRANTS TO DISTRIBUTOR/RESELLER, FOR THE PERIOD OF NINETY (90) DAYS FROM THE DATE OF DELIVERY THAT IT WILL REPLACE ANY DEFECTIVE MEDIA ON WHICH THE LICENSED STRIKEFORCE PRODUCT(S) IS PROVIDED AND THAT THE LICENSED STRIKEFORCE PRODUCT(S), IF NOT MODIFIED AND IF PROPERLY INSTALLED AND USED IN ACCORDANCE WITH STRIKEFORCE'S INSTRUCTIONS, WILL SUBSTANTIALLY CONFORM TO THE MATERIAL SPECIFICATIONS SET FORTH IN THE DOCUMENTATION. STRIKEFORCE DOES NOT WARRANT THAT THE LICENSED STRIKEFORCE PRODUCT(S) WILL OPERATE ERROR FREE OR UNINTERRUPTED, OR WILL MEET DISTRIBUTOR/RESELLER'S OR END USER REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, THE LICENSED STRIKEFORCE PRODUCT(S) AND DOCUMENTATION ARE EACH LICENSED "AS IS" AND STRIKEFORCE HEREBY SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES (TO THE FULLEST EXTENT PERMITTED BY LAW), WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND DISTRIBUTOR/RESELLER HEREBY EXPRESSLY WAIVES ANY AND ALL SUCH WARRANTIES.

8.2. During the warranty period, Distributor/Reseller's exclusive remedy, and StrikeForce's exclusive obligation and liability with respect to the Licensed StrikeForce Product(s) that does not conform to the express warranties set forth in Section 8 shall be to use commercially reasonable efforts to correct or to provide a workaround for a material nonconformance. Distributor/Reseller understands that StrikeForce does not guarantee that any error or other nonconformance can or will be corrected. Distributor/Reseller agrees to cooperate with StrikeForce and provide StrikeForce with all available information in written or electronic form to enable StrikeForce to reproduce and attempt to correct such nonconformance of the Licensed StrikeForce Product(s). In the event that StrikeForce is unable to correct a material nonconformance and if in StrikeForce's opinion such correction is not reasonably feasible, StrikeForce agrees to refund any prepaid License Fees to Distributor/Reseller (to be returned to End User) upon Distributor/Reseller's return of the Licensed StrikeForce Product(s) and all Documentation to StrikeForce or upon Distributor/Reseller's written certification that the Licensed StrikeForce Product(s) and Documentation have been destroyed.

9. Disclaimer of Certain Damages and General Limitation of Liability.

9.1 REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST OR ANTICIPATED PROFITS, GOODWILL, BUSINESS LOSS OF REVENUE OR THE USE OF MONIES, LOSS OF CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA AND OR UNDERTAKING THE RESTORATION OF DATA OR SOFTWARE RESTORATION, ANY DAMAGES RELATING TO THE PROCUREMENT BY CUSTOMER OF ANY SUBSTITUTE GOODS OR SERVICES, ANY TRAVEL AND OR ACCOMODATION EXPENSES, ANY SPECIAL INDIRECT LOSSES OR ANY INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR BREACH BY EITHER PARTY OF SECTIONS 2, 10 OR 11, NEITHER PARTY'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, INDEMNITY OBLIGATIONS, OR OTHERWISE, SHALL EXCEED THE AMOUNT PAID BY DISTRIBUTOR/RESELLER TO STRIKEFORCE UNDER THIS AGREEMENT FOR THAT INVOICED CUSTOMERS LICENSED SOFTWARE PRODUCT(S) WHICH CAUSED THE LIABILITY. IN NO EVENT SHALL STRIKEFORCE BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES.

