S-1

As filed with the Securities and Exchange Commission on November 12, 2010

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GEOTAG INC.

(Exact Name Of Issuer in Its Charter)

Delaware	7370	27-3072934
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification No.)

Antony Norris, President

GEOTAG INC.

555 Republic Drive

Suite 200

Plano, Texas 75074

(972) 422-9129

(Address and Telephone Number of Principal Executive Offices)

Antony Norris, President

GEOTAG INC.

555 Republic Drive

Suite 200

Plano, Texas 75074

(972) 422-9129

(Name, Address and Telephone Number of Agent for Service)

Copies of all communications to:

Michael A. Hedge Joshua A. Lane K&L Gates LLP 1900 Main Street, Suite 600 Irvine, California 92614 (949) 253-0900 Lynne Bolduc Eric Shu Oswald & Yap LLP 16148 Sand Canyon Ave. Irvine, California 92618 (949) 788-8900

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of  Registration Fee
Common stock, par value $0.01 per share (1)		$	$7,187,500(4)	$512.47
Common stock, par value $0.01 per share (2)		$	$	$
Underwriter’s warrant to purchase common stock (3)		—	—	—  (5)
Shares of common stock issuable upon exercise of the underwriter’s warrant		$	$   431,250(6)	$  30.75
Total		$	$7,618,750	$543.22

(1) Includes additional shares that the underwriter has the option to sell. See “Underwriting”.

(2) This Registration Statement also covers the resale by certain selling stockholders of up to             shares of common stock under a separate resale prospectus. Once the number of shares offered for resale by the selling stockholders is determined, we will update the registration fee table above and pay the corresponding fee.

(3) In connection with the sale of the shares of common stock, the Registrant will issue to the underwriter a warrant to purchase up to              shares of common stock, par value $0.01 per share.

(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(5) No fee required pursuant to Rule 457(g).

(6) Determined in accordance with Rule 457(i) based upon the estimated exercise price of the warrants.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses as set forth below:

• A prospectus, which we refer to as the Primary Offering Prospectus, to be used for the public offering by the Registrant of up to              shares of the Registrant’s common stock, through the underwriter named on the cover page of the Primary Offering Prospectus on a “best efforts” basis.

• A prospectus, which we refer to as the Resale Prospectus, to be used for the resale from time to time of up to              shares of the Registrant’s common stock by certain selling stockholders of the Registrant. The Resale Prospectus is substantively identical to the Primary Offering Prospectus, except for the following principal differences:

• they contain different outside and inside front covers;

• they contain different Offering sections in the Prospectus Summary section;

• they contain different Use of Proceeds sections;

• the Capitalization and Dilution sections from the Primary Offering Prospectus are deleted from the Resale Prospectus;

• a Selling Stockholder section is included in the Resale Prospectus;

• the Underwriting section from the Primary Offering Prospectus is deleted from the Resale Prospectus and a Plan of Distribution is inserted in its place; and

• the outside back cover of the Primary Offering Prospectus is deleted from the Resale Prospectus.

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 12, 2010

PRELIMINARY PROSPECTUS

             Shares

Common Stock

This is the initial public offering of shares of common stock, par value $0.01 per share, of GEOTAG INC. We are offering              shares of our common stock on a best efforts basis through the underwriter named below. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $             and $             per share. We intend to apply to have our common stock approved for listing on the New York Stock Exchange, or the NYSE, under the symbol “GTG.” As this offering is a best efforts offering, the NYSE may be unable to admit our common shares for listing until the completion of the offering and upon the satisfaction of the NSYE listing standards. There is no assurance that our NYSE application will be approved.

This investment involves a high degree of risk. We urge you to read carefully the “Risk Factors” section beginning on page 6.

	Price Per Share	Total
Public offering price	$	$
Underwriting commission	$	$
Proceeds, before expenses, to GEOTAG INC.	$	$

C. K. Cooper & Company is acting as our underwriter in this public offering on a best efforts basis. The offering is not contingent upon the occurrence of any event or the sale of a minimum or maximum number of shares. The underwriter does not have an obligation to purchase any shares and as a result, we may not receive any proceeds from the offering.

If the underwriter sells more than              shares of common stock, the underwriter has the option to sell up to an additional              shares of common stock at the initial public offering price less the underwriting discount.

Please see “Underwriting” beginning on page 53 of this prospectus for more information regarding our arrangements with the underwriter.

In addition to this prospectus, the Registration Statement of which this prospectus forms a part also includes another separate and distinct prospectus, which we refer to as the Resale Prospectus. The Resale Prospectus relates to the offer and sale of up to              shares of our common stock which may be resold from time to time by the selling stockholders identified in the Resale Prospectus. Since there is currently no public market established for our securities, the selling stockholders will sell at a fixed price equal to $             per share. However, once and if our shares of common stock are approved for listing on the NYSE, the selling stockholders may sell the resale shares from time to time at the market price prevailing on the NYSE at the time of offer and sale, or at prices related to such prevailing market prices, in negotiated transactions or in a combination of such methods of sale directly or through brokers. We will not receive any proceeds from the sales by the selling stockholders.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the shares of common stock to purchasers on or about             , 2010.

The date of this prospectus is                     , 2010

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		15
USE OF PROCEEDS		16
DIVIDEND POLICY		17
CAPITALIZATION		18
DILUTION		19
SELECTED FINANCIAL DATA		21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
BUSINESS		30
MANAGEMENT		37
EXECUTIVE COMPENSATION		41
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		44
PRINCIPAL SHAREHOLDERS		46
DESCRIPTION OF CAPITAL STOCK		47
SHARES ELIGIBLE FOR FUTURE SALE		51
UNDERWRITING		53
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS		55
LEGAL MATTERS		58
EXPERTS		58
ADDITIONAL INFORMATION		58
INDEX TO FINANCIAL STATEMENTS		F-1

You should only rely on the information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are not, and the underwriter is not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, prospects, financial condition and results of operations may have changed since that date.

This document may only be used where it is legal to sell these securities. Certain jurisdictions may restrict the distribution of these documents and the offering of these securities. We require persons receiving these documents to inform themselves about and to observe any such restrictions. We have not taken any action that would permit an offering of these securities or the distribution of these documents in any jurisdiction that requires such action.

GEOTAG, WHEN “WHERE” MATTERS, GEOMAS and ZLAND are registered trademarks of GEOTAG INC. All rights reserved.

Industry and Market Data

Unless otherwise indicated, the market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Although we believe these third-party sources are reliable, we have not independently verified the information. None of the sources cited in this prospectus has consented to the inclusion of any data from its reports, nor have we sought their consent. In addition, some data are based on our good faith estimates. Such estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as our own management’s experience in the industry, and are based on assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable. However, none of our estimates have been verified by any independent source. Our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section of this prospectus and the other information contained herein. These and other factors could cause our actual results to differ materially from those expressed in the estimates and assumptions.

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read the entire prospectus, including “Risk Factors” and our financial statements and related notes, before you decide whether to invest in our common stock. Investing in our common stock involves risks. See “Risk Factors.” All dollar amounts referred to in this prospectus are in U.S. dollars unless otherwise indicated. Any discrepancies in the tables included herein between the amounts listed and the totals thereof are due to rounding.

Unless otherwise indicated or unless the context otherwise requires, all references in this document to “we,” “us,” “our,” the “Company” and similar expressions are references to GEOTAG INC.

Our Business

We are a geo-location technology provider with headquarters in Plano, Texas. Our technology is based on fundamental technology described in U.S. Patent Number 5,930,474, which we own and refer to in this prospectus as the 474 Patent, entitled “Internet Organizer for Accessing Geographically and Topically Based Information.” This location-based technology, which we refer to in this prospectus as the GEOTAG Technology, is a spatial information management technology that makes possible a range of location-enabled online applications, and can be used by third-party, location-based applications and geography-reliant systems and infrastructures. Companies providing these online applications will be able to license the GEOTAG Technology from us in order to interactively and dynamically retrieve data from a database and associate retrieved data with a location. GEOTAG Technology, in brief, makes effective and efficient online geographic differentiation possible.

We believe that geographic information is pervasive in today’s information-centric environment and that the prevalence of business systems designed to exploit geography suggests the importance of spatial information management. The determination of location is, in our opinion, a fundamental requirement in many online activities, and is an increasingly attractive feature for a variety of recreational and business applications. Furthermore, determination of location is a common dimension of almost all business information and an important element for many business decisions. Integrating location into applications enables organizations to make better decisions, respond to customers more effectively, and reduce costs. For consumers, geographically served information is more useful, easier to access and timelier to act on. We believe that the more targeted data and information is the more relevant it is, and, in turn, it can be used more efficiently and cost effectively than broadly organized data and information.

The patent application based on this technology was filed with the United States Patent and Trademark Office, or USPTO, on January 31, 1996, and the 474 Patent was subsequently issued on July 27, 1999. The GEOTAG business, including the 474 Patent and the GEOTAG trademark, was purchased by Ubixo Limited (formerly known as M2 Global Ltd.), an Antigua company and leading provider of software for electronic payment, in February 2009. In this prospectus, we refer to Ubixo Limited from time to time as “Ubixo.”

Spin-Off from Ubixo Limited and Purchase of the 474 Patent

On July 1, 2010, we were formed as a subsidiary of Ubixo. On July 12, 2010, we were spun off from Ubixo as a stand-alone, independent operating entity. The GEOTAG business was a non-core business for Ubixo, and thus Ubixo spun us off primarily to allow Ubixo management to focus on its core business lines, while giving us, as a separated entity, the ability to devote the attention necessary to maximize the value of the GEOTAG business for our stockholders. In connection with the spin-off, Ubixo transferred the GEOTAG business, including the 474 Patent and GEOTAG trademark, to us in exchange for our assumption of certain Ubixo

1

indebtedness and 132,756,448 shares of our common stock, which Ubixo subsequently distributed pro-rata to the shareholders of Ubixo as a dividend. Each shareholder of Ubixo received two of our shares for each share that they held in Ubixo. Ubixo had not generated any revenues from the 474 Patent prior to the spin-off.

Industry and Market Opportunity

We believe there are a number of companies in the online yellow pages industry that require a license from us in order to avoid infringing on our 474 Patent. Online yellow pages, also referred to as internet yellow pages, are online versions of traditional printed directories that offer listings based on a geographic area. A subset of the online yellow pages is known as a local search directory which provides content with the added ability to refine the search to find the needed service. Local search directories prioritize local businesses in its results rather than the results being dominated by regional or national companies. Most providers of internet yellow pages offer online advertising.

With more and more geographic data coming online through companies, organizations and consumers, we believe there is an increasing need for geographic data management. We also believe that the demand for online geo-location information will continue to grow. Simba Information, a media industry forecast and analysis firm, reports that internet yellow pages spending increased 17.4% to $1.83 billion in 2009, accounting for 11.1% of total yellow pages market revenue (see Press Release, Simba Information, “Online Yellow Pages Markets 2009-2010,” December 4, 2009). Simba Information also projects that internet yellow pages revenue will increase to $3.06 billion by 2012, accounting for 20.1% of the total yellow pages market (see Press Release, Simba Information, “Online Ad Sales Capture 20.1% of Yellow Pages Market by 2012,” October 26, 2010). In addition, BIA/Kelsey, which advises companies in the local media space, forecasts that spending on local online media in the U.S. will grow from $15.2 billion in 2010 to $36.7 billion in 2014, representing a compound annual growth rate of 19.3% over the next four years (see Press Release, BIA/Kelsey, “BIA/Kelsey Forecasts U.S. Local Advertising Revenues to Reach $144.9B in 2014,” February 22, 2010). In addition to its potential growth, the local online ad market can also generate higher than average margins. BIA/Kelsey’s research indicates that advertisers are willing to pay a premium for local online ads, anywhere from 20% to 100%, depending on the geography and vertical (see Online Article, eMarketer.com, “Low Growth, High Value for Local Online Ads,” October 20, 2009).

While the online yellow pages market is today the focus of our licensing business, we expect that, with location-based information management capabilities commercially viable in a wide range of products and services, the market for our technology will expand into new industries. We are currently performing research to define these industries. Our goal is to take advantage of what we see as a trend towards geographically relevant information management and to expand our licensing business into potentially high-growth markets. Our objective is to be a leader in location-based services and information technology by actively developing and promoting license relationships in geo-location information technology market verticals.

Our Strategy and Patent Licensing Business Model

By virtue of our ownership of the 474 Patent, we consider ourselves an early entrant and leader in the development and commercialization of location-based technology. We believe that, in time, it will be generally recognized that most companies seeking to develop, manufacture and/or sell products that use location-based information will require a license from us under the 474 Patent.

We will vigorously protect our patented technology against unauthorized use and third-party infringers. We expect to execute patent licensing arrangements with users of the GEOTAG Technology through either willing licensing negotiations without the filing of patent infringement litigation, or, if necessary, through the negotiation of license and settlement arrangements in connection with the filing of patent infringement litigation.

2

We expect to generate revenues from our negotiation of license and settlement arrangements with unauthorized users of our technology, including users in the online yellow pages industry. In addition, we believe that companies in industries other than the online yellow pages industry may also be infringing our 474 Patent, and we will continue research to identify industries and companies that are using our patented technology without a license from us, with the goal of licensing our technology to such companies. We believe that dependence on location data and information will drive industry growth for geo-location services and technology.

Risks Associated with Our Business

Our business is subject to numerous risks. Please see the “Risk Factors” section beginning on page 6 of this prospectus.

Corporate Information

On July 1, 2010, we were formed under the name of Ubixo Inc. as a British Virgin Islands subsidiary of Ubixo Limited. In connection with our spin-off from Ubixo Limited, we re-incorporated as a Delaware company on July 16, 2010 and changed our name to GEOTAG INC. We currently have no subsidiaries.

Our executive offices are located at 555 Republic Drive Suite 200, Plano, Texas 75074 and our telephone number is (972) 422-9129. The URL of our website is www.geotag.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.

3

THE OFFERING

Common stock offered by us              shares

Common stock to be outstanding after the offering              shares

Proposed NYSE Symbol “GTG”

Marketing The underwriter will market this initial public offering on a “best efforts” basis, meaning that the underwriter will use its best efforts to sell our shares of common stock in this offering to the public, but does not have any obligation to purchase our common shares and does not ensure the successful offering of any shares of common stock in this offering.

Over-allotment option We have granted the underwriter a 30-day option to sell up to              additional shares of common stock to cover over-allotments, if any.

If the underwriter exercises its over-allotment option in full, we will have                      shares outstanding immediately following this offering.

Proceeds to us We estimate the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $             million, or approximately $             million if the underwriter exercises its over-allotment option in full.

We expect to use the net proceeds from this offering:

• to repay outstanding indebtedness;

• to acquire complementary products, technologies or businesses;

• for working capital; and

• for general corporate purposes.

See the more detailed description of our expected use of the proceeds of this offering under the heading “Use of Proceeds” on page 16 of this prospectus.

Risk factors Investing in our common stock involves certain risks. You should read “Risk Factors” beginning on page 6 for a discussion of factors that you should consider carefully before deciding whether to purchase shares of our common stock.

The number of shares of our common stock that will be outstanding after this offering is based on 135,398,243 shares of our common stock outstanding as of September 30, 2010.

Unless otherwise indicated, all information in this prospectus assumes:

• no exercise of the underwriter’s over-allotment option to sell additional shares; and

• no exercise of the underwriter’s warrants.

4

SUMMARY FINANCIAL DATA

The following table presents our summary financial data. We have derived our statements of operations data for the three months ended September 30, 2010 from our audited financial statements appearing elsewhere in this prospectus. Our audited financial information is prepared and presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Results for the three months ended September 30, 2010 are not necessarily indicative of the results of operations that may be expected for the full year. Our summary financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

	During the period from inception, July 1, 2010, through September 30, 2010
Statement of Operations Data:
Revenues	$	—
Cost of goods sold		—
Gross margin		—
Operating expenses:
Selling, general and administrative		136,272
Amortization expense		3,760,758
Total operating expenses		3,897,030
Loss from operations		(3,897,030	)
Interest expense		(299,071	)
Loss before provision for income taxes		(4,196,101	)
Provision for income taxes		—
Net loss	$	(4,196,101	)
Basic and diluted net loss per common share	$	(0.04	)
Weighted average common shares outstanding		119,525,000

	As of September 30, 2010
	Actual		As Adjusted
Balance Sheet Data:
Cash and cash equivalents	$	66,045
Patent, net		91,621,468
Total assets	$	91,753,906
Current liabilities	$	142,563
Notes payable and accrued interest		30,166,927
Total liabilities	$	30,309,490
Total stockholders’ equity	$	61,444,416
Total liabilities and stockholders’ equity	$	91,753,906

5

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information in this prospectus, before deciding whether to invest in shares of our common stock. If any of the following risks actually occur, our business, financial condition, operating results and prospects would suffer. In that case, the trading price of our common stock would likely decline and you might lose all or part of your investment in our common stock. The risks described below are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our operations and business results.

RISKS RELATED TO OUR BUSINESS

Our business currently consists of a single technology and our success is dependent upon our ability to negotiate license and settlement arrangements with unauthorized users of our 474 patented technology.

All of our revenue will be derived from our ability to negotiate and enforce settlement and licensing arrangements with unauthorized users of our 474 patented technology. Our ability to successfully negotiate license agreements with third-party users of our technology will depend, in large part, on our outside legal team’s success in developing, operating and prosecuting our patent infringement and licensing strategy for the 474 Patent. If necessary, we may be required to file patent infringement actions against unauthorized, third-party users of our patented technology. The success of such actions will be based on a number of factors, including, but not limited to:

• the strength of the 474 Patent claims;

• the validity of the 474 Patent;

• persuasive evidence that the 474 Patent is being infringed by the alleged infringer;

• the extent to which new legislation, regulations or rules implemented by the U.S. Congress, the USPTO, or the courts impact the patent enforcement process;

• our compliance with statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of patent enforcement actions;

• the findings and decisions of judges and juries; and

• the length of time it takes to resolve an enforcement action.

In addition, our future success also depends upon the ability of our licensees to develop, introduce and deliver services that achieve and sustain market acceptance. We have little or no control over the sales efforts of our licensees, and our licensees might not be successful.

If the 474 Patent were determined to be invalid, or when the 474 Patent expires, our ability to generate revenue would be substantially reduced and our business would be materially adversely affected.

As of the date of this prospectus, we have a single material asset, namely the 474 Patent, from which we expect to generate substantially all of our revenue. If the 474 Patent were determined to be invalid, our ability to generate revenue would be substantially reduced and our business would be materially adversely affected. In addition, the 474 Patent will expire on January 31, 2016. At that time, the underlying technology will enter the public domain, our rights of exclusion will expire, and our ability to generate revenue from licensing arrangements with respect to the 474 patented technology will cease. If we fail to develop or acquire additional revenue sources, the invalidity or expiration of the 474 Patent will materially adversely affect us. See the risk factor under the caption “We may pursue strategic acquisitions, investments, strategic partnerships or other ventures, and our business could be materially harmed if we fail to successfully identify, complete and integrate such transactions” below.

6

We are a newly formed entity with a very limited operating history.

We are a newly formed company and, as such, have substantially no operating history. Currently we own one patent, the 474 Patent. We believe that our cash and cash equivalent balances, together with the net proceeds from this offering, anticipated cash flow from operations and other external sources of available credit, will be sufficient to meet our cash requirements for the next 12 months, and for the foreseeable future. However, due to the nature of our licensing business and uncertainties regarding the amount and timing of the receipt of license fees from potential infringers, stemming primarily from uncertainties regarding the outcome of license negotiations, enforcement actions, rates of adoption of our patented technologies, the growth rates of our existing licensees and other factors, our revenues may vary significantly from quarter to quarter, which could make our business difficult to manage, adversely affect our business and operating results, cause our quarterly results to be below market expectations and adversely affect the market price of our common stock.

We may need additional capital to expand our operations.

Although we currently have no material long-term needs for capital expenditures, we may be required to make increased capital expenditures to fund any growth of operations, infrastructure, and personnel. We currently anticipate that our existing cash balances, together with the net proceeds from this offering, existing credit facilities, and expected cash flows from operations, will be sufficient to meet our anticipated liquidity needs for working capital and capital expenditures over at least the next 12 months. In the future, however, we may seek additional capital through the issuance of debt or equity depending upon our results of operations, market conditions or unforeseen needs or opportunities. Our future liquidity and capital requirements will depend on numerous factors, including the following:

• the pace of expansion of our operations;

• our need to respond to competitive pressures; and

• future acquisitions of complementary products, technologies or businesses.

If we require additional capital resources, we may seek to sell additional equity or debt securities. Debt financing must be repaid at maturity, regardless of whether or not we have sufficient cash resources available at that time to repay the debt and may contain covenants restricting the operations of our business. The sale of additional equity or convertible debt securities could result in additional dilution to existing stockholders. Any financing arrangements may not be available on terms acceptable to us, if at all.

If we fail to manage our anticipated growth and expansion effectively, we may not be able to successfully grow our business.

Our ability to successfully manage our licensing program and implement our business plan in a rapidly evolving market requires an effective planning and management process. Our anticipated growth in future operations will place a significant strain on our management systems and resources.

Our results of operations could fluctuate due to factors outside of our control.

Our operating results could fluctuate significantly. We could continue to experience fluctuations due to factors that may or may not be within our control. Such factors include, but are not limited to, the following:

• fluctuating demand for our patented technology;

• fluctuations in the timing of our patent enforcement activity associated with ongoing licensing and settlement programs;

• changes in economic conditions;

• changes in our licensees’ business and results of operations;

7

• changes in our marketing efforts;

• the amount and timing of expenditures for expansion of our operations, including the hiring of new employees, capital expenditures, and related costs;

• technical difficulties or failures affecting the internet generally; and

• the fixed nature of a significant amount of our operating expenses.

If we default under any of our outstanding borrowings, our financial position could be materially adversely affected.

As of September 30, 2010, our total debt was $30,309,490. In July 2010, in connection with our acquisition of the GEOTAG business from Ubixo Limited, we assumed a total of $29,868,000 of debt from Ubixo Limited. If we default under the obligations owing to these lenders, our lenders have the option to declare all outstanding borrowings immediately due and payable. In that event, we may not have sufficient resources to pay the outstanding amounts and would need to obtain additional financing, which may not be available on reasonable terms or at all. In addition, two of our lenders, Zasis LLC and Global Asset Fund Ltd., have a security interest in certain of our property, including the 474 Patent. If we default under the obligations owing to these lenders, they will be entitled to exercise the remedies available to a secured lender under applicable law and under the security agreements with them, including the right to take possession of the collateral securing the loans, to operate our business using the collateral, to sell, assign, lease or license the collateral, and to transfer our intellectual property (including the 474 Patent) into the name of the lenders, each in satisfaction of the secured obligations.

Moreover, several of the promissory notes and related security agreements with our lenders are governed by laws outside of the United States, and require proceedings regarding the interpretation or enforcement of the parties’ rights under these notes and agreements to be held in courts sitting in foreign jurisdictions. If we ever have a dispute with one of our lenders requiring adjudication by a court of law in a foreign jurisdiction, we would be required to retain local counsel familiar with such laws and travel to such jurisdiction for the proceedings. Such travel requirements could require significant time commitments from members of our management team, and result in a material disruption to our business.

Our indebtedness could also have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds. Also, continuing to expand our operations, in addition to our debt service, requires a significant amount of cash, which depends to a large extent upon our ability to generate cash from operations. See the risk factor above under the caption “Our results of operations could fluctuate due to factors outside of our control.”

We may pursue strategic acquisitions, investments, strategic partnerships or other ventures, and our business could be materially harmed if we fail to successfully identify, complete and integrate such transactions.

We intend to evaluate acquisition opportunities and opportunities to make investments in complementary businesses, technologies, services or products, or to enter into strategic partnerships with parties who can provide access to those assets, additional product or services offerings or additional industry expertise. We currently have no commitments to make any material investments or acquisitions, or to enter into strategic partnerships. We may not identify suitable acquisition, investment or strategic partnership candidates, or if we do identify suitable candidates, we may not complete those transactions on commercially favorable terms, or at all.

Integration of acquired companies may result in problems related to integration of technology and inexperienced management teams. In addition, the key personnel of the acquired company may decide not to work for us. We may not successfully integrate any operations, personnel or products that we may acquire in the future. If we fail to successfully integrate such transactions, our business could be materially harmed.

8

Our business may suffer if we are not able to hire and retain sufficient qualified personnel or if we lose our key personnel.

Our future success depends partly on the continued contribution of our key executives. In particular, we currently rely heavily on Antony Norris, our president and chief financial officer. We currently do not have employment agreements with any of our key executive officers. We do not have key man life insurance on any of our key executive officers and do not currently intend to obtain such insurance. The loss of the services of any of our senior level management, or other key employees, could harm our business.

Recruiting and retaining skilled personnel may be difficult. If we fail to hire and retain qualified employees, we may not be able to maintain or expand our business.

Regulation of the internet may adversely affect our business.

Due to the increasing popularity and use of the internet and online services such as online yellow pages, federal, state, local, and foreign governments may adopt laws and regulations, or amend existing laws and regulations, with respect to the internet and other online services. These laws and regulations may affect issues such as user privacy, pricing, content, taxation, copyrights, distribution, and quality of products and services. The laws governing the internet remain largely unsettled, even in areas where legislation has been enacted. It may take years to determine whether and how existing laws, such as those governing intellectual property, privacy, libel, and taxation, apply to the internet and internet advertising and directory services. In addition, the growth and development of the market for electronic commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad, that may impose additional burdens on companies conducting business over the internet. Any new legislation could hinder the growth in use of the internet generally or in our industry and could impose additional burdens on companies conducting business online, which could, in turn, decrease the demand for our patented technology and therefore the need to license it from us, increase our cost of doing business, or otherwise have a material adverse effect on our business, prospects, financial condition, and results of operations.

Our prospective licensees’ technical systems could be vulnerable to online security risks, service interruptions or damage to our systems.

Our systems and operations, or the systems of our prospective licensees, may be vulnerable to damage or interruption from fire, floods, power loss, telecommunications failures, break-ins, sabotage, computer viruses, penetration of networks by unauthorized computer users or “hackers,” natural disaster, and similar events. Preventing, alleviating, or eliminating computer viruses and other service-related or security problems may require interruptions, delays or cessation of service. Our prospective licensees may need to expend significant resources protecting against the threat of security breaches or alleviating potential or actual service interruptions, though they may not do so. The occurrence of such unanticipated problems or security breaches could cause material interruptions or delays in our licensees’ businesses, loss of data, or misappropriation of proprietary information, or could render our licensees unable to provide services to their customers for an indeterminate length of time. The occurrence of any or all of these events to our licensees could materially and adversely affect our business, prospects, financial condition, and results of operations.

The recent financial crisis and current uncertainty in global economic conditions could negatively affect our prospective licensees’ businesses, results of operations, and financial condition, thereby also impairing our business, results of operations, and financial condition.

Our revenue-generating opportunities depend on the use of our patented technology by prospective licensees, the overall demand for the products and services of such licensees, and on the overall economic and financial health of such licensees. The recent financial crisis affecting the banking system and financial markets and the current uncertainty in global economic conditions have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in the credit, equity and fixed income

9

markets. If the current worldwide economic downturn continues, many of our prospective licensees’ customers, which may rely on credit financing, may delay or reduce their purchases of our licensees’ products and services. In addition, the use or adoption of our patented technology is often based on current and forecasted demand for our licensees’ products and services in the marketplace and may require companies to make significant initial commitments of capital and other resources. If the negative conditions in the global credit markets delay or prevent our prospective licensees’ and their customers’ access to credit, overall consumer spending on the products and services of our licensees may decrease and the adoption or use of our patented technologies may slow, respectively. Further, if the markets in which our licensees participate experience further economic downturns, as well as a slow recovery period, this could negatively impact our licensees’ long-term sales and revenue generation, margins and operating expenses, which could impact the magnitude of revenues generated or projected to be generated by our licensees, which could have a material impact on our business, license fee generating opportunities, operating results and financial condition.

In addition, we have significant patent-related intangible assets recorded on our balance sheet. We will continue to evaluate the recoverability of the carrying amount of our patent-related intangible assets on an ongoing basis, and we may incur substantial impairment charges, which would adversely affect our financial results. There can be no assurance that the outcome of such reviews in the future will not result in substantial impairment charges. Impairment assessment inherently involves judgment as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions may impact our assumptions as to prices, costs, holding periods or other factors that may result in changes in our estimates of future cash flows. Although we believe the assumptions we used in testing for impairment are reasonable, significant changes in any one of our assumptions could produce a significantly different result.

Any changes in our outside legal counsel, or the contingency-fee arrangement accepted by it, could adversely affect our business.

We have retained the services of certain law firms, which we refer to from time to time in this prospectus as our Licensing and Enforcement Counsel, to develop, operate and prosecute our patent infringement licensing and enforcement strategy for the 474 Patent. Our Licensing and Enforcement Counsel have agreed to receive fees on a contingency basis, meaning we will pay them a success fee only if and when cases are settled successfully and payments are made under the licensing agreements executed as part of the settled cases. If our Licensing and Enforcement Counsel ever stop rendering us the services for which we have hired them, for whatever reason, then we would be forced to retain new legal counsel. New legal counsel would not have the same level of case knowledge or familiarity with our strategies as the existing Licensing and Enforcement Counsel, which could cause delays in the operation and prosecution of our business plan, and adversely affect our business. In addition, any changes to our contingency-fee arrangements with legal counsel could force us to re-engage them on a more traditional hourly fee basis, which could result in more near-term cash outlays and have a material impact on our operating results and financial condition.

Attempting to comply with public company requirements will increase our costs and require additional management resources, and we still may fail to comply.

We were formed as a private company. Laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and the rules related to corporate governance and other matters subsequently adopted by the Securities and Exchange Commission, or SEC, and the NYSE, will result in increased administrative, legal and accounting costs to us. The impact of these events and heightened corporate governance standards could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. If we fail to comply with these requirements, the trading market for our securities may be negatively impacted and the trading price for our stock may decrease.

10

RISKS RELATED TO PATENT INDUSTRY

New legislation, regulations or rules related to obtaining patents or enforcing patents could significantly increase our operating costs and decrease our revenue.

Our reliance on licensing for our income means that we will be spending a significant amount of resources to license and enforce the 474 Patent we own. If new legislation, regulations or rules are implemented either by Congress, the USPTO, or the courts that impact the patent enforcement process or the rights of patent holders, these changes could negatively affect our expenses and revenue. For example, new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost of our enforcement actions, and new standards or limitations on liability for patent infringement could negatively impact our revenue derived from such enforcement actions.

In connection with patent enforcement, a court may rule that we have violated certain statutory, regulatory, federal, local or governing rules or standards, which may expose us to certain material liabilities.

In connection with any patent enforcement actions, it is possible that a defendant may request and/or a court may rule that we have violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against us or award attorneys’ fees and/or expenses to a defendant, which could be material, and if we are required to pay such monetary sanctions, attorneys’ fees and/or expenses, such payment could materially harm our operating results and our financial position.

We may need to appeal adverse decisions by lower courts in order to successfully enforce our patent.

It is difficult to predict the outcome of patent enforcement litigation at the trial level. Appeals, if necessary, are expensive and time consuming, resulting in increased costs and delayed revenue. Although we will diligently pursue enforcement litigation, we cannot predict with significant reliability the decisions made by juries and trial courts, and whether appeals will be necessary.

More patent applications are filed each year resulting in longer delays in getting patents issued by the USPTO, if at all.

In the future we may acquire pending patent applications or acquire rights to new inventions on which we file patent applications. We have identified a trend of increasing patent applications each year, which we believe is resulting in longer delays in obtaining approval of pending patent applications. The application delays could cause delays in recognizing revenue from these technologies and could cause us to miss opportunities to license patents before other competing technologies are developed or introduced into the market. In addition, filing a patent application in no way guarantees that the USPTO will issue the patent in a timely manner, or at all, depending on a number of factors including whether the invention is useful, new and non-obvious.

Federal courts are becoming more crowded, and as a result, patent enforcement litigation is taking longer.

Our patent enforcement actions are, and will be, almost exclusively prosecuted in federal court. Federal trial courts that hear our patent enforcement actions also hear criminal cases. Criminal cases always take priority over our actions. As a result, it is difficult to predict the length of time it will take to complete an enforcement action. Moreover, we believe there are increasing numbers of civil lawsuits and criminal proceedings before federal judges, and as a result, we believe that the risk of delays in our patent enforcement actions will have a greater affect on our business in the future unless this trend changes.

11

Patented technologies face uncertain market value.

In the future, we may acquire patents and technologies that are at early stages of adoption in the commercial and consumer markets. Demand for some of these technologies is untested and is subject to fluctuation based upon the rate at which our licensees will adopt our technologies in their products and services.

As patent enforcement litigation becomes more prevalent, it may become more difficult for us to voluntarily license our patent.

We believe that the more prevalent patent enforcement actions become, the more difficult it will be for us to voluntarily license our 474 Patent. As a result, we may need to increase the number of our patent enforcement actions to cause infringing companies to license the patent or pay damages for lost royalties. This may increase the risks associated with an investment in our company.

The foregoing outside influences may affect other risk factors described in this prospectus.

Any one of the foregoing outside influences may require us to seek additional financing to meet the challenges presented or to compensate for a loss in revenue, and we may not be able to obtain the needed financing. See the heading “We may need additional capital to expand our operations” above.

RISKS RELATED TO OUR SECURITIES AND THIS OFFERING

Stock prices of technology companies have declined precipitously at times in the past and the trading price of our common stock is likely to be volatile, which could result in substantial losses to investors.

The trading price of our common stock could experience losses in response to factors including, without limitation, the following, many of which are beyond our control:

• decreased demand in the internet services sector;

• variations in our operating results;

• announcements of technological innovations or new services by us or our competitors;

• changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

• our failure to meet analysts’ expectations;

• changes in operating and stock price performance of other technology companies similar to us;

• conditions or trends in the technology industry;

• additions or departures of key personnel; and

• future sales of our common stock.

Domestic and international stock markets often experience significant price and volume fluctuations that are unrelated to the operating performance of companies with securities trading in those markets. These fluctuations, as well as political events, terrorist attacks, threatened or actual war, and general economic conditions unrelated to our performance, may adversely affect the price of our common stock. In the past, securities holders of other companies often have initiated securities class action litigation against those companies following periods of volatility in the market price of those companies’ securities. If the market price of our stock fluctuates and our stockholders initiate this type of litigation, we could incur substantial costs and experience a diversion of our management’s attention and resources, regardless of the outcome. This could materially and adversely affect our business, prospects, financial condition, and results of operations.

