Licensing Agreement [Amendment No. 1] - Air Taser Inc. f/k/a ICER Corp. and John H. Cover Jr.
AMENDMENT TO LICENSING AGREEMENT THIS AMENDMENT TO LICENSING AGREEMENT ("AMENDMENT") is made and entered into this 31st day of August, 1996, by and between John H. Cover, Jr. ["JACK COVER"] and Air Taser, Incorporated f/k/a/ ICER Corporation, an Arizona corporation ["AIR TASER"]. In consideration of the covenants and agreements hereinafter set forth, the amounts of money paid in accordance herewith, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, that certain Licensing Agreement dated October 15, 1993 ("LICENSE") is hereby amended as follows: 1. AIR TASER hereby agrees to pay to JACK COVER and JACK COVER hereby agrees to accept the sum of One Hundred Thousand Dollars ($100,000) in full payment and satisfaction of any and all minimum royalties and earned royalties now due or hereinafter accruing to JACK COVER from AIR TASER pursuant to the terms of the LICENSE as originally executed or as subsequently modified or amended, in writing, prior to the date hereof. Said payment shall be made contemporaneously with the full execution and delivery of this AMENDMENT by each of the parties hereto. 2. JACK COVER, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, for: (i) himself, (ii) his heirs, (iii) his legal representatives, legatees, successors and assigns of all of the foregoing persons and entities, hereby releases and forever discharges AIR TASER, any past, present and future shareholders, successors, assigns, officers, directors, agents, attorneys and employees of AIR TASER, together with their respective heirs, legal representatives, legatees, successors, and assigns, of and from all actions, claims, demands, damages, debts, losses, liabilities, indebtedness, causes of action either at law or in equity and obligations of whatever kind or nature, whether known or unknown, direct or indirect, new or existing, by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof concerning any minimum of earned royalties which are now due or which may hereafter accrue to JACK COVER pursuant to the terms of the LICENSE. 3. This AMENDMENT embodies the entire agreement between the parties and supersedes any prior agreements or understanding between them in connection with the subject matter hereof and the transactions contemplated hereby. There are no oral or parol agreements, representations, or inducements existing between the parties relating to this transaction which are not expressly set forth herein and covered hereby. All terms of this AMENDMENT are contractual and not mere recitals and shall be construed as if drafted by all parties hereto. The terms of this AMENDMENT are and shall be binding upon each of the parties hereto, their agents, employees successors and assigns, and upon all other persons -1 of 2- claiming any interest in the subject matter hereof through any of the parties hereto. 4. To the extent that this AMENDMENT contradicts, is inconsistent or in conflict with any prior agreements between or among any or all of the parties, this AMENDMENT supersedes any conflicting or inconsistent provision of any prior agreement and is controlling to the extent necessary to resolve such conflict or inconsistency. Any and all provisions in a prior agreement not inconsistent with this AMENDMENT remain valid and binding. 5. It is acknowledged that the parties hereto have read this AMENDMENT and consulted counsel before executing same; that they have relied upon their own judgment and that of their respective counsel in executing this AMENDMENT and have not relied on or been induced by any representation, statement or act by any other party referred to in this instrument; that the parties hereto have entered into this AMENDMENT voluntarily, with full knowledge of its significance; and that this AMENDMENT is in all respects complete and final. 6. If any term or provision of this AMENDMENT or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid and/or unenforceable by a court of competent jurisdiction, the remainder of this AMENDMENT, or the application of such term or provisions to persons, entities or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of the AMENDMENT shall be valid and be enforced to the fullest extent permitted by law. 7. This AMENDMENT may not be amended, changed, or modified except by written instrument executed by all parties hereto. 8. This AMENDMENT shall be construed and enforced according to the laws of the State of Arizona. 9. This AMENDMENT may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one instrument. IN WITNESS WHEREOF, the parties have caused this AMENDMENT to be duly executed as of the day and year first above written. AIR TASER, INCORPORATED By: /s/ Patrick Smith /s/ John H. Cover, Jr. ----------------- ------------------ John H. Cover, Jr. 11 Half Moon Bend Coronado, CA 92118 Title: President -------------- -2 of 2-