Westminster international university in tashkent

E-MAIL

To: John Grisham

From: 00007608

Subject: The Outcome of Negotiations

Dear John Grisham, it is an e-mail informing you about the outcome of the negotiations. The following results were reached during the negotiations.

1. Licensing Agreement. Other shareholders generally agreed with the licensing agreement, but asked to add new term to the termination clause of the agreement. This term needs to be the following: “The Licensor is obliged to continue selling non-exclusive license to company by making new licensing agreement, in case the Licensor leaves the company”. You are advised to agree on this term, because it will allow you to continue receiving royalties from non-exclusive license for your IP.

2. The amendment of S.6 of Articles of Association. Other shareholders unanimously agreed on the amendment of S.6 of Articles of Association, which will give you the flexibility in performing the licensing agreement as the director and the shareholder at the same time.

3. The provision of “Revision Rights”. All shareholders agreed on implementing this provision into Shareholders’ Agreement. However, your candidacy to become the only reviser under this provision was rejected. Consequently, other shareholders will also have the right to revise the financial and economical actions of the company, but it will not affect your access to the insider information.

4. Your candidacy for the post of director. All shareholders unanimously agreed on your appointment as the director. However, it is advised to you not to become the director as long as you will have the revision right, which grants you with the right to observe and have some level control in the company’s actions. If you still would like to be the director, you need to consider the duties that you need to comply (see paragraph 8 of the Memorandum).

5. Alternate director and voting agreement. All shareholders agreed on the appointment of alternate director and on making voting agreements. However, Richard and Melanie also would like to have such agreement. It is important to note that this agreement may lead to the deadlock in voting process and therefore you are advised to consider the S. 5.1 of Articles of Association in these situations.

6. Know-How. All shareholders rejected the availability of paying the shares by your Know-How. Consequently, you will have to pay for your shares by money.

7. The amendment of S.8.1 in Shareholders’ Agreement. All shareholders gave the consent to amend this section, which will give you the right to sell your IP licenses for other entities, although you will leave the company. However, you must comply with other restrictions under this section; otherwise, it will be the breach of the Shareholders’ Agreement.

8. Exclusive wholesale and retail-sale trading rights. Beatrice and Richard asked the permission for these exclusive trading rights. As your representative, I put the condition that you will give the permission, if they manage to sell the company’s product in a year for the amount of money that you and other shareholders will settle. In case if they do not manage to sell, they will lose these exclusive rights. This will allow the company to gain more profit and it will also be beneficial for you as you will get the desired amount of royalties.

The record of negotiations: https://youtu.be/FGBIPqym7rE

https://youtu.be/sRrElzwar2U