12

New investors in our common stock will experience immediate and substantial dilution after this offering.

The initial public offering price of our common stock is substantially higher than the book value per share of our common stock. Purchasers of shares of our common stock in this offering will incur immediate dilution of $             in net tangible book value per share of common stock, based on an initial public offering price of $             per share, the mid-point of the range on the cover page of this prospectus. Following this offering, purchasers in this offering will have contributed             % of a total consideration paid by stockholders to us for the purchase of shares of our common stock. See “Dilution” elsewhere in this prospectus.

A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market after this offering, the market price of our common stock could decline. Based on shares outstanding as of September 30, 2010, we will have outstanding a total of              shares of our common stock upon the completion of this offering, an increase of             % from the number of shares outstanding prior to the offering. Of these shares, the              shares of our common stock sold in this offering, and the              shares registered for resale under the Resale Prospectus, will be freely tradeable, without restriction or further registration under the Securities Act. If these shares are sold, or it is perceived they will be sold, the trading price of our common stock could decline. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.

We have never paid or declared any cash dividends on our common stock. We currently intend to retain any future earnings to finance the growth and development of our business and we do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments and other factors our board of directors deems relevant. If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates.

We have broad discretion in the use of proceeds of this offering for working capital and general corporate purposes.

The net proceeds of this offering will be allocated to the repayment of indebtedness, working capital and general corporate purposes, as well as to potential acquisitions of complementary businesses, products or technologies. Our management will have broad discretion over the use and investment of the net proceeds of this offering within those categories, and, accordingly, investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds, with only limited information concerning management’s specific intentions.

Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions that could discourage a takeover.

Anti-takeover provisions of our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law may have the effect of deterring or delaying attempts by our stockholders to remove or replace management, engage in proxy contests and effect changes in control. The provisions of our charter documents include those set forth in the section of this prospectus entitled “Description of Capital Stock—Anti-Takeover Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws”.

13

In addition, as a Delaware corporation, we are subject to Delaware law, including Section 203 of the Delaware General Corporation Law, or DGCL. In general, Section 203 prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder unless certain specific requirements are met as set forth in Section 203. These provisions, alone or together, could have the effect of deterring or delaying changes in incumbent management, proxy contests or changes in control. See the section entitled “Description of Capital Stock—Anti-Takeover Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws” in this prospectus.

If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our stock adversely or if our operating results do not meet their expectations, our stock price and trading volume could decline.

The trading market for our stock could be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock or if our operating results do not meet their expectations, our stock price could decline.

14

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact, contained in this prospectus, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements.

We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we predict the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

The factors that could cause actual results to differ include, but are not limited to, those risks that are outlined under the “Risk Factors” section beginning on page 6 of this prospectus.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this prospectus could negatively affect our business, operating results, financial condition and price of our securities. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.

15

USE OF PROCEEDS

Assuming a public offering price of $            , the midpoint of the range on the cover page of this prospectus, we estimate that the net proceeds to us from the sale of             shares of common stock that we are selling in this offering will be approximately $            million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriter exercises its over-allotment option in full, we estimate that our net proceeds would increase to approximately $            million.

Of the net proceeds from this offering, we expect to use approximately $100,271 to repay the following outstanding indebtedness:

Lender	Indebtedness Outstanding as of September 30, 2010		Interest Rate	Maturity Date
Pennin Investors Limited		$100,271	5.0% per annum payable at the maturity date	December 31, 2011 or completed IPO, whichever date is earlier.

We intend to use the remainder of the net proceeds from this offering for capital expenditures, working capital and general corporate purposes. The amounts actually spent for these purposes may vary significantly and will depend on a number of factors, including our operating costs and other factors described under “Risk Factors.” While we have no present understandings, commitments or agreements to enter into any potential acquisitions, we may also use a portion of the net proceeds for the acquisition of, or investment in, technologies or products that complement our business. Accordingly, management will retain broad discretion as to the allocation of the net proceeds of this offering. We cannot predict whether such allocation will yield a favorable return.

16

DIVIDEND POLICY

To date, we have never paid or declared any cash dividends on our common stock. We currently intend to retain any future earnings to finance the operation and development of our business and we do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on a number of factors, including, but not limited to, our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, and other factors our board of directors deems relevant.

17

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2010 on:

• an actual basis; and

• a pro forma as-adjusted basis to give effect to the sale of              shares of common stock in this offering at the assumed initial public offering price of $             per share, the midpoint of the range on the cover page of this prospectus, (after deducting estimated underwriting discounts and commissions and estimated offering costs payable by us) and the application of the net proceeds of this offering as described under “Use of Proceeds.”

This table should be read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

The information in the table assumes no exercise of the underwriter’s warrants issued in connection with this offering.

	As of September 30, 2010
	Actual			As Adjusted
Cash and cash equivalents	$	66,045		$
Debt:
Line of credit	$	100,271
Accounts payable and accrued expenses		42,292
Notes payable and accrued interest		30,166,927
Total debt		30,309,490
Stockholders’ equity:
Common Stock, $0.01 par value; 200,000,000 shares authorized, 135,398,243 shares issued and outstanding, actual, and             shares authorized,             shares issued and outstanding, as adjusted	$	1,353,982
Additional paid-in capital		64,286,535
Accumulated deficit		(4,196,101	)
Total stockholders’ equity:		61,444,416
Total capitalization:	$	91,753,906

18

DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the public offering price per share paid by investors in this offering and the pro forma net tangible book value per share of common stock immediately after the offering. This calculation does not reflect any dilution associated with the sale and exercise of the underwriter’s warrants.

Our historical net tangible book value as of September 30, 2010, was ($30,177,052), or ($0.22) per share of common stock, based on 135,398,243 shares of common stock outstanding. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding.

After giving effect to the sale of             shares of common stock we are offering pursuant to this prospectus, assuming an initial public offering price of $            per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of September 30, 2010 would have been approximately $            , or $            per share. This represents an immediate increase in net tangible book value to our existing stockholders of $            per share and an immediate dilution to new investors in this offering of $            per share. The following table illustrates this per share dilution in net tangible book value to new investors:

Initial offering price per share				$
Historical net tangible book value per share as of September 30, 2010	$	(0.22	)
Pro forma increase in net tangible book value per share attributable to investors in this offering
Pro forma net tangible book value per share after this offering
Dilution per share to new investors				$

If the underwriter exercises its over-allotment option in full in this offering, the pro forma net tangible book value would be $            per share, the increase in pro forma net tangible book value per share to existing stockholders would be $            and the dilution per share to new investors would be $            per share, in each case assuming an initial public offering price of $            per share, the midpoint of the range listed on the cover page of this prospectus.

The following table summarizes, as of September 30, 2010, on a pro forma as adjusted basis, the total number of shares of common stock purchased from us, the aggregate cash consideration paid to us and the average price per share paid by existing stockholders and by new investors in this offering before deducting estimated offering expenses. The calculation below is based on an initial offering price of $            per share, the midpoint of the range on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses:

	Shares Purchased					Total Consideration				Weighted Average Price Per Share
	Number		Percent			Amount	Percent
Existing stockholders		135,398,243			%	$			%	$
New investors
Total				100	%			100	%

19

If the over-allotment option is exercised in full, the number of shares of common stock held by existing stockholders will be reduced to approximately             % of the total number of shares of common stock outstanding after this offering, and the number of shares of common stock held by new investors will be             , or approximately             % of the total number of shares of common stock outstanding after this offering, assuming no exercise of outstanding options or warrants.

20

SELECTED FINANCIAL DATA

The following table summarizes our selected financial data. We have derived our statements of operations data for the three months ended September 30, 2010, and our balance sheet data as of September 30, 2010, from our audited financial statements appearing elsewhere in this prospectus. Our audited financial information is prepared and presented in accordance with U.S. GAAP. Results for the three months ended September 30, 2010 are not necessarily indicative of the results of operations that may be expected for the full year. Our selected financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

	During the period from inception, July 1, 2010, through September 30, 2010
Statement of Operations Data:
Revenues	$	—
Cost of goods sold		—
Gross margin		—
Operating expenses:
Selling, general and administrative		136,272
Amortization expense		3,760,758
Total operating expenses		3,897,030
Loss from operations		(3,897,030	)
Interest expense		(299,071	)
Loss before provision for income taxes		(4,196,101	)
Provision for income taxes		—
Net loss	$	(4,196,101	)
Basic and diluted net loss per common share	$	(0.04	)
Weighted average common shares outstanding		119,525,000

	As of September 30, 2010
	Actual		As Adjusted
Balance Sheet Data:
Cash and cash equivalents	$	66,045
Patent, net		91,621,468
Total assets	$	91,753,906
Current liabilities	$	142,563
Notes payable and accrued interest		30,166,927
Total liabilities	$	30,309,490
Total stockholders’ equity	$	61,444,416
Total liabilities and stockholders’ equity	$	91,753,906

21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to our financial statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a geo-location technology provider. Our technology is based on fundamental technology described in U.S. Patent Number 5,930,474, which we own and refer to as the 474 Patent, entitled “Internet Organizer for Accessing Geographically and Topically Based Information.” This technology is a spatial information management technology that makes possible a range of location-enabled online applications, and can be used by third-party, location-based applications and geography-reliant systems and infrastructures. Companies providing these online applications will be able to license the GEOTAG Technology from us in order to interactively and dynamically retrieve data from a database and associate retrieved data with a location. GEOTAG Technology, in brief, makes effective and efficient online geographic differentiation possible.

We believe that geographic information is pervasive in today’s information-centric environment and that the prevalence of business systems designed to exploit geography suggests the importance of spatial information management. The determination of location is, in our opinion, a fundamental requirement in many online activities, and is an increasingly attractive feature for a variety of recreational and business applications and is a common dimension of almost all business information and an important element for many business decisions. Integrating location into applications enables organizations to make better decisions, respond to customers more effectively, and reduce costs. For consumers, geographically served information is more useful, easier to access and timelier to act on. We believe that the more targeted data and information is the more relevant it is, and, in turn, it can be used more efficiently and cost effectively than broadly organized data and information.

By virtue of our ownership of the 474 Patent, we consider ourselves an early entrant and leader in the development and commercialization of location-based technology. We believe that, in time, it will be generally recognized that companies seeking to develop, manufacture and/or sell products that use location-based information will require a 474 Patent license from us. Third-party providers will be able to use our GEOTAG Technology to develop their systems and offer their products pursuant to non-exclusive license agreements with us.

While the online yellow pages market is today the focus of our licensing business, we expect that, with location-based information management capabilities commercially viable in a wide range of products and services, the market for our technology will expand into other industries. Our goal is to take advantage of what we see as trend towards geographically relevant information management and to expand our product line into many of these potentially high-growth markets. Our objective is to be a leader in location-based services and information technology by actively developing and promoting license relationships in geo-location information technology market verticals.

We expect to generate revenues from our negotiation of license and settlement arrangements with unauthorized users of our technology.

The GEOTAG business, including the 474 Patent and the GEOTAG trademark, was purchased by Ubixo Limited (formerly known as M2 Global Ltd.), an Antigua company and leading provider of software for electronic payment, in February 2009. On July 1, 2010, we were formed as a British Virgin Islands subsidiary of

22

Ubixo. Ubixo spun us off as a stand-alone operating company on July 12, 2010, and we re-incorporated as a Delaware company on July 16, 2010.

Outlook and Plan of Operation for Our Business

We expect to begin generating revenues from the granting of licenses for the use of the GEOTAG Technology in the first quarter of 2011. While the online yellow pages market is today the focus of our licensing business, we expect that, with location-based information management capabilities commercially viable in a wide range of products and services, the market for our technology will apply to a number of industries and will expand into new industries. We are currently performing research to define these industries and identify the companies within those industries that are using the GEOTAG Technology without a license from us. It is our intention to ensure that these companies sign licensing agreements with us. To this end, we filed a complaint on July 23, 2010 in the United States District Court for the Eastern District of Texas, Marshall Division, naming the first 15 defendants in the online yellow pages industry that we believe are infringing on the GEOTAG Technology. The owners of the 474 Patent prior to Ubixo filed a similar complaint in 2008 in the Marshall Division against Idearc Media Services-West Inc. Idearc, since renamed SuperMedia LLC, operates a number of online directory websites including Superpages.com. The previous owners of the 474 Patent and Idearc settled their case in December 2008 and Idearc is now a licensee of the 474 Patent technology. The license granted to Idearc is a non-exclusive, irrevocable, fully-paid up and non-sublicensable license in the designated field. By virtue of several assignments of the settlement agreement, the last being made by Ubixo to us in connection with our spin-off from Ubixo, we have assumed this settlement agreement in its entirety. However, because the license is fully paid-up, we do not and will not receive any license fees from SuperMedia LLC.

We have retained the services of several law firms to develop, operate and prosecute our patent infringement licensing and enforcement strategy for the 474 Patent. These law firms will receive fees on a contingency basis, meaning we will pay them a success fee only if and when cases are settled successfully and payments are made under the licensing agreements executed as part of the settled cases. Our profit margin should increase as we increase the number of licensees under the 474 Patent, as most of our costs are fixed. The nature of the business is such that a majority of our costs will be the contingent lawyers’ fees and various related out-of-pocket legal expenses. Our ability to increase the revenue will also depend, in part, on our ability to negotiate, in those instances when we are required to enforce a 474 Patent license, successful settlements in the least amount of time.

We anticipate that our operating overhead will be relatively low, with most of the cost of our 474 Patent-licensing program being borne by our contingency lawyers. Enforcing patent rights can be a very expensive undertaking particularly when suing the first defendant or defendants. In our case, the first 474 Patent infringement lawsuit has already been settled. Accordingly, we will be able to reuse much of the case work, including technical and damages analysis, that went into the first lawsuit. We also anticipate that the effort and cost that went into construing claims with the Idearc case will significantly reduce the cost of construing claims in future enforcement actions. The fact that the 474 Patent has already been though a so-called “Markman” hearing in the Eastern District is a particularly significant milestone. A Markman hearing, also called a “claims construction hearing,” is a pre-trial hearing during which a judge examines evidence from all parties on the appropriate meanings of relevant key words used in a patent claim. This is important because a court determines patent infringement cases by the interpretation of claims. In our opinion, we received a Markman ruling from the court that supports our position and enhances our licensing strategy.

Given that the majority of our costs, including interest expenses, are contingent on a successful licensing program for the 474 Patent, we do not currently require large amounts of cash. We have prepaid through to the end of 2010 what our lawyers believe will be their out-of-pocket expenses for the 474 Patent infringement licensing and enforcement program. Our second largest category of expenses is expected to be associated with this public offering, with the majority of such expenses expected to be paid off at the closing of the offering.

23

In April 2010, Ubixo and Cityhub.com, Inc. settled pending litigation between them regarding title to the 474 Patent. Under the settlement agreement, Cityhub.com is entitled to one-sixth of net revenue we (as the purchaser of the 474 Patent from Ubixo) generate under the 474 Patent, the first $1,500,000 of which was pre-paid with borrowed funds. See “—Liquidity and Capital Resources—Debt Position” below. This $1,500,000 prepayment is an advance against the royalties due to Cityhub.com, such that any future royalties payable to Cityhub.com will be applied against this prepayment until such time as the $1.5 million advance has been recouped by us in its entirety.

Our revenue, profitability and future growth depend on the ability of our Licensing and Enforcement Counsel to bring resolution to ongoing active cases and any cases that arise in the future. See “Risk Factors” for a more detailed discussion of these and other risks.

Financial Operations

Revenues

We will generate revenue by successfully settling our patent infringement cases, and by entering into licensing arrangements with respect to our 474 Patent. Revenues may fluctuate from period to period based on the timing of our patent enforcement activity associated with ongoing licensing and settlement programs. The 474 Patent is currently our only issued patent, and thus our only source of revenues for the immediate future. We have not generated any revenues to date, though we expect to begin generating revenues during the first quarter of 2011.

Operating Expenses

Our operating expenses primarily consist of the contingency fees and out-of-pocket expenses payable to our Licensing and Enforcement Counsel for our licensing and enforcement program. Licensing and litigation expenses may fluctuate from period to period based on patent enforcement and prosecution activity associated with ongoing licensing and enforcement programs and the timing of the commencement of new licensing and enforcement programs in each period. As substantially all of the legal costs we incur are payable only when cases are settled successfully, we expect operating expenses to be relatively higher in such periods.

General and Administrative

General and administrative expenses primarily consist of salaries and other costs of employment of our executive, finance and administration staff. We expect that our general and administrative expenses will increase in absolute dollars in connection with our transition to and operation as a public company, but decrease as a percentage of revenue, to the extent that we expand our operations.

Amortization Expense

We expect the 474 Patent to expire in January 2016, and accordingly, we are amortizing the 474 Patent on a straight-line basis through January 2016. Annual amortization expenses are expected to be approximately $17 million.

Interest and Other Income (Expense)

Interest and other income (expense) primarily consists of interest expense payable on our long-term debt. We expect our interest expense to be approximately $1,400,000 per annum. Most of these interest payments are due upon maturity of the outstanding notes payable. We expect that our interest expense will decrease after the retirement of some our outstanding debt following the completion of this offering.

24

Results of Operations

We were newly formed as a company on July 1, 2010, and thus have no basis on which to discuss period-to-period comparisons of our financial operations. Total assets at September 30, 2010 were $91,753,906. We had a net loss of $4,196,101 for the three months ended September 30, 2010 of which $3,760,758 related to amortization expense associated with the 474 Patent over its expected economic life.

Liquidity and Capital Resources

General

Since our formation on July 1, 2010, we have not generated any cash from operations. To date, we have been funded primarily from the issuance of equity and debt securities.

Cash, Cash Equivalents and Investments

As of September 30, 2010, we had approximately $66,045 in cash and cash equivalents and negative working capital of $10,125. Since our formation, we have received gross proceeds of approximately $26,418 from sales of our common stock.

Debt Position

As of September 30, 2010, our total debt was $30,309,490. In July 2010, in connection with our acquisition of the GEOTAG business from Ubixo, we assumed a total of $29,868,128 of debt from Ubixo. The table set forth immediately below details our debt outstanding as of September 30, 2010. Unless otherwise indicated, all indebtedness detailed in the table below and the accompanying footnotes was assumed by us from Ubixo in connection with our spin-off from Ubixo.

Lender	Principal Amount		Interest Rate	Maturity Date
European Securities Limited (1)		$25.0 million	5.0% per annum from January 1, 2010 until maturity	December 31, 2015
Zasis LLC (2)		$300,000	5.0% per annum payable at the maturity date	December 31, 2011
Zasis LLC (3)		$300,000	6.0% per annum payable at the maturity date	December 31, 2011
Global Asset Fund Ltd. (4)		$338,000	6.0% per annum payable at the maturity date	December 31, 2011
ICA Trust #2 (5)		$1,500,000	See footnote (5)	See footnote (5)
Allied Provident Insurance Inc. (6)		$130,000	See footnote (6)	See footnote (6)
Global Asset Fund Ltd. (7)		$100,000	See footnote (7)	See footnote (7)
MKL Consulting Ltd. (8)		$400,000	See footnote (8)	See footnote (8)
MKL Consulting Ltd. (9)		$400,000	None	See footnote (9)
Global Asset Fund Ltd. (10)		$500,000	12% per annum	December 31, 2011
Pennin Investors Limited (11)		$100,271	5.0% per annum payable at the maturity date	December 31, 2011 or completed IPO, whichever date is earlier.

(1) This loan was assumed from Ubixo and relates to Ubixo’s initial acquisition of the 474 Patent. This loan is unsecured.

25

(2) These funds were received and used by Ubixo for its operating costs associated with the 474 Patent. The lender has a security interest in certain of our property, including the 474 Patent. If we default under this loan, the lender will be entitled to exercise the remedies available to a secured lender under applicable law and under the security agreement.

(3) Funds were received and used by Ubixo for its operating costs associated with the 474 Patent. The lender has a security interest in certain of our property, including the 474 Patent. If we default under this loan, the lender will be entitled to exercise the remedies available to a secured lender under applicable law and under the security agreement.

(4) Funds were received and used by Ubixo for its operating costs associated with the 474 Patent. The lender has a security interest in certain of our property, including the 474 Patent. If we default under this loan, the lender will be entitled to exercise the remedies available to a secured lender under applicable law and under the security agreement.

(5) In April 2010, Ubixo and Cityhub.com, Inc. settled pending litigation between them regarding title to the 474 Patent. Under the settlement agreement, Cityhub.com is entitled to one-sixth of net revenue we (as the purchaser of the 474 Patent from Ubixo) generate under the 474 Patent, the first $1,500,000 of which was pre-paid with funds borrowed from ICA Trust # 2. This $1,500,000 prepayment is an advance against the royalties due to Cityhub.com, such that any future royalties payable to Cityhub.com will be applied against this prepayment until such time as the $1,500,000 advance has been recouped by us in its entirety. In lieu of payment of cash interest, Ubixo issued shares of capital stock to ICA Trust # 2 as pre-payment of any interest that would have otherwise been due under the note. As a result of the spin-off, the lender now also holds shares of common stock of GEOTAG. We agreed to repay the principal amount of this note with 100% of the net proceeds we generate under the 474 Patent. Repayment of the note shall begin as soon as we begin generating net revenue from monetization of the 474 Patent, and shall continue until repaid in full.

(6) These funds were used primarily to pay past litigation expenses for the 474 Patent, along with other direct expenses associated with the 474 Patent. In lieu of payment of cash interest, Ubixo issued shares of capital stock to the lender as pre-payment of any interest that would have otherwise been due under the note. As a result of the spin-off, the lender now also holds shares of common stock of GEOTAG. We agreed to repay the principal amount of this note with the net proceeds we generate under the 474 Patent. Repayment of the note shall begin as soon as we begin generating revenue from monetization of the 474 Patent, and shall continue until repaid in full.

(7) These funds were used to fund a trust account held with our contingency fee lawyers to cover incidental expense associated with the ongoing patent infringement litigation concerning the 474 Patent. In lieu of payment of cash interest, Ubixo issued shares of capital stock to the lender as pre-payment of any interest that would have otherwise been due under the note. As a result of the spin-off, the lender now also holds shares of common stock of GEOTAG. We agreed to repay the principal amount of this note with the net proceeds we generate under the 474 Patent. Repayment of the note shall begin as soon as we begin generating revenue from monetization of the 474 Patent, and shall continue until repaid in full.

(8) These funds represent amounts owed to MKL Consulting by Ubixo for business management consulting services rendered by MKL Consulting. In lieu of payment of cash interest, Ubixo issued shares of capital stock as pre-payment of any interest that would have otherwise been due under the note. As a result of the spin-off, this company now also holds shares of common stock of GEOTAG. We agreed to repay the principal amount of this note with the net proceeds we generate under the 474 Patent. Repayment of the note shall begin as soon as we begin generating revenue from monetization of the 474 Patent, and shall continue until repaid in full.

(9) These funds represent amounts owed to MKL Consulting by Ubixo for additional professional and accounting services rendered by MKL Consulting. We agreed to repay the principal amount of this note with the net proceeds we generate under the 474 Patent. Repayment of the note shall begin as soon as we begin generating revenue from monetization of the 474 Patent, and shall continue until repaid in full.

(10) These funds were received and used by Geomas Software LLC, a subsidiary of the entity from whom Ubixo acquired the 474 Patent, for its operating costs associated with the 474 Patent. Ubixo assumed this loan in December 2007. If we default under this loan, the lender will be entitled to exercise the remedies available to a secured lender under applicable law and under the security agreement.

(11) We negotiated a revolving line of credit from Pennin Investors Limited to fund our expenses in connection with our initial public offering. Interest of 5% per annum will be charged against amounts drawn down under the line of credit. Principal and accrued but unpaid interest are due on the earlier of the closing of our initial public offering and December 31, 2011.

26

Cash Flows from Operating Activities

We have not yet generated any cash flows from operations, though we expect to begin generating revenues by the first quarter of 2011. In the future, we expect period-to-period fluctuations in cash inflows and outflows as a result of differences in the timing of patent enforcement and prosecution activity associated with the 474 Patent, as well as the timing of the settlement of such cases and the licensing of the 474 Patent. If successful, these activities will dictate the timing and amount of payments due to us in terms of settlement and license fee revenue, and, in turn, determine the timing and amount of payments we owe to certain creditors, attorneys and other vendors.

Cash Flows from Investing Activities

We have not yet generated any cash flows from investing activities. Pending the uses described in the “Use of Proceeds” section above, we will invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities. We cannot predict whether the proceeds will yield a favorable return.

Cash Flows from Financing Activities

Since our formation in July 2010, we have borrowed approximately $200,000, $100,000 of which was used to fund the pre-payment of certain out-of-pocket expenses of our attorneys, and $100,000 of which was borrowed under a line of credit to finance expenses associated with our initial public offering. We have also raised an aggregate of $26,418 through the issuance of shares of our capital stock.

Operating Capital and Capital Expenditure Requirements

We believe that our existing cash and cash equivalents, together with the net proceeds of this offering, will be sufficient to meet our anticipated cash needs for at least the next 12 months. As indicated above, the legal services and out-of-pocket expenses of our Licensing and Enforcement Counsel will represent the majority of our costs over the next 12 months. We have prepaid an aggregate of $100,000 in out-of-pocket legal expenses, which is the amount that our Licensing and Enforcement Counsel estimate that they will incur through the end of 2010 for the 474 Patent infringement licensing and enforcement program.

We may need to obtain additional financing to take advantage of unexpected opportunities that may arise. The sale of additional equity or convertible debt securities could result in dilution to our stockholders. If additional funds are raised through the issuance of debt securities, these securities could have rights senior to those associated with our common stock and could contain covenants that would restrict our operations. Any additional financing may not be available in amounts or on terms acceptable to us. If we fail to obtain additional funding when needed, we may not be able to execute our business plans and our business may suffer.

Contractual Obligations

The following table discloses information about our contractual obligations by the year in which payments are due, as of September 30, 2010:

			Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Long-Term Debt Obligations (1)	$	30,267,198	$	2,630,271	$	1,705,420	$	25,931,507		—
Operating Lease Obligations	$	5,000	$	5,000		—		—		—
Total Contractual Obligations	$	30,272,198	$	2,635,271	$	1,705,420	$	25,931,507		—

(1) In connection with the spin-off from Ubixo, we assumed ten notes payable from Ubixo with an aggregate outstanding principal balance of $28,968,000 and accrued interest of $900,000. As of September 30, 2010, the outstanding principal balance and related accrued interest was $30,166,927.

27

Five of the notes, with an aggregate outstanding principal balance of $2,530,000, do not have stated maturity dates, are required to be repaid from proceeds generated by the 474 Patent, are non-interest bearing and are not secured.

Four of the notes, with an aggregate outstanding principal balance of $1,438,000, are due on December 31, 2011, along with accrued interest, and bear interest at rates ranging from 5% to 12% per annum. These four notes are secured by our assets, including the 474 Patent.

One of the notes, with an outstanding principal balance of $25,000,000, is due on December 31, 2015, along with accrued interest, and bears interest at 5% per annum. This note is unsecured.

In August 2010, we also negotiated a revolving line of credit from Pennin Investors Limited to fund our expenses in connection with our initial public offering. Interest of 5% per annum will be charged against amounts drawn down under the line of credit. Principal and accrued but unpaid interest are due on the earlier of the closing of our initial public offering and December 31, 2011.

Related Party Transactions

For a description of our related party transactions, see the “Certain Relationships and Related Party Transactions” section of this prospectus.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and equity and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenue and expenses. Actual results may differ from these estimates under different assumptions or conditions.

We believe that, of the significant accounting policies discussed in Note 1 to our consolidated financial statements, the following accounting policies require our most difficult, subjective or complex judgments in the preparation of our financial statements.

Revenue Recognition. We will recognize revenue when we have evidence of arrangement, delivered required contracted goods and/or services, have a fixed or determinable price, and are assured of collecting contracted amounts.

Valuation of Long-Lived and Intangible Assets. The 474 Patent was originally filed in January 1996, and as a result, management expects the patent to expire in January 2016. We are amortizing the patent on a straight-line basis from the date that our predecessor acquired the patent to January 2016.

Impairment of Assets. We assess the recoverability of finite-lived intangible assets whenever indicators of impairment are present. We test the recoverability of these assets by comparing the undiscounted cash flows expected to be generated by the these assets with their net book value. If the net book value of the assets exceeds the undiscounted cash flows expected to be generated, we recognize an impairment charge that is equal to the amount by which the net book value of the assets exceeds their estimated fair values.

28

Stock-Based Compensation Expense. Our stock-based awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest. Stock-based compensation is recognized on a straight-line basis over the award vesting period.

Accounting for Income Taxes. We use the asset and liability method of accounting for income taxes. Accordingly, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes.

Our net deferred tax assets consist principally of net operating losses and we provided a 100% valuation allowance for the tax effect of these net operating losses. No benefit for income taxes has been provided in the accompanying statements of operations since all deferred tax assets have been fully reserved. We provided the valuation allowance since management could not determine that it was “more likely than not” that the benefits of the deferred tax assets would be realized. Federal net operating losses can be carried back for two years, and remaining, unused carrybacks can be carried forward 20 years. Net operating losses begin to expire in 2030 and 2020 for federal and state tax purposes, respectively. Utilization of our net operating losses in future periods may be limited by Section 382 of the Internal Revenue Code should there be substantive changes in our ownership structure.

In 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (codified under FASB ASC 740-10) to clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” As a result, we evaluate tax positions taken or expected to be taken in the course of preparing the its income tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year.

Quantitative and Qualitative Disclosures About Market Risk

We have no material exposure to interest rate risk at September 30, 2010. In the future, we intend to invest our excess cash primarily in money market funds, debt instruments of the U.S. government and its agencies and in high quality corporate bonds and commercial paper. Due to the short-term nature of these investments, we do not believe that there will be material exposure to interest rate risk arising from our investments.

29

BUSINESS

Overview

We are a geo-location technology provider with headquarters in Plano, Texas. Our technology is based on fundamental technology described in U.S. Patent Number 5,930,474, which we own and refer to in this prospectus as the 474 Patent, entitled “Internet Organizer for Accessing Geographically and Topically Based Information.” This location-based technology, which we refer to in this prospectus as the GEOTAG Technology, is a spatial information management technology that makes possible a range of location-enabled online applications, and can be used by third-party, location-based applications and geography-reliant systems and infrastructures. Companies providing these online applications will be able to license the GEOTAG Technology from us in order to interactively and dynamically retrieve data from a database and associate retrieved data with a location. GEOTAG Technology, in brief, makes effective and efficient online geographic differentiation possible.

We believe that geographic information is pervasive in today’s information-centric environment and the wide availability of business systems designed to exploit geography suggests the importance of spatial information management. The determination of location is, in our opinion, a fundamental requirement in many online activities, and is an increasingly attractive feature for a variety of recreational and business applications and is a common dimension of almost all business information and an important element for many business decisions. Where are my best performing stores? Where are my most profitable customers? Where are my competitors or suppliers? What is the potential revenue opportunity compared to investment costs necessary to enter a new market? Our product can be used by, amongst others, marketing and advertising, customer service, risk analysis, network optimization and planning, asset management, and site selection companies looking to answer these important questions. We believe that integrating location into business applications enables organizations to make better decisions, respond to customers more effectively, and reduce costs.

We also believe that the more targeted data and information is the more relevant it is, and in turn, it can be used more efficiently and cost effectively than broadly organized data and information. In addition to geographic information retrieval and navigation of internet content, geography plays an important role in other aspects of the internet. Advertising, for example, is more effective for advertisers when it offers products and services that are readily available in the area of the consumer. Similarly, spatially driven content that is tailored to a region is potentially more useful to users from that region. Furthermore, businesses are generating volumes of data, almost all of which have a geographic dimension, captured and processed through myriad business applications such as Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) systems. This information is increasingly being accessed, updated and marketed online and must be properly organized by companies to be used effectively. GEOTAG serves this organization function.

Meanwhile, services that harvest and analyze geographic information have become important parts of the everyday lives of millions of people. For example, mobile devices know where we are, provide directions, and point us to local sites and services. Geographic information collection, therefore, is not only passive, but it is also real-time. User-generated geospatial data is populating the internet in greater and greater quantity and quality. According to O’Reilly Radar in its September 2008 report on the Geospatial Web, there are more than 72 million geographically tagged photos and videos that also include tags, or arbitrary attributes, of photos such as the name of the location, weather, photo content, and more (see O’Reilly Radar, “Where 2.0: The State of the Geospatial Web,” September 2008, available for a fee to the general public). We believe that both businesses and consumers have grown accustomed to having information delivered to them with a geographic relevance that they can, in turn, influence and often control. Through a license from us, GEOTAG Technology makes geographic data delivery online possible for the businesses looking to commercialize this information and the consumers looking to access it.

The advance in the availability of geographic data online has fueled new markets for online businesses and services. We believe that companies like Yelp owe their existence, in large part, to consumer demand for

30

actionable, real-time geographic relevant information. Accordingly, online geospatial business-to-consumer, business-to-business and consumer-to-consumer interaction has become, in our opinion, increasingly commonplace.

Spin-Off from Ubixo Limited and Purchase of the 474 Patent

The inventors of the technology underlying the 474 Patent developed the concept of a commercial, geographically integrated information retrieval system in 1995, and the patent based on this technology was filed with the USPTO on January 31, 1996, and was subsequently issued on July 27, 1999. The GEOTAG business, including the 474 Patent and the GEOTAG trademark, was purchased by Ubixo Limited (formerly known as M2 Global Ltd.), an Antigua company and leading provider of software for electronic payment, in February 2009.

On July 1, 2010, we were formed as a subsidiary of Ubixo. On July 12, 2010, we were spun off from Ubixo as a stand-alone, independent operating entity. The GEOTAG business was a non-core business for Ubixo, and thus Ubixo spun us off primarily to allow Ubixo management to focus on its core business lines, while giving us, as a separated entity, the ability to devote the attention necessary to maximize the value of the GEOTAG business for our stockholders. In connection with the spin-off, Ubixo transferred the GEOTAG business, including the 474 Patent and GEOTAG trademark, to us in exchange for our assumption of certain Ubixo indebtedness and 132,756,448 shares of our common stock, which Ubixo subsequently distributed pro-rata to the shareholders of Ubixo as a dividend. Each shareholder of Ubixo received two of our shares for each share that they held in Ubixo. Ubixo had not generated any revenues from the 474 Patent prior to the spin-off.