10. Indemnification.

10.1(a) StrikeForce will defend, at its own expense, any legal action brought against Distributor/Reseller to the extent that it is based on a claim that the Licensed StrikeForce Product(s) used within the scope of this Agreement infringes a United States patent, copyright or trade secret of a third party, and StrikeForce will pay any final judgment against Distributor/Reseller in any such action if attributable to any such claim or incurred by Distributor/Reseller through settlement of such claim. However, such defense and payments are subject to the conditions that Distributor/Reseller must: (i) notify StrikeForce promptly in writing of such claim, (ii) permit StrikeForce to have sole control of the defense, compromise or settlement of such claim, including any appeals, and (iii) fully cooperate with StrikeForce in the defense or settlement of such claim. StrikeForce will pay those reasonable costs, damages or fees incurred by Distributor/Reseller in connection with such action or claim,

(b) Should the Licensed StrikeForce Product(s) become, or in StrikeForce's opinion be likely to become, the subject of any such infringement claim, Distributor/Reseller shall permit StrikeForce, at StrikeForce's option and expense, to (i) procure for Distributor/Reseller the right to continue using the Licensed product(s), or (ii) replace or modify the Licensed StrikeForce Product(s) so that it becomes non-infringing, or (iii) terminate the right to use the Licensed StrikeForce Product(s), upon which termination Distributor/Reseller agrees to promptly destroy all copies of the Licensed StrikeForce Product(s) and certify the same to StrikeForce, whereupon StrikeForce will refund to End User, License Fees for the Licensed StrikeForce Product(s) as depreciated on a straight-line three (3) year basis.

(c) StrikeForce shall have no liability for any claim of patent, copyright or trade secret infringement that is based on (1) the use of other than the latest version of the Licensed StrikeForce Product(s), if such infringement could have been avoided by the use of the latest version, and further provided that Distributor/Reseller has been notified of the infringement and has the opportunity to provide to customers the latest version with no additional charge (ii) the use or combination of the Licensed StrikeForce Product(s) with software, hardware or other materials not provided by StrikeForce, provided such infringement would not have arisen but for such use or combination, or (iii) use of the Licensed StrikeForce Product(s) in a manner other than that for which it was designed or contemplated as evidenced by StrikeForce's Documentation, or (iv) any unauthorized modification by Distributor/Reseller, customer or a third party of the Licensed StrikeForce Product(s), or (v) any compliance with designs, plans or specifications furnished by Distributor/Reseller or on Distributor/Reseller's or customers behalf.

10.2 Except with respect to StrikeForce's indemnity as described in this Section 10, Distributor/Reseller agrees to indemnify, defend and hold harmless StrikeForce, its shareholders, directors, officers, employees, agents and affiliated companies from and against any losses, costs, or damages (including reasonable attorneys' fees) resulting from or in connection with any claims by third parties resulting from or in connection with the use, manufacture, promotion or distribution of the Licensed StrikeForce Product(s) by Distributor/Reseller, its direct and indirect customers, provided that StrikeForce gives Distributor/Reseller prompt written notice of any such claim, tenders to Distributor/Reseller the defense or settlement of any such claim at Distributor/Reseller's expense, and cooperates with Distributor/Reseller, at Distributor/Reseller's expense, in defending or settling such claim.

10.3 THIS SECTION 10 STATES THE ENTIRE LIABILITY OF STRIKEFORCE, ANDD1STRIBUTOR/RESELLER AND END USER CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND STRIKEFORCE SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVED INFRINGEMENT.

11. Confidential Information. "Confidential Information" means any information disclosed by one Party to the other, which, if in written, graphic, machine-readable or other tangible form is marked as "Confidential" or "Proprietary", or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and reduced to a writing marked "Confidential" and delivered to the receiving party within thirty (30) days of such disclosure.

A Party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party's lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure; or (d) is independently developed by the other Party.

