Disclosure Schedules
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Schedule 2.1 — Organization
Schedule 2.10 — Real Property
Schedule 2.12 — Material Contracts
Schedule 2.15 — Intellectual Property
Schedule 2.18 — Tax Matters
Schedule 2.21 — Insurance
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Drafting 3.9 Material Contracts
Drafting 3.15 Intellectual Property
Drafting 3.17 Employee Benefits
Drafting 3.20 Insurance
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Schedule 3.15
Intellectual Property
(a) Patents and Patent Applications. The following patents and patent applications are owned by the Company:
| Title | Patent / App. No. | Jurisdiction | Filing Date | Status | Inventor(s) |
|---|---|---|---|---|---|
| Distributed Data Processing System [31] | US 11,234,567 | United States | Mar. 12, 2020 | Issued Aug. 4, 2022 | J. Smith, R. Chen |
| Machine Learning Optimization Method [33] | US App. 17/456,789 | United States | Aug. 5, 2022 | Pending | V. Connelly |
| Automated Pipeline Configuration [38] | US App. 18/789,012 | United States | Jul. 22, 2023 | Pending | R. Chen, M. Torres |
[Internal Note: Prosecution files for US App. 17/456,789 and US App. 18/789,012 were not provided in the data room. Status confirmed via USPTO Public PAIR.]
(b) Trademarks and Service Marks. The following trademark registrations and applications are owned by the Company:
| Mark | Reg. / App. No. | Jurisdiction | Class(es) | Filing Date | Reg. Date | Status |
|---|---|---|---|---|---|---|
| CERTUS [57] | Reg. No. 6,789,012 | United States | 9, 42 | May 20, 2021 | Apr. 14, 2022 | Registered |
| CERTUS DATA PLATFORM [83] | App. No. 97/123,456 | United States | 9, 42 | Nov. 3, 2023 | — | Pending |
| CERTUS (design) [84] | App. No. 97/234,567 | United States | 9 | Jan. 8, 2024 | — | Pending |
(c) Domain Names. The following domain names are registered to the Company: certus.com, certusinc.com, certusdata.com, and certusplatform.com. All registrations are current and are maintained through Cloudflare Registrar. [32]
(d) Licensed Intellectual Property (Inbound). The Company is a licensee under the following material intellectual property agreements:
(i) Software License Agreement dated April 1, 2022, between Amazon Web Services, Inc. and the Company, for cloud infrastructure services (the “AWS Agreement”). [18]
(ii) Software License Agreement dated July 15, 2022, between Snowflake Inc. and the Company, for data warehousing services. Annual license fee: approximately $120,000. [19]
(iii) Patent License Agreement dated October 1, 2021, between DataCore Systems LLC and the Company (the “DataCore License”), granting a non-exclusive license under U.S. Patent No. 10,987,654 for data compression methods. The DataCore License includes a change-of-control provision requiring prior written consent for assignment. [24]
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Schedule 3.9
Material Contracts
(a) Customer Agreements.
1. Master Service Agreement, by and between the Company and Meridian Health Systems, Inc., dated as of January 15, 2023. [1]
2. Master Service Agreement, by and between the Company and Ridgeline Financial Group, LLC, dated as of April 1, 2023. [2]
3. Order Form, by and between the Company and Atlas Logistics Corp., dated as of September 1, 2023. [3]
4. Master Service Agreement, by and between the Company and Coastal Capital Partners, LP, dated as of November 15, 2023. [4]
5. Enterprise License Agreement, by and between the Company and Vantage Media Holdings, Inc., dated as of February 1, 2024. [5]
6. Master Service Agreement, by and between the Company and BrightPath Education, Inc., dated as of June 10, 2024. [6]
(b) Vendor and Service Agreements.
1. Enterprise Agreement, by and between Amazon Web Services, Inc. and the Company, dated as of April 1, 2022. [7]
2. Subscription Agreement, by and between Snowflake Inc. and the Company, dated as of July 15, 2022. [8]
3. Master Services Agreement, by and between Wilson & Hayes LLP and the Company, dated as of January 10, 2022. [9]
4. Statement of Work No. 1 under the Master Services Agreement, by and between Apex Consulting Group, Inc. and the Company, dated as of June 1, 2023. [10]
(c) Real Property Leases.
1. Office Lease Agreement, by and between 245 Main Street LLC and the Company, dated as of August 1, 2022, as amended by that certain First Amendment to Lease, dated as of March 1, 2024. [11]
(d) Intellectual Property Licenses.
1. Patent License Agreement, by and between Helix Technologies, Inc. and the Company, dated as of October 15, 2022. [12]
2. Trademark Coexistence Agreement, by and between the Company and Certus Holdings GmbH, dated as of May 1, 2023. [13]
3. Software License Agreement, by and between Oracle America, Inc. and the Company, dated as of January 1, 2023. [14]
(e) Indebtedness and Credit Agreements.
1. Revolving Credit Agreement, by and among JPMorgan Chase Bank, N.A., the Company, and the lenders party thereto, dated as of August 1, 2023. [15]
2. Convertible Promissory Note, issued by the Company in favor of Sequoia Capital US Growth Fund X, L.P., dated as of December 1, 2023. [16]
(f) Employment and Consulting Agreements.
1. Executive Employment Agreement, by and between the Company and Sarah Chen (Chief Executive Officer), dated as of March 15, 2021. [17]
2. Executive Employment Agreement, by and between the Company and Marcus Rodriguez (Chief Technology Officer), dated as of March 15, 2021. [18]
Meridian Health Systems - Master Service Agreement.pdf
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Service Provider shall defend, indemnify, and hold harmless Client from and against any third-party claims arising out of Service Provider’s negligence or willful misconduct in connection with the performance of the Services.
10. CONFIDENTIALITY
Each party agrees that all information disclosed by the other party in connection with this Agreement that is designated as confidential shall be held in strict confidence and shall not be disclosed to any third party without the prior written consent of the disclosing party.
11. ASSIGNMENT
Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that any Change of Control of Customer (whether by merger, consolidation, or sale of substantially all of Customer’s assets) shall constitute an assignment requiring Provider’s prior written consent, which consent may be withheld in Provider’s sole discretion. [1]
12. TERM AND TERMINATION
The initial term of this Agreement shall be thirty-six (36) months commencing on the Effective Date. Either party may terminate this Agreement for cause upon thirty (30) days’ prior written notice if the other party materially breaches this Agreement and fails to cure such breach within such notice period.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
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Certus, Inc - Disclosure Schedules.docx
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