In April 2010, Ubixo and Cityhub.com, Inc. settled pending litigation between them regarding title to the 474 Patent. Under the settlement agreement, Cityhub.com is entitled to one-sixth of net revenues we (as the purchaser of the 474 Patent from Ubixo) generate under the 474 Patent, the first $1,500,000 of which was pre-paid with borrowed funds. This $1,500,000 prepayment is an advance against the royalties due to Cityhub.com, such that any future royalties payable to Cityhub.com will be applied against this prepayment until such time as the $1,500,000 advance has been recouped by us in its entirety.

Industry and Market Opportunity

Contrary to early predictions by some that the internet would render geography obsolete, we believe that geospatial discipline is increasingly gaining importance online to the point where we feel that a geospatially organized internet will have a profound impact on managing individual and organizational knowledge. Additionally, the widespread availability and use of metadata and geographic tagging will, we believe, help drive the transition towards a geographically organized internet. This, in turn, will not only reveal the context and geographic distribution of different types of location-based resources and services, but will also act as a catalyst for virtual and physical communities by matching people of similar interests, buying patters, browsing behavior or geographic location.

We believe there are a number of companies in the online yellow pages industry that require a license from us in order to avoid infringing on our 474 Patent. Online yellow pages, also referred to as internet yellow pages, are online versions of traditional printed directories that offer listings based on a geographic area. Local directories prioritize local businesses in its results rather than the results being dominated by regional or national companies. Most providers of internet yellow pages offer online advertising.

With more and more geographic data coming online through companies, organizations and consumers, we believe there is an increasing need for geographic data management. We also believe that the demand for online geo-location information will continue to grow. Simba Information, a media industry forecast and analysis firm, reports that internet yellow pages spending increased 17.4% to $1.83 billion in 2009, accounting for 11.1% of total yellow pages market revenue (see Press Release, Simba Information, “Online Yellow Pages Markets 2009-2010,” December 4, 2009). Simba Information also projects that internet yellow pages revenue will increase to

31

$3.06 billion by 2012, accounting for 20.1% of the total yellow pages market (see Press Release, Simba Information, “Online Ad Sales Capture 20.1% of Yellow Pages Market by 2012,” October 26, 2010). In addition, BIA/Kelsey, which advises companies in the local media space, forecasts that spending on local online media in the U.S. will grow from $15.2 billion in 2010 to $36.7 billion in 2014, representing a compound annual growth rate of 19.3% over the next four years (see Press Release, BIA/Kelsey, “BIA/Kelsey Forecasts U.S. Local Advertising Revenues to Reach $144.9B in 2014,” February 22, 2010). In addition to its potential growth, the local online ad market can also generate higher than average margins. BIA/Kelsey’s research indicates that advertisers are willing to pay a premium for local online ads, anywhere from 20% to 100%, depending on the geography and vertical (see Online Article, eMarketer.com, “Low Growth, High Value for Local Online Ads,” October 20, 2009).

Geospatial data is also becoming more convenient to access with the increasing use of smart phones. According to a study by comScore, Inc., the number of mobile subscribers accessing local business directories on a mobile phone increased 14% year-over-year to 17.3 million users in March 2010 (see Press Release, Yellow Pages Association, “Study Shows Double Digit Growth of Local Mobile Usage, Unlocking Access to Younger, Wealthier, On-the-Go Consumers,” July 29, 2010). We believe that local information is a key product area for mobile devices. Restaurant databases, travel information, and stored maps are just a few applications that have traditionally been offered by companies to mobile users.

While the online yellow pages market is today the focus of our licensing business, we expect that, with location-based information management capabilities commercially viable in a wide range of products and services, the market for our technology will expand into new industries. We are currently performing research to define these industries. Our goal is to take advantage of what we see as a trend towards geographically relevant information management and to expand our licensing business into potentially high-growth markets. Our objective is to be a leader in location-based services and information technology by actively developing and promoting license relationships in geo-location information technology market verticals.

Our Strategy and Patent Licensing Business Model

By virtue of our ownership of the 474 Patent, our objective is to be a leader in location-based information technology by actively developing and promoting license relationships in geo-location information technology in multiple market verticals. We believe we can achieve an industry-leading position because geography has become, in our opinion, an integral component to how the internet is organized, and that the management of geographically organized data by companies operating over the internet will necessitate that they license our patented technology.

Our primary business strategy is to license and enforce our patented technology. Under U.S. patent law, a patent owner has the right to exclude others from making, using, selling or offering to sell the owner’s patented technology. Unfortunately, in many cases, infringers are generally unwilling, at least initially, to negotiate or pay reasonable license fees for their use of third-party patents and will typically fight any allegations of patent infringement. As a result, we will vigorously protect our patented technologies against unauthorized use and third-party infringers, and, when necessary, protect our rights by means of patent infringement litigation. We expect to generate revenues from our negotiation of license and settlement arrangements with unauthorized users of our technology.

In addition to the basic license terms that provide for a non-exclusive license of the 474 Patent, our license agreements may also include additional terms and conditions relating to the specific operating requirements of the licensee. The license fees payable to us will vary depending on several factors, including the content of the data to be used by the product or service, the use for which the data has been licensed and the geographical scope of the data.

In 2008, the owners of the 474 Patent prior to Ubixo signed a non-exclusive license agreement with yellow pages publisher Idearc Media Services-West Inc. (a spin-off of Verizon and since renamed SuperMedia LLC) as

32

part of the settlement of a patent infringement case brought against Idearc. The license granted to Idearc is a non-exclusive, irrevocable, fully-paid up and non-sublicensable license in the designated field. As the license is a fully paid-up license, we will not receive any license fees from SuperMedia LLC.

As part of the patent evaluation process we employ, significant consideration is given to the identification of potential infringers, industries within which the potential infringers exist, longevity of our patented technology, and a variety of other factors that directly impact the magnitude and potential success of a licensing and enforcement program. We, on an ongoing basis, will identify potentially infringing technologies and attempt to present the claims of our patents and demonstrate how they apply to companies we believe are using our technologies in their products or services. While we intend for these presentations to take place in a non-adversarial business setting, we will also protect our rights through the patent enforcement process, as necessary. Ultimately, we will execute patent licensing arrangements with users of our patented technology through either willing licensing negotiations without the filing of litigation, or through the negotiation of license and settlement arrangements in connection with the filing of patent infringement litigation.

To this end, we have retained the services of certain law firms, which we refer to from time to time in this prospectus as our Licensing and Enforcement Counsel, to develop, operate and prosecute our patent infringement licensing and enforcement strategy for the 474 Patent. These law firms will receive fees on a contingency basis, meaning we will pay them a success fee only if and when cases are settled successfully and payments are made under the licensing agreements executed as part of the settled cases.

We have recently filed patent infringement actions against 15 defendants in the United States District Court for the Eastern District of Texas. See “—Legal Proceedings” below for additional information.

We believe that companies in industries other than the online yellow pages industry may also be infringing our 474 Patent, and we will continue research to identify companies that are using our patented technology without a license from us, with the goal of licensing our technology to such companies. We believe that dependence on location data and information will drive industry growth for geo-location services and technology.

We intend to build general awareness of the 474 Patent technology primarily by leveraging our registered trademark “GEOTAG” and our ownership of the internet domain www.geotag.com.

Our Plan of Operation

We expect to begin generating revenues from the granting of licenses for the use of our 474 Patent technology in the first quarter of 2011. We are currently in the process of identifying target companies operating within different verticals and markets that appear to be using the GEOTAG Technology, and companies within those verticals and markets that are using the GEOTAG Technology without a license from us. It is our intention to ensure that these companies sign licensing agreements with us. We filed a complaint on July 23, 2010 in the United States District Court for the Eastern District of Texas, Marshall Division, naming 15 defendants in the online yellow pages industry that we believe are infringing on our 474 Patent technology.

Our profit margin should increase slightly, as we increase the number of licensees under the 474 Patent, as most of our costs are fixed. The nature of the business is such that a majority of our costs will be the contingent lawyers’ fees and various related out-of-pocket legal expenses. Our ability to increase the revenue will also depend, in part, on our ability to negotiate, in those instances when we are required to enforce a 474 Patent license, successful settlements in the least amount of time.

We anticipate that our operating overhead will be relatively low, with most of the cost of our 474 Patent-licensing program being borne by our contingency lawyers.

Given that the majority of our costs, including the payment of interest expenses, are contingent on a successful licensing program for the 474 Patent, we do not currently require large amounts of cash. We have

33

prepaid through to the end of 2010 what our lawyers believe will be their out-of-pocket expenses for the 474 Patent infringement licensing and enforcement program. Our second largest category of expenses will be associated with this public offering, with such expenses being paid off at the closing of the offering.

We believe that our existing cash and cash equivalents, together with the net proceeds of this offering and interest that can be earned on these balances, will be sufficient to meet our expected cash needs for at least the next 12 months.

We may need to obtain additional financing to take advantage of unexpected opportunities that may arise. The sale of additional equity or convertible debt securities could result in dilution to our stockholders. If additional funds are raised through the issuance of debt securities, these securities could have rights senior to those associated with our common stock and could contain covenants that would restrict our operations. Any additional financing may not be available in amounts or on terms acceptable to us. If we fail to obtain additional funding when needed, we may not be able to execute our business plans and our business may suffer.

Intellectual Property

Patents

The 474 Patent is the cornerstone of our business, and is currently our only issued patent. The 474 Patent was issued by the USPTO on July 27, 1999. Assuming timely payment of all maintenance fees, the 474 Patent will expire on January 31, 2016. Unless we acquire and/or develop patented technologies in the future, the expiration of the 474 Patent will likely materially adversely affect our business, operating results and prospects.

We have no pending patent applications as of the date of this prospectus.

Trademarks

We own trademark registrations for the following marks:

Mark	Jurisdiction
GEOTAG	United States
WHEN “WHERE” MATTERS	United States; European Union
GEOMAS	United States; European Union
ZLAND	United States

We also have a trademark application pending for the GEOTAG mark in Canada.

Competition

We believe that the GEOTAG Technology is a foundational technology and, as such, is difficult to work around with alternative technologies. Therefore, we believe that we face no direct competition as of the date of this prospectus.

Government Regulation

The USPTO is the federal agency that grants U.S. patents and registers U.S. trademarks. We must pay periodic maintenance fees to the USPTO with respect to our issued patents. If new legislation, regulations or rules are implemented by the United States Congress, the USPTO, or the courts that impact the patent enforcement process or the rights of patent holders, these changes could negatively affect our expenses and revenue. For example, new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost of our enforcement actions, and new standards or limitations on liability for patent infringement could negatively impact our revenue derived from such enforcement actions.

34

Like many companies, we are subject to existing and potential government regulation. However, much of this regulation will affect us indirectly, inasmuch as, and to the extent that, it affects our licensees more directly. A summary of the laws and regulations that might affect our licensees is set forth below.

Companies conducting business on the internet are subject to a number of foreign and domestic laws and regulations. In addition, laws and regulations relating to user privacy, freedom of expression, content, advertising, information security, and intellectual property rights are being debated and considered for adoption by many countries throughout the world. Online businesses face risks from some of the proposed legislation that could be passed in the future.

In the U.S., laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, which include actions for libel, slander, invasion of privacy and other tort claims, unlawful activity, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content generated by users. Certain foreign jurisdictions are also testing the liability of providers of online services for activities of their users and other third parties. Any court ruling that imposes liability on providers of online services for activities of their users and other third parties could harm our licensees’ businesses, and thus, indirectly, our business.

A range of other laws and new interpretations of existing laws could have an impact on our licensees’ businesses. For example, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, liability for listing, linking, or hosting third-party content that includes materials that infringe copyrights. Various U.S. and international laws restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In the area of data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as California’s Information Practices Act. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our licensees’ part to comply with these laws may subject them to significant liabilities.

Similarly, the application of existing laws prohibiting, regulating, or requiring licenses for certain businesses of our licensees, including, for example, online gambling, distribution of pharmaceuticals, adult content, financial services, alcohol, or firearms, can be unclear. Application of these laws in an unanticipated manner could expose our licensees to substantial liability and restrict their ability to deliver services to their users.

We also face risks due to government failure to preserve the internet’s basic neutrality as to the services and sites that users can access through their broadband service providers. Such a failure to enforce network neutrality could limit the internet’s pace of innovation and the ability of large competitors, small businesses, and entrepreneurs to develop and deliver new products, features, and services, which could harm our business.

Companies conducting online businesses are also subject to federal, state, and foreign laws regarding privacy and protection of user data. Any failure by our licensees to comply with their posted privacy policies or privacy related laws and regulations could result in proceedings against them by governmental authorities or others, which could potentially harm their business, and consequently, our business to the extent such proceedings impact licensee revenue and the license fees payable to us stemming from such revenue. Further, any failure by our licensees to protect their users’ privacy and data could result in a loss of user confidence in their services and ultimately in a loss of users, which could adversely affect their business, and consequently, our business.

Employees

As of September 30, 2010 we had two full-time employees, one of whom is our president and chief financial officer. None of our employees are represented by a labor union. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

35

Facilities

We lease facilities in an office building in Plano, Texas. The facilities include a dedicated office in addition to shared reception, conference and utility facilities, totaling approximately 2,000 square feet. We pay $395 per month under this lease, which expires in August 2011. We believe our current facilities will be sufficient to meet our needs through at least that time.

Legal Proceedings

We may be required to engage in litigation to enforce our patent rights. On July 23, 2010, we filed a complaint in the U.S. District Court for the Eastern District of Texas, Marshall Division, naming 15 defendants in the online yellow pages industry that we believe are infringing on our 474 Patent technology. The 15 defendants include Frontier Communications Corporation; Local.com Corporation; Dex One Corporation; Windstream Communications, Inc.; Yellowpages.com, LLC; Yellow Book USA, Inc.; Intelius, Inc.; Center’d Corporation; IDC Networks, Inc.; Go2Media, Inc.; Hellometro Incorporated; Magicyellow, Inc.; Solfo, Inc.; Yelp!, Inc.; and Citygrid Media, LLC. We believe that each of these defendants has manufactured, made, marketed, distributed, sold, and/or used computer networks, systems, products and/or services that include providing geographical and topical information to Internet users in a manner disclosed and protected against infringement by one or more claims of our 474 Patent. Accordingly, among other things, we are seeking an amount in damages from each defendant that would adequately compensate us for such defendant’s infringement, including a reasonable royalty for the use of our GEOTAG Technology, together with interest and costs. Though we believe that our claims against these defendants are meritorious, we are unable to predict the outcome of this matter at this time.

36

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information with respect to our executive officers, directors and director nominees as of September 30, 2010. With respect to our directors and director nominees, we have provided in their biographical information below the experience and qualifications that led to the conclusion that they should serve as a director.

Name	Age		Position
Antony Norris		39	President, Chief Financial Officer and Director
Ira M. Kirschner		66	Director Nominee

Antony Norris has been our President, Chief Financial Officer, and a member of our board of directors since our formation. From 2007 to 2010, Mr. Norris served as Chief Financial Officer of Ubixo Limited (formerly known as M2 Global Ltd.), a leading provider of software for electronic payment processing. Mr. Norris was instrumental in getting Ubixo listed on the Bermuda stock exchange, as well as spearheading Ubixo’s restructuring initiatives, including the successful completion of a number of acquisitions and financing transactions. Prior to joining Ubixo, Mr. Norris held a variety of senior finance positions at Continuum Payment Solutions plc, formerly an AIM-listed company that was acquired by Ubixo in 2007. Mr. Norris was Chief Financial Officer of Continuum from 2003 to 2010, during which time he presided over a restructuring initiative that saw the company achieve a break-even position for the first time in its history. From 2005 to 2010, Mr. Norris served on the board of directors of Continuum, during which time he was instrumental in helping change the focus of the company from one that develops and provides online software to that of a prepaid debit card program and processor. In 1994, Mr. Norris joined BDO Stoy Hayward’s student training program and qualified as a Chartered Accountant. Mr. Norris left BDO Stoy Hayward in 2001, his last position being that of an Audit Manager in charge of a portfolio of customers including the Body Shop plc. Mr. Norris received an Honors degree in International Studies and Economics from Birmingham University in 1993.

As reflected in the biographical information summarized above, Mr. Norris has extensive business, managerial, executive and leadership experience, having served in various senior management positions, including as chief financial officer of a publicly reporting company. In addition, Mr. Norris has served on several other boards of directors of publicly reporting companies. Mr. Norris also has extensive financial and accounting experience. For these reasons, we believe that Mr. Norris has the requisite set of skills and experience to serve as a valuable member of our board of directors.

Ira M. Kirschner, a certified public accountant, has been selected by us as a director nominee. Mr. Kirschner has over 30 years of accounting and financial management experience. From April 2005 to August 2010, Mr. Kirschner served as Vice President of Finance for The Seminole Tribe of Florida, d/b/a Seminole Gaming, a casino operator. During that time, Mr. Kirschner was responsible for the financial, accounting and insurance activities of the seven casino properties operated by Seminole Gaming. From March 2002 through March 2005, Mr. Kirschner served as Chief Financial Officer of SunCruz Casinos, an operator of twelve offshore casino vessels throughout Florida and South Carolina. Mr. Kirschner received a B.S. degree in Accounting from Fairleigh Dickinson University in 1967.

As reflected in the biographical information summarized above, Mr. Kirschner has extensive accounting and financial management experience, having served in various senior finance positions, including as chief financial officer. For these reasons, we believe that Mr. Kirschner has the requisite set of skills and experience to serve, upon his appointment, as a valuable member of our board of directors.

37

Composition of the Board of Directors

Our board of directors is currently comprised of one director, Mr. Norris, and four vacancies. Prior to the completion of this offering, we expect to appoint Mr. Kirschner to our board of directors in accordance with our Bylaws and applicable law. There are no arrangements or understandings between any of our directors or officers or any other person pursuant to which any officer or director was, or is, to be selected as an officer or director.

Upon completion of this offering, our amended and restated certificate of incorporation will provide that our board of directors will be divided into three classes, each with staggered three-year terms. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Mr. Norris has been designated as a Class I director, whose term will expire at the 2011 annual meeting of stockholders. Upon his appointment to the Board, we expect that Mr. Kirschner will be designated as a Class II director, whose term will expire at the 2012 annual meeting of stockholders. Designations of additional directors will be made concurrently with their appointment to our board of directors in accordance with the terms of our Bylaws. This classification of the board of directors may delay or prevent a change in control of our company or our management. See “Description of Capital Stock—Anti-Takeover Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws” elsewhere in this prospectus.

Director Independence

We expect our common stock to be listed on the NYSE and, therefore, we will be subject to the listing requirements of that market. Pursuant to applicable NYSE listing requirements, a majority of our board of directors must be comprised of independent directors, as defined in Section 303A.02 of the NYSE Listed Company Manual, within twelve months from the date of listing.

Our board of directors has determined that Mr. Kirschner, a director nominee, is “independent” as defined in the NYSE Listed Company Manual. Mr. Norris was deemed not to be independent as he currently serves as our president and chief financial officer. We will appoint additional independent directors to our board of directors and committees of our board of directors in satisfaction of applicable SEC and NYSE listing standards.

Board of Directors Leadership Structure

We separate the roles of President and Chairman of the board in recognition of the differences between the two roles. The President is responsible for setting our strategic direction, providing leadership, and driving the performance of our business, while the Chairman of the board provides guidance to the President, sets the agenda for meetings of the board of directors, and presides over meetings of the board of directors. We believe that the separation of the roles of President and Chairman of the board provides a stronger corporate governance structure and promotes more effective oversight of the President by the board of directors.

The Board’s Role in Risk Oversight

Our board of directors oversees our risk management practices and strategies, taking an enterprise-wide approach to risk management that seeks to complement our organizational and strategic objectives, long-term performance and the overall enhancement of stockholder value. Our board’s approach to risk management includes developing a detailed understanding of the risks we face, analyzing them with the latest information available, and determining the steps that should be taken to manage those risks, with a view toward the appropriate level of risk for a company of our size and financial condition.

Our senior management team will be responsible for day-to-day risk management and will regularly report on risks to our full board or a relevant committee. Our legal and finance areas will serve as the primary monitoring and evaluation function for company-wide policies and procedures, and manage the day-to-day oversight of the risk management strategy for our ongoing business. This oversight will include identifying,

38

evaluating, and addressing potential risks that may exist at the enterprise, strategic, intellectually property, financial, operational and legal levels.

The audit committee will focus on financial compliance risk, working closely, for example, with management and our independent registered public accounting firm. In addition, the compensation committee will assess risks related to our compensation programs. In setting performance metrics, our compensation committee will create incentives for our senior executives that encourage an appropriate level of risk-taking that is commensurate with our short-term and long-term strategies.

Board Committees

Upon completion of this offering, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. At that time, each of those committees will have the composition and responsibilities set forth below.

Audit Committee

Our audit committee is a standing committee of, and operates under a written charter adopted by, our board of directors. Prior to the completion of this offering, we expect to appoint three members to the audit committee to satisfy the standards established by the NYSE and SEC rules. We expect one of the members of our audit committee to be Mr. Kirschner, who satisfies the current standards with respect to independence, financial expertise and experience established by NYSE and SEC rules.

Under its written charter, our audit committee, among other things:

• determines the engagement of and approves fees paid to our independent registered public accounting firm;

• monitors the qualifications, independence activities and performance of our independent registered public accounting firm;

• approves the retention of our independent registered public accounting firm to perform any proposed and permissible non-audit services;

• reviews with management and our independent registered public accounting firm our financial statements and critical accounting estimates;

• discusses with management and our independent registered public accounting firm the results of the annual audit;

• oversees the performance of our internal controls and the adequacy of our disclosure controls and procedures;

• prepares the report of the audit committee required by SEC rules to be included in our annual proxy statement; and

• pre-approves, approves or ratifies, as the case may be, transactions entered into with “related persons” (as defined under Regulation S-K Item 404(a)) when any such transaction (or series of related transactions) involves an amount exceeding $120,000.

Our audit committee also reviews and reassesses, at least annually, the adequacy of its charter.

Compensation Committee

Our compensation committee is a standing committee of, and operates under a written charter adopted by, our board of directors. Prior to the completion of this offering, we expect to appoint members to the

39

compensation committee to satisfy the listing standards established by the NYSE. All members of the compensation committee will be non-employee, outside directors and satisfy the current independence standards established by the NYSE and SEC rules.

Under its written charter, our compensation committee, among other things:

• reviews and recommends annually the corporate goals and objectives applicable to the compensation of our principal executive officer, evaluates his or her performance in light of those goals and objectives, and determines and recommends his or her compensation level based on this evaluation, subject to review and ratification by the full board of directors;

• makes recommendations to the Board regarding the compensation of all other executive officers;

• reviews, and makes recommendations to the board regarding, incentive compensation plans and equity-based plans, as applicable;

• administers our incentive compensation plans and equity-based plans, as applicable;

• produces an annual report on executive compensation stating whether the committee reviewed the Compensation Discussion and Analysis prepared by management and discussed the Compensation Discussion and Analysis with management, and whether, based on such review and discussions, the committee recommended to the board that such Compensation Discussion and Analysis be included in the Company’s annual proxy statement and/or annual report on Form 10-K filed with the SEC, as well as any other disclosure required in accordance with applicable laws, rules, regulations and listing standards;

• reviews our incentive compensation arrangements to determine whether they encourage excessive risk-taking; and

• makes recommendations to the board regarding director compensation.

Our compensation committee also reviews and reassesses, at least annually, the adequacy of its charter.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is a standing committee of, and operates under a written charter adopted by, our board of directors. Prior to the completion of this offering, we expect to appoint members to the nominating and corporate governance committee to satisfy the listing standards established by the NYSE. All members of the nominating and corporate governance committee will be non-employee directors and satisfy the current independence standards established by NYSE and SEC rules.

Under its written charter, the nominating and corporate governance committee, among other things:

• reviews the size and composition of our board of directors;

• identifies and recommends to our board of directors individuals qualified to become board members and committee members consistent with criteria approved by our board of directors;

• receive communications from stockholders directed to our board of directors, including stockholder proposals regarding director nominees;

• recommends corporate governance principles; and

• provides oversight in the evaluation of each member of our board of directors and each committee.

Our nominating and corporate governance committee also reviews and reassesses, at least annually, the adequacy of its charter.

40

Other Committees

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Code of Ethics

We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the NYSE and SEC. Prior to the closing of our initial public offering, we will post a copy of our code of ethics, and intend to post amendments to this code, or any waivers of its requirements, on our website at www.geotag.com.

Corporate Governance Guidelines

We are committed to having sound corporate governance practices that maximize stockholder value in a manner consistent with legal requirements and the highest standard of integrity. In that regard, our board has adopted guidelines that provide a framework for our governance. Prior to the closing of our initial public offering, we will post a copy of our corporate governance guidelines, and intend to post amendments to these guidelines, on our website at www.geotag.com.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

No member of our compensation committee has at any time been our employee, and none of our executive officers serves, or has served during the last fiscal year, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or our compensation committee.

Family Relationships

There are no family relationships between any of our directors or executive officers.

EXECUTIVE COMPENSATION

Overview

We were formed on July 1, 2010 as a subsidiary of Ubixo Limited, and spun off from Ubixo as an independent, stand-alone operating company on July 12, 2010. Moving forward, our compensation committee will review and approve the compensation of our named executive officers and oversee and administer our executive compensation programs and initiatives. As we gain experience as a public company, we expect that the specific direction, emphasis and components of our executive compensation program will continue to evolve.

Our current compensation program reflects our startup origins in that it currently consists only of base salary. We do not currently provide our senior executive officers or other employees with any form of a cash bonus program, equity-based compensation, or any severance provisions providing for continued salary or other benefits upon termination of an executive officer’s employment with us.

Role of the Compensation Committee—Compensation Objectives and Process

Our compensation committee will be appointed by our board of directors, and will consist entirely of directors who are independent directors under applicable NYSE rules, “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

41

We intend for our compensation committee to begin developing a set of overall compensation recommendations and guidelines for the compensation of our executive officers. While the process has not yet begun, we expect it to begin, and be completed, during the first quarter of fiscal year 2011. Goals of the compensation committee during this process will include:

• establishing a compensation program structure to attract and retain the most highly qualified executive officers;

• developing compensation guiding principles, including an informal comparative peer group analysis for different compensation elements;

• aligning executive officer compensation, both in individual cases and as a team, to the long-term interests of our stockholders;

• establishing policies or guidelines for allocating compensation between short-term and long-term incentive compensation, and between cash and non-cash compensation;

• emphasizing clear, easily-measured performance goals to help align executive officer compensation with the long-term interests of stockholders; and

• recommending, developing and administering equity-based compensation plans.

Our compensation committee will be responsible for recommending the compensation levels for our executives, including base salaries and stock-based incentive awards, if any, subject to the approval of the full Board of Directors. To assist the compensation committee in preparing its recommendations to the Board, our President will prepare a report at the beginning of each fiscal year recommending base salaries and stock-based incentive awards for each executive officer. In addition to this report, our compensation committee will consider other relevant market compensation data it deems necessary, such as informal benchmarking based on its personal knowledge of other companies in our industry. The compensation committee may accept or adjust the compensation recommendations it is provided. No executive officer will be allowed to be present at the time his or her compensation is being discussed or determined by the compensation committee. The compensation of our executive officers will ultimately be approved by our Board of Directors, upon recommendation of the compensation committee. Our President will abstain from voting with respect to his own compensation.

As of the date of this prospectus, we do not expect that the compensation committee will require the assistance of consultants with respect to executive compensation matters.

Compensation Components

Executive compensation currently consists of the following components:

Base Salary

Following our formation in July 2010, we determined our executive officers’ current salaries based on job responsibilities, individual experience and expected level of contribution. We did not engage in any form of benchmarking. In the future, beginning in calendar year 2011, our compensation committee will review the salaries of our executives annually at the beginning of each calendar year and recommend to our Board of Directors changes in salaries based primarily on changes in job responsibilities, experience, individual performance, and comparative market data.

Our executive officers will be paid the following annualized base salaries for the year ending December 31, 2010:

Name and Title	Salary
Antony Norris—President and Chief Financial Officer	$	150,000

42

Employment and Severance Agreements and Employee Benefit Plans

Employment Agreements

We have not entered into any employment agreements with our named executive officers.

Severance Agreements

We have not entered into any severance agreements with our named executive officers.

Equity Plan

We have not adopted any equity compensation plans.

Other Benefits

In order to attract, retain and pay market levels of compensation, we currently expect to provide health, dental, vision and life insurance and other customary employee assistance plans to all full-time employees, including the named executive officers.

Accounting and Tax Consequences

Section 162(m) of the Code limits the amount that we may deduct for compensation paid to our President and to each of our four most highly compensated officers to $1,000,000 per person, unless certain exemption requirements are met. Exemptions to this deductibility limit may be made for various forms of “performance-based compensation.” In addition to salary and bonus compensation, upon the exercise of stock options that are not treated as incentive stock options, the excess of the current market price over the option price, or option spread, is treated as compensation and accordingly, in any year, such exercise may cause an officer’s total compensation to exceed $1,000,000. While the tax impact of any compensation arrangement is an important factor to be considered, the impact is evaluated in light of our overall compensation philosophy. Accordingly, we will authorize the payment of non-deductible compensation if we deem that it is consistent with its compensation philosophy and objectives and in our best interests of our stockholders.

Limitation of Liability and Indemnification of Officers and Directors

Our certificate of incorporation provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors:

• for any breach of their duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• for voting or assenting to unlawful payments of dividends or other distributions; or

• for any transaction from which the director derived an improper personal benefit.

Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act or failure to act, or any cause of action, suit or claim that would accrue or arise prior to any amendment or repeal or adoption of an inconsistent provision. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

43

In addition, our bylaws provide that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions. We also intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. We believe that these provisions and agreements are necessary to attract and retain qualified directors and officers. Our bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions, regardless of whether the DGCL would permit indemnification. On completion of this offering, we intend to obtain directors’ and officers’ liability insurance. We are not currently aware of any pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. Moreover, we are not currently aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

Nonqualified Deferred Compensation

None of our named executive officers participate in non-qualified defined contribution plans or other deferred compensation plans maintained by us. Our compensation committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Code, may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if the compensation committee determines that doing so is in our best interests.

Potential Payments Following a Change in Control

We have not entered into any agreements with our executive officers providing for payments payable to them upon termination of their employment following a change in control.

Non-Employee Director Compensation

Effective upon the closing of this offering, each independent director will receive an annual fee for services of $15,000. We will also reimburse out-of-pocket expenses incurred by directors in attending Board and committee meetings.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions that have occurred since our formation on July 1, 2010, to which we were a party or will be a party in which:

• the amounts involved exceeded or will exceed $120,000; and

• a director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

Spin-Off From Ubixo Limited

On July 1, 2010, we were formed as a subsidiary of Ubixo Limited. On July 12, 2010, we were spun off from Ubixo as a stand-alone, independent operating entity. In connection with the spin-off, Ubixo transferred the GEOTAG business, including the 474 Patent and GEOTAG trademark, to us in exchange for our assumption of certain Ubixo indebtedness and 132,756,448 shares of our common stock, which Ubixo subsequently distributed pro-rata to the shareholders of Ubixo as a dividend. Each shareholder of Ubixo received two of our shares for

44

each share that they held in Ubixo. Two shareholders of Ubixo, UberDB, LLC and Stalton International, S.A., hold more than 5.0% of our common stock as a result of the spin-off. See “Principal Shareholders” below.

We believe that our spin-off from Ubixo was consummated on an arm’s-length basis and on terms as favorable as could have been obtained from unrelated third parties.

Indemnification Agreements

We intend to enter into indemnification agreements with our directors and executive officers for the indemnification of and advancement of expenses to these persons. We also intend to enter into these agreements with our future directors and executive officers. The indemnification agreements will provide, among other things, that subject to certain procedures and conditions, we will, to the fullest extent permitted by Delaware law, indemnify the directors and officers against all liabilities and expenses, actually or reasonably incurred by a director or officer in connection with the investigation, defense, settlement or appeal of a proceeding if, by reason of the indemnitee’s status as a director or officer, the indemnitee was or is a party or is threatened to be made a party to the proceeding. In addition, the indemnification agreements provide for the advancement of expenses incurred by the indemnitee, subject to certain conditions and exceptions, in connection with any proceeding covered by the indemnification agreements. The indemnification agreements also require us to maintain directors’ and officers’ liability insurance in a reasonable amount from established and reputable insurers.

Policy for Approval or Ratification of Related Party Transactions

Pursuant to the written charter of our audit committee, the audit committee is responsible for reviewing and approving all transactions in which we are a participant and in which any parties related to us, including our executive officers, our directors, beneficial owners of more than five percent of our securities, immediate family members of the foregoing persons and any other persons whom our board of directors determines may be considered related parties, has or will have a direct or indirect material interest. If advanced approval is not feasible, the audit committee has the authority to ratify a related party transaction at the next audit committee meeting. For purposes of our audit committee charter, a material interest is deemed to be any consideration received by such a party in excess of $120,000 per year.

In reviewing and approving such transactions, the audit committee shall obtain, or shall direct our management to obtain on its behalf, all information that the committee believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, a discussion shall be held of the relevant factors if deemed to be necessary by the committee prior to approval. If a discussion is not deemed to be necessary, approval may be given by written consent of the committee. No related party transaction may be entered into prior to the completion of these procedures.

The audit committee shall approve only those related party transactions that are determined to be in, or not inconsistent with, the best interests of us and our stockholders, taking into account all available facts and circumstances as the committee determines in good faith to be necessary. These facts and circumstances will typically include, but not be limited to, the material terms of the transaction, the nature of the related party’s interest in the transaction, the significance of the transaction to the related party and the nature of our relationship with the related party, the significance of the transaction to us, and whether the transaction would be likely to impair (or create an appearance of impairing) the judgment of a director or executive officer to act in our best interest. No member of the audit committee may participate in any review, consideration or approval of any related party transaction with respect to which the member or any of his or her immediate family members is the related party, except that such member of the audit committee will be required to provide all material information concerning the related party transaction to the audit committee.