The Parties agree to hold each other's Confidential Information in confidence and not use such information except in furtherance of this Agreement during the term of the Agreement and for a period of three (3) years after the termination of this Agreement. The Parties agree that, unless required by law, they will not make each other's Confidential Information available in any form to any third party, or use each other's Confidential Information for any purpose other than the implementation of this Agreement. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

The terms and conditions of this Agreement, and the existence hereof, shall be each Party's Confidential Information, provided that either Party may disclose such Confidential Information (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of such Party; (iv) in connection with the requirements of an initial public offering or securities filing; (v) in confidence, to accountants, banks, and financing sources and their advisors; in confidence, in connection with the enforcement of this Agreement or tights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

12. In-Service Data. For the purposes of this Agreement, "In-Service Data" shall mean all data collected, used by, generated by or related to the Licensed StrikeForce Product(s). Upon StrikeForcels request, Distributor/Reseller agrees to deliver to StrikeForce all In-Service Data generated through the use of the Licensed product(s), and acknowledges that, while such In-Service Data may be used to improve the performance of the Licensed product(s) for Distributor/Reseller and its customers, that such ln-Service Data may also be used to train, refine, supplement or test the Licensed product(s), and that the resulting improvements to the Licensed product(s) may be used for the benefit of all StrikeForce licensees.

13. Term and Termination

13.1 Pursuant to the APLA, the term of this Agreement shall extend until such time as the Distributor/Reseller receives and accepts the white label versions of the StrikeForce products as provided in the APLA, and thereafter in regard to said white labeled versions of the StrikeForce products the license shall be exclusive and in perpetuity.

13.2 Should either party commit a material breach of its obligations hereunder, or should any of the representations of either party in this Agreement prove to be untrue in any material respect, the other party may, at its option, terminate this Agreement, by thirty (30) days' written notice of termination at any time, which notice shall identify and describe the basis for such termination. If, prior to expiration of such period, the defaulting party cures such default, termination shall not take place.

13.3 Either party hereto may, at its option and without notice, terminate this Agreement, effective immediately, should the other party hereto (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (4) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (5) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (6) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs.

13.4 Termination of this Agreement shall not relieve either party of the obligations incurred hereunder pursuant to, and shall not affect the applicability of the other provisions that, by their nature, should survive such termination.

13.5 Termination of this Agreement shall have no effect on any valid Licensed Software Product(s) granted by StrikeForce through Distributor/Reseller prior to any termination of this Agreement, so long as Distributor/Reseller and End Users comply with their respective agreements.

13.6 On termination of this Agreement, no additional Licensed Software Product(s) shall be shipped or downloaded by Distributor/Reseller and Distributor/Reseller shall not make any copies of any Licensed Software Product(s) for or to End Users. Upon termination, Distributor/Reseller shall (1) return to StrikeForce all copies of Licensed Software Product(s) delivered to Distributor/Reseller, including all copies thereof and (2) destroy, and certify to StrikeForce in writing through an officer of the corporation that it has destroyed, any copies of Licensed Software Product(s) in its possession.

13.7 Subject to the terms of the APLA, should Distributor/Reseller not conclude any sales within six months of the Effective Date, either Party may terminate this Agreement in their sole discretion, with or without cause, upon thirty days prior notice to the other Party after the first six months of this Agreement and any time thereafter until revenues from sales of greater than $50,000 are received by StrikeForce.

14. Miscellaneous.

14.1 Independent Contractors. Distributor/Reseller is an independent contractor under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Distributor/Reseller shall have no authority to enter into agreements of any kind on behalf of StrikeForce and shall have no further power or authority to bind or obligate StrikeForce in any manner to any third party.

14.2 Compliance With Law. Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.

14.3. No Assignment. Neither Party may assign or otherwise transfer its rights nor obligations under this Agreement to a third party unless approved in writing by the other Party, and any attempt to do so without the required consent shall be void. Notwithstanding the foregoing but subject to the exclusion set forth in the following sentence, either Party may assign its rights hereunder in connection with (i) a merger with, (ii) the sale of substantially all of its assets including this Agreement to, or (iii) a consolidation with a third party, in which case the assigning Party shall provide prompt written notice of such sale, merger or consolidation to the other.

14.4 Notices. Notices shall be sent to the persons at the address on the signing page, with a copy to:

StrikeForce Technologies, Inc.

