Licensing Agreement [Amendment No. 2] - Air Taser Inc. f/k/a ICER Corp. and John H. Cover Jr.
2nd AMENDMENT TO THE AIR TASER LICENSING AGREEMENT This 2nd Amendment to the AIR TASER licensing agreement (2nd 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 considerations, 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 FIFTEEN THOUSAND DOLLARS ($15,000) in full payment for a limited exclusivity for rights to technology embodied in U.S. patent #5,078,117 ["The '117 Patent"]. In accordance with this limited exclusivity, Jack Cover agrees that he shall license no other company, person, or entity of any type to utilize the technology described in the '117 patent for use in electronic weapon system other than the companies licensed for such use prior to this 31st day of August, 1996. These pre-existing licenses are non transferable and shall not be transferred to any entity other than the original license holder as enumerated below. Further, Mr. Cover shall not expand or modify the rights of the existing licensees, as listed below, without written approval from AIR TASER, Inc. A comprehensive listing of such licensed companies is given below: a) EESTI, Engineering, LLC, a company in Poway, CA. (Copy of license attached as Exhibit A.) b) Yong Suk Park, d.b.a. Bestex, Co. (Copy of license addendum regarding '117 patent rights attached as Exhibit B.) 2. This agreement in no way binds Mr. Cover from licensing rights to utilize the '117 technology in applications which are not electronic weapons. Mr. Cover is free to license any person, company, association, agency, or entity of any type to utilize the '117 technology so long as the license contains the specific language below: "The licensee may not use the technology embodied in U.S. Patent #5,078,117 in conjunction with any electronic weapon system. The violation of this restriction shall cause immediate cancellation of this license without notice, and may cause damages payable to John H. Cover and/or AIR TASER, Inc." 3. If any term or provision of this 2nd 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 2nd Amendment, or the application of such term or provisions to persons, entities, or <PAGE> 8 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 2nd Amendment shall be valid and be enforced to the fullest extent permitted by law. 4. This 2nd Amendment may not be amended, changed, or modified except by written instrument executed by all parties hereto. 5. This 2nd Amendment shall be construed and enforced according to the laws of the state of Arizona. IN WITNESS WHEREOF, the parties have caused this 2nd 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. _________________ ______________________ President John H. Cover, Jr. 11 Half Moon Bend Coronado, CA 92118