45

PRINCIPAL SHAREHOLDERS

Set forth below is certain information as of September 30, 2010 regarding the beneficial ownership of our common stock by:

• any person (or group of affiliated persons) who was known by us to own more than 5% of our voting securities;

• each of our directors and director nominees;

• each of our named executive officers; and

• all current directors and executive officers as a group.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital stock shown as beneficially owned, subject to applicable community property laws.

The number of shares of common stock outstanding on September 30, 2010 was 135,398,243. The percentage of shares beneficially owned after this offering assumes no exercise of the underwriter’s over-allotment option and no exercise of the underwriter’s warrants.

	Shares Beneficially Owned		Percentage Owned
Beneficial Owner and Address (1)			Prior  to Offering			After Offering
Named Executive Officers, Directors and Director Nominees
Antony Norris		0		0	%		0	%
Ira M. Kirschner		0		0	%		0	%
5% Stockholders
UberDB, LLC (2)		32,600,000		24.08	%			%
Stalton International, S.A. (3)		12,000,000		8.86	%			%
All executive officers, directors and director nominees as a group (two persons)		0		0	%		0	%

* Represents beneficial ownership of less than 1.0%.

(1) Unless otherwise indicated, the business address of each holder is: c/o GEOTAG INC., 555 Republic Drive Suite 200, Plano, Texas 75074.

(2) John Veenstra is the sole member of UberDB, LLC and has voting control and investment direction over the securities held by UberDB, LLC. The address for UberDB, LLC is 5760 Legacy Dr., Ste B3-411, Plano, Texas 75024.

(3) Vernon Emmanuel Salazar Zurita is the President of Stalton International, S.A. and has voting control and investment direction over the securities held by Stalton International, S.A. Vernon Emmanuel Salazar Zurita disclaims beneficial ownership of these shares except to the extent of any indirect pecuniary interest therein. The address for Stalton International, S.A. is World Trade Centre, Via Lugano 11, 6982 Agno-Lugano, Switzerland.

46

DESCRIPTION OF CAPITAL STOCK

Capital Stock

Upon completion of this offering, our authorized capital stock, after giving effect to the filing of our amended and restated certificate of incorporation, will consist of 275,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.01 par value per share. The following description summarizes the terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, effective upon completion of this offering, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of the DGCL.

Common Stock

As of September 30, 2010, there were 135,398,243 shares of common stock outstanding held by 361 stockholders of record. There will be             shares of common stock outstanding after giving effect to the sale of the shares of our common stock in this offering, or             shares if the underwriter exercises its over-allotment option in full, assuming in each case no exercise of the underwriter’s warrants. We currently have no options to purchase common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued in this offering will be, fully paid and nonassessable.

The following summarizes the rights of holders of our common stock:

• each holder of common stock is entitled to one vote per share on all matters to be voted upon by the stockholders, including the election of directors;

• unless otherwise specified in our amended and restated certificate of incorporation or amended and restated bylaws, the affirmative vote of a majority of the shares present in person or represented and voting at a duly held meeting at which a quorum is present shall be the act of the stockholders;

• holders of common stock are not entitled to cumulate votes in the election of directors, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election;

• subject to preferences that may be applicable to the holders of outstanding shares of preferred stock, if any, the holders of common stock are entitled to receive dividends when, as and if declared by our board of directors out of assets legally available for dividends;

• upon our liquidation, dissolution or winding up, after satisfaction of all our liabilities and the payment of any liquidation preference of any outstanding preferred stock, the holders of shares of common stock will be entitled to receive on a pro rata basis all of our assets remaining for distribution;

• there are no redemption or sinking fund provisions applicable to our common stock; and

• there are no preemptive or conversion rights applicable to our common stock.

Preferred Stock

We have no shares of preferred stock outstanding. Our amended and restated certificate of incorporation will authorize our board of directors, without further action by the stockholders, to create and issue one or more series of preferred stock and to fix the rights, preferences and privileges thereof. Among other rights, our board of directors may determine, without further vote or action by our stockholders:

• the number of shares constituting the series and the distinctive designation of the series;

• the dividend rate on the shares of the series, whether dividends will be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of the series;

47

• whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;

• whether the series will have conversion privileges and, if so, the terms and conditions of conversion;

• whether or not the shares of the series will be redeemable or exchangeable, and, if so, the dates, terms and conditions of redemption or exchange, as the case may be;

• whether the series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of the sinking fund; and

• the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series.

Although we presently have no plans to issue any shares of preferred stock, any future issuance of shares of preferred stock, or the issuance of rights to purchase preferred shares, may delay, defer or prevent a change of control in our company or an unsolicited acquisition proposal and make removal of management more difficult. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of the common stock. The issuance of preferred stock may have the effect of decreasing the market price of our common stock, and may adversely affect the voting and other rights of the holders of our common stock.

Options

As of the date of this prospectus, we do not have any options outstanding.

Underwriter’s Warrants

See “Underwriting—Underwriter’s Warrants” on page 53 of this prospectus.

Registration Rights

We are registering for resale an aggregate of             shares of our outstanding common stock, so that the shares may be resold publicly. After the date of this prospectus, these shares will have been registered under the Resale Prospectus and will be freely tradable by the selling stockholders listed in the Resale Prospectus.

Anti-Takeover Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws

Provisions of the DGCL, as well as our amended and restated certificate of incorporation and amended and restated bylaws to be effective upon the closing of this offering, could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless

48

the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.

Classified Board

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that our board of directors is divided into three classes. The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following this offering, which we expect to hold in 2011. The directors designated as Class II directors will have terms expiring at the following year’s annual meeting of stockholders, which we expect to hold in 2012, and the directors designated as Class III directors will have terms expiring at the following year’s annual meeting of stockholders, which we expect to hold in 2013. Directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and thereafter will serve for a term of three years. At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. Under the classified board provisions, it would take at least two elections of directors for any individual or group to gain control of our board. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of us.

Removal of Directors

Our amended and restated bylaws provide that our stockholders may only remove our directors with cause.

Amendments

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that the affirmative vote of the holders of at least 66^2/3% of our voting stock then outstanding is required to amend certain provisions relating to the number, term, election and removal of our directors, the filling of our board vacancies, stockholder notice procedures, the calling of special meetings of stockholders and the indemnification of directors.

Size of Board and Vacancies

Our amended and restated bylaws provide that the number of directors on our board of directors is fixed exclusively by our board of directors. Newly created directorships resulting from any increase in our authorized number of directors will be filled by a majority of our board of directors then in office, provided that a majority of the entire board of directors, or a quorum, is present and any vacancies in our board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled generally by the majority vote of our remaining directors in office, even if less than a quorum is present.

Special Stockholder Meetings

Our amended and restated certificate of incorporation provides that only the Chairman of our board of directors, our President or our board of directors pursuant to a resolution adopted by a majority of the entire board of directors may call special meetings of our stockholders.

49

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our board of directors or a committee of our board of directors.

No Cumulative Voting

The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.

Undesignated Preferred Stock

The authority that will be possessed by our board of directors to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of our company through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. Our board of directors may issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

The combination of the provisions summarized above will make it more difficult for our stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Therefore, these provisions may have the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and in the policies they implement, and to discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in our management.

Transfer Agent and Registrar

Upon the closing of this offering, the transfer agent and registrar for our shares of common stock will be Continental Stock Transfer & Trust Company.

NYSE Listing

We will apply to have our common stock approved for listing on the NYSE under the symbol “GTG”.

50

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices and adversely affect our ability to raise additional capital in the capital markets at a time and price favorable to us.

Upon completion of this offering, we will have             shares of common stock outstanding, or             if the underwriter exercises its option to sell additional shares in full (assuming no exercise of the underwriter’s warrants). Of these shares, all of the shares of common stock sold in this offering, plus any shares sold as a result of the underwriter’s exercise of its option to sell additional shares, will be freely tradable without restriction under the Securities Act, unless purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. Securities held or purchased by our affiliates may not be resold except pursuant to an effective registration statement or an exemption from registration, including the safe harbor under Rule 144 of the Securities Act described below.

The remaining 135,398,243 shares of outstanding common stock as of September 30, 2010, held by existing stockholders, are “restricted securities” under the Securities Act. “Restricted securities” as defined under Rule 144 were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public market only if registered or pursuant to an exemption from registration, such as Rule 144 under the Securities Act.

Number of Shares	Approximate Date of Availability for Sale
	, 2011, representing the date that is 90 days after the date of this prospectus
	After the date of this prospectus, these shares will have been registered under the Resale Prospectus and will be freely tradable by the selling stockholders listed in the Resale Prospectus

Rule 144

In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock that such person has held for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to volume limitations. Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were held by such person for less than one year.

In addition, under Rule 144, a person may sell immediately upon the completion of this offering, shares of our common stock acquired from us without regard to volume limitations or the availability of public information about us, if:

• the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and

• the person has beneficially owned the shares to be sold for at least one year, including the holding period of any prior owner other than one of our affiliates.

51

Beginning 90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than another of our affiliates, would be entitled to sell within any three-month period those shares and any other shares they have acquired that are not restricted securities, provided that the aggregate number of shares sold does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately             shares immediately after this offering, assuming no exercise of the underwriter’s over-allotment option and no exercise of the warrants being issued in connection with this offering; and

• the average weekly trading volume in our common stock on the NYSE during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to provisions restricting how the shares can be sold, notice requirements and to the availability of current public information about us.

Underwriter’s Warrants

In connection with this offering, we have agreed to issue to the underwriter warrants to purchase a total of up to             shares of our common stock at a price per share equal to 120% of the initial offering price of the shares. The underwriter’s warrants will be exercisable at any time beginning six months after the effective date of this registration statement until the fifth anniversary of that date. However, neither the underwriter’s warrants nor the underlying shares may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of six months immediately following the date of effectiveness or commencement of sales of this offering, except to any member participating in the offering and the officers or partners thereof, and only if all securities so transferred remain subject to the six month lock-up restriction for the remainder of the lock-up period. The common stock issued to the underwriter upon exercise of these underwriter’s warrants will be freely tradable.

52

UNDERWRITING

C. K. Cooper & Company, Inc., or CKCC, has agreed, subject to the terms and conditions of the underwriting agreement between CKCC and us, to act as our underwriter for the sale of shares of common stock offered hereunder on a best efforts basis. The offering is not contingent upon the occurrence of any event or the sale of a minimum or maximum number of shares. The underwriter shall use its best efforts to sell our shares of common stock in this offering to the public, but does not have any obligation to purchase our common shares and will not ensure the successful offering of any shares of common stock or any portion in this offering.

If the offering of the shares to be sold under this prospectus is over-subscribed, we have granted CKCC an option exercisable for 30 days after the date of this prospectus to sell up to an additional              shares, representing 15% of the shares offered under this prospectus, to cover over-allotments.

The underwriting agreement provides that CKCC’s obligations to act as underwriter on our behalf is subject to the satisfaction of the conditions contained in the underwriting agreement, including that:

• the representations and warranties made by us to the underwriter are true;

• there is no material change in our business or the financial markets; and

• we deliver customary closing documents to the underwriter.

Commissions and Expenses

The following table summarizes the underwriting commissions we will pay to CKCC. These amounts are shown assuming both no exercise and the full exercise of CKCC’s option to sell additional shares.

	No Exercise of Option	Full Exercise of Option
Per Share	$	$
Total	$	$

We have agreed to pay CKCC cash commissions equal to 3.5% of the gross proceeds received by us in this public offering. CKCC has advised us that it proposes to offer the shares of common stock to the public at the public offering price on the cover of this prospectus, and, at its discretion, through selected dealers at such public offering price less a selling concession not in excess of $            per share. After the offering, CKCC may change the offering price and other selling terms.

The expenses of this offering that are payable by us, excluding the underwriting commissions, are estimated to be approximately $            . We have agreed to reimburse CKCC for its out-of-pocket expenses in connection with this offering, including its attorney’s fees, in an aggregate amount not to exceed $85,000. We have advanced $25,000 to CKCC as a reasonable advance against the out-of-pocket accountable expenses actually anticipated to be incurred by CKCC, provided that this advance will be reimbursed by CKCC to the extent not actually incurred by CKCC, in accordance with FINRA Rule 5110(f)(2)(C).

Underwriter’s Warrants

In connection with this offering, we have agreed to issue to CKCC warrants entitling it or its assigns, to purchase up to an aggregate of 5.0% of the total number of shares sold in this offering at a price equal to 120% of the initial public offering price of the shares. These warrants will be exercisable beginning six months after the effective date of the registration statement of which this prospectus is a part until the fifth anniversary of the effective date and will contain customary exercise provisions, representations and anti-dilution provisions. The warrants may be exercised for cash or on a cashless exercise basis. For the complete terms of the underwriter’s warrants, you should refer to the form of underwriter’s warrant to be filed as an exhibit to the registration statement of which this prospectus is a part.

53

The warrants to be issued to CKCC are deemed compensation by FINRA, and may not be sold, transferred, pledged, hypothecated or assigned or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180-days following the effective date of the offering pursuant to FINRA Rule 5110(g)(1).

Indemnification

We have agreed to indemnify CKCC against certain liabilities, including liabilities under the Securities Act, or to contribute to payments CKCC may be required to make in respect of those liabilities.

Offering Price Determination

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be negotiated between CKCC and us. In determining the initial public offering price of our common stock, we and CKCC will consider:

• the history and prospects for the industry in which we compete;

• our financial information;

• the ability of our management and our business potential and earning prospects;

• the prevailing securities markets at the time of this offering; and

• the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.

NYSE Listing

We will apply to have our shares of common stock approved for listing on the NYSE under the symbol “GTG.”

Stamp Taxes

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Relationships

From time to time in the ordinary course of their respective businesses, CKCC and its affiliates may in the future engage in commercial banking or investment banking transactions with us and our affiliates.

Foreign Regulatory Restrictions on Purchase of the Common Stock

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the common stock or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the common stock may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the common stock may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

54

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS

The following summary discusses material United States federal income tax consequences, and certain United States federal estate tax consequences, of the purchase, ownership and disposition of our common stock by a Non-U.S. Holder, as defined below. This summary deals only with common stock held as a capital asset within the meaning of Section 1221 of the Code, and is applicable only to Non-U.S. Holders who purchase common stock pursuant to this offering. This summary does not address specific tax consequences that may be relevant to you if you are a Non-U.S. Holder subject to special tax treatment (including partnerships or other pass-through entities, entities treated as domestic corporations pursuant to Section 7874 of the Code, banks and insurance companies, dealers in securities, persons holding our common stock as part of a “straddle,” “hedge,” “conversion transaction” or other risk-reduction transaction, controlled foreign corporations, passive foreign investment companies, companies that accumulate earnings to avoid United States federal income tax, foreign tax-exempt organizations, former U.S. citizens or residents and persons who hold or receive common stock as compensation or pursuant to the exercise of compensatory options), and does not address alternative minimum tax consequences, if any, or any state, local, or foreign tax consequences.

This summary is based upon the provisions of the Code and United States Treasury regulations, rulings and judicial decisions as of the date hereof, all of which are subject to change, possibly with retroactive effect.

If you are considering the purchase of common stock, you should consult your own tax advisors regarding the United States federal income tax consequences to you of the purchase, ownership, and disposition of common stock, as well as any consequences arising under the laws of any other taxing jurisdiction.

For purposes of this summary, you are a Non-U.S. Holder if you are a beneficial owner of common stock who is not a U.S. person or a partnership (or other entity treated as a partnership) for United States federal income tax purposes. A U.S. person is (i) a citizen or resident alien individual of the United States; (ii) a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust (a) whose administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) if it has a valid election in effect under applicable United States Treasury regulations to be treated as a U.S. person.

U.S. Trade or Business Income

For purposes of this discussion, dividend income and gain on the sale or other taxable disposition of our common stock will be considered to be “U.S. trade or business income” if such income or gain is (i) effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the United States, or (ii) in the case of a Non-U.S. Holder that is eligible for the benefits of an income tax treaty with the United States, attributable to a permanent establishment (or, for an individual, a fixed base) maintained by the Non-U.S. Holder in the United States. Generally, U.S. trade or business income is not subject to United States federal withholding tax (provided the Non-U.S. Holder complies with applicable certification and disclosure requirements). Instead, U.S. trade or business income is subject to United States federal income tax on a net income basis at regular United States federal income tax rates in the same manner as a U.S. person, unless an applicable income tax treaty provides otherwise. Any U.S. trade or business income received by a corporate Non-U.S. Holder may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Distributions

Distributions of cash or property that we pay will generally constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined

55

under United States federal income tax principles). A Non-U.S. Holder generally will be subject to withholding of United States federal income tax at a 30% rate on any dividends received in respect of our stock, or at a lower rate provided by an applicable income tax treaty. If the amount of a distribution exceeds our current and accumulated earnings and profits, such excess first will be treated as a tax-free return of capital to the extent of the Non-U.S. Holder’s tax basis in our common stock (with a corresponding reduction in such Non-U.S. Holder’s tax basis in our common stock), and thereafter will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “— Sale or Other Disposition of Our Common Stock” below. In order to obtain a reduced rate of United States federal withholding tax under an applicable income tax treaty, a Non-U.S. Holder, who is otherwise entitled to benefits under an income tax treaty, will be required to provide a properly executed IRS Form W-8BEN certifying under penalties of perjury its entitlement to benefits under the treaty. Special certification requirements and other requirements apply to certain Non-U.S. Holders that are entities rather than individuals.

If you are eligible for a reduced rate of United States withholding tax pursuant to an applicable income tax treaty, you may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for refund with the United States Internal Revenue Service, or IRS. A Non-U.S. Holder should consult its own tax advisor regarding its possible entitlement to benefits under an income tax treaty and the filing of a United States tax return for claiming a refund of United States federal withholding tax.

The United States federal withholding tax does not apply to dividends that are U.S. trade or business income, as defined above, of a Non-U.S. Holder who provides a properly executed IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Sale or Other Disposition of Our Common Stock

Except as provided below under “ —New Legislation Relating to Foreign Accounts”, any gain that a Non-U.S. Holder realizes upon the sale or other disposition of a share of common stock generally will not be subject to United States federal income or withholding tax unless:

• The gain is U.S. trade or business income, as defined and discussed above;

• The Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

• Our common stock constitutes a “United States Real Property interest” by reason of our status as a United States real property holding corporation, or a USRPHC, under Section 897 of the Code at any time during the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder’s holding period for our common stock.

In general, a corporation is a USRPHC if the fair market value of its “United States real property interests” (as defined in the Code and applicable United States Treasury regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. If we are determined to be a USRPHC, the United States federal income and withholding taxes relating to interests in USRPHCs nevertheless will not apply to gains derived from the sale or other disposition of our common stock by a Non-U.S. Holder whose shareholdings, actual and constructive, at all times during the applicable period, amount to 5% or less of our common stock, provided that our common stock is regularly traded on an established securities market. We do not believe we currently are, and do not anticipate becoming, a USRPHC. However, no assurance can be given that we will not be a USRPHC, or that our common stock will be considered regularly traded, when a Non-U.S. Holder sells its shares of our common stock.

Gain described in the second bullet point above will be subject to United States federal income tax at a flat 30% rate (or such lower rate as may be specified by an applicable income tax treaty), but may be offset by United States source capital losses (even though the individual is not considered a resident of the United States).

56

U.S. Federal Estate Tax

If you are an individual Non-U.S. Holder, common stock that you hold at the time of death will be included in your gross estate for United States federal estate tax purposes, and may be subject to United States federal estate tax, unless an applicable estate tax treaty provides otherwise. The United States federal estate tax was automatically repealed effective January 1, 2010, for the estates of decedents dying in the year 2010. Accordingly, at present, there is no United States federal estate tax. However, a law could be passed reinstating the estate tax that has retroactive effect. In addition, unless actions are undertaken to make the current repeal permanent, the estate tax will be reinstated with respect to decedents who die after December 31, 2010. In view of the continuing uncertainty regarding the federal estate tax law, prospective investors are urged to consult their tax advisors regarding the U.S. federal estate tax considerations of acquiring, holding, and disposing of shares of our common stock.

Information Reporting and Backup Withholding

Generally, we must report annually to the IRS and to you the amount of dividends paid to you on your shares of common stock and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty or exchange of information treaty.

The United States imposes a backup withholding tax on dividends and certain other types of payments to U.S. persons. The backup withholding rate is currently 28%. You will not be subject to backup withholding on dividends you receive on your shares of common stock if you provide proper certification (usually on an IRS Form W-8BEN) of your status of a Non-U.S. Holder or otherwise establishes an exemption, provided that the payor does not have actual knowledge or reason to know that you are a U.S. person or that the conditions of any other exemption are not, in fact, satisfied.

Information reporting and, depending on the circumstances, backup withholding, generally will apply to the proceeds of a sale of common stock within the United States or conducted through the United States office of any broker, United States or foreign, unless you certify under penalties of perjury that you are a Non-U.S. Holder or otherwise establish an exemption, provided that the broker does not have actual knowledge or reason to know that you are a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of the proceeds from the disposition of our common stock to or through a non-U.S. office of a non-U.S. broker generally will not be subject to information reporting or backup withholding unless the non-U.S. broker has certain types of relationships with the United States, or a U.S. related person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder may be allowed as a refund or a credit against your United States federal income tax liability, if any, provided that you furnish the required information to the IRS in a timely manner.

New Legislation Relating to Foreign Accounts

Newly enacted legislation may impose withholding taxes on certain types of payments made to “foreign financial institutions” and certain “foreign non-financial entities.” The new legislation imposes a 30% withholding tax on dividends in respect our common stock, or gross proceeds from the sale or other disposition of shares of our common stock paid to a foreign financial institution or to a foreign non-financial entity, unless (x) in the case of a foreign financial institution, the foreign financial institution undertakes certain diligence and reporting obligations or (y) in the case of a foreign non-financial entity, the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. In addition, if the payee is a foreign financial institution, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it (i) undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, (ii) annually report certain information about such accounts; and

57

(iii) potentially withhold 30% on payments to (1) account holders whose actions prevent it from complying with these reporting requirements and other requirements and (2) other foreign financial institutions that have not entered into similar information sharing or reporting agreements. The full 30% withholding rates described above will apply even if a lower treaty rate is available. A Non-U.S. Holder entitled to the benefits of a tax treaty would then need to apply for a refund of such withheld amounts. The legislation currently applies to payments made after December 31, 2012. Prospective investors should consult their tax advisors regarding this new legislation.

LEGAL MATTERS

K&L Gates LLP, Irvine, California, will pass upon certain legal matters for us in connection with the offered securities. Certain legal matters will be passed upon for C. K. Cooper & Company by Oswald  & Yap LLP, Irvine, California.

EXPERTS

The financial statements of GEOTAG INC. as of September 30, 2010, and for the period from inception, July 1, 2010, through September 30, 2010, have been included herein and in the registration statement in reliance upon the report of Haskell & White LLP, independent registered public accounting firm, appearing elsewhere herein and in the registration statement, upon the authority of said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering in this prospectus. This prospectus does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with it. You should refer to the registration statement and its exhibits and schedules for additional information. When we make references in this prospectus to any of our agreements or other documents, the references are not necessarily complete and you should refer to the exhibits filed with the registration statement for copies of the actual agreements or other documents.

You can read and copy the registration statement and the exhibits at prescribed rates at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Our SEC filings, including the registration statement and the exhibits filed with the registration statement, are also available from the SEC’s website at www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We will provide a copy of our annual report to stockholders, including our audited financial statements, at no charge upon written request sent to GEOTAG Inc., 555 Republic Drive, Suite 200, Plano, Texas 75074. Our address on the World Wide Web is www.geotag.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.

58

GEOTAG INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements
Balance Sheet		F-3
Statement of Operations		F-4
Statement of Stockholders’ Equity		F-5
Statement of Cash Flows		F-6
Notes to Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

GEOTAG INC.

We have audited the accompanying balance sheet of GEOTAG INC. (the “Company”) as of September 30, 2010, and the related statements of operations, stockholders’ equity, and cash flows for the period from inception, July 1, 2010, through September 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2010, and the results of its operations and its cash flows for the period from inception, July 1, 2010, through September 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ HASKELL & WHITE LLP

November 9, 2010

Irvine, California

F-2

GEOTAG INC.

Balance Sheet

As of September 30, 2010

Assets
Current assets
Cash and cash equivalents	$	66,045
Prepaid expenses and other current assets		66,393
Total current assets		132,438
Patent, net of accumulated amortization of $27,359,515 (Notes 1 and 2)		91,621,468
Total assets	$	91,753,906
Liabilities and Stockholders’ Equity
Current liabilities
Line of credit (Note 4)	$	100,271
Accounts payable and accrued expenses		42,292
Total current liabilities		142,563
Notes payable and accrued interest, noncurrent (Note 3)		30,166,927
Total liabilities		30,309,490
Commitments and contingencies (Note 5)
Stockholders’ equity (Notes 1 and 2)
Common Stock, $.01 par value; 200,000,000 shares authorized; 135,398,243 shares issued and outstanding		1,353,982
Additional paid in capital		64,286,535
Accumulated deficit		(4,196,101	)
Total stockholders’ equity		61,444,416
Total liabilities and stockholders’ equity	$	91,753,906

See accompanying notes to financial statements and report of independent registered public accounting firm.

F-3

GEOTAG INC.

Statement of Operations

Period from Inception July 1, 2010, through September 30, 2010

Revenues	$	—
Cost of goods sold		—
Gross margin		—
Operating expenses
Selling, general and administrative		136,272
Amortization expense		3,760,758
Total operating expenses		3,897,030
Loss from operations		(3,897,030	)
Interest expense		(299,071	)
Loss before provision for income taxes		(4,196,101	)
Provision for income taxes		—
Net loss	$	(4,196,101	)
Basic and diluted net loss per share	$	(0.04	)
Basic and diluted weighted average common shares outstanding		119,525,000

See accompanying notes to financial statements and report of independent registered public accounting firm.

F-4

GEOTAG INC.

Statement of Stockholders’ Equity

Period from Inception July 1, 2010, through September 30, 2010

	Common Stock				Additional Paid in Capital		Accumulated Deficit			Total
	Shares		Amount
Balance, July 1, 2010 (inception)		—	$	—	$	—	$	—		$	—
Common stock issued for patent		132,756,448		1,327,564		64,286,535		—			65,614,099
Common stock issued for cash		2,641,795		26,418		—		—			26,418
Net loss for the period		—		—		—		(4,196,101	)		(4,196,101	)
Balance, September 30, 2010		135,398,243	$	1,353,982	$	64,286,535	$	(4,196,101	)	$	61,444,416

See accompanying notes to financial statements and report of independent registered public accounting firm.

F-5

GEOTAG INC.

Statements of Cash Flows

Period from Inception July 1, 2010, through September 30, 2010

Cash flows from operating activities
Net loss	$	(4,196,101	)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization expense		3,760,758
Accrued interest expense		299,071
Increase (decrease) from changes in:
Prepaid expenses and other assets		(66,393	)
Accounts payable and accrued expenses		42,292
Net cash used by operating activities		(160,373	)
Cash flows from financing activities
Proceeds from line of credit		100,000
Proceeds from note payable		100,000
Proceeds from the sale of common stock		26,418
Net cash provided by financing activities		226,418
Net increase in cash and cash equivalents		66,045
Cash and cash equivalents, beginning of the period		—
Cash and cash equivalents, end of period	$	66,045
Supplemental schedule of non-cash financing activities:
Common stock issued in exchange for patent		Notes 1 and 2
Notes payable assumed for patent		Notes 1 and 3

See accompanying notes to financial statements and report of independent registered public accounting firm.

F-6

GEOTAG INC.

Notes to Financial Statements

September 30, 2010

1. Business and Significant Accounting Policies

Business

GEOTAG INC. (the “Company”) was originally formed on July 1, 2010, as Ubixo, Inc. and a wholly-owned subsidiary of Ubixo Limited. On July 12, 2010, the Company was spun off from Ubixo Limited as a stand-alone, independent entity. In connection with the spin-off, Ubixo Limited transferred certain intellectual property, including the 474 Patent and GEOTAG trademark, to the Company in exchange for 132,756,448 shares of common stock and the assumption of certain debts (Notes 2 and 3). Ubixo Limited had not generated any revenues from the 474 Patent prior to the spin-off.

The Company is a geo-location technology provider with headquarters in Plano, Texas. The Company’s technology is based on fundamental technology described in U.S. Patent Number 5,930,474 (the “474 Patent”) entitled “Internet Organizer for Accessing Geographically and Topically Based Information.” This technology is a spatial information management technology that makes possible a range of location-enabled online applications, and can be used by third-party, location-based applications and geography-reliant systems and infrastructures. In summary, this technology enables effective and efficient online geographic differentiation.

Management’s Plans

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company is an emerging business, has no operating history and minimal working capital. Further, the Company requires significant funding to execute its business plan and there is no assurance that funding will be available in the future when needed, on favorable terms, if at all.

Management’s plans with respect to the above factors are to raise funds via the sale of the Company’s common stock, generate revenues by licensing the Company’s technology to third parties and by enforcing the Company’s rights against those that are alleged to be infringing on the Company’s assets. Concurrently, management intends to minimize the Company’s cash commitments and corporate overhead. In August 2010, the Company obtained a $200,000 line of credit (Note 4).

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance on the FASB accounting standards codification and the hierarchy of GAAP, which replaces previously issued authoritative guidance, and establishes the FASB Accounting Standards Codification (“FASB ASC”) as the source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities.

Management Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

GEOTAG INC.

Notes to Financial Statements (continued)

September 30, 2010

1. Business and Significant Accounting Policies (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. From time to time, cash accounts held in United States-based checking accounts may exceed the federal Deposit Insurance Corporation (FDIC) $250,000 insured limit. Management believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of credit worthiness and financial viability of their banks.

Patent Amortization and Impairment

The Company’s patent was originally filed in January 1996, and as a result, management expects the patent to expire in January 2016. The Company is amortizing the patent on a straight-line basis from the date that the Company’s predecessor acquired the patent (Note 2) to January 2016.

Management assesses the recoverability of finite-lived intangible assets whenever indicators of impairment are present. Management tests the recoverability of these assets by comparing the undiscounted cash flows expected to be generated by the assets with their net book value. If the net book value of the assets exceeds the undiscounted cash flows expected to be generated, the Company recognizes an impairment charge that is equal to the amount by which the net book value of the assets exceeds their estimated fair values.

Revenue Recognition

The Company will recognize revenue when it has obtained evidence of arrangement, delivered required contracted goods and/or services, established a fixed or determinable price, and determined that collecting contracted amounts is probable.

Fair Value Measurements

Valuation techniques used to measure fair value are required by U.S. GAAP to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company measures fair value based on a three-level hierarchy of inputs, of which the first two are considered observable and the last unobservable.

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes.

F-8

GEOTAG INC.

Notes to Financial Statements (continued)

September 30, 2010

1. Business and Significant Accounting Policies (continued)

Income Taxes (continued)

The Company’s net deferred tax assets consist principally of net operating losses and the Company provided a 100% valuation allowance for the tax effect of these net operating losses. No benefit for income taxes has been provided in the accompanying statements of operations since all deferred tax assets have been fully reserved. The Company provided the valuation allowance since management could not determine that it was “more likely than not” that the benefits of the deferred tax assets would be realized. Federal net operating losses can be carried back for two years, and remaining, unused carrybacks can be carried forward 20 years. Net operating losses begin to expire in 2030 and 2020 for federal and state tax purposes, respectively. Utilization of the Company’s net operating losses in future periods may be limited by Section 382 of the Internal Revenue Code should there be substantive changes in the Company’s ownership structure.

In 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (codified under FASB ASC 740-10) to clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” As a result, the Company evaluates tax positions taken or expected to be taken in the course of preparing its income tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the Company’s financial statements.

Stock-based Compensation

The Company’s stock-based awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest. Stock-based compensation is recognized on a straight-line basis over the award vesting period.

The Company accounts for equity instruments issued to non-employees in accordance with the provisions of FASB ASC 505-50. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date is the earlier of the date on which the counterparty’s performance is complete or the date on which it is probable that performance will occur.

The Company has not issued any stock-based awards since its inception.

2. Acquisition of Patent

On July 12, 2010, the Company entered into a Business Purchase Agreement (the “Agreement”) with its parent company, Ubixo Limited, whereby the Company acquired the 474 Patent and certain other intellectual property (the “GEOTAG Assets”) in exchange for 132,756,448 shares of its common stock and the assumption of certain debts defined in the Agreement and its subsequent amendments. Based on the related party nature of this transaction, the Company accounted for the assets acquired and the liabilities assumed using Ubixo Limited’s basis (i.e., predecessor or historical cost basis).

Ubixo Limited, formerly known as M2 Global Limited (“M2”), a company publicly-traded on the Bermuda Stock Exchange, acquired the GEOTAG Assets in a series of arms-length transactions whereby it issued an

F-9

GEOTAG INC.

Notes to Financial Statements (continued)

September 30, 2010

2. Acquisition of Patent (continued)

aggregate of 30,147,446 shares of its common stock valued at $90,442,338 based on the trading price of M2’s common stock on the Bermuda Stock Exchange. M2 also issued notes payable of $25,000,000 and assumed liabilities of $3,538,645 to acquire the GEOTAG Assets. As a result of these transactions, excluding related acquisition fees, M2 paid an aggregate consideration of $118,980,983 for the GEOTAG assets. From the date that M2 acquired the patent through the date it was acquired by the Company, M2 recorded patent amortization of $23,598,757.

3. Notes Payable

In connection with the Agreement, the Company assumed ten notes payable from Ubixo Limited with an aggregate outstanding principal balance of $28,968,000 and accrued interest of $900,000. As of September 30, 2010, the outstanding principal balance and related accrued interest aggregate $30,166,927.

Five of the notes with an aggregate outstanding principal balance of $2,530,000 do not have stated maturity dates, are required to be repaid from proceeds generated by the 474 Patent, are noninterest bearing and are not secured.

Four of the notes with an aggregate outstanding principal balance of $1,438,000 are due on December 31, 2011, along with accrued interest, and bear interest at rates ranging from 5% to 12% per annum. These four notes are secured by the Company’s assets, including the 474 Patent.

One of the notes with an outstanding principal balance of $25,000,000 is due on December 31, 2015, along with accrued interest, and bears interest at 5% per annum. This note is not secured.