1090 King George's Post Road Suite 603

Edison, NJ 08837

Attn: Mark L. Kay, CEO

AND FOR DESTR1BUTOR/RESELLER

Cyber Safety, Inc.  

3880 Veterans Memorial Hwy., Ste. 201

B o hemia, NY 11716

Attn: Daniel DelGiorno, President

All notices shall be written and sent by facsimile, e-mail, overnight courier or first-class certified mail, and shall be deemed received on the earlier of actual receipt or seven (7) business days after being mailed by first class certified mail or one (I) business day after being dispatched by an internaionally recognized express courier service.

14.5 Governing Law. Neither Party may institute legal proceedings with respect to any dispute or disagreement hereunder unless (a) the representatives of the Parties have met at least once in a good faith effort to resolve the dispute or disagreement, Of (b) no representative of the other Party has met for the initial meeting with respect to a dispute or disagreement within ten (10) days of a request for such a meeting at a mutually agreed location or via teleconference.

This Agreement shall be construed in accordance with the laws of the United States with specific jurisdiction in the applicable courts in the State of New Jersey. Distributor/Reseller agrees to submit to the exclusive jurisdiction of U.S. Law and specifically the jurisdiction of the state of New Jersey. Notwithstanding, both Parties agree that in any dispute over the terms of this Agreement or any issue arising under this Agreement, they will make a good faith effort to resolve the matter without litigation. Such efforts shall include, but are not limited to a meeting(s) attended by each Party's representative(s) empowered to resolve the dispute.

Distributor/Reseller agrees that any export or re-export of Licensed product shall be done in accordance with the United States Export Administration Regulations, and Distributor/Reseller hereby takes full responsibility and agrees to indemnify StrikeForce for any violations by Distributor/Reseller thereof in accordance with such terms set forth in this Agreement. Diversion contrary to U.S. Law is prohibited. The Licensed product is prohibited for export or reexport to Cuba, North Korea, Iran, Iraq, Libya, Syria and Sudan or to any person or entity on the U.S. Department of Commerce Denied Persons List or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.6 No Waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.

14.7 Force Majeure. Neither Party shall be liable to the other Party for any failure to perform any of its obligations under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire Mood, war, embargo, strike, Hot, terrorism, or the intervention of any governmental authority (a "Force Majeure"). In such event, the delayed Party must: (a) promptly notify the other Party in writing of the Force Majeure; and (b) use its best efforts to resume or commence performance under this Agreement. The delayed Party's time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events last longer than thirty (30) days, the other Party may immediately terminate this Agreement by giving the written notice to the delayed party, that it is terminating the Agreement due to the Force Majeure.

14.8 Severability. If any provision of, or clause within, this Agreement is deemed invalid by a court of competent jurisdiction, it is to that extent to be deemed omitted, unless the court can modify said provision or clause to make it valid and enforceable, in which case the provision or clause shall be so modified. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible.

14.9 Scope of Agreement. Each of the Parties hereto acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The Parties further agree that this Agreement is the complete and exclusive statement of agreement with respect to the subject matter hereof, and supersedes all proposals (oral or written), understandings, representations, conditions, warranties, covenants, and all other communications between the parties relating thereto. Only a writing that refers to this Agreement and is signed by both parties may amend this Agreement.

14.10 Taxes. In addition to any other payments due under this Agreement, Distributor/Reseller agrees to pay, and to indemnify and hold StrikeForce harmless from any sales, use, excise, import or export, value added or similar tax or duty not based on StrikeForce's net income, including any penalties and interest, as well as any costs associated with the collection or withholding thereof, and all governmental permit fees, license fees and customs and similar fees levied upon delivery by StrikeForce of the Licensed Software Product(s), which StrikeForce may incur in respect to this Agreement.

14.11 Export Control. The parties acknowledge that the manufacture and sale of the Licensed Software Product(s) is subject to the export control laws of the United States of America, including the U.S. Bureau of Export Administration regulations, as amen&d, and hereby agree to obey any and all such laws.

