Pursuant to written consent of a majority of the outstanding common stock taken September 2, 2003, Indigo Energy Inc. (Napa, CA) has signed and executed a Sales Agreement pursuant to which it has sold the company’s intellectual property to Cobalt Energy LLC.
After three years of attempting to raise capital to exploit the company’s intellectual property, the company was unable to obtain financing. Accordingly, the company sought out alternative means of trying to preserve stockholder values. The board of directors determined that the opportunity to eliminate the company’s indebtedness and to possibly participate in future revenues derived from the exploitation of the company’s intellectual property was adequate consideration for the sale of the intellectual property to Cobalt Energy.
The company has sold all of its intellectual property, including all inventions, patents, patent applications, trade secrets, trademarks, trademark applications, and copyrights. Pursuant to the agreement, Cobalt has assumed sole and full responsibility for the amounts owing by the company, approximately $101,000. Pursuant to the agreement, within six years from the execution of the agreement, if Cobalt, within any fiscal year, achieves a profit of more than $3,000,000 in that fiscal year, defined as the "breakpoint year", based on the intellectual property covered by the agreement, Cobalt agrees to pay Indigo Energy a share of profits equal to 4% for that fiscal year and the two fiscal years immediately following the breakpoint year, but in any event not to exceed $600,000 in total; and Cobalt Energy has the right to buy itself out of the obligation to Indigo Energy at any time for the sum of $500,000.