4. Line of Credit

In August 2010, the Company obtained a line of credit for up to $200,000 that bears interest at a rate of 5% per annum. Related borrowings are not collateralized and are due upon the earlier of (i) an initial public offering of the Company’s securities, or (ii) December 31, 2011. Any amounts that remain outstanding after the due date bear interest at a rate of 18% per annum. Proceeds from related borrowings are to be used solely for fees and expenses relating to the Company’s initial public offering. As of September 30, 2010, $100,271 is outstanding under this line of credit.

5. Commitments

In April 2010, Ubixo Limited and Cityhub.com, Inc. (“Cityhub”) settled pending litigation between them regarding title to the 474 Patent. Under the settlement agreement, Cityhub is entitled to one-sixth of the net revenue generated from the 474 Patent. The first $1,500,000 of such amount was pre-paid by Ubixo Limited. This settlement agreement was assumed by the Company in connection with the Agreement (Note 2).

F-10

             Shares

PROSPECTUS

                    , 2010

Until                     , 2010, all dealers that effect transactions in these securities may be required to deliver a prospectus, regardless of whether they are participating in this offering. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

[RESALE PROSPECTUS ALTERNATE PAGE]

Subject to completion, dated November 12, 2010

PRELIMINARY PROSPECTUS

             Shares

Common Stock

This prospectus relates to the offer and sale of up to              shares of our common stock, par value $0.01 per share, which may be resold from time to time by the selling stockholders identified in this prospectus. Of such shares,              shares were issued in connection with our spin off from Ubixo Limited (see “Prospectus Summary–Spin-Off from Ubixo Limited and Purchase of the 474 Patent” below), and              shares were issued in a private placement to an accredited investor in July 2010. We will not receive any proceeds from the sales by the selling stockholders.

We intend to apply to have our common stock approved for listing on the New York Stock Exchange, or NYSE, under the symbol “GTG.” There is no assurance that our NYSE application will be approved.

Since there is currently no public market established for our securities, the selling stockholders will sell at a fixed price equal to $             per share. However, once and if our shares of common stock are approved for listing on the NYSE, the selling stockholders may sell the resale shares from time to time at the market price prevailing on the NYSE at the time of offer and sale, or at prices related to such prevailing market prices, in negotiated transactions or in a combination of such methods of sale directly or through brokers. See “Plan of Distribution” beginning on page A-53 for additional information on how the selling stockholders may conduct sales of their shares of common stock.

Other than underwriting discounts and commissions, and transfer taxes, if any, we have agreed to bear all expenses incurred in connection with the registration and sale of the common stock offered by the selling stockholders.

In addition to this prospectus, the Registration Statement of which this prospectus forms a part also includes another separate and distinct prospectus, which we refer to as the Primary Offering Prospectus. Pursuant to the Primary Offering Prospectus, we are offering and selling up to              shares of our common stock on a best efforts basis through our underwriter, C. K. Cooper & Company. The initial public offering price of our common stock is expected to be between $             and $             per share. The best efforts offering is not contingent upon the occurrence of any event or the sale of a minimum or maximum number of shares. The underwriter does not have an obligation to purchase any shares and as a result, we may not receive any proceeds from the offering.

This investment involves a high degree of risk. We urge you to read carefully the “Risk Factors” section beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2010

[RESALE PROSPECTUS ALTERNATE PAGE]

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		15
USE OF PROCEEDS		A-16
DIVIDEND POLICY		17
SELECTED FINANCIAL DATA		21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
BUSINESS		30
MANAGEMENT		37
EXECUTIVE COMPENSATION		41
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		44
PRINCIPAL SHAREHOLDERS		46
SELLING STOCKHOLDERS		A-47
DESCRIPTION OF CAPITAL STOCK		48
SHARES ELIGIBLE FOR FUTURE SALE		51
PLAN OF DISTRIBUTION		A-53
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS		55
LEGAL MATTERS		58
EXPERTS		58
ADDITIONAL INFORMATION		58
INDEX TO FINANCIAL STATEMENTS		F-1

You should only rely on the information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are not, and the underwriter is not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, prospects, financial condition and results of operations may have changed since that date.

This document may only be used where it is legal to sell these securities. Certain jurisdictions may restrict the distribution of these documents and the offering of these securities. We require persons receiving these documents to inform themselves about and to observe any such restrictions. We have not taken any action that would permit an offering of these securities or the distribution of these documents in any jurisdiction that requires such action.

GEOTAG, WHEN “WHERE” MATTERS, GEOMAS and ZLAND are registered trademarks of GEOTAG INC. All rights reserved.

Industry and Market Data

Unless otherwise indicated, the market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Although we believe these third-party sources are reliable, we have not independently verified the information. None of the sources cited in this prospectus has consented to the inclusion of any data from its reports, nor have we sought their consent. In addition, some data are based on our good faith estimates. Such estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as our own management’s experience in the industry, and are based on assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable. However, none of our estimates have been verified by any independent source. Our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section of this prospectus and the other information contained herein. These and other factors could cause our actual results to differ materially from those expressed in the estimates and assumptions.

[RESALE PROSPECTUS ALTERNATE PAGE]

THE OFFERING

Common stock offered by us None

Common stock offered by selling stockholders              shares (1)

Common stock to be outstanding after the offering              shares

Proposed NYSE Symbol “GTG”

Proceeds to us None

Risk factors Investing in our common stock involves certain risks. You should read “Risk Factors” beginning on page 6 for a discussion of factors that you should consider carefully before deciding whether to purchase shares of our common stock.

(1) Includes              shares that were issued in connection with our spin off from Ubixo, and              shares that were issued in a private placement to an accredited investor in July 2010.

The number of shares of our common stock that will be outstanding after this offering is based on 135,398,243 shares of our common stock outstanding as of September 30, 2010, and assumes the sale by us of              shares of common stock pursuant to the Public Offering Prospectus.

Unless otherwise indicated, all information in this prospectus assumes:

• no exercise of the underwriter’s over-allotment option to sell additional shares; and

• no exercise of the underwriter’s warrants.

A-4

[RESALE PROSPECTUS ALTERNATE PAGE]

USE OF PROCEEDS

All proceeds from the sale of our common stock covered by this prospectus will belong to the selling stockholders who offer and sell their shares. We will not receive any proceeds from the sale of the common stock by the selling stockholders.

A-16

[RESALE PROSPECTUS ALTERNATE PAGE]

SELLING STOCKHOLDERS

We are registering the shares of common stock identified in the table below in order to permit the selling stockholders to offer the shares for resale from time to time. Of such shares,             shares were issued in connection with our spin off from Ubixo, and             shares were issued in a private placement to an accredited investor in July 2010, as further indicated in the table below.

Except as may otherwise be indicated in the footnotes to the table below, and except for the ownership of our common stock, the selling stockholders have not had any material relationship with us within the past three years.

The following table sets forth, as of the date of this prospectus: (1) the name of the stockholder for whom we are registering shares under this registration statement; (2) the number of shares of our common stock owned by the stockholder prior to this offering; (3) the number of shares of our common stock being offered pursuant to this prospectus; and (4) the amount and the percentage (if 1% or more) of the class to be owned by such stockholder after completion of the offering. The percentage of outstanding common stock owned upon completion of the offering is calculated based on 135,398,243 shares of common stock issued and outstanding as of the date of this prospectus. We prepared this table based on the information supplied to us by the selling stockholders named in the table and we have not sought to verify such information.

Selling Stockholder Common Stock
Owned Prior to
Offering Common Stock
Being Offered
Pursuant to this
Prospectus Common Stock
Owned Upon
Completion of
Offering (1) Percentage of
Common  Stock
Owned Upon
Completion of
Offering

(1) Assumes the sale by the selling stockholders of all of the shares of common stock available for resale under this prospectus.

A-47

[RESALE PROSPECTUS ALTERNATE PAGE]

PLAN OF DISTRIBUTION

We are registering the shares of common stock held by existing stockholders to permit the resale of these shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

• on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

• in the over-the-counter market;

• in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

• through the writing of options, whether such options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales;

• sales pursuant to Rule 144;

• broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

A-53

[RESALE PROSPECTUS ALTERNATE PAGE]

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the Registration Statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock, estimated to be $15,000 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, or we may be entitled to contribution.

Once sold under the Registration Statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

A-54

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid in connection with the sale of shares being registered, all of which we will pay. All amounts, other than the SEC registration fee, the New York Stock Exchange, or NYSE, listing application fee, and the FINRA filing fee are estimates.

SEC registration fee	$	543.22
NYSE listing application fee		*
Printing expenses		*
FINRA filing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent fees		*
Miscellaneous		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers

Our amended and restated certificate of incorporation and amended and restated bylaws that will be effective upon completion of the offering provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Delaware General Corporation Law, or DGCL, against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such.

Section 145 of the DGCL permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, or an action brought by or on behalf of the corporation, indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

II-1

Pursuant to Section 102(b)(7) of the DGCL, our amended and restated certificate of incorporation that will be effective upon completion of the offering eliminates the liability of a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

• from any breach of the director’s duty of loyalty to us or our stockholders;

• from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• under Section 174 of the DGCL; and

• from any transaction from which the director derived an improper personal benefit.

The foregoing discussion of our amended and restated certificate of incorporation, amended and restated bylaws, and Delaware law is not intended to be exhaustive and is qualified in its entirety by such amended and restated certificate of incorporation, amended and restated bylaws, or law.

On completion of this offering, we intend to obtain directors’ and officers’ liability insurance. We are not currently aware of any pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. Moreover, we are not currently aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

Item 15. Recent Sales of Unregistered Securities

The following is a summary of transactions by us from our formation in July 2010 through the date of this registration statement involving sales of our securities that were not registered under the Securities Act of 1933, as amended, or the Securities Act.

On July 1, 2010, we were formed under the name of Ubixo Inc. as a British Virgin Islands subsidiary of Ubixo Limited (formerly known as M2 Global Ltd.), an Antigua company. On July 12, 2010, we were spun off from Ubixo as a stand-alone, independent operating entity. In connection with the spin-off, Ubixo transferred the GEOTAG business, including the 474 Patent and GEOTAG trademark, to us in exchange for our assumption of certain Ubixo indebtedness and 132,756,448 shares of our common stock, which Ubixo subsequently distributed pro-rata to the shareholders of Ubixo as a dividend. Following our spin-off from Ubixo, we re-incorporated as a Delaware company on July 16, 2010. The spin-off transaction was made for a valid business purpose and did not involve the “offer” or “sale” of securities for value as those terms are construed under Section 2(a)(3) of the Securities Act. Consequently, the offer and sale of the shares of common stock issued in the spin-off transaction were not required to be registered under the Securities Act.

Following our spin-off from Ubixo Limited, we sold 2,641,795 shares of our common stock to an accredited investor (as that term is defined in Rule 501 under the Securities Act) in July 2010. These shares were sold at par value, resulting in aggregate proceeds to us of approximately $26,418. We believe that the issuance of the 2,641,795 shares listed above was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) of the Securities Act and Rule 506 promulgated thereunder.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit Number	Description
1.1	Form of Underwriting Agreement*
3.1	Certificate of Incorporation, as currently in effect

II-2

Exhibit Number	Description
3.2	Form of Amended and Restated Certificate of Incorporation (to be filed in connection with the closing of this offering)*
3.3	Bylaws, as currently in effect
3.4	Form of Amended and Restated Bylaws (to be effective upon the closing of this offering)*
4.1	Form of common stock certificate*
4.2	Form of underwriter’s warrant*
5.1	Opinion of K&L Gates LLP*
10.1	Form of Indemnification Agreement
10.1.1	Schedule of parties to Indemnification Agreement*
10.2	Promissory Note, dated as of September 26, 2007, issued by Geomas Software LLC, to Global Asset Fund Ltd., and subsequently assigned to GEOTAG INC. as borrower.
10.3	Agreement, dated April 7, 2010, between GEOTAG INC., as assignee of M2 Global, Ltd., and Cityhub.com, Inc.
10.4	Promissory Note, dated as of January 16, 2009, issued by M2 Global, Ltd. to Zasis LLC, and subsequently assigned by M2 Global to GEOTAG INC.
10.5	Promissory Note, dated as of February 25, 2009, issued by M2 Global, Ltd. to Zasis LLC, and subsequently assigned by M2 Global to GEOTAG INC.
10.6	Security Agreement, dated as of February 25, 2009, between GEOTAG INC., as assignee of M2 Global Ltd., and Zasis LLC
10.7	Promissory Note, dated as of February 25, 2009, issued by M2 Global, Ltd. to Global Asset Fund Ltd., and subsequently assigned by M2 Global to GEOTAG INC.
10.8	Security Agreement, dated as of February 25, 2009, between GEOTAG INC., as assignee of M2 Global Ltd., and Global Asset Fund Ltd.
10.9	Promissory Note, dated as of April 16, 2009, issued by M2 Global, Ltd. to European Securities Limited, and subsequently assigned by M2 Global to GEOTAG INC.
10.10	Promissory Note, dated as of April 26, 2010, issued by M2 Global, Ltd. to ICA Trust #2, and subsequently assigned by M2 Global to GEOTAG INC.
10.11	Promissory Note, dated as of July 1, 2010, issued by Ubixo Limited to MKL Consulting Ltd., and subsequently assigned by Ubixo to GEOTAG INC.
10.12	Promissory Note, dated as of July 1, 2010, issued by Ubixo Limited to Global Asset Fund Ltd. and subsequently assigned by Ubixo to GEOTAG INC.
10.13	Promissory Note, dated as of July 1, 2010, issued by Ubixo Limited to Allied Provident Insurance Inc., and subsequently assigned by Ubixo to GEOTAG INC.
10.14	Promissory Note, dated as of July 10, 2010, issued by Ubixo Limited to MKL Consulting Ltd., and subsequently assigned by Ubixo to GEOTAG INC.
10.15	Lease, dated as of July 20, 2010, between GEOTAG INC. and Meridian Business Centers-Development-Company, LLC
10.16	Business Purchase Agreement, dated as of July 12, 2010, by and between Ubixo Limited and GEOTAG INC.

II-3

Exhibit Number	Description
10.17	Amendment No. 1 to Business Purchase Agreement, dated as of August 26, 2010, by and between Ubixo Limited and GEOTAG INC.
10.18	Line of Credit Promissory Note, dated as of August 9, 2010, by and between GEOTAG INC. and Pennin Investors Ltd.
10.19	Side Letter Agreement, dated as of October 30, 2010, by and between GEOTAG INC. and Zasis, LLC.
10.20	Side Letter Agreement, dated as of November 1, 2010, by and between GEOTAG INC. and Global Asset Fund Ltd.
10.21	Amendment No. 2 to Business Purchase Agreement, dated as of November 5, 2010, by and between Ubixo Limited and GEOTAG INC.
14.1	Code of Ethics and Business Conduct*
23.1	Consent of K&L Gates LLP (included in Exhibit 5.1)*
23.2	Consent of Haskell & White LLP

* To be filed by amendment.

(b) Financial Statement Schedules

All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the financial statements or related notes.

Item 17. Undertakings

1.    The undersigned registrant hereby undertakes:

a.    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

iii.    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

b.    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c.    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-4

d.    For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.    Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

e.    To provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

f.    That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

g.    That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

2.    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, Texas, on the 12th day of November, 2010.

GEOTAG INC.
By:	/S/    ANTONY NORRIS
	Antony Norris President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    ANTONY NORRIS         Antony Norris	President and Chief Financial Officer (principal executive officer and principal financial officer) and Director	November 12, 2010

II-6

EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Underwriting Agreement*
3.1	Certificate of Incorporation, as currently in effect
3.2	Form of Amended and Restated Certificate of Incorporation (to be filed in connection with the closing of this offering)*
3.3	Bylaws, as currently in effect
3.4	Form of Amended and Restated Bylaws (to be effective upon the closing of this offering)*
4.1	Form of common stock certificate*
4.2	Form of underwriter’s warrant*
5.1	Opinion of K&L Gates LLP*
10.1	Form of Indemnification Agreement
10.1.1	Schedule of parties to Indemnification Agreement*
10.2	Promissory Note, dated as of September 26, 2007, issued by Geomas Software LLC, to Global Asset Fund Ltd., and subsequently assigned to GEOTAG INC. as borrower.
10.3	Agreement, dated April 7, 2010, between GEOTAG INC., as assignee of M2 Global, Ltd., and Cityhub.com, Inc.
10.4	Promissory Note, dated as of January 16, 2009, issued by M2 Global, Ltd. to Zasis LLC, and subsequently assigned by M2 Global to GEOTAG INC.
10.5	Promissory Note, dated as of February 25, 2009, issued by M2 Global, Ltd. to Zasis LLC, and subsequently assigned by M2 Global to GEOTAG INC.
10.6	Security Agreement, dated as of February 25, 2009, between GEOTAG INC., as assignee of M2 Global Ltd., and Zasis LLC
10.7	Promissory Note, dated as of February 25, 2009, issued by M2 Global, Ltd. to Global Asset Fund Ltd., and subsequently assigned by M2 Global to GEOTAG INC.
10.8	Security Agreement, dated as of February 25, 2009, between GEOTAG INC., as assignee of M2 Global Ltd., and Global Asset Fund Ltd.
10.9	Promissory Note, dated as of April 16, 2009, issued by M2 Global, Ltd. to European Securities Limited, and subsequently assigned by M2 Global to GEOTAG INC.
10.10	Promissory Note, dated as of April 26, 2010, issued by M2 Global, Ltd. to ICA Trust #2, and subsequently assigned by M2 Global to GEOTAG INC.
10.11	Promissory Note, dated as of July 1, 2010, issued by Ubixo Limited to MKL Consulting Ltd., and subsequently assigned by Ubixo to GEOTAG INC.
10.12	Promissory Note, dated as of July 1, 2010, issued by Ubixo Limited to Global Asset Fund Ltd. and subsequently assigned by Ubixo to GEOTAG INC.
10.13	Promissory Note, dated as of July 1, 2010, issued by Ubixo Limited to Allied Provident Insurance Inc., and subsequently assigned by Ubixo to GEOTAG INC.
10.14	Promissory Note, dated as of July 10, 2010, issued by Ubixo Limited to MKL Consulting Ltd., and subsequently assigned by Ubixo to GEOTAG INC.

Exhibit Number	Description
10.15	Lease, dated as of July 20, 2010, between GEOTAG INC. and Meridian Business Centers-Development-Company, LLC
10.16	Business Purchase Agreement, dated as of July 12, 2010, by and between Ubixo Limited and GEOTAG INC.
10.17	Amendment No. 1 to Business Purchase Agreement, dated as of August 26, 2010, by and between Ubixo Limited and GEOTAG INC.
10.18	Line of Credit Promissory Note, dated as of August 9, 2010, by and between GEOTAG INC. and Pennin Investors Ltd.
10.19	Side Letter Agreement, dated as of October 30, 2010, by and between GEOTAG INC. and Zasis, LLC.
10.20	Side Letter Agreement, dated as of November 1, 2010, by and between GEOTAG INC. and Global Asset Fund Ltd.
10.21	Amendment No. 2 to Business Purchase Agreement, dated as of November 5, 2010, by and between Ubixo Limited and GEOTAG INC.
14.1	Code of Ethics and Business Conduct*
23.1	Consent of K&L Gates LLP (included in Exhibit 5.1)*
23.2	Consent of Haskell & White LLP

* To be filed by amendment.

(b) Financial Statement Schedules

EX-3.1

Exhibit 3.1

Certificate of Incorporation

Of

GEOTAG INC.

1. The name of the corporation is GEOTAG INC.

2. The registered office of the corporation shall be located at 3500 South Dupont Highway, Dover, DE 19901, in the County of Kent. The registered agent in charge thereof is: USA Corporate Services Inc.

3. The purpose of the corporation is to engage in any act or activity for which corporations may be formed under the General Corporation Law of Delaware.

4. The number of shares, which the corporation shall be authorized to issue, is 200,000,000 with a par value of $.01.

5. The name and address of the incorporator is as follows:

Sean Burgess        19 W. 34^th Street Suite 1018, New York, NY 10001

6. No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this certificate, and do certify that the facts herein are true, and I have accordingly hereunto set my hand this 16^thday of July, 2010.

/s/ Sean Burgess

Sean Burgess

Incorporator

EX-3.3

Exhibit 3.3

BYLAWS OF GEOTAG INC.

ARTICLE I

OFFICES

Section 1.01 Offices. GEOTAG INC. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

Section 1.02 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II

MEETINGS OF THE STOCKHOLDERS

Section 2.01 Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02 Annual Meeting. If required by law, the annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03 Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting as of the record date for notice of such adjourned meeting.

Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than 10 days nor more than 60 days before such meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 2.06 List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07 Quorum. Unless otherwise required by law, the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or these bylaws, at each meeting of the stockholders, a majority in voting power of the outstanding shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than

- 2 -

a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08 Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the President, or in his or her absence or inability to act, the Chief Financial Officer, or, in his or her absence or inability to act, the person whom the President shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 2.09 Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation, the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation or these bylaws, any matter, other than the election of directors, brought before any meeting of stockholders shall by decided by the vote of the holders of a majority of the votes cast in favor of such action at a meeting of the stockholders by the holders of stock entitled to vote thereon. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.

Section 2.10 Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more

- 3 -

inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Section 2.11 Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Section 2.12 Fixing the Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders

- 4 -

entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. Delivery shall be by hand or by certified or registered mail, return receipt requested.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

- 5 -

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02 Number; Term of Office. The total number of directors shall be fixed from time to time by action of the Board of Directors. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 3.03 Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, may be filled by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.

Section 3.04 Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.

Section 3.05 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.

Section 3.06 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the President on at least 24 hours notice to each director given by one of the means specified in Section 3.09 hereof other than by mail or on at least three days notice if given by mail. Special meetings shall be called by the chairman or the President in like manner and on like notice on the written request of any two or more directors.

Section 3.07 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.

Section 3.08 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours notice of

- 6 -

any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.09 hereof other than by mail, or at least three days notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.09 Notices. Subject to Section 3.06 and Section 3.10 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, email or by other means of electronic transmission.

Section 3.10 Waiver of Notice. Whenever the giving of any notice to directors is required by applicable law, the Certificate of Incorporation or these bylaws, a waiver thereof, given by the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.11 Organization. At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.12 Quorum of Directors. The presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.13 Action By Majority Vote. Except as otherwise expressly required by these bylaws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.14 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

- 7 -

Section 3.15 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

ARTICLE IV

OFFICERS

Section 4.01 Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall include a president, a chief financial officer and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors), a chief executive officer, a treasurer, and one or more vice presidents, assistant treasurers, assistant secretaries and other officers. Any individual may be elected to, and may hold, more than one office of the Corporation.

Section 4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualifies or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

- 8 -

Section 4.03 The President. The president shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

Section 4.04 Vice Presidents. Each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.

Section 4.05 The Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president. The secretary shall keep in safe custody the seal of the Corporation and shall see that it is affixed to all documents, the execution of which, on behalf of the Corporation, under its seal, is necessary or proper, and when so affixed may attest the same.

Section 4.06 The Treasurer. The treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.07 Duties of Officers May be Delegated. In the case of the absence of any officer, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V

STOCK CERTIFICATES AND THEIR TRANSFER

Section 5.01 Stock; Signatures. Shares of the Corporation’s stock may be evidenced by certificates for shares of stock or may be issued in uncertificated form in accordance with applicable law as it presently exists or may hereafter be amended. The Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution or the issuance of shares in uncertificated form shall not affect shares already represented by a certificate until such certificate is surrendered to the Corporation. Every holder of shares of stock in the Corporation that is represented by certificates shall be entitled to have a certificate certifying the number of

- 9 -

shares owned by him in the Corporation and registered in certificated form. Stock certificates shall be signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the President, Chief Executive Officer or Vice-President, and by the Chief Financial Officer, Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented by certificated or uncertificated shares, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

Section 5.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named as the holder thereof on the stock records of the Corporation, by such person’s attorney lawfully constituted in writing, and in the case of shares represented by a certificate upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that

- 10 -

he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by applicable law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if applicable law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article VI or otherwise (hereinafter an “undertaking”).

Section 6.02. Right of Indemnitee to Bring Suit. If a claim under Section 6.01 of this Article VI is not paid in full by the Corporation within forty-five (45) days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth under applicable law. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth under applicable law, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.03. Non-Exclusivity of Rights. The rights of indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which

- 11 -

any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.04. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under applicable law.

Section 6.05. Indemnification of Employees or Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VI with respect to the indemnification and advancement of expenses of directors or officers of the Corporation.

Section 6.06. Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than, those provided for in this Article VI.

Section 6.07. Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI by the stockholders or the directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 7.02 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and end on December 31 of each year.

Section 7.03 Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 7.04 Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in

- 12 -

cash, in property or in shares of stock of the Corporation, unless otherwise provided by applicable law or the Certificate of Incorporation.

Section 7.05 Conflict With Applicable Law or Certificate of Incorporation. These bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VIII

AMENDMENTS

These bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted by the Board of Directors. The stockholders may make additional bylaws and may alter and repeal any bylaws whether such bylaws were originally adopted by them or otherwise.

- 13 -

EX-10.1

Exhibit 10.1

GEOTAG INC.

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made and entered into as of the      day of                 , 20    , by and between GEOTAG INC., a Delaware corporation (the “Company”), and                      [INSERT INDEMNITEE’S NAME] (“Indemnitee”).

RECITALS

A. Highly competent and experienced persons have become more reluctant to serve corporations as directors, executive officers or in other capacities unless they are provided with adequate protection through insurance and/or indemnification against risks of claims and actions against them, arising out of their service to and activities on behalf of the Company.

B. The Board of Directors of the Company (the “Board”) has determined that in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums, and with more exclusions. At the same time, directors, officers and other persons serving corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation of the Company (the “Charter”) and the Amended and Restated Bylaws of the Company (the “Bylaws” and together with the Charter, the “Governing Documents”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Governing Documents and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that the Company and members of the board of directors and officers of the Company may enter into contracts to protect such persons against claims and expenses arising from their services on behalf of the Company.

C. The uncertainties relating to such insurance and to such indemnification have increased the difficulty of attracting and retaining such persons. The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

D. The Board has also determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify and hold harmless, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be adequately protected.

1

E. This Agreement is a supplement to and in furtherance of the Governing Documents of the Company, and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

F. Indemnitee does not regard the protection available under the Governing Documents and insurance as adequate in the present circumstances, and may not be willing to serve, continue to serve and take on additional service for or on behalf of the Company without adequate protection, and the Company desires Indemnitee to serve, continue to serve and take on additional service for or on behalf of the Company. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.

AGREEMENT

In consideration of the foregoing and the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

Certain Definitions

As used herein, the following words and terms shall have the following respective meanings (whether singular or plural):

1. The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

2. “Change in Control” means the occurrence of any of the following events:

(i) Acquisition of Stock by Third Party. The acquisition after the date of this Agreement by any Person of Beneficial Ownership of 15% or more of either (x) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”), or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subparagraph (iii) below;

(ii) Change in Board of Directors. Members of the Incumbent Board cease to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company, or

2

an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the Persons who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination are the Beneficial Owners of, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common equity and the combined voting power of the then outstanding Voting Securities, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries), (B) at least a majority of the members of the board of directors or other similar governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

(v) Other Events. The occurrence of any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

3. “Claim” means an actual or threatened claim or request for relief which was, is or may be made by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to, Indemnitee’s Corporate Status.

4. “Common Stock” means the Company’s common stock, par value $0.01 per share, and such other securities as may be substituted (or resubstituted) for such Common Stock.

5. “Corporate Status” means the status of a person who is, becomes or was a director, officer, trustee, partner, member, employee, agent, fiduciary or similar functionary of the Company or is, becomes or was serving at the request of the Company as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another Enterprise. For purposes of this Agreement, the Company agrees that Indemnitee’s service on behalf of or with respect to any Subsidiary of the Company shall be deemed to be at the request of the Company.

6. “Disinterested Director” with respect to any request by Indemnitee for indemnification hereunder, means a director of the Company who at the time of the vote is not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

7. “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly-owned Subsidiaries) is a party, limited liability company,

3

partnership, joint venture, trust, employee benefit plan, or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, member, employee, agent, fiduciary or similar functionary.

8. “Exchange” means the principal securities exchange or inter-dealer quotation system on which the Company’s common stock is listed or quoted.

9. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

10. “Expenses” means all attorneys’ fees and disbursements, retainers, accountant’s fees and disbursements, private investigator fees and disbursements, court costs, transcript costs, fees and expenses of experts, witness fees and expenses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements, costs or expenses of the types customarily incurred in connection with prosecuting, defending (including affirmative defenses and counterclaims), preparing to prosecute or defend, investigating, being or preparing to be a witness in, or participating in or preparing to participate in (including on appeal) a Proceeding, and all interest or finance charges attributable to any thereof. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, “Expenses” shall also include (i) such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) as Indemnitee would have been in had no such tax been determined to apply to such payments, and (ii) such amounts as are incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation, the principal, premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond, or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

11. “Incumbent Board” means (a) the individuals who, as of the date of this Agreement, constitute the Board and (b) any other individual who becomes a director of the Company after that date and, in the case of the foregoing clause (b), whose election or appointment by the Board, or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board, but excluding any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors, or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.

12. “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither contemporaneously is, nor in the five years theretofore has been, retained to represent: (a) the Company or Indemnitee in any matter material to either such party (other than as Independent Counsel under this Agreement or similar agreements), (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder, or (c) the Beneficial Owner, directly or indirectly, of securities of the Company representing 5% or more of the combined voting power of the Company’s then outstanding voting securities (other than, in each such case, with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements). Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

4

13. “Independent Directors” means the directors on the Board that are independent directors as defined in the listing rules of the applicable Exchange.

14. “Person” means any individual, entity or group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act).

15. “Potential Change in Control” shall be deemed to have occurred if (i) any Person shall have announced publicly an intention to take actions to effect a Change in Control, or commenced any action (such as the commencement of a tender offer for the Company’s Common Stock or the solicitation of proxies for the election of any of the Company’s directors) that, if successful, would reasonably be expected to result in the occurrence of a Change in Control; (ii) the Company enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; (iii) any other event occurs that the Board declares to be a Potential Change of Control; or (iv) any Person who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors increases his Beneficial Ownership of such securities by 5% or more over the percentage so owned by such Person on the date hereof, unless such acquisition was approved in advance by the Board.

16. “Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative, legislative or investigative (formal of informal) nature, including any appeal therefrom in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director, officer, employee or agent of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

17. “Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

18. “Voting Securities” means any securities that vote generally in the election of directors, in the admission of general partners, or in the selection of any other similar governing body.

5

ARTICLE II

Services by Indemnitee

Indemnitee will serve or continue to serve as an officer or director of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his resignation or is terminated by the Company. Indemnitee may from time to time also agree to serve, as the Company may request from time to time, in another capacity for the Company (including another officer or director position) or as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another Enterprise. Indemnitee and the Company each acknowledge that they have entered into this Agreement as a means of inducing Indemnitee to serve, or continue to serve, the Company in such capacities. Indemnitee may at any time and for any reason resign from such position or positions (subject to any other contractual obligation or any obligation imposed by operation of law). Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employment of the Company or any of its Subsidiaries or affiliated entities.

ARTICLE III

Indemnification

Section 3.1 General. Subject to the provisions set forth in Article IV, the Company shall indemnify, and advance Expenses to, Indemnitee to the fullest extent permitted by applicable law in effect on the date hereof, and to such greater extent as applicable law may hereafter from time to time permit. The other provisions set forth in this Agreement are provided in addition to and as a means of furtherance and implementation of, and not in limitation of, the obligations expressed in this Article III. No requirement, condition to or limitation of any right to indemnification or to advancement of Expenses pursuant to this Article III shall in any way limit the rights of Indemnitee under Article VII.

Section 3.2 Additional Indemnity of the Company. Indemnitee shall be entitled to indemnification pursuant to this Section 3.2 if, by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to, Indemnitee’s Corporate Status, Indemnitee is, was or becomes, or is threatened to be made, a party to, or witness or other participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor). Pursuant to this Section 3.2, Indemnitee shall be indemnified against any and all Expenses, judgments, penalties (including excise and similar taxes), fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any Claim, issue or matter therein. Notwithstanding the foregoing, the obligations of the Company under this Section 3.2 shall be subject to the condition that no determination (which, in any case in which Independent Counsel is involved, shall be in a form of a written opinion) shall have been made pursuant to Article IV that Indemnitee would not be permitted to be indemnified under applicable law. Nothing in this Section 3.2 shall limit the benefits of Section 3.1, Section 3.3, or any other Section in this Article III.

6

Section 3.3 Advancement of Expenses. The Company shall pay all Expenses reasonably incurred by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Claim or Proceeding, whether brought by or in the right of the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination, and until it shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses) within 10 days after the receipt by the Company of (a) a written request from Indemnitee requesting such payment or payments from time to time, whether prior to or after final disposition of such Proceeding, and (b) a written affirmation from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the Company, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Expenses incurred were, or in the case of retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal, or in a final adjudication of an arbitration pursuant to Section 5.1, if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. Indemnitee shall not be required to provide collateral or otherwise secure the undertaking and agreement described in the prior sentence. The Company will be entitled to participate in the Claim or Proceeding at its own expense.

Section 3.4 Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within two business days of that request) advance those Expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted against, or action brought by, Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or provision of the Charter or Bylaws of the Company now or hereafter in effect relating to any Claim or Proceeding, (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, or (iii) enforcement of, or claims for breaches of, any provision of this Agreement, in each of the foregoing situations, regardless of whether Indemnitee ultimately is determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as

7

the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided, however, with respect to the foregoing clauses (i), (ii) and (iii), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to the Company of this Agreement shall constitute an undertaking providing that the Indemnitee undertakes to repay, if required by law, the amounts advanced (without interest) to the extent the Indemnitee is not successful on such underlying claims.

Section 3.5 Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties, and amounts paid in settlement of a Claim or Proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims or Proceedings, or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

ARTICLE IV

Procedure for Determination of Entitlement

to Indemnification

Section 4.1 Notification and Request by Indemnitee. Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or Claim that may be subject to indemnification or hold harmless rights or Expense Advances hereunder. The written notification shall include a description of the nature of the Proceeding or Claim and the facts underlying the Proceeding or Claim. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement, or otherwise, except to the extent that the Company shall have been materially prejudiced as a direct result of such failure. The Company shall promptly notify Indemnitee in writing as to the pendency of any Proceeding or Claim that may involve a claim against Indemnitee for which Indemnitee may be entitled to indemnification or hold harmless rights or Expense Advances hereunder. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for the Company to indemnify and hold harmless Indemnitee, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding, in accordance with this Agreement. Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. The Secretary or an Assistant Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Following such a written request for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 4.2.