14.12. Conflicting Terms and Conditions. ACCEPTANCE BY STRIKEFORCE OF ANY PURCHASE ORDER PLACED BY DISTR1BUTOR/RESELLER IS CONDITIONED ON DISTRIBUTOR/RESELLER'S ASSENT TO THE TERMS SET FORTH HEREIN. SHIPMENT OF OR DOWNLOAD OF LICENSED PRODUCT(S) TO DISTRIBUTOR/RESELLER SHALL NOT IMPLY STRIKEFORCE'S ACCEPTANCE OF TERMS IN ANY PRE-PRINTED OR OTHER PURCHASE ORDER FOR THE LICENSED PRODUCT(S) OR DOCUMENTATION THAT ADD TO, ELIMINATE, OR CONFLICT WITH THIS AGREEMENT OR WITH STRIKEFORCE’S QUOTATION. SUCH CONFLICTING TERMS SHALL BE OF NO FORCE OR EFFECT, UNLESS SO AGREED BY THE PARTIES IN WRITING.

14.13. Translation of Certain Materials. Distributor/Reseller shall provide for the translation of end user documentation to be provided as part of the software and for such marketing materials to the extent that Distributor/Reseller considers such translation to be necessary for the purpose of promoting the software in the Territory. Distributor/Reseller shall provide such materials to StrikeForce for inspection and Distributor/Reseller shall not use or otherwise disseminate such materials without StrikeForce's prior written approval. Distributor/Reseller shall ensure that all right, title and interest in such translations shall vest in StrikeForce, and Distributor/Reseller hereby assigns whatever interest it may have in such materials to StrikeForce. StrikeForce will ensure that no competing distributor uses or has rights to the translation.

I N WITNESS WHEREOF, the Parties hereto have caused this Distributor/Reseller Agreement to be executed as of the Effective Date as indicated in the preamble to the Agreement.

StrikeForce or SFT			Distributor/Reseller
StrikeForce Technologies, Inc.			Cyber Safety, Inc.
By:	/s/ Mark L. Kay		By:	/s/ Daniel DelGiorno
	Mark L. Kay			Daniel DelGiorno
	CEO			President

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EXHIBIT A

L I CENSED SOFTWARE PRODUCT(S) AND PRICING StrikeForce Technologies, Inc.

This Exhibit A to the Agreement states the Parties' agreement on material terms related to the purchase and sale of StrikeForce Products under the Agreement. All terms and conditions of the Agreement including the procedures for modification of this Attachment control this Attachment.

1. Annual Commitment

W aived.

2. Products and pricing schedules

Distributor/Reseller is authorized to resell the following Product(s) in accordance with the terms of this Agreement, If Distributor/Reseller breaches any term of this Agreement, StrikeForce may revoke Distributor/Reseller's authorization to resell the Products.

Product Description

GuardedID Ò

MobileTrust Ò

ProtectID Ò

MobileTrust Ò and GuardedID Mobile SDK and all products developed in the future

Pursuant to the APLA, Distributor/Reseller shall pay StrikeForce Until the Asset Purchase Promissory Note is executed and paid in full, Distributor/Reseller shall be obligated to pay to StrikeForce the Percentage Payment; however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4 of the APLA, shall be modified to be 20%.

The Percentage Payment shall be payable to STI by the 15 t h of each month for all Malware Suite licenses which Distributor/Reseller was paid for in the prior month.

F ollowing payment in full of the Promissory Note, as Distributor/Reseller will own the “GuardedID” and “MobileTrust” software and the underlying patents, subject to paragraph 1.1.5.4 of the APLA, the Percentage Payment obligation will continue to be paid until September 30, 2020, when the Percentage Payment obligation will be terminated in regard to the GuardedID and Mobile Trust software and underlying patents.

F ollowing September 30, 2020, in regard to Distributor/Reseller Net Amount Received (as defined in paragraph 3.1.3.4 of the APLA) received in regard to sale or licensing of the White Label Products which include the ProtectID software product, Distributor/Reseller shall pay to StrikeForce fifteen percent (15%) of one-half (1/2; i.e., 50.00%) of the Distributor/Reseller Net Amount Received (as defined in paragraph 3.1.3.4 of the APLA).

3. Currency and Place of Payment. All of the payments due to StrikeForce are to be paid in U.S. Dollars via wire transfer, free of any withholding tax, currency control, or other restrictions or taxes for all sales and those imposed by any other jurisdiction in which Distributor/Reseller conducts business reselling the StrikeForce products. All Payments are to be wired to the following:

Citibank NA

308 US Highway 9

North Woodbridge, NJ 07095

ABA Routing Number: 021272655

Operating Account Number: 759611325

StrikeForce Technologies, Inc.

The prices for the Licensed StrikeForce Products do not include any U.S. or foreign government taxes or fees. Distributor/Reseller is responsible for any and all such payments and any and all taxes and fees imposed upon Distributor/Reseller. Except for StrikeForce's U.S. income taxes, Distributor/Reseller agrees to pay any and all sales, use, value added, withholding, excise, custom, import, VAT, currency conversions, money transfer taxes (or fees), invoice tax, withholdings and or business taxes from or through any bank or any taxing authority as may be required Under Country law for payment to StrikeForce. StrikeForce will be responsible for its own income tax as may be imposed by or under the obligations of the United States Government.

4. Territory. Distributor/Resellers Territory is any global territory the United States government allows exports of the Malware Suite software to at the time.

5. Payments. All payments are due within thirty (30) days.

EXHIBIT B

STRIKEFORCE TECHNOLOGIES, INC.

GUARDEDID Ò

ENTERPRISE LICENSE AND WARRANTY

NOTICE: BY USING OR INSTALLING ANY PART OF THIS SOFTWARE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS, USE OR INSTALL ANY PART OF TIE SOFTWARE. IF YOU ARE UNWILLING TO ACCEPT THE TERMS, RETURN THE FULL PRODUCT WITH YOUR RECEIPT TO STRIKEFORCE TECHNOLOGIES, INC. (HEREINAFTER REFERRED TO AS "StrikeForce") WITHIN THIRTY (30) DAYS OF PURCHASE FOR A FULL REFUND AS SPECIFIED BY THE GUARANTEE.

GUARANTEE:

I f you are the original licensee of the Software and you are dissatisfied with it, for any reason, you may return the complete product together with your receipt and a letter, signed by an officer of your company certifying that any and all copies of the product(s) have been removed from your computers and files. Please send all requested information to StrikeForce Technologies,

I nc., postage prepaid (if applicable), for a full refund at any time during the thirty (30) day period following the date of purchase. After thirty (30) days, Software is not returnable for full or partial refund for the remainder of the purchased License subscription period.

USE OF SOFTWARE:

The software that accompanies this license (the "Software") is the property of StrikeForce or its licensors and is protected by copyright law and international intellectual property treaties. This software is licensed and not sold. Except as may be modified by a written license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows:

· YOU MAY:

(i) Use only one copy of the Software;

(ii) Make one copy of the Software for archival (or Backup) purposes, or copy the software onto the hard disk of your computer and retain the original for archival purposes;

(iii) Use the Software on a network, provided that you have paid for a licensed copy of the Software for each computer that can access the Software over that network;

(iv) After written notice to StrikeForce, transfer the Software on a permanent basis to another person or entity, provided that you do not retain any copies of the Software and the transferee agrees to the terms of this Agreement; and

·  YOU MAY NOT:

(i) Copy the documentation that accompanies the Software;

(ii) Make any copies of all or part of the Software other than as expressly permitted in this Agreement;

(iii) Sublicense, rent or lease any portion of the Software or host the Software on your computer for others to use unless expressly licensed to do so;

(iv) Reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software; or

(v) Use a previous version or copy of the Software after you have received a disk replacement set or an upgraded version as a replacement of the prior version. Upon upgrading the Software, all copies of the prior version must be destroyed.