8

Section 4.2 Determination of Request. Upon written request by Indemnitee for indemnification pursuant to Section 4.1 hereof, a determination, if required by applicable law, with respect to whether Indemnitee is permitted under applicable law to be indemnified, shall be made in accordance with the terms of Section 4.5, in the specific case as follows:

(a) If a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel (selected in accordance with Section 4.3) in a written opinion to the Board, a copy of which opinion shall be delivered to Indemnitee, unless Indemnitee shall request that such determination be made by the Board, or a committee of the Board, in which case by the person or persons or in the manner provided for in clause (i) or (ii) of Section 4.2(b) below; or

(b) If a Potential Change in Control or a Change in Control shall not have occurred, (i) by the Board by a majority vote of the Disinterested Directors even though less than a quorum of the Board, or (ii) by a majority vote of a committee consisting solely of two (2) or more Disinterested Directors designated to act in the matter by a majority vote of all Disinterested Directors, even though less than a quorum of the Board, or (iii) if there are no Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, with Independent Counsel being selected by a vote of the Disinterested Directors as set forth in clauses (i) or (ii) of this Section 4.2(b), or if such vote is not obtainable or such a committee of Disinterested Directors cannot be established, by a majority vote of the Board, or (iv) if Indemnitee and the Company agree, by the stockholders of the Company in a vote that excludes the shares held by directors who are not Disinterested Directors.

If it is so determined that Indemnitee is permitted to be indemnified under applicable law, payment to Indemnitee shall be made within ten (10) days after such determination. Nothing contained in this Agreement shall require that any determination be made under this Section 4.2 prior to the disposition or conclusion of a Claim or Proceeding against Indemnitee; provided, however, that Expense Advances shall continue to be made by the Company pursuant to, and to the extent required by, the provisions of Article III. Indemnitee shall cooperate with the person or persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person or persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and is reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person or persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company shall indemnify and hold harmless Indemnitee therefrom.

Section 4.3 Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of the Board, and the Company shall give written notice to Indemnitee, within ten (10) days after receipt by the Company of Indemnitee’s request

9

for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company, within ten (10) days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within ten (10) days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of the definition of “Independent Counsel” in Article I, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is timely made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court of competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If, within thirty (30) days after submission of Indemnitee’s request for indemnification pursuant to Section 4.1, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 4.2. The Company shall pay any and all fees and expenses reasonably incurred by such Independent Counsel in connection with acting pursuant to Section 4.2, and the Company shall pay all fees and expenses reasonably incurred incident to the procedures of this Section 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 4.4 Presumptions and Effect of Certain Proceedings.

(a) Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification under Section 4.1, and the Company shall have the burden of proof to overcome that presumption in reaching a determination contrary to that presumption. Such presumption shall be used by

10

Independent Counsel (or other person or persons determining entitlement to indemnification) as a basis for a determination of entitlement to indemnification unless the Company provides information sufficient to overcome such presumption by clear and convincing evidence or unless the investigation, review and analysis by Independent Counsel (or such other person or persons) convinces Independent Counsel by clear and convincing evidence that the presumption should not apply. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person or persons empowered or selected pursuant to Article IV to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request by Indemnitee therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made, and Indemnitee, to the fullest extent not prohibited by applicable law, shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact by Indemnitee necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person or persons making the determination with respect to entitlement to indemnification in good faith require such additional time to obtain or evaluate documentation and/or information relating to such determination; and provided, further, that the sixty (60) day limitation set forth in this Section 4.5(b) shall not apply, and such period shall be extended as necessary, (A) if within thirty (30) days after receipt by the Company of the request for indemnification under Section 4.1, Indemnitee and the Company have agreed, and the Board has resolved to submit such determination to the stockholders of the Company, pursuant to Section 4.2(b), for their consideration at an annual meeting of stockholders to be held within ninety (90) days after such agreement and such determination is made thereat, or a special meeting of stockholders is called within thirty (30) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (B) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2(a), in which case the applicable period shall be as set forth in Section 5.1(c).

(c) The termination of any Proceeding, Claim, issue or matter, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) by itself adversely affect the rights of Indemnitee to indemnification or create a presumption that (i) Indemnitee failed to meet any particular standard of conduct, (ii) Indemnitee had any particular belief, or (iii) a court has determined that

11

indemnification is not permitted by applicable law. Indemnitee shall be deemed to have been found liable in respect of any Claim, issue or matter only after Indemnitee shall have been so adjudged by the Court after exhaustion of all appeals therefrom.

ARTICLE V

Certain Remedies of Indemnitee

Section 5.1 Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within ninety (90) days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3.3, until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

Section 5.2 Adverse Determination Not to Affect any Judicial Proceeding. If a determination shall have been made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding or arbitration commenced pursuant to this Agreement shall be conducted in all respects as a de novo trial or arbitration on the merits, and Indemnitee shall not be prejudiced by reason of such initial adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Agreement, Indemnitee shall be presumed to be entitled to indemnification or advancement of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proof to overcome such presumption and to show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

12

Section 5.3 Company Bound by Determination Favorable to Indemnitee in any Judicial Proceeding or Arbitration. If a determination shall have been made or deemed to have been made pursuant to Article IV that Indemnitee is entitled to indemnification, the Company (a) shall be irrevocably bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Article V and (b) shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable; provided, however, that the foregoing clauses (a) and (b) and shall not be applicable in the event of (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact by Indemnitee necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law.

Section 5.4 Company Bound by the Agreement. The Company, to the fullest extent not prohibited by applicable law, shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Article V that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

Section 5.5 Disposition of Proceeding. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

ARTICLE VI

Contribution

Section 6.1 Contribution Payment. To the extent that the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then in the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) Indemnitee’s Corporate Status, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of such Proceeding and to any and all amounts paid in settlement of that Proceeding (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) for which such indemnification is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such matter (collectively, including the Company, the “Third Parties”), on the other hand.

Section 6.2 Relative Fault. The relative fault of the Third Parties and Indemnitee shall be determined (i) by reference to the relative fault of Indemnitee as determined by the court or other governmental agency assessing the Contribution Amounts or (ii) to the extent such court or other governmental agency does not apportion relative fault, by the Independent Counsel (or

13

such other party which makes a determination pursuant to Article IV) after giving effect to, among other things, the relative intent, knowledge, access to information, and opportunity to prevent or correct the subject matter of the Proceedings and other relevant equitable considerations of each party. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 6.2 were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to in this Section 6.2.

ARTICLE VII

Miscellaneous

Section 7.1 Non-Exclusivity. The rights of Indemnitee to receive indemnification and advancement of Expenses under this Agreement shall be in addition to, and shall not be deemed exclusive of, any other rights Indemnitee shall have under the DGCL or other applicable law, the Charter and/or Bylaws of the Company, any other agreement, vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of the Charter and/or Bylaws of the Company or any provision thereof shall adversely affect Indemnitee’s rights hereunder, and such rights shall be in addition to any rights Indemnitee may have under the Charter and/or Bylaws and the DGCL or other applicable law. To the extent that there is a change in the DGCL or other applicable law (whether by statute or judicial decision) that allows greater indemnification by agreement than would be afforded currently under the Company’s Charter and/or Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by virtue of this Agreement the greater benefit so afforded by such change. Any amendment, alteration or repeal of the DGCL that adversely affects any right of Indemnitee shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place before such amendment or repeal.

Section 7.2 Insurance and Subrogation.

(a) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents, fiduciaries or similar functionaries of the Company or for individuals serving at the request of the Company as directors, officers, partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent, fiduciary or similar functionary under such policy or policies.

(b) In the event of any payment by the Company under this Agreement for which reimbursement is available under any insurance policy or policies obtained by the Company, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee under such insurance policy or policies, who shall execute all papers required and take all action necessary to secure such rights, including

14

execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, provided that all Expenses relating to such action shall be borne by the Company.

(c) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company.

(d) If Indemnitee is a director of the Company during the term of this Agreement and Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that:

(i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and

(ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period.

(e) Notwithstanding the preceding clause (d) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee that meets the foregoing standards in clause (d) and lasts for a six-year period upon Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances.

Section 7.3 Self Insurance of the Company; Other Arrangements. The parties hereto recognize that the Company may, but except as provided in Sections 7.2(c), 7.2(d) and 7.2(e) is not required to, procure or maintain insurance or other similar arrangements, at its expense, to protect itself and any person, including Indemnitee, who is or was a director, officer, employee,

15

agent, fiduciary or similar functionary of the Company or who is or was serving at the request of the Company as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise against any expense, liability or loss asserted against or incurred by such person, in such a capacity or arising out of such person’s Corporate Status, whether or not the Company would have the power to indemnify such person against such expense or liability or loss.

Except as provided in Sections 7.2(c), 7.2(d) and 7.2(e) in considering the cost and availability of such insurance, the Company (through the exercise of the business judgment of its directors and officers) may, from time to time, purchase insurance which provides for certain (i) deductibles, (ii) limits on payments required to be made by the insurer, or (iii) coverage which may not be as comprehensive as that previously included in insurance purchased by the Company or its predecessors. The purchase of insurance with deductibles, limits on payments and coverage exclusions, even if in the best interest of the Company, may not be in the best interest of Indemnitee. As to the Company, purchasing insurance with deductibles, limits on payments and coverage exclusions is similar to the Company’s practice of self-insurance in other areas. In order to protect Indemnitee who would otherwise be more fully or entirely covered under such policies, the Company shall, to the maximum extent permitted by applicable law, indemnify and hold Indemnitee harmless to the extent (i) of such deductibles, (ii) of amounts exceeding payments required to be made by an insurer, or (iii) of amounts that prior policies of directors’ and officers’ liability insurance held by the Company or its predecessors have provided for payment to Indemnitee, if by reason of Indemnitee’s Corporate Status Indemnitee is or is threatened to be made a party to any Proceeding. The obligation of the Company in the preceding sentence shall be without regard to whether the Company would otherwise be required to indemnify such officer or director under the other provisions of this Agreement, or under any law, agreement, vote of stockholders or directors or other arrangement. Without limiting the generality of any provision of this Agreement, the procedures in Article IV hereof shall, to the extent applicable, be used for determining entitlement to indemnification under this Section 7.3.

Section 7.4 Certain Settlement Provisions. The Company shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of a Proceeding or Claim without the Company’s prior written consent. The Company shall not settle any Proceeding or Claim in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Section 7.5 Duration of Agreement. This Agreement shall continue for so long as Indemnitee serves as a director, officer, employee, agent, fiduciary or similar functionary of the Company or, at the request of the Company, as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise, and thereafter shall survive until and terminate upon the later to occur of: (a) the expiration of ten (10) years after the latest date that Indemnitee shall have ceased to serve in any such capacity; (b) one (1) year after the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of

16

indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Article IV relating thereto; or (c) the expiration of all statutes of limitation applicable to possible Claims arising out of Indemnitee’s Corporate Status.

Section 7.6 Amendment. This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto.

Section 7.7 Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 7.8 Entire Agreement. This Agreement and the documents expressly referred to herein (including the Charter and Bylaws of the Company) constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior oral or written understandings or agreements with respect to the matters covered hereby, including without limitation any prior indemnification agreements, are expressly superseded by this Agreement.

Section 7.9 Severability. If any provision of this Agreement (including any provision within a single section, paragraph or sentence) or the application of such provision to any Person or circumstance, shall be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement or affect the application of such provision to other Persons or circumstances, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent, or if such modification is not possible, by substituting therefor another provision that is valid, legal and unenforceable and that achieves the same objective. Any such finding of invalidity or unenforceability shall not prevent the enforcement of such provision in any other jurisdiction to the maximum extent permitted by applicable law.

Section 7.10 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter’s confirmation of a receipt of a facsimile transmission if during normal business hours of the recipient, otherwise on the next business day, (b) confirmed delivery of a standard overnight courier, or when delivered by hand or (c) the expiration of five business days after the date mailed by certified or registered mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

17

If to the Company, to it at:

GEOTAG INC.

555 Republic Drive, Suite 200

Plano, Texas 75074

Attn: President

Facsimile:                     

If to Indemnitee, to Indemnitee at:

[INSERT INDEMNITEE NAME AND ADDRESS]

or to such other address, or to such other individuals as any party shall have last designated by notice to the other parties. All notices and other communications given to any party in accordance with the provisions of this Agreement shall be deemed to have been given when delivered or sent to the intended recipient thereof in accordance with and as provided in the provisions of this Section 7.10.

Section 7.11 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee under Section 5.1, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not subject to service of process in the State of Delaware, USA Corporate Services Inc., 3500 South Dupont Highway, Dover, Delaware 19901 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

Section 7.12 Certain Construction Rules.

(a) The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, unless otherwise provided to the contrary, (1) all references to days shall be deemed references to calendar days, and (2) any reference to a “Section” or “Article” shall be deemed to refer to a section or article of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

18

limitation.” Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent, fiduciary or similar functionary of the Company which imposes duties on, or involves services by, such director, nominee, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Company” for purposes of this Agreement and the DGCL.

Section 7.13 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 7.14 Certain Exclusions from Indemnification. The Company shall not be obligated pursuant to the terms of this Agreement:

(a) To indemnify Indemnitee if (and to the extent that) a final decision by a court or arbitration body having jurisdiction in the matter shall determine that such indemnification is not lawful;

(b) To indemnify Indemnitee for the payment to the Company of profits pursuant to Section 16(b) of the Exchange Act, or Expenses incurred by Indemnitee for Proceedings in connection with such payment under Section 16(b) of the Exchange Act;

(c) To indemnify Indemnitee for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation, or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);

(d) To indemnify Indemnitee, except as otherwise provided in Section 3.4 and 3.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any

19

part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any counterclaim that the Company or its directors, officers, employees or other indemnitees assert against Indemnitee or any affirmative defense that the Company or its directors, officers, employees or other indemnitees raise, which, by any doctrine of issue or claim preclusion, could result in liability to Indemnitee, or (iii) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or

(e) To make any payment to Indemnitee of amounts otherwise indemnifiable hereunder, if and to the extent that Indemnitee has otherwise actually received such payment under the Charter and/or Bylaws of the Company, or any insurance policy, contract, agreement or otherwise.

Section 7.15 Indemnification for Negligence, Gross Negligence, etc. Without limiting the generality of any other provision hereunder, it is the express intent of this Agreement that Indemnitee be indemnified and Expenses be advanced regardless of Indemnitee’s acts of negligence, gross negligence, intentional or willful misconduct to the extent that indemnification and advancement of Expenses is allowed pursuant to the terms of this Agreement and under applicable law.

Section 7.16 Mutual Acknowledgments. Both the Company and Indemnitee acknowledge that in certain instances, applicable law (including applicable federal law that may preempt or override applicable state law) or public policy may prohibit the Company from indemnifying the directors, officers, employees, agents, fiduciaries or similar functionaries of the Company under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the U.S. Securities and Exchange Commission has taken the position that indemnification of directors, officers and controlling Persons of the Company for liabilities arising under federal securities laws is against public policy and, therefore, unenforceable. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee. In addition, the Company and Indemnitee acknowledge that federal law prohibits indemnification for certain violations of the Employee Retirement Income Security Act of 1974, as amended.

Section 7.17 Enforcement. The Company agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court or arbitration in which a proceeding by Indemnitee for enforcement of Indemnitee’s rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special, and that failure of the Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement. The Company agrees not to seek, and agrees to waive any requirement for the securing or posting of, a bond in connection with Indemnitee’s seeking or obtaining such relief.

20

Section 7.18 Successors and Assigns.

(a) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, legal representatives.

(b) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 7.19 Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee or Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of one year from the date of accrual of that cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within that one-year period; provided, however, that for any claim based on Indemnitee’s breach of fiduciary duties to the Company or its stockholders, the period set forth in the preceding sentence shall be three years instead of one year; and provided, further, that, if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

[SIGNATURE PAGE FOLLOWS]

21

IN WITNESS WHEREOF, this Indemnification Agreement has been duly executed and delivered to be effective as of the date first above written.

GEOTAG INC.

By:

Name:

Title:

INDEMNITEE:

Print Name:

[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]

EX-10.2

Exhibit 10.2

PROMISSORY NOTE

U.S. $500,000 26 September 2007

FOR VALUE RECEIVED, the undersigned, Geomas Software LLC (the “Issuer”), a Texas corporation, hereby promises to pay to Global Asset Fund Ltd., a Cayman Islands Corporation, or its assigns, the principal sum of Five Hundred Thousand Dollars ($500,000), together with interest thereon at the rate of 12% per annum.

The entire unpaid principal amount outstanding under this Note, together with interest thereon, shall be due and payable on 25 September 2008 (the “Maturity Date”).

Interest is to be paid on the Maturity Date. Issuer may, at any time, prepay any or all of the principal or interest due under this Note without premium or penalty.

Payments with respect to this Note are to be made in lawful money of the United States of America.

The entire unpaid principal amount outstanding under this Note, together with interest thereon, shall become immediately due and payable upon the insolvency of Issuer, the filing of a petition in bankruptcy by Issuer, the execution by Issuer of a general assignment for the benefit of creditors, or the filing by or against Issuer of a petition in bankruptcy or a petition for relief under the provisions of any country’s bankruptcy act or law for the relief of debtors and the continuation of such petition without dismissal for a period of 90 days or more.

The parties hereby expressly waive presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest, and any other formality.

This Note shall be governed by and construed in accordance with the laws of the Cayman Islands without regard to the principles or rules of conflicts of laws thereof to the extent that such principles or rules would require the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed and delivered as of the day and year first above written.

GEOMAS SOFTWARE LLC

/s/ John Veenstra
By:	John Veenstra
Title:	Chief Innovation Officer

EX-10.3

Exhibit 10.3

AGREEMENT

This Agreement is effective as of this 7th day of April, 2010, between M2 Global, Ltd. (“M2”), an Antigua corporation, and Cityhub.com, Inc. (“Cityhub.com”), a Delaware Corporation, (collectively the “Parties”).

RECITALS

WHEREAS, this Agreement relates to the ownership of U.S. Patent No. 5,930,474 entitled “Internet Organizer for Accessing Geographically and Topically Based Information (the “474 Patent”); and

WHEREAS, M2 is the record owner of the ‘474 Patent through assignment, such ownership being reflected in the records of the United States Patent and Trademark Office; and

WHEREAS, Cityhub.com is a recently reconstituted corporation of a prior dissolved corporation; the newly-constituted version of Cityhub.com claims it has interests in the ‘474 patent; and

WHEREAS, Cityhub.com has filed suit against various parties in the United States District Court, Eastern District of Texas, Marshall Division, Cause No. 2-09-cv-l43, including as part of this lawsuit, a claim that it is the owner of the ‘474 Patent (the “Texas Litigation”); and

WHEREAS, M2 has filed a declaratory judgment action against Cityhub.com in the United States District Court, Middle District of Florida, Orlando Division, Cause No. 6:09-cv-1209, claiming that it and not Cityhub.com is the true owner of the ‘474 Patent and seeking a declaratory judgment to that effect (the “Florida Litigation”); and

WHEREAS, the Parties have agreed to resolve all disputes between them, and that Cityhub.com is, by this Agreement, assigning whatever right, title, and interest it may have in the ‘474 Patent to M2, including the right to seek damages, both past and future, for patent infringement; and

WHEREAS, Cityhub.com has also reached a separate agreement with John Veenstra and Lisa Morgan resolving any disputes between them such that the dismissal of the Texas Litigation contemplated herein will be with prejudice as to all parties and all claims.

THEREFORE, PREMISES CONSIDERED, in exchange for the mutual consideration contained, herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Cityhub.com hereby transfers, assigns, and conveys to M2 any and all right, title, and interest that Cityhub.com may have in the ‘474 Patent, including the right to recover both past and future damages for any alleged infringement by others of the ‘474 Patent.

2. In connection with this agreement, Cityhub.com’s Board of Directors has passed a resolution approving the agreement, has provided shareholder notice to all known shareholders advising them of this corporate action, and has received the appropriate approval from both the shareholders and the Board of Directors to enter into this Agreement. Cityhub.com has furnished M2 with proof of such Board resolutions and shareholder notice and approval as a condition precedent to M2’s agreeing to enter into this agreement.

3. M2 will pursue all reasonable avenues to monetize the ‘474 Patent, including actions for patent infringement, and will seek to recover any and all damages for infringement by others of the ‘474 Patent. Such monetizing efforts also will include but are not limited to seeking licenses, and if it makes business sense, a total or partial sale of the ‘474 Patent. Collectively, all such monetizing efforts shall be referred to herein as the prosecution of the “Claim.” M2 agrees to pay Cityhub.com one-sixth (1/6) of the Net Proceeds collected from the prosecution of the Claim. Net Proceeds shall mean the gross amounts received from the prosecution of the Claim, less the payment of attorneys’ fees, reasonable and necessary Claim-related expenses, including expert witness fees for any experts selected by M2_, and court costs incurred in the prosecution of the Claim. M2 represents that neither John Veenstra nor Lisa Morgan shall serve as a

2

compensated expert witness in any such prosecution. All funds collected from the prosecution of the Claim will be paid into the Trust Account of Friedman, Suder & Cooke, Tindall Square Warehouse No. 1, 604 E. 4th Street, Suite 200, Fort Worth, TX 76102. Within 20 days of receipt of any such funds, Friedman, Suder & Cooke shall perform the appropriate calculations as stated herein and wire one-sixth of the Net Proceeds to Cityhub and send a copy of its calculation by email to Cityhub.com. Cityhub.com will have a period of (20) days from receipt of the calculation to audit such calculations and will promptly advise both the attorneys and M2 of any discrepancies it believes exist in the calculations. Failure to raise any discrepancies within such twenty (20) day period shall be deemed an acceptance of such calculations.

4. Within thirty (30) days of the execution of this Agreement, M2 will pay to Cityhub.com the sum of One Million, Five-Hundred Thousand Dollars ($1,500,000.00). This amount will, be paid via wire transfer to the Staes & Scallan, P.C. Client Funds Account.

5. The payment set forth in paragraph 4 above is a non-refundable advance against Cityhub.com’s one-sixth share in the Net Proceeds such that M2 will receive a dollar-for-dollar credit from any monies that Cityhub.com would otherwise receive through the prosecution of the Claim until such time as M2 fully recoups this payment. Each dollar received through future prosecution of the Claim that would otherwise be payable to Cityhub.com hereunder shall be retained by M2, but fully disclosed and accounted for to Cityhub.com until the time when such amounts represent a full recoupment of the $1,500,000.00 paid by M2. Should future recoveries of any type from the prosecution of the Claim (including sale of the ‘474 patent) not produce adequate funds from which full recoupment can be achieved by M2, Cityhub.com shall, owe no payments to M2.

6. Upon execution of this Agreement, Cityhub.com will cause the claims in the Texas Litigation against all parties to be dismissed with prejudice to the refiling of same, with

3

each party to bear such party’s own costs. A copy of the Stipulation of Dismissal is attached hereto as Exhibit “A,”

7. Upon execution of this Agreement, M2 will cause the Florida Litigation to be dismissed against all parties with prejudice to refiling of same, with each party to bear such party’s own costs. A copy of the Stipulation of Dismissal is attached hereto as Exhibit “B,”

8. The Parties agree to execute any and all further documents reasonably necessary to comply with and carry out the terms of this Agreement,

9. The parties on behalf of themselves and their respective affiliates (which for M2 includes Geotag Management Group, LLC and Gerova, Inc. f/k/a Geomas, Inc.), hereby release each other from any and all claims, demands, and causes of action, whether known or unknown, relating in any way to (1) the claims that were or would have been asserted in the Texas Litigation or the Florida Litigation and (2) the ‘474 Patent,

10. Cityhub.com. agrees to cooperate with M2 with regard to any reasonable requests in connection with M2’s prosecution of the Claim. M2 will keep Cityhub.com informed of significant developments in the prosecution of the Claim. All reasonable and necessary costs incurred by Cityhub.com in connection with such cooperation shall be considered a “claim- related expense” as described in paragraph 3 above and reimbursed as part of any recoveries from the prosecution of the Claim in the same manner as other claim-related expenses. The Board of Cityhub.com may from time to time appoint up to two persons to represent it in its dealings with M2 or its attorneys. These persons may (1) discuss and receive comments from M2 or its attorneys regarding the status of the Claim and (2) request and receive in a timely manner copies of any pleadings or other information that is part of the public record. All such activities will be at the sole expense of Cityhub.com and not considered a Claim-related expense. At present, and until further notice, Cityhub.com appoints Sidney J. Jansma, Jr. and Joan Nagelkirk to be the two persons.

4

11. Each Party and each person signing this Agreement on behalf of a Party represents and warrants to the other that:

(a) Such Party has not entered this Agreement in reliance upon any promise, inducement, agreement, statement, or representation other than those contained in this Agreement.

(b) Such Party has the full right and power to enter into this Agreement, and the person executing this Agreement has the full right and authority to enter into this Agreement on behalf of such Party and the full right and authority to bind such Party to the terms and obligations of this Agreement.

(c) Such Party has been represented by competent and independent counsel of its own choice throughout all negotiations preceding the execution of the Agreement, and has executed this Agreement upon the advice of said competent and independent counsel regarding the meaning and legal effect of this Agreement, and regarding the advisability of making the agreements provided for herein, and fully understands the same.

12. All notices and requests that are required or permitted to be given in connection with this Agreement, other than communications by email, shall be deemed, given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows, or to such other address as the Party to receive the notice or request so designates by written notice to the other:

To M2 Global, Ltd.:

Darren Rennick

President

M2 Global, Ltd.

Global Commerce Centre

Old Parham Road

St. John’s, Antigua

Bahamas

With a copy to :

Jonathan T. Suder

Friedman, Suder & Cooke

604 E. 4^th Street, Suite 200

Fort Worth, TX 76102

5

To Cityhub.com;

Attn: Joan Nagelkirk

3135 N. Clifton, coach house

Chicago, IL 60657

With a copy to

Staes & Scallan, P.C.

111 W. Washington

Suite 1631

Chicago, IL 60602

13. This Agreement shall be construed and controlled in accordance with the laws of the State of Texas and each Party consents to exclusive jurisdiction and venue in the federal courts sitting in the state of Texas, unless no federal subject matter jurisdiction exists, in. which case each Party consents to exclusive jurisdiction and venue in the state courts located in the state of Texas. Each Party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.

14. Each Party shall bear its own costs, expenses and attorneys’ fees incurred in connection with the Texas Litigation and the Florida Litigation, the making of this Agreement, and its performance under this Agreement, other than as set forth herein.

15. The terms, covenants, conditions, provisions and benefits of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns,

16. This Agreement results from negotiations between the Parties and their respective legal counsel, and each Party acknowledges that it has had the opportunity to negotiate modifications to the language of this Agreement. Accordingly, each Party agrees that in any dispute regarding the interpretation or construction of this Agreement, no statutory, common law or other presumption shall operate in favor of or against any Party hereto by virtue of its role in drafting or not drafting the terms and conditions set forth herein.

6

17. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable or otherwise in conflict with law, the remaining provisions shall remain in full force and effect to the extent legally possible. If any provisions of this Agreement are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.

18. This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Execution of this Agreement may be accomplished by signing this Agreement and transmitting the signature page to opposing counsel by facsimile or email. The Parties so executing and delivering shall promptly thereafter deliver signed originals of at least the signature page(s), but failure to do so shall not affect the validity or enforceability of this Agreement.

19. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless expressly stated in writing by the Party making the waiver. No waiver of any provision shall be binding in any event unless executed in writing by the Party making the waiver.

20. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral agreements or communications as to such subject matter, all of which are merged and fully integrated into this Agreement. This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by the Parties.

7

EXECUTED AS OF THE DATE SET FORTH ABOVE:

M2 GLOBAL, LTD.		CITYHUB.COM, INC.
/s/ Darren Rennick		/s/ Joan Nagelkirk
By:	DARREN RENNICK	By:	Joann Nagelkirk
Its:	PRESIDENT	Its:	President

8

EXHIBIT “A”

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

CITYHUB.COM, INC., a Delaware	)
Corporation,	)
Plaintiff	)
	)
V.	)	NO. 2-09 CV-143
	)
JOHN VEENSTRA, LISA MORGAN,	)
GEOMAS (International), LTD.,	)
GEOMAS TAG MANAGEMENT GROUP,	)
a Delaware Limited Liability Company,	)
GEOMAS, INC., a Texas Corporation,	)
VERIZON COMMUNICATIONS, INC.,	)
a Delaware Corporation,	)
IDEARK INFORMATION SERVICES, INC.,	)
a Delaware Corporation, and	)
IDEARK MEDIA SERVICES WEST, INC.	)
(agent of IDEARK INFORMATION SERVICES)	)
	)
Defendants	)

STIPULATION OF DISMISSAL WITH PREJUDICE

It is hereby stipulated by and between all parties to the above-captioned case pursuant to Fed. R. Civ. P. 41(a)(2) and (c) that all claims asserted by Plaintiff against Defendants and all counterclaims asserted by Defendants should be dismissed with prejudice with each party to bear its own costs, expenses and attorneys fees.

Respectfully submitted,
/s/ James Rodney Gilstrap	/s/ Jonathan Suder
Smith & Gilstrap PO Drawer A Marshall, TX 75671 903/938-8321 903/938-8331-fax Andrew Staes Stephen Scallan Staes & Scallan PC 111 W Washington, Suite 1631 Chicago, IL 60602 312/201-8969 312/201-9233-fax David Duggan Attorney at Law 140 S Dearborn, Suite 1610 Chicago, IL 60602 312/551-0670 312/443-1665-fax Joseph A Kromholz Ryan Kromholz & Manion 3360 Gateway Road Brookfield, WI 53045 262/783-1300 - 262/783-1211 - fax ATTORNEYS FOR PLAINTIFF CITYHUB.COM	State Bar No. 19463350 Todd Blumenfeld State Bar No. 24067518 Friedman, Suder & Cooke, P.C. Tindall Square Warehouse No. 1 604 East Fourth Street, Suite 200 Fort Worth, Texas 76102 (817)334-0400 (817)334-0401 (fax) Paul E. Knisely State Bar No. 11614550 Thomas P. Prehoditch State Bar No. 16245610 Jason M. Panzer State Bar No. 00797198 Knisely, Prehoditch & Panzer, P.C. 9020 Capital of Texas Hwy. N. Building I, Suite 300 Austin, Texas 78759 (512)338-8800 (512)338-8806 (fax) Mark D. Strachan State Bar No. 19351500 Sayles/Werbner A Professional Corporation 1201 Elm Street, Suite 4400 Dallas, Texas 75270 (214) 939-8700 (214) 939-8787 (fax) ATTORNEYS FOR DEFENDANTS GEOMAS, INC. AND GEOTAG MANAGEMENT GROUP, LLC

/s/ Robert J. Myers	/s/ John Scott Andrews
Robert John Myers & Associates 6777 Camp Bowie Blvd. 1250 NE Loop 410, Suite 215 Fort Worth, Texas 76116 Business (817) 877-1969 Fax (817) 877-9969 ATTORNYES FOR JOHN VEENSTRA LISA MORGAN	Jennifer Haltom Doan Haltom and Doan 6500 Summerhill Road Crown Executive Center Suite 100 P O Box 6227 Texarkana, Tx 75505 903/255-1000 903/255-0800 - fax Caren K Khoo Leonard Charles Suchyta Verizon Communications -Basking Ridge One Verizon Way Mail Stop 54S205 Basking Ridge, NJ 07920 908-559-5668 908-766-6974 - fax ATTORNEYS FOR VERIZON COMMUNICATIONS, INC.

CERTIFICATE OF SERVICE

I hereby certify that on the              day of April, 2010, I electronically filed the foregoing document with the clerk of the court for the U.S. District Court, Eastern District of Texas, Marshall Division, using the electronic case filing system of the court. The electronic case filing system sent a “Notice of Electronic Filing” to the attorneys of record who have consented in writing to accept this Notice as service of this document by electronic means.

/s/ Jonathan Suder

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

CITYHUB.COM, INC., a Delaware	)
Corporation,	)
Plaintiff	)
	)
V.	)	NO. 2-09 CV-143
	)
JOHN VEENSTRA, LISA MORGAN,	)
GEOMAS (International), LTD.,	)
GEOMAS TAG MANAGEMENT GROUP,	)
a Delaware Limited Liability Company,	)
GEOMAS, INC., a Texas Corporation,	)
VERIZON COMMUNICATIONS, INC.,	)
a Delaware Corporation,	)
IDEARK INFORMATION SERVICES, INC.,	)
a Delaware Corporation, and	)
IDEARK MEDIA SERVICES WEST, INC.	)
(agent of IDEARK INFORMATION SERVICES),	)
	)
Defendants.	)

ORDER OF DISMISSAL WITH PREJUDICE

In consideration of the parties’ Stipulation of Dismissal with Prejudice, it is hereby ORDERED that the Stipulation is GRANTED, and it is ORDERED, ADJUDGED AND DECREED that all claims and counterclaims asserted in this suit among Plaintiff and Defendants are hereby dismissed with prejudice.

It is further ORDERED that all attorneys’ fees and costs are to be borne by the party that incurred them.

EXHIBIT “B”

IN THE UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

M2 Global, LTD.,	)	Case No. 6:09-cv-1209-MSS-KRS
	)	Removed Case: Case No. 05-2009-CA030179
Plaintiff.	)	The Circuit Court Of The Eighteenth Judicial
	)	Circuit In And For Brevard County, A
v.	)
	)
Cityhub.com, Inc.,	)
	)
Defendant.	)

STIPULATION OF DISMISSAL WITH PREJUDICE

It is hereby stipulated by and between all parties to the above-captioned case pursuant to Fed. R. Civ. P. 41(a)(2) and (c) that all claims asserted by Plaintiff against Defendants and all counterclaims asserted by Defendants should be dismissed with prejudice with each party to bear its own costs, expenses and attorneys fees.