(vi) Use the GuardedIDO or CryptoColoa trademark as part of a product name, trademark or business name without prior written approval from StrikeForce.

(vii) Create, market or distribute add-ons or enhancements to the Software without the prior written consent of StrikeForce.

(viii) Copy any portion of the GuardedIDO product graphical user interface for incorporation into or use for any software or other product without the prior written consent of StrikeForce.

· YOU ACKNOWLEDGE AND AGREE THAT:

(1) StrikeForce or its licensor are the exclusive owners of all rights in the Software, including all intellectual property rights now in existence or which come into aistence.

(ii) You will comply with all of the ternis and conditions of this Agreement.

(iii) Any violation by you of this Agreement will cause StrikeForce or its Licensor irreparable harm entitling StrikeForce to immediate and permanent injunctive relief in addition to all other available remedies.

(iv) Any claim or dispute relating to this Agreement must be brought in the appropriate state or federal court located in Trenton, New Jersey. You agree to the assertion of personal jurisdiction over you by the State of New Jersey and the New Jersey courts, and you waive the right to challenge personal jurisdiction.

(v) You have had a complete opportunity to review and understand this Agreement before installing the Software.

CD and or DVD LIMITED WARRANTY:

StrikeForce warrants that the Software when distributed on a CD or a DVD will be free from material defects for a period of thirty (30) days from the date of delivery of the Software to you. Thirty (30) day limited warranty only applies to Software distribution on CD/DVD media. Your sole remedy in the event of a breach of this warranty will be that StrikeForce will, at its option, replace any defective media returned to StrikeForce within the warranty period or refund the money you paid for the Softmare.

SOFTWARE PERFORMANCE LIMITED WARRANTY:

StrikeForce warrants the Software's current capabilities for the full term of the License subscription period from the date of Software delivery. Software functionality may become limited due to conflict with other third party software applications or changes to the Internet (out of StrikeForcels control). StrikeForce agrees it will work to resolve Internet and standard Windows application compatibility issues within its ability and as expeditiously as possible. StrikeForce does not guarantee all unforeseen issues will be resolvable due to the lack of control over third party programming and products. Your sole remedy, in the event of an issue of this Performance Warranty, is stipulated in the StrikeForce Guarantee. StrikeForce does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be erropfree.

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

DISCLAIMER OF DAMAGES:

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL STRIKEFORCE OR ITS LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF STRIKEFORCE OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO CASE SHALL STRIKEFORCE'S LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER YOU INSTALL THE SOFTWARE OR ACCEPT THESE TERMS.

TERMINATION:

You agree that StrikeForce may terminate this agreement upon a breach by you of the terms and conditions of this Agreement or may cease providing service at any time in its sole discretion.

RESTRICTED RIGHTS LEGEND: All StrikeForce software and documentation are commercial in nature. The Software and Software documentation are "Commercial Items", as that term is defined in 48 C.F.R. §2.10l, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(I), and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.27-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. StrikeForce's Software and Software documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this license agreement. Manufacturer is STRIKEFORCE TECHNOLOGIES, INC. Customer Sales and Service, 1090 King Georges Post Road, Suite 603, Edison, New Jersey, 08837, USA.

EXPORT CONTROLS:

The Software and the underlying information and technology may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Afghanistan, Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Software, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

GENERAL:

This Agreement will be governed by the substantive laws of the State of New Jersey, U.S.A. relating to contracts made there. The U.N. Convention on the International Sale of Goods is expressly excluded. This Agreement may only be modified by a license addendum, which accompanies this license, or by a written document that has been signed by both you and StrikeForce. Should you have any questions concerning this Agreement, or if you desire to contact StrikeForce for any reason, please write: STRIKEFORCE TECHNOLOGIES, INC., Customer Sales and Service, 1090 King Georges Post Road, Suite 603, Edison, New Jersey, 08837, USA.

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