Respectfully submitted,

/s/ Jack A. Kirschenbaum	/s/ Daniel C. Johnson
Florida Bar No.: 250759 Michael D. Porter Florida Bar No.: 0031149 Adam M. Bird Florida Bar No.: 0055432 GRAY ROBINSON, P.A. 1795 W. Nasa Blvd. Melbourne, FL 32901 P.O. Box 1870 Melbourne, FL 32902-1870 Phone (321)727-8100 Fax (321)984-4122 ATTORNEYS FOR PLAINTIFF M2 GLOBAL, LTD.	Carlton Fields, PA 450 S Orange Ave - Ste 500 PO Box 1171 Orlando, FL 32802-1171 407/849-0300 407-648-9099 - fax Douglas D. Marks Boyd & Marks, LLC 360 North Babcock Street, Suite 104 Melbourne, FL 32935 (321)255-0600 (321) 255-0606 Stephen Scallan Andrew Staes Staes & Scallan PC 111 W Washington, Suite 1631 Chicago, IL 60602 312/201-8969 312/201-9233-fax ATTORNEYS FOR DEFENDANT CITYHUB.COM INC.

CERTIFICATE OF SERVICE

I hereby certify that on              the day of April, 2010, I electronically filed the foregoing document with the clerk of the court for the U.S. District Court, Middle District of Florida, using the electronic case filing system of the court. The electronic case filing system sent a “Notice of Electronic Filing” to the attorneys of record who have consented in writing to accept this Notice as service of this document by electronic means.

/s/ Jack A. Kirschenbaum

IN THE UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

M2 Global, LTD.,	)	Case No. 6:09-cv-1209-MSS-KRS
	)	Removed Case: Case No. 05-2009-CA030179
Plaintiff.	)	The Circuit Court Of The Eighteenth Judicial
	)	Circuit In And For Brevard County, A
v.	)
	)
Cityhub.com, Inc.,	)
	)
Defendant.	)

ORDER OF DISMISSAL WITH PREJUDICE

In consideration of the parties’ Stipulation of Dismissal with Prejudice, it is hereby ORDERED that the Stipulation is GRANTED, and it is ORDERED, ADJUDGED AND DECREED that all claims and counterclaims asserted in this suit among Plaintiff and Defendants are hereby dismissed with prejudice.

It is further ORDERED that all attorneys’ fees and costs are to be borne by the party that incurred them.

Dated:                     , 2010.

UNITED STATES DISTRICT JUDGE

EX-10.4

Exhibit 10.4

PROMISSORY NOTE

$300,000.00

St. Johns, Antigua

January 16, 2009

M2 Global Ltd, a Delaware corporation (“M2”), hereby promises to pay to the order of Zasis LLC, a Nevada Limited Liability Company (“Lender”) the principal sum of $300,000, together with interest thereon in lawful money of the United States as herein provided.

1. Interest. The unpaid principal balance of this Note shall bear interest commencing on the date all proceeds of the loan are received by M2, such interest to be at the rate of 5% per annum, payable when the Note matures. Interest shall be calculated based on the actual number of days the principal balance remains outstanding in a year of 365 days.

2. Maturity. The unpaid principal balance of this Note, together with accrued and unpaid interest, shall be due and payable on March 31, 2009.

3. Prepayment. The unpaid principal balance of the Note, together with accrued and unpaid interest, may be paid in whole or in part, at any time in the sole discretion of M2. Any prepayment in part by M2 shall be first allocated to any accrued and unpaid interest, with any remaining amount being allocated to the unpaid principal.

4. Default. If any of the following events occurs, all indebtedness owing by M2 hereunder shall become forthwith due and payable to Lender, upon delivery by Lender to M2 of a written notice of default and demand for payment, and the expiration of the following periods from the delivery of such notice, during which periods M2 shall have the ability to cure such default: (i) in the case of (a) below, ten days and (ii) in the case of (b), (c), (d), or (e) below, 30 days. The unpaid principal balance of this Note shall bear interest commencing after the cure period has expired at the rate of 10.0% per annum until the Note is paid in full, if the M2 is in default and has not cured such default.

(a) Any default by M2 in the payment, when due, of any part of the principal of or interest on this Note and the payment of any other sums payable by M2 pursuant to the terms of this Note.

(b) The insolvency or bankruptcy of M2 or any of its direct or indirect subsidiaries, the execution by M2 or any of its direct or indirect subsidiaries of an assignment for the benefit of creditors of substantially all of the assets of M2 or any such direct or indirect subsidiary, or M2’s or any of its direct or indirect subsidiary’s consent to the appointment of a trustee or a receiver or other officer of a court or other tribunal.

(c) The appointment of a trustee or receiver or other officer of a court for M2 or any of its direct or indirect subsidiaries, or for a substantial part of their properties, without the consent of M2 or of such direct or indirect subsidiary, where no discharge is effected within 30 days.

(d) The institution of bankruptcy, reorganization, insolvency, or liquidation proceedings by or against M2 or any of its direct or indirect subsidiaries, and if against M2 or such a direct or indirect subsidiary, where such proceeding is consented to by M2 or such subsidiary or remains undismissed for 30 days.

(e) Any breach or failure of M2 to perform any term or condition of this Note.

5. Collection. M2 and all guarantors and endorsers of this Note shall pay all costs and expenses of collection and enforcement of this Note, including reasonable attorneys’ fees.

6. Waiver. Demand, presentment for payment, notice of dishonor, protest and notice of protest are hereby waived.

7. Proceeds. The proceeds from this Note, to be given on and as of the date of this Note, shall consist of $600,000 in cash, to beused for the payment of interest on outstanding subordinated debt and costs associated with the proposed initial public offering of M2.

8. Assignment. This Note may not be assigned by Lender or M2 without the express written consent of the other party; provided,however, that Lender may assign this Note to any of its affiliates without such consent. Such an affiliate, for purposes of this Section 9, is any person of which Lender owns directly or indirectly more than 50% of the voting equity interests, or such person as owns directly or indirectly more than 50% of the voting equity interests of Lender, or which the Lender controls as general partner.

9. Governing Law. This Note is made and is being executed in the State of Florida, and the provisions hereof will be construed in accordance with the laws of the State of Florida. Furthermore, Lender and M2 (and their lawful assignees, successors and endorsers) further agree that in the event of default this Note may be enforced in any court of competent jurisdiction in the State of Florida, and they do hereby submit to such jurisdiction in the State of Florida.

10. Severability. Invalidation of any of the provisions of this Note shall not affect the remainder of this Note.

11. Amendment. This Note may not be amended or modified except by an instrument in writing signed by both parties.

M2 Global Ltd.
By:	/s/ Mike Muscato
	Mike Muscato, CEO

EX-10.5

Exhibit 10.5

PROMISSORY NOTE

U.S. $300,000	25 February 2009
	St. John’s, Antigua

FOR VALUE RECEIVED, the undersigned, M2 Global Ltd. (the “Issuer”), a company registered in Antigua and Barbuda, hereby promises to pay to ZASIS LLC, a Cayman Islands Corporation, or its assigns, the principal sum of Three Hundred Thousand Dollars ($300,000.00), together with interest thereon at the rate of Six Percent (6%) per annum.

The entire unpaid principal amount outstanding under this promissory note (this “Note”), together with interest thereon, shall be due and payable on 30 September 2009 (the “Maturity Date”). Interest is to be paid on the Maturity Date. Issuer may, at any time, prepay any or all of the principal or interest due under this Note without premium or penalty. Payments with respect to this Note are to be made in lawful money of the United States of America.

The entire unpaid principal amount outstanding under this Note, together with interest thereon, shall become immediately due and payable upon the insolvency of Issuer, the filing of a petition in bankruptcy by Issuer, the execution by Issuer of a general assignment for the benefit of creditors, or the filing by or against Issuer of a petition in bankruptcy or a petition for relief under the provisions of any country’s bankruptcy act or law for the relief of debtors and the continuation of such petition without dismissal for a period of 90 days or more. Any principal balance that is due but remains unpaid shall bear interest at the rate of ten percent (10%) until paid in full. The parties hereto hereby expressly waive presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest, and any other formality. This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to the principles or rules of conflicts of laws thereof to the extent that such principles or rules would require the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed and delivered as of the day and year first above written.

M2 GLOBAL LTD.

/s/ Michael Muscato

By: Michael A. Muscato, CEO

Although I will not personally receive any loan proceeds, I promise to repay the full amount of this Note, including unpaid principal and accrued interest, if, upon demand by the holder of the Note, the Issuer fails to repay the debt.

/s/ Michael Muscato

Michael A. Muscato, Personally

EX-10.6

Exhibit 10.6

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of February 25, 2009 (this “Agreement”), among M2 GLOBAL LTD., a company registered in Antigua and Barbuda (the “Company”), and ZASIS LLC, a Nevada Limited Liability Company or any subsequent holder of the Company’s $300,000.00 Promissory Note due September 30, 2009 (the “Note”) (individually and collectively referred to as, the “Secured Party”). The Company is referred to herein as a “Debtor”.

WITNESSETH:

WHEREAS, pursuant to the Note, the Secured Party has agreed to extend the loan to the Company evidenced by the Note;

WHEREAS, in order to induce the Secured Party to extend the loan evidenced by the Note, Debtor has agreed to execute and deliver to the Secured Party this Agreement and to grant the Secured Party a perfected security interest in certain property of such Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Note.

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the United States Uniform Commercial Code (“UCC”), as adopted under the laws of the State of New York (such as “account”, “chattel paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings given such terms in Article 9 of the UCC.

(a) “Collateral” means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include the following personal property of the Debtor, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any legal claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Collateral (as defined below):

1

(i) Patents issued or assigned to and all patent applications made by Debtor and all exclusive licenses to Debtor from third parties or other rights to use patents owned by such third parties, including, without limitation, the patents, patent applications and exclusive licenses covered by U.S. Patent No. 5,930,474 (the “Patent”) and those listed on Schedule F hereto, along with any and all (1) inventions and improvements described and claimed therein, (2) reissues, divisions, continuations, extensions and continuations-in-part thereof, (3) income, royalties, damages, claims and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (4) rights to sue for past, present and future infringements thereof, and (5) any other rights corresponding thereto throughout the world (collectively, “Patents”);

(ii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Patent, licenses, distribution and other agreements, computer software (whether “off-the-shelf’, licensed from any third party or developed by any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents (including the Patent), patent applications, copyrights, and income tax refunds;

(iii) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(iii) above.

Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law; provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

(b) “Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights arising under the laws of England and Wales, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United

2

Kingdom Copyright Office, (ii) all letters patent of the European Union or England and Wales, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters patent of the European Union or England and Wales, or any other country and all divisions, continuations and continuations-in-part thereof, (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United Kingdom Patent and Trademark Office or in any similar office or agency of England and Wales, or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under the laws of England and Wales, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all licenses for any of the foregoing, and (vii) all causes of action for infringement of the foregoing.

(c) “Knowledge” shall mean with respect to a natural person, the actual knowledge of such person after reasonable inquiry, and with respect to a person that is an entity, the actual knowledge of such entity’s officers with principal responsibility for the entity’s operations after reasonable inquiry.

(d) “Necessary Endorsement” shall mean undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request.

(e) “Obligations” means all of the Debtor obligations under this Agreement, the Note, the Pledge and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on the Note; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtor from time to time under or in connection with this Agreement, the Note, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition

3

interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor.

(f) “Organizational Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as its memorandum of association, a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor (such as articles of association, bylaws, a partnership agreement or an operating, limited liability or members agreement).

(g) “UCC” means the Uniform Commercial Code of the State of New York, United States of America and or any other similar applicable law regarding commercial transactions of any state or country which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that the UCC be used as a reference for definition of terms to the extent not contrary to the law governing this Agreement and that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed in its broadest sense.

2. Grant of Perfected Security Interest. As an inducement for the Secured Party to extend the loan as evidenced by the Note and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a continuing and perfected security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral of such Debtor (the “Security Interest”).

3. Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, Debtor shall deliver or cause to be delivered any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with any endorsement necessary to the assignment and transfer thereof. The Debtor are, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Collateral.

4. Representations, Warranties, Covenants and Agreements of the Debtor. Debtor represents and warrants to and covenants and agrees with, the Secured Party as follows:

(a) Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by

4

Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required by such Debtor. This Agreement has been duly executed by Debtor. This Agreement constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity.

(b) The Debtor has no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.

(c) Except set forth on Schedule B attached hereto, (i) the Debtor is the sole owners of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest, and (ii) there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).

(d) To the best Knowledge of any Debtor, no written claim has been received that any Collateral or Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best Knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority.

(e) Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation written notice of such relocation and the new location thereof.

5

(f) This Agreement creates in favor of the Secured Party a valid, security interest in the Collateral, securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing shall have been duly perfected. Without limiting the generality of the foregoing, except for the filing described in the immediately following paragraph, no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Party hereunder.

(g) Debtor hereby authorizes the Secured Party, or any of them, to file the appropriate form with the Companies House, London, England, or with whatever agency may be necessary, including but not limited to United State Patent and Trademark Office, evidencing the charge against assets of the Company evidenced by the Note and this Agreement, with respect to the security interest hereby created with the proper filing and recording agencies in any jurisdiction deemed proper by them.

(h) The execution, delivery and performance of this Agreement by the Debtor does not (i) violate any of the provisions of any Organizational Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Debtor, or (ii) except as described on Exhibit B, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or affected. Except as described on Schedule B, no further consent (including, without limitation, from stockholders or creditors of any Debtor) is required for any Debtor to enter into and perform its obligations hereunder.

(i) The Company is the legal and beneficial owner of the Patent, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement, except as described on Schedule B.

(j) Unless the Agent (as defined in Section 18) in its sole discretion, consents in writing to a senior lien, Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated pursuant to this Agreement. Debtor hereby agrees to defend the same against the claims of any and all persons

6

and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder.

(k) Debtor will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business) without the prior written consent of Secured Party, except as described on Schedule B.

(l) Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.

(m) Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim or series of related claims do not exceed (US)$ 10,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor, provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of (US) $10,000 for any occurrence or series of related occurrences shall be paid to the Agent and, if received by such Debtor, shall be held in trust for and immediately paid over to the Agent unless otherwise directed

7

in writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.

(n) Debtor shall, within ten (10) days of obtaining Knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’ security interest therein.

(o) Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof.

(p) Debtor shall permit the Secured Party and their representatives and agents to inspect the Collateral at any time during normal working hours and upon giving reasonable notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party from time to time.

(q) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral.

(r) Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.

(s) The Debtor shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights and franchises material to its business.

(t) Neither Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing

8

statements or fixture filings necessary to perfect and continue perfected the perfected Security Interest granted and evidenced by this Agreement.

(u) No Debtor may consign any of its Inventory or sell any of its Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Secured Party, which shall not be unreasonably withheld, except to the extent such consignment or sale does not exceed 15% of the total value of all of the Company’s finished goods in Inventory.

(v) No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the Secured Party and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected security Interest granted and evidenced by this Agreement.

(w) Debtor was organized and remains organized solely under the laws set forth next to such Debtor’s name in the first paragraph of this Agreement. Schedule D attached hereto sets forth Debtor’s organizational identification number or, if any Debtor does not have one, states that one does not exist.

(x) (i) The actual name of Debtor is the name set forth in the preamble above; (ii) no Debtor has any trade names except as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule E.

(aa) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the Secured Party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the Agent.

(bb) Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the Pledged Interests consistent with the terms of this Agreement without the further consent of any Debtor. Further, Debtor agrees that it shall not enter into a similar agreement (or one that would confer “control” of Debtor with any other person or entity.

(cc) Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying chattel paper to be “marked” to reflect the Security Interest of Secured Party.

9

(dd) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory to the Secured Party, to be entered into and delivered to the Secured Party.

(ee) To the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying letter of credit to consent to an assignment of the proceeds thereof to the Secured Party.

(ff) To the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance satisfactory to the Secured Party.

(gg) If any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Party in a writing signed by such Debtor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party.

(hh) Debtor shall immediately provide written notice to the Secured Party of any and all accounts which arise out of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interest in such accounts and proceeds thereof, shall execute and deliver to the Secured Party an assignment of claims for such accounts and cooperate with the Secured Party in taking any other steps required, in their judgment, under the United States Federal Assignment of Claims Act or any similar government statute or rule to perfect or continue the perfected status of the Security Interest in such accounts and proceeds thereof.

(ii) Debtor shall cause each subsidiary of such Debtor to immediately become a party hereto (an “Additional Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Debtor. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to the Secured Party, the Additional Debtor shall be and become a

10

party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor.

(jj) In the event that, upon an occurrence of an Event of Default, Agent shall sell all or any of the Collateral to another party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Collateral, Debtor shall, to the extent applicable: (i) deliver to Agent or the Transferee, as the case may be, the memorandum of association, articles of incorporation, articles of association, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account, financial records and all other Organizational Documents and records of the Debtor and their direct and indirect subsidiaries; (ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtor and their direct and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit the sale of the Collateral to the Transferee or the purchase or retention of the Collateral by Agent and allow the Transferee or Agent to continue the business of the Debtor and their direct and indirect subsidiaries.

(kk) Without limiting the generality of the other obligations of the Debtor hereunder, Debtor shall promptly (i) cause to be registered in each relevant jurisdiction all of its material copyrights, (ii) cause the security interest contemplated hereby with respect to all Intellectual Property so registered to be duly recorded at the applicable office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license) or creates any additional material Intellectual Property.

(ll) Debtor will from time to time, at the expense of the Secured Party, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

(mm) Schedule F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights, and domain names owned by any of the Debtor as of the date hereof. Schedule F lists all material licenses in favor of any Debtor for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks of the Debtor have been duly recorded under relevant and applicable law and all material copyrights of the Debtor have been duly recorded under relevant and applicable law.

11

(nn) None of the account Debtor or other persons or entities obligated on any of the Collateral is a governmental authority.

5. Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Agent’s rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.

6. Defaults. The following events shall be “Events of Default”:

(a) The occurrence of an Event of Default (as defined in the Note) under the Note;

(b) Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;

(c) The failure by any Debtor to observe or perform any of its obligations hereunder for ten (10) days after delivery to such Debtor of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and such Debtor is using best efforts to cure same in a timely fashion; or

(d) If a proceeding shall be commenced by any Debtor, or by any governmental authority having jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability of any provisions of this Agreement, or any Debtor shall deny that any Debtor has any liability or obligation purported to be created under this Agreement.

7. Duty To Hold In Trust.

(a) Upon notice of the occurrence of any Event of Default and at any time thereafter, Debtor shall, upon receipt of any revenue, income, dividend, interest or other sums subject to the Security Interest, whether payable pursuant to the Note or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party for application to the satisfaction of the Obligations.

12

(b) If any Debtor shall become entitled to receive or shall receive any property (including, without limitation, shares or instruments representing Collateral acquired after the date hereof, or any options, warrants, rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect subsidiaries) in respect of the Collateral (whether as an addition to, in substitution of, or in exchange for, such Collateral or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Party; (ii) hold the same in trust on behalf of and for the benefit of the Secured Party; and (iii) to deliver any and all certificates or instruments evidencing the same to Agent on or before the close of business on the fifth business day following the receipt thereof by such Debtor, in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement as Collateral.

8. Rights and Remedies Upon Default.

(a) Upon notice of the occurrence of any Event of Default and at any time thereafter, the Secured Party, acting through any agent appointed by them for such purpose, shall have the right to exercise all of the remedies conferred hereunder and under the Note, and the Secured Party shall have all the rights and remedies of a secured party under the applicable law. Without limitation, the Secured Party shall have the following rights and powers:

(i) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at such Debtor’s premises or elsewhere, and make available to the Secured Party, without rent, all of such Debtor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form.

(ii) Upon notice to the Debtor by Agent, all rights of Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owners thereof,

13

including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.

(iii) Upon notice to any Debtor, the Secured Party shall have the right to operate the business of Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released.

(iv) The Secured Party shall have the right (but not the obligation) to notify any account Debtor and any obligors under instruments or accounts to make payments directly to the Secured Party and to enforce the Debtor’ rights against such account Debtor and obligors.

(v) The Secured Party may (but are not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party or their designee.

(vi) The Secured Party may (but are not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor into the name of the Secured Party or any designee or any purchaser of any Collateral.

(b) The Agent may comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtor will only be credited with payments actually made by the purchaser. In addition, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder,

14

including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

(c) For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

9. Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations of the Secured Party (based on then-outstanding principal amounts of Note at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

11. Costs and Expenses. Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The Debtor shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest therein. The Debtor will also, upon demand, pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the

15

enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Note. Until so paid, any fees payable hereunder shall be added to the principal amount of the Note and shall bear interest at the Default Rate.

12. Responsibility for Collateral. The Debtor assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing, (a) neither the Agent nor the Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. Neither the Agent nor the Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or the Secured Party of any payment relating to any of the Collateral, nor shall the Agent or the Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or the Secured Party may be entitled at any time or times.

13. Security Interest Absolute. All rights of the Secured Party and all obligations of the Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. In the event that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have

16

been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy.

14. Term of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under the Note have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the Debtor contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.

15. Power of Attorney; Further Assurances.

(a) Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party and their respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against Debtor, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Secured Party, and at the expense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtor might or could do; and Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or

17

agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the applicable authorities.

(b) On a continuing basis, Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC.

(c) Debtor hereby irrevocably appoints the Secured Party as such Debtor’s attorney-in-fact, with full authority in the place and instead of such Debtor and in the name of such Debtor, from time to time in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Secured Party. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

16. Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase Agreement (as such term is defined in the Note).

17. Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder.

18. Appointment of Agent. The Secured Party hereby appoints the party designated in Annex B attached hereto (the “Agent”) to act as its agent for purposes of exercising any and all rights and remedies of the Secured Party hereunder. Such appointment shall continue until revoked in writing by the Secured Party, at which time

18

the Secured Party shall appoint a new Agent. The Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.

19. Miscellaneous.

(a) No course of dealing between the Debtor and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under the Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b) All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Note or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

(c) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement, no provision of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement and signed by the parties hereto.

(d) In the event any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, unless such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating the remaining portion of such provision or the other provisions of this Agreement and without affecting the validity or enforceability of such provision or the other provisions of this Agreement in any other jurisdiction.

(e) No waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or similar nature or otherwise.

(f) This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.

19

(g) Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement.

(h) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with Antigua and Barbuda law. Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and the Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the courts sitting in London, England. Debtor hereby irrevocably submits to the exclusive jurisdiction of the courts sitting in London, England for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

(i) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(j) All Debtor shall jointly and severally be liable for the obligations of Debtor to the Secured Party hereunder.

(k) Debtor shall indemnify, reimburse and hold harmless the Secured Party and its members, shareholders, officers, directors, employees and agents (collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in the Note or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.

20

(l) Nothing in this Agreement shall be construed to subject Agent or the Secured Party to liability as a partner in any Debtor or any if its direct or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that is a limited liability company, nor shall Agent or the Secured Party be deemed to have assumed any obligations under any partnership agreement or limited liability company agreement, as applicable, of any such Debtor or any if its direct or indirect subsidiaries or otherwise, unless and until the Secured Party exercises its right to be substituted for such Debtor as a partner or member, as applicable, pursuant hereto.

(m) To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance with any provisions of any of the Organizational Documents, the Debtor hereby grant such consent and approval and waive any such noncompliance with the terms of said documents.

[SIGNATURE PAGES FOLLOW]

21

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.

DEBTOR: M2 GLOBAL LTD.
By:	/s/ Michael Muscato
	Name:	Michael A. Muscato
	Title:	Chairman
		SECURED PARTY:
ZASIS LLC
By:	/s/ Gary T. Hirst
	Name:	Gary T. Hirst
	Title:	Manager

22

SCHEDULE A

Principal Place of Business of Debtor:

M2 Global Ltd.

Old Parham Road

St. John’s, Antigua and Barbuda

Locations Where Collateral is Located or Stored:

M2 Global Ltd.

Old Parham Road

St. John’s, Antigua and Barbuda

23

SCHEDULE B

24

SCHEDULE C

United States Patent and Trademark Office

D.C. Recorder of Deeds

25

SCHEDULE D

Organizational Identification Numbers

Organizational identification numbers do not exist.

26

SCHEDULE E

Names; Mergers and Acquisitions

27

SCHEDULE F

Intellectual Property

U.S. Patent No. 5,930,474

Geomas®

Geotag®

When Where Matters™

28

EX-10.7

Exhibit 10.7

PROMISSORY NOTE

U.S. $338,000	25 February 2009
	St. John’s, Antigua

FOR VALUE RECEIVED, the undersigned, M2 Global Ltd. (the “Issuer”), a company registered in Antigua and Barbuda, hereby promises to pay to Global Asset Fund Ltd., a Cayman Islands Corporation, or its assigns, the principal sum of Three Hundred and Thirty-Eight Thousand Dollars ($338,000.00), together with interest thereon at the rate of Six Percent (6%) per annum.

The entire unpaid principal amount outstanding under this promissory note (this “Note”), together with interest thereon, shall be due and payable on 30 September 2009 (the “Maturity Date”). Interest is to be paid on the Maturity Date. Issuer may, at any time, prepay any or all of the principal or interest due under this Note without premium or penalty. Payments with respect to this Note are to be made in lawful money of the United States of America.

The entire unpaid principal amount outstanding under this Note, together with interest thereon, shall become immediately due and payable upon the insolvency of Issuer, the filing of a petition in bankruptcy by Issuer, the execution by Issuer of a general assignment for the benefit of creditors, or the filing by or against Issuer of a petition in bankruptcy or a petition for relief under the provisions of any country’s bankruptcy act or law for the relief of debtors and the continuation of such petition without dismissal for a period of 90 days or more. Any principal balance that is due but remains unpaid shall bear interest at the rate of ten percent (10%) until paid in full. The parties hereto hereby expressly waive presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest, and any other formality. This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to the principles or rules of conflicts of laws thereof to the extent that such principles or rules would require the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed and delivered as of the day and year first above written.

M2 GLOBAL LTD.

/s/ Michael A. Muscato

By: Michael A. Muscato, CEO

Although I will not personally receive any loan proceeds, I promise to repay the full amount of this Note, including unpaid principal and accrued interest, if, upon demand by the holder of the Note, the Issuer fails to repay the debt.

/s/ Michael A. Muscato

Michael A. Muscato, Personally

EX-10.8

Exhibit 10.8

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of February 25, 2009 (this “Agreement”), among M2 GLOBAL LTD., a company registered in Antigua and Barbuda (the “Company”), and GLOBAL ASSET FUND LTD. a Cayman Islands Corporation or any subsequent holder of the Company’s $338,000.00 Promissory Note due September 30, 2009 (the “Note”) (individually and collectively referred to as, the “Secured Party”). The Company is referred to herein as a “Debtor”.

W I T N E S S E T H:

WHEREAS, pursuant to the Note, the Secured Party has agreed to extend the loan to the Company evidenced by the Note;

WHEREAS, in order to induce the Secured Party to extend the loan evidenced by the Note, Debtor has agreed to execute and deliver to the Secured Party this Agreement and to grant the Secured Party a perfected security interest in certain property of such Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Note.

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the United States Uniform Commercial Code (“UCC”), as adopted under the laws of the State of New York (such as “account”, “chattel paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings given such terms in Article 9 of the UCC.

(a) “Collateral” means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include the following personal property of the Debtor, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any legal claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Collateral (as defined below):

1

(i) Patents issued or assigned to and all patent applications made by Debtor and all exclusive licenses to Debtor from third parties or other rights to use patents owned by such third parties, including, without limitation, the patents, patent applications and exclusive licenses covered by U.S. Patent No. 5,930,474 (the “Patent”) and those listed on Schedule F hereto, along with any and all (1) inventions and improvements described and claimed therein, (2) reissues, divisions, continuations, extensions and continuations-in-part thereof, (3) income, royalties, damages, claims and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (4) rights to sue for past, present and future infringements thereof, and (5) any other rights corresponding thereto throughout the world (collectively, “Patents”);

(ii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Patent, licenses, distribution and other agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed by any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents (including the Patent), patent applications, copyrights, and income tax refunds;

(iii) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(iii) above.

Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law; provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

(b) “Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights arising under the laws of England and Wales, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United

2

Kingdom Copyright Office, (ii) all letters patent of the European Union or England and Wales, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters patent of the European Union or England and Wales, or any other country and all divisions, continuations and continuations-in-part thereof, (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United Kingdom Patent and Trademark Office or in any similar office or agency of England and Wales, or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under the laws of England and Wales, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all licenses for any of the foregoing, and (vii) all causes of action for infringement of the foregoing.

(c) “Knowledge” shall mean with respect to a natural person, the actual knowledge of such person after reasonable inquiry, and with respect to a person that is an entity, the actual knowledge of such entity’s officers with principal responsibility for the entity’s operations after reasonable inquiry.

(d) “Necessary Endorsement” shall mean undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request.

(e) “Obligations” means all of the Debtor obligations under this Agreement, the Note, the Pledge and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on the Note; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtor from time to time under or in connection with this Agreement, the Note, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition

3

interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor.

(f) “Organizational Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as its memorandum of association, a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor (such as articles of association, bylaws, a partnership agreement or an operating, limited liability or members agreement).

(g) “UCC” means the Uniform Commercial Code of the State of New York, United States of America and or any other similar applicable law regarding commercial transactions of any state or country which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that the UCC be used as a reference for definition of terms to the extent not contrary to the law governing this Agreement and that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed in its broadest sense.

2. Grant of Perfected Security Interest. As an inducement for the Secured Party to extend the loan as evidenced by the Note and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a continuing and perfected security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral of such Debtor (the “Security Interest”).

3. Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, Debtor shall deliver or cause to be delivered any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with any endorsement necessary to the assignment and transfer thereof. The Debtor are, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Collateral.

4. Representations, Warranties, Covenants and Agreements of the Debtor. Debtor represents and warrants to and covenants and agrees with, the Secured Party as follows:

(a) Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by

4

Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required by such Debtor. This Agreement has been duly executed by Debtor. This Agreement constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity.

(b) The Debtor has no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.

(c) Except set forth on Schedule B attached hereto, (i) the Debtor is the sole owners of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest, and (ii) there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).

(d) To the best Knowledge of any Debtor, no written claim has been received that any Collateral or Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best Knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority.

(e) Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation written notice of such relocation and the new location thereof.

5

(f) This Agreement creates in favor of the Secured Party a valid, security interest in the Collateral, securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing shall have been duly perfected. Without limiting the generality of the foregoing, except for the filing described in the immediately following paragraph, no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Party hereunder.

(g) Debtor hereby authorizes the Secured Party, or any of them, to file the appropriate form with the Companies House, London, England, or with whatever agency may be necessary, including but not limited to United State Patent and Trademark Office, evidencing the charge against assets of the Company evidenced by the Note and this Agreement, with respect to the security interest hereby created with the proper filing and recording agencies in any jurisdiction deemed proper by them.

(h) The execution, delivery and performance of this Agreement by the Debtor does not (i) violate any of the provisions of any Organizational Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Debtor, or (ii) except as described on Exhibit B, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or affected. Except as described on Schedule B, no further consent (including, without limitation, from stockholders or creditors of any Debtor) is required for any Debtor to enter into and perform its obligations hereunder.

(i) The Company is the legal and beneficial owner of the Patent, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement, except as described on Schedule B.

(j) Unless the Agent (as defined in Section 18) in its sole discretion, consents in writing to a senior lien, Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated pursuant to this Agreement. Debtor hereby agrees to defend the same against the claims of any and all persons

6

and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder.

(k) Debtor will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business) without the prior written consent of Secured Party, except as described on Schedule B.

(1) Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.

(m) Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim or series of related claims do not exceed (US)$10,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor, provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of (US) $10,000 for any occurrence or series of related occurrences shall be paid to the Agent and, if received by such Debtor, shall be held in trust for and immediately paid over to the Agent unless otherwise directed

7

in writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.

(n) Debtor shall, within ten (10) days of obtaining Knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’ security interest therein.

(o) Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof.

(p) Debtor shall permit the Secured Party and their representatives and agents to inspect the Collateral at any time during normal working hours and upon giving reasonable notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party from time to time.

(q) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral.

(r) Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.

(s) The Debtor shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights and franchises material to its business.

(t) Neither Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing

8

statements or fixture filings necessary to perfect and continue perfected the perfected Security Interest granted and evidenced by this Agreement.

(u) No Debtor may consign any of its Inventory or sell any of its Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Secured Party, which shall not be unreasonably withheld, except to the extent such consignment or sale does not exceed 15% of the total value of all of the Company’s finished goods in Inventory.

(v) No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the Secured Party and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected security Interest granted and evidenced by this Agreement.

(w) Debtor was organized and remains organized solely under the laws set forth next to such Debtor’s name in the first paragraph of this Agreement. Schedule D attached hereto sets forth Debtor’s organizational identification number or, if any Debtor does not have one, states that one does not exist.

(x) (i) The actual name of Debtor is the name set forth in the preamble above; (ii) no Debtor has any trade names except as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule E.

(aa) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the Secured Party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the Agent.

(bb) Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the Pledged Interests consistent with the terms of this Agreement without the further consent of any Debtor. Further, Debtor agrees that it shall not enter into a similar agreement (or one that would confer “control” of Debtor with any other person or entity.

(cc) Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying chattel paper to be “marked” to reflect the Security Interest of Secured Party.

9

(dd) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory to the Secured Party, to be entered into and delivered to the Secured Party.

(ee) To the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying letter of credit to consent to an assignment of the proceeds thereof to the Secured Party.

(ff) To the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance satisfactory to the Secured Party.

(gg) If any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Party in a writing signed by such Debtor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party.

(hh) Debtor shall immediately provide written notice to the Secured Party of any and all accounts which arise out of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interest in such accounts and proceeds thereof, shall execute and deliver to the Secured Party an assignment of claims for such accounts and cooperate with the Secured Party in taking any other steps required, in their judgment, under the United States Federal Assignment of Claims Act or any similar government statute or rule to perfect or continue the perfected status of the Security Interest in such accounts and proceeds thereof.

(ii) Debtor shall cause each subsidiary of such Debtor to immediately become a party hereto (an “Additional Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Debtor. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to the Secured Party, the Additional Debtor shall be and become a

10

party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor.

(jj) In the event that, upon an occurrence of an Event of Default, Agent shall sell all or any of the Collateral to another party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Collateral, Debtor shall, to the extent applicable: (i) deliver to Agent or the Transferee, as the case may be, the memorandum of association, articles of incorporation, articles of association, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account, financial records and all other Organizational Documents and records of the Debtor and their direct and indirect subsidiaries; (ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtor and their direct and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit the sale of the Collateral to the Transferee or the purchase or retention of the Collateral by Agent and allow the Transferee or Agent to continue the business of the Debtor and their direct and indirect subsidiaries.

(kk) Without limiting the generality of the other obligations of the Debtor hereunder, Debtor shall promptly (i) cause to be registered in each relevant jurisdiction all of its material copyrights, (ii) cause the security interest contemplated hereby with respect to all Intellectual Property so registered to be duly recorded at the applicable office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license) or creates any additional material Intellectual Property.

(11) Debtor will from time to time, at the expense of the Secured Party, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

(mm) Schedule F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights, and domain names owned by any of the Debtor as of the date hereof. Schedule F lists all material licenses in favor of any Debtor for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks of the Debtor have been duly recorded under relevant and applicable law and all material copyrights of the Debtor have been duly recorded under relevant and applicable law.

11

(nn) None of the account Debtor or other persons or entities obligated on any of the Collateral is a governmental authority.

5. Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Agent’s rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.

6. Defaults. The following events shall be “Events of Default”:

(a) The occurrence of an Event of Default (as defined in the Note) under the Note;

(b) Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;

(c) The failure by any Debtor to observe or perform any of its obligations hereunder for ten (10) days after delivery to such Debtor of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and such Debtor is using best efforts to cure same in a timely fashion; or

(d) If a proceeding shall be commenced by any Debtor, or by any governmental authority having jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability of any provisions of this Agreement, or any Debtor shall deny that any Debtor has any liability or obligation purported to be created under this Agreement.

7. Duty To Hold In Trust.

(a) Upon notice of the occurrence of any Event of Default and at any time thereafter, Debtor shall, upon receipt of any revenue, income, dividend, interest or other sums subject to the Security Interest, whether payable pursuant to the Note or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party for application to the satisfaction of the Obligations.

12

(b) If any Debtor shall become entitled to receive or shall receive any property (including, without limitation, shares or instruments representing Collateral acquired after the date hereof, or any options, warrants, rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect subsidiaries) in respect of the Collateral (whether as an addition to, in substitution of, or in exchange for, such Collateral or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Party; (ii) hold the same in trust on behalf of and for the benefit of the Secured Party; and (iii) to deliver any and all certificates or instruments evidencing the same to Agent on or before the close of business on the fifth business day following the receipt thereof by such Debtor, in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement as Collateral.

8. Rights and Remedies Upon Default.

(a) Upon notice of the occurrence of any Event of Default and at any time thereafter, the Secured Party, acting through any agent appointed by them for such purpose, shall have the right to exercise all of the remedies conferred hereunder and under the Note, and the Secured Party shall have all the rights and remedies of a secured party under the applicable law. Without limitation, the Secured Party shall have the following rights and powers:

(i) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at such Debtor’s premises or elsewhere, and make available to the Secured Party, without rent, all of such Debtor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form.

(ii) Upon notice to the Debtor by Agent, all rights of Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owners thereof,

13

including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.

(iii) Upon notice to any Debtor, the Secured Party shall have the right to operate the business of Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released.

(iv) The Secured Party shall have the right (but not the obligation) to notify any account Debtor and any obligors under instruments or accounts to make payments directly to the Secured Party and to enforce the Debtor’ rights against such account Debtor and obligors.

(v) The Secured Party may (but are not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party or their designee.

(vi) The Secured Party may (but are not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor into the name of the Secured Party or any designee or any purchaser of any Collateral.

(b) The Agent may comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtor will only be credited with payments actually made by the purchaser. In addition, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder,

14

including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

(c) For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

9. Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations of the Secured Party (based on then-outstanding principal amounts of Note at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

11. Costs and Expenses. Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The Debtor shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest therein. The Debtor will also, upon demand, pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the

15

enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Note. Until so paid, any fees payable hereunder shall be added to the principal amount of the Note and shall bear interest at the Default Rate.

12. Responsibility for Collateral. The Debtor assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing, (a) neither the Agent nor the Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. Neither the Agent nor the Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or the Secured Party of any payment relating to any of the Collateral, nor shall the Agent or the Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or the Secured Party may be entitled at any time or times.

13. Security Interest Absolute. All rights of the Secured Party and all obligations of the Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. In the event that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have

16

been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy.

14. Term of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under the Note have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the Debtor contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.

15. Power of Attorney; Further Assurances.

(a) Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party and their respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against Debtor, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Secured Party, and at the expense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtor might or could do; and Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or

17

agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the applicable authorities.

(b) On a continuing basis, Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC.

(c) Debtor hereby irrevocably appoints the Secured Party as such Debtor’s attorney-in-fact, with full authority in the place and instead of such Debtor and in the name of such Debtor, from time to time in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Secured Party. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

16. Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase Agreement (as such term is defined in the Note).

17. Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder.

18. Appointment of Agent. The Secured Party hereby appoints the party designated in Annex B attached hereto (the “Agent”) to act as its agent for purposes of exercising any and all rights and remedies of the Secured Party hereunder. Such appointment shall continue until revoked in writing by the Secured Party, at which time

18

the Secured Party shall appoint a new Agent. The Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.

19. Miscellaneous.

(a) No course of dealing between the Debtor and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under the Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b) All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Note or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

(c) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement, no provision of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement and signed by the parties hereto.

(d) In the event any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, unless such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating the remaining portion of such provision or the other provisions of this Agreement and without affecting the validity or enforceability of such provision or the other provisions of this Agreement in any other jurisdiction.

(e) No waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or similar nature or otherwise.

(f) This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.

19

(g) Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement.

(h) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with Antigua and Barbuda law. Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and the Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the courts sitting in London, England. Debtor hereby irrevocably submits to the exclusive jurisdiction of the courts sitting in London, England for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

(i) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(j) All Debtor shall jointly and severally be liable for the obligations of Debtor to the Secured Party hereunder.

(k) Debtor shall indemnify, reimburse and hold harmless the Secured Party and its members, shareholders, officers, directors, employees and agents (collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in the Note or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.

20

(1) Nothing in this Agreement shall be construed to subject Agent or the Secured Party to liability as a partner in any Debtor or any if its direct or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that is a limited liability company, nor shall Agent or the Secured Party be deemed to have assumed any obligations under any partnership agreement or limited liability company agreement, as applicable, of any such Debtor or any if its direct or indirect subsidiaries or otherwise, unless and until the Secured Party exercises its right to be substituted for such Debtor as a partner or member, as applicable, pursuant hereto.

(m) To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance with any provisions of any of the Organizational Documents, the Debtor hereby grant such consent and approval and waive any such noncompliance with the terms of said documents.

[SIGNATURE PAGES FOLLOW]

21

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.

	DEBTOR:
M2 GLOBAL LTD.
By:	/s/ Michael A. Muscato
	Name: Michael A. Muscato
	Title: Chairman
	SECURED PARTY:
GLOBAL ASSET FUND LTD.
By:	/s/ Gary T. Hirst
	Name: Gary T. Hirst
	Title: President, Axiat, Inc., Investment Manager

22

SCHEDULE A

Principal Place of Business of Debtor:

M2 Global Ltd.

Old Parham Road

St. John’s, Antigua and Barbuda

Locations Where Collateral is Located or Stored:

M2 Global Ltd.

Old Parham Road

St. John’s, Antigua and Barbuda

23

SCHEDULE B

24

SCHEDULE C

United States Patent and Trademark Office

D.C. Recorder of Deeds

25

SCHEDULE D

Organizational Identification Numbers

Organizational identification numbers do not exist.

26

SCHEDULE E

Names; Mergers and Acquisitions

27

SCHEDULE F

Intellectual Property

U.S. Patent No. 5,930,474

Geomas®

Geotag®

When Where Matters™

28

EX-10.9

Exhibit 10.9

PROMISSORY NOTE

U.S. $25,000,000	Date: 16 April, 2009
	St. John’s, Antigua

FOR VALUE RECEIVED, the undersigned, M2 Global Ltd. (the “Issuer”), a company registered in Antigua and Barbuda, hereby promises to pay to European Securities Limited, a Marshall Islands company, or its assigns, the principal sum of Twenty-five Million Dollars ($25,000,000.00), together with interest thereon as follows: this promissory note (this “Note”) shall bear no interest through December 31, 2009; from January 1, 2010 until maturity this Note shall bear interest at the rate of Five Percent (5.00%) per annum.

The entire unpaid principal amount outstanding under this promissory note (this “Note”), together with interest thereon, shall be due and payable on 31 December 2015 (the “Maturity Date”). Interest is to be paid on the Maturity Date. Issuer may, at any time, prepay any or all of the principal or interest due under this Note without premium or penalty. Payments with respect to this Note are to be made in lawful money of the United States of America.

The entire unpaid principal amount outstanding under this Note, together with interest thereon, shall become immediately due and payable upon the insolvency of Issuer, the filing of a petition in bankruptcy by Issuer, the execution by Issuer of a general assignment for the benefit of creditors, or the filing by or against Issuer of a petition in bankruptcy or a petition for relief under the provisions of any country’s bankruptcy act or law for the relief of debtors and the continuation of such petition without dismissal for a period of 90 days or more. Any principal balance that is due but remains unpaid shall bear interest at the rate often percent (10%) until paid in fill.

The parties hereto hereby expressly waive presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest, and any other formality. This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to the principles or rules of conflicts of laws thereof to the extent that such principles or rules would require the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed and delivered as of the day and year first above written.

M2 GLOBAL LTD.

/s/ Michael A. Muscato

By: Michael A. Muscato, CEO

EX-10.10

Exhibit 10.10

PROMISSORY NOTE

U.S.$1,500,000.00	St. John’s, Antigua
	April 26, 2010

M2 Global Ltd., a company organized under the laws of Antigua (“Maker”), the principal office of which is located at Global Commerce Centre, Old Parham Road, St John’s Antigua, for value received by the Maker directly or received into the Staes & Scallan, P.C. Client Funds Account on behalf of Cityhub.com, Inc. hereby promises to pay to each of the individuals set forth in Schedule 1 attached hereto, or their respective registered assigns (each, a “Holder”), the sum set forth opposite such Holder’s name on Schedule 1 attached hereto, as set forth below, from the Net Proceeds resulting from activities relater the Maker’s monetization of its ‘474 Patent (“Maturity Event”). Maker will pursue all reasonable avenues to monetize the ‘474 Patent, including actions for patent infringement, and will seek to recover any and all damages for infringement by others of the ‘474 Patent. Such monetizing efforts also will include but are not limited to seeking licenses, and if it makes business sense, a total or partial sale of the ‘474 Patent. Collectively, all such monetizing efforts shall be referred to herein as the prosecution of the “Claim.” Maker agrees to pay, on a preferred basis, the holder from its share of the Net Proceeds collected from the prosecution of the Claim and will issue written instruction, the form of which is in Schedule 2, to the Maker’s lawyers Friedman, Suder & Cooke, Tindall Square Warehouse No. 1,604 E. 4th Street, Suite 200, Fort Worth, TX 76102 (“Suder”) instructing Suder to pay the Holder directly, in a priority over the Maker, from the Net Proceeds until such a time as the sum set on Schedule 1 is repaid in full. Net Proceeds shall mean the gross amounts received from the prosecution of the Claim, less the payment of attorneys’ fees, reasonable and necessary Claim-related expenses, including expert witness fees for any experts selected by Maker, and court costs incurred in the prosecution of the Claim.

Initially capitalized terms herein which are not otherwise defined shall have the meaning ascribed to said terms in the Stock Purchase Agreement and Security Agreement, as applicable. Except as otherwise set forth herein, payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Payment. Payment shall be made in accordance with the following provisions:

1.1 The Note shall bear no interest. In lieu of interest, however, the Maker agrees to issue the Maker 300,000 shares of the Maker’s common stock.

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), Maker agrees to give the Holder

prompt written notice of such event. The Holder shall have the optional right to declare the amount of the total unpaid balance hereto to be due and forthwith payable in advance of the Maturity Event of any sum due or installment, as fixed herein, upon the occurrence of any of the events set forth in this Section 2. Forbearance to exercise this option with respect to any failure or breach of the undersigned shall not constitute a waiver of the rights to any continuing failure or breach or any subsequent failure or breach. Exercise of this option shall be without notice to the undersigned, notice of such exercise being hereby expressly waived. The following shall be considered Events of Default:

2.1 Any breach by Maker of any material representation, warranty or covenant in this Note, that, in the event of any such breach, such breach shall not have been cured by Maker, as the case may be, within ten (10) days after the earlier to occur of (a) written notice to Maker of such breach, and (b) Maker’s knowledge of such breach; or

2.2 The institution by Maker of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or other similar law of any Governmental Authority, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Maker, or of any substantial part of their respective property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by Maker in furtherance of any such action; or

2.3 lf within thirty (30) days after the commencement of an action against Maker seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Maker, as the case may be, or all orders or proceedings thereunder affecting the operations or the business of Maker, as the case may be, stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of Maker, as the case may be, of any trustee, receiver or liquidator of Maker or of all or any substantial part of the respective properties of Maker, such appointment shall not have been vacated;

2.4 Any merger or change in control of the Maker;

2.5 Any declared default of Maker under any other indebtedness that gives the holder thereof the right to accelerate such indebtedness.

3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty or premium. If this Note provides for installment payments of principal, prepayment of principal payments shall apply in the inverse order such installment payments are due, applying first to the last principal installment payment due hereunder. Permitted partial prepayments shall not affect or vary the duty of the undersigned to pay all obligations when due and they shall not affect or impair the right of the Holder to pursue all remedies available to it hereunder under this Note or under any Transaction Documents.

2

4. Assignment. The rights and obligations of the Maker and the Holder under this Note shall be binding upon and benefit the successors and assigns of the parties. This Note may not be assigned or transferred by the parties except in accordance with the terms hereof.

5. Amendment. Any provision of this Note may be amended or modified upon the written consent of the Maker and the Holder.

6. Notices. All notices, requests, consents and other communications under this Note shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to Maker:

	M2 Global Ltd. P.O. Box 1348 St. John’s Antigua, WI Attention: Darren Rennick, President Facsimile: (268) 460-8982
If to Holder:
	ICA Trust #2 Attn: Robert Morley 1515 International Parkway Suite 2031 Lake Mary FL 32746

Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.

7. No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Maker or any other matters or any rights whatsoever as a stockholder of Maker; and no dividends shall be payable or accrued in respect of this Note or the Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.

8. Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder hereunder for the loan, use, forbearance or

3

detention of money exceed that permissible under applicable law. If at any time the performance of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively. ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of Maker and the Holder that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this Section 8 shall never be superseded or waived and shall control every other provision of this Note and all other agreements and instruments between the Maker and the Holder entered into in connection with this Note.

9. Collection Costs. The Maker shall pay the Holder all costs it may incur in connection with the collection of amounts due under this Note, including but not limited to attorneys’ fees, whether incurred prior to the filing of a legal action, during arbitration, during enforcement, or in bankruptcy.

10. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of Antigua and Barbuda (without reference to the conflicts of law provisions thereof). By execution and delivery of this Note, each of the parties submits to the exclusive jurisdiction, including both personal and subject matter jurisdiction, of Antigua and Barbuda as the exclusive and proper forum in which to adjudicate any case or controversy arising hereunder. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law.

11. Heading: References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver. Maker hereby waives demand, notice, presentment, protest and notice of dishonor

IN WITNESS WHEREOF, Maker has caused this Note to be issued this 26th day of April, 2010.

M2 GLOBAL LTD.
By:	/s/ Darren Rennick
Name:	Darren Rennick
Title:	President

4

SCHEDULE 1

Name and Address of Holder	Principal Amount Owned
ICA Trust #2	$	1,500,000.00

5

SCHEDULE 2

M2 Global Ltd.

P.O. Box 1348

St. John’s Antigua, WI

Facsimile: (268) 460-8982

Jon Suder

Friendman, Suder & Cooke, Tindall Square Warehouse

No. 1, 604 E. 4th Street, Suite 200

Fort Worth, TX 76102

April     , 2010

Dear Mr. Suder,

Pursuant to the attached Promissory Note between M2 Global and ICA Trust #2 please accept this letter as instruction to forward to ICA Trust #2 any net proceeds resulting from ‘474 related activity, up to a total of $1,500,000, that otherwise would have been distributed in M2 Global. ‘474 distributions direct to M2 Global can resume after the $1,500,000 owed by M2 to ICA Trust #2 has been repaid in full.

Sincerely,

Darren Rennick

M2 Global Ltd.

6

EX-10.11

Exhibit 10.11

PROMISSORY NOTE

U.S.$400,000.00	St. John’s, Antigua
	July 1, 2010

Ubixo Limited a company organized under the laws of Antigua (“Maker”), the principal office of which is located at Global Commerce Centre, Old Parham Road, St John’s Antigua, for value received by the Maker hereby promises to pay to each of the individuals set forth in Schedule 1 attached hereto, or their respective registered assigns (each, a “Holder”), the sum set forth opposite such Holder’s name on Schedule 1 attached hereto, as set forth below, from the Net Proceeds resulting from activities relater the Maker’s monetization of its ‘474 Patent (“Maturity Event”). Maker will pursue all reasonable avenues to monetize the ‘474 Patent, including actions for patent infringement, and will seek to recover any and all damages for infringement by others of the ‘474 Patent. Such monetizing efforts also will include but are not limited to seeking licenses, and if it makes business sense, a total or partial sale of the ‘474 Patent. Collectively, all such monetizing efforts shall be referred to herein as the prosecution of the “Claim.” Maker agrees to pay, on a preferred basis but subordinate to a similar note between the Maker and ICA Trust #2, the holder from its share of the Net Proceeds collected from the prosecution of the Claim and will issue written instruction, the form of which is in Schedule 2, to the Maker’s lawyers Friedman, Suder & Cooke, Tindall Square Warehouse No. 1, 604 E. 4th Street, Suite 200, Fort Worth, TX 76102 (“Suder”) instructing Suder to pay the Holder directly, in a priority over the Maker, from the Net Proceeds until such a time as the sum set on Schedule 1 is repaid in full. Net Proceeds shall mean the gross amounts received from the prosecution of the Claim, less the payment of attorneys’ fees, reasonable and necessary Claim-related expenses, including expert witness fees for any experts selected by Maker, and court costs incurred in the prosecution of the Claim.

Initially capitalized terms herein which are not otherwise defined shall have the meaning ascribed to said terms in the Stock Purchase Agreement and Security Agreement, as applicable. Except as otherwise set forth herein, payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Payment. Payment shall be made in accordance with the following provisions:

1.1 The Note shall bear no interest. In lieu of interest, however, the Maker agrees to issue the Holder 500,000 shares of the Maker’s common stock.

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), Maker agrees to give the Holder

prompt written notice of such event. The Holder shall have the optional right to declare the amount of the total unpaid balance hereto to be due and forthwith payable in advance of the Maturity Event of any sum due or installment, as fixed herein, upon the occurrence of any of the events set forth in this Section 2. Forbearance to exercise this option with respect to any failure or breach of the undersigned shall not constitute a waiver of the rights to any continuing failure or breach or any subsequent failure or breach. Exercise of this option shall be without notice to the undersigned, notice of such exercise being hereby expressly waived. The following shall be considered Events of Default:

2.1 Any breach by Maker of any material representation, warranty or covenant in this Note, that, in the event of any such breach, such breach shall not have been cured by Maker, as the case may be, within ten (10) days after the earlier to occur of (a) written notice to Maker of such breach, and (b) Maker’s knowledge of such breach; or

2.2 The institution by Maker of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or other similar law of any Governmental Authority, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Maker, or of any substantial part of their respective property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by Maker in furtherance of any such action; or

2.3 If, within thirty (30) days after the commencement of an action against Maker seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Maker, as the case may be, or all orders or proceedings thereunder affecting the operations or the business of Maker, as the case may be, stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of Maker, as the case may be, of any trustee, receiver or liquidator of Maker or of all or any substantial part of the respective properties of Maker, such appointment shall not have been vacated;

2.4 Any merger or change in control of the Maker;

2.5 Any declared default of Maker under any other indebtedness that gives the holder thereof the right to accelerate such indebtedness.

3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty or premium. If this Note provides for installment payments of principal, prepayment of principal payments shall apply in the inverse order such installment payments are due, applying first to the last principal installment payment due hereunder. Permitted partial prepayments shall not affect or vary the duty of the undersigned to pay all obligations when due and they shall not affect or impair the right of the Holder to pursue all remedies available to it hereunder under this Note or under any Transaction Documents.

2

4. Assignment. The rights and obligations of the Maker and the Holder under this Note shall be binding upon and benefit the successors and assigns of the parties. This Note may not be assigned or transferred by the parties except in accordance with the terms hereof.

5. Amendment. Any provision of this Note may be amended or modified upon the written consent of the Maker and the Holder.

6. Notices. All notices, requests, consents and other communications under this Note shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to Maker:

	Ubixo Limited
	P.O. Box 1348
	St. John’s Antigua, WI
	Attention: Antony Norris, CEO
	Facsimile: (268) 460-8982
If to Holder:
	MKL Consulting Ltd.
	Attn: Darren Rennick
	PO Box 1348 St John’s Antigua
	Facsimile: (268) 460-8982

Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.

7. No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Maker or any other matters or any rights whatsoever as a stockholder of Maker; and no dividends shall be payable or accrued in respect of this Note or the Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.

8. Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder hereunder for the loan, use, forbearance or detention of money exceed that permissible under applicable law. If at any time the performance

3

of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of Maker and the Holder that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this Section 8 shall never be superseded or waived and shall control every other provision of this Note and all other agreements and instruments between the Maker and the Holder entered into in connection with this Note.

9. Collection Costs. The Maker shall pay the Holder all costs it may incur in connection with the collection of amounts due under this Note, including but not limited to attorneys’ fees, whether incurred prior to the filing of a legal action, during arbitration, during enforcement, or in bankruptcy.

10. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of Antigua and Barbuda (without reference to the conflicts of law provisions thereof). By execution and delivery of this Note, each of the parties submits to the exclusive jurisdiction, including both personal and subject matter jurisdiction, of Antigua and Barbuda as the exclusive and proper forum in which to adjudicate any case or controversy arising hereunder. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law.

11. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver. Maker hereby waives demand, notice, presentment, protest and notice of dishonor.

IN WITNESS WHEREOF, Maker has caused this Note to be issued this 1st day of July, 2010.

Ubixo Limited
By:	/s/ Darren Rennick
Name:	Darren Rennick
Title:	President

4

SCHEDULE 1

Name and Address of Holder	Principal Amount Owned
MKL Consulting Ltd.	$	400,000.00

5

SCHEDULE 2

M2 Global Ltd.

P.O. Box 1348

St. John’s Antigua, WI

Facsimile: (268) 460-8982

Jon Suder

Friendman, Suder & Cooke, Tindall Square Warehouse

No. 1, 604 E. 4th Street, Suite 200

Fort Worth, TX 76102

May     , 2010

Dear Mr. Suder,

Pursuant to the attached Promissory Note between Ubixo Limited (“Ubixo”) and MKL Consulting Ltd. (“MKL”) please accept this letter as instruction to forward to MKL any net proceeds resulting from ‘474 related activity, up to a total of $400,000.00, that otherwise would have been distributed to Ubixo. ‘474 distributions direct to Ubixo can resume after the $400,000.00 owed by Ubixo to MKL has been repaid in full. This obligation is subordinate to a similar arrangement between Ubixo and ICA Trust #2.

Sincerely,

Antony Norris

Ubixo Limited

6

EX-10.12

Exhibit 10.12

PROMISSORY NOTE

U.S.$100,000.00	St. John’s, Antigua
	July 1, 2010

Ubixo Limited, a company organized under the laws of Antigua (“Maker”), the principal office of which is located at Global Commerce Centre, Old Parham Road, St John’s Antigua, for value received by the Maker hereby promises to pay to each of the individuals set forth in Schedule 1 attached hereto, or their respective registered assigns (each, a “Holder”), the sum set forth opposite such Holder’s name on Schedule 1 attached hereto, as set forth below, from the Net Proceeds resulting from activities relater the Maker’s monetization of its ‘474 Patent (“Maturity Event”). Maker will pursue all reasonable avenues to monetize the ‘474 Patent, including actions for patent infringement, and will seek to recover any and all damages for infringement by others of the ‘474 Patent. Such monetizing efforts also will include but are not limited to seeking licenses, and if it makes business sense, a total or partial sale of the ‘474 Patent. Collectively, all such monetizing efforts shall be referred to herein as the prosecution of the “Claim.” Maker agrees to pay, on a preferred basis but subordinate to a similar note between the Maker and ICA Trust #2, the holder from its share of the Net Proceeds collected from the prosecution of the Claim and will issue written instruction, the form of which is in Schedule 2, to the Maker’s lawyers Friedman, Suder & Cooke, Tindall Square Warehouse No. 1, 604 E. 4th Street, Suite 200, Fort Worth, TX 76102 (“Suder”) instructing Suder to pay the Holder directly, in a priority over the Maker, from the Net Proceeds until such a time as the sum set on Schedule 1 is repaid in full. Net Proceeds shall mean the gross amounts received from the prosecution of the Claim, less the payment of attorneys’ fees, reasonable and necessary Claim-related expenses, including expert witness fees for any experts selected by Maker, and court costs incurred in the prosecution of the Claim.

Initially capitalized terms herein which are not otherwise defined shall have the meaning ascribed to said terms in the Stock Purchase Agreement and Security Agreement, as applicable. Except as otherwise set forth herein, payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Payment. Payment shall be made in accordance with the following provisions:

1.1 The Note shall bear no interest. In lieu of interest, however, the Maker agrees to issue the Holder 20,000 shares of the Maker’s common stock.

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), Maker agrees to give the Holder

prompt written notice of such event. The Holder shall have the optional right to declare the amount of the total unpaid balance hereto to be due and forthwith payable in advance of the Maturity Event of any sum due or installment, as fixed herein, upon the occurrence of any of the events set forth in this Section 2. Forbearance to exercise this option with respect to any failure or breach of the undersigned shall not constitute a waiver of the rights to any continuing failure or breach or any subsequent failure or breach. Exercise of this option shall be without notice to the undersigned, notice of such exercise being hereby expressly waived. The following shall be considered Events of Default:

2.1 Any breach by Maker of any material representation, warranty or covenant in this Note, that, in the event of any such breach, such breach shall not have been cured by Maker, as the case may be, within ten (10) days after the earlier to occur of (a) written notice to Maker of such breach, and (b) Maker’s knowledge of such breach; or

2.2 The institution by Maker of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or other similar law of any Governmental Authority, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Maker, or of any substantial part of their respective property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by Maker in furtherance of any such action; or

2.3 If, within thirty (30) days after the commencement of an action against Maker seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Maker, as the case may be, or all orders or proceedings thereunder affecting the operations or the business of Maker, as the case may be, stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of Maker, as the case may be, of any trustee, receiver or liquidator of Maker or of all or any substantial part of the respective properties of Maker, such appointment shall not have been vacated;

2.4 Any merger or change in control of the Maker;

2.5 Any declared default of Maker under any other indebtedness that gives the holder thereof the right to accelerate such indebtedness.

3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty or premium. If this Note provides for installment payments of principal, prepayment of principal payments shall apply in the inverse order such installment payments are due, applying first to the last principal installment payment due hereunder. Permitted partial prepayments shall not affect or vary the duty of the undersigned to pay all obligations when due and they shall not affect or impair the right of the Holder to pursue all remedies available to it hereunder under this Note or under any Transaction Documents.

2

4. Assignment. The rights and obligations of the Maker and the Holder under this Note shall be binding upon and benefit the successors and assigns of the parties. This Note may not be assigned or transferred by the parties except in accordance with the terms hereof.

5. Amendment. Any provision of this Note may be amended or modified upon the written consent of the Maker and the Holder.

6. Notices. All notices, requests, consents and other communications under this Note shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to Maker:
	Ubixo Limited
	P.O. Box 1348
	St. John’s Antigua, WI
	Attention: Darren Rennick, President
	Facsimile: (268) 460-8982
If to Holder:
	Global Asset Fund Ltd.
	69 Dr Roy’s Drive
	George Town KY1-1102
	Grand Cayman
	Cayman Islands

Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.

7. No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Maker or any other matters or any rights whatsoever as a stockholder of Maker; and no dividends shall be payable or accrued in respect of this Note or the Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.

8. Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall

3

the amount paid or agreed to be paid to the Holder hereunder for the loan, use, forbearance or detention of money exceed that permissible under applicable law. If at any time the performance of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of Maker and the Holder that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this Section 8 shall never be superseded or waived and shall control every other provision of this Note and all other agreements and instruments between the Maker and the Holder entered into in connection with this Note.

9. Collection Costs. The Maker shall pay the Holder all costs it may incur in connection with the collection of amounts due under this Note, including but not limited to attorneys’ fees, whether incurred prior to the filing of a legal action, during arbitration, during enforcement, or in bankruptcy.

10. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of Antigua and Barbuda (without reference to the conflicts of law provisions thereof). By execution and delivery of this Note, each of the parties submits to the exclusive jurisdiction, including both personal and subject matter jurisdiction, of Antigua and Barbuda as the exclusive and proper forum in which to adjudicate any case or controversy arising hereunder. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law.

11. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver. Maker hereby waives demand, notice, presentment, protest and notice of dishonor.

IN WITNESS WHEREOF, Maker has caused this Note to be issued this 1st day of July, 2010.

Ubixo Limited
By:	/s/ Darren Rennick
Name:	Darren Rennick
Title:	President

4

SCHEDULE 1

Name and Address of Holder	Principal Amount Owned
Global Asset Fund Ltd.	$	100,000.00

5

SCHEDULE 2

Ubixo Limited

P.O. Box 1348

St. John’s Antigua, WI

Facsimile: (268) 460-8982

Jon Suder

Friendman, Suder & Cooke, Tindall Square Warehouse

No. 1, 604 E. 4th Street, Suite 200

Fort Worth, TX 76102

May     , 2010

Dear Mr. Suder,

Pursuant to the attached Promissory Note between Ubixo Limited and l please accept this letter as instruction to forward to l any net proceeds resulting from ‘474 related activity, up to a total of $130,000.00, that otherwise would have been distributed to Ubixo Limited. ‘474 distributions direct to Ubixo can resume after the $130,000.00 owed by Ubixo to l has been repaid in full. This obligation is subordinate to a similar arrangement between Ubixo and ICA Trust #2.

Sincerely,

Darren Rennick

Ubixo Limited

6

EX-10.13

Exhibit 10.13

PROMISSORY NOTE

U.S.$130,000.00	St. John’s, Antigua
	July 1, 2010

Ubixo Limited, a company organized under the laws of Antigua (“Maker”), the principal office of which is located at Global Commerce Centre, Old Parham Road, St John’s Antigua, for value received by the Maker hereby promises to pay to each of the individuals set forth in Schedule 1 attached hereto, or their respective registered assigns (each, a “Holder”), the sum set forth opposite such Holder’s name on Schedule 1 attached hereto, as set forth below, from the Net Proceeds resulting from activities relater the Maker’s monetization of its ‘474 Patent (“Maturity Event”). Maker will pursue all reasonable avenues to monetize the ‘474 Patent, including actions for patent infringement, and will seek to recover any and all damages for infringement by others of the ‘474 Patent. Such monetizing efforts also will include but are not limited to seeking licenses, and if it makes business sense, a total or partial sale of the ‘474 Patent. Collectively, all such monetizing efforts shall be referred to herein as the prosecution of the “Claim.” Maker agrees to pay, on a preferred basis but subordinate to a similar note between the Maker and ICA Trust #2, the holder from its share of the Net Proceeds collected from the prosecution of the Claim and will issue written instruction, the form of which is in Schedule 2, to the Maker’s lawyers Friedman, Suder & Cooke, Tindall Square Warehouse No. 1, 604 E. 4th Street, Suite 200, Fort Worth, TX 76102 (“Suder”) instructing Suder to pay the Holder directly, in a priority over the Maker, from the Net Proceeds until such a time as the sum set on Schedule 1 is repaid in full. Net Proceeds shall mean the gross amounts received from the prosecution of the Claim, less the payment of attorneys’ fees, reasonable and necessary Claim-related expenses, including expert witness fees for any experts selected by Maker, and court costs incurred in the prosecution of the Claim.

Initially capitalized terms herein which are not otherwise defined shall have the meaning ascribed to said terms in the Stock Purchase Agreement and Security Agreement, as applicable. Except as otherwise set forth herein, payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Payment. Payment shall be made in accordance with the following provisions:

1.1 The Note shall bear no interest. In lieu of interest, however, the Maker agrees to issue the Holder 26,000 shares of the Maker’s common stock.

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), Maker agrees to give the Holder

prompt written notice of such event. The Holder shall have the optional right to declare the amount of the total unpaid balance hereto to be due and forthwith payable in advance of the Maturity Event of any sum due or installment, as fixed herein, upon the occurrence of any of the events set forth in this Section 2. Forbearance to exercise this option with respect to any failure or breach of the undersigned shall not constitute a waiver of the rights to any continuing failure or breach or any subsequent failure or breach. Exercise of this option shall be without notice to the undersigned, notice of such exercise being hereby expressly waived. The following shall be considered Events of Default:

2.1 Any breach by Maker of any material representation, warranty or covenant in this Note, that, in the event of any such breach, such breach shall not have been cured by Maker, as the case may be, within ten (10) days after the earlier to occur of (a) written notice to Maker of such breach, and (b) Maker’s knowledge of such breach; or

2.2 The institution by Maker of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or other similar law of any Governmental Authority, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Maker, or of any substantial part of their respective property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by Maker in furtherance of any such action; or

2.3 If, within thirty (30) days after the commencement of an action against Maker seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Maker, as the case may be, or all orders or proceedings thereunder affecting the operations or the business of Maker, as the case may be, stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of Maker, as the case may be, of any trustee, receiver or liquidator of Maker or of all or any substantial part of the respective properties of Maker, such appointment shall not have been vacated;

2.4 Any merger or change in control of the Maker;

2.5 Any declared default of Maker under any other indebtedness that gives the holder thereof the right to accelerate such indebtedness.

3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty or premium. If this Note provides for installment payments of principal, prepayment of principal payments shall apply in the inverse order such installment payments are due, applying first to the last principal installment payment due hereunder. Permitted partial prepayments shall not affect or vary the duty of the undersigned to pay all obligations when due and they shall not affect or impair the right of the Holder to pursue all remedies available to it hereunder under this Note or under any Transaction Documents.

2

4. Assignment. The rights and obligations of the Maker and the Holder under this Note shall be binding upon and benefit the successors and assigns of the parties. This Note may not be assigned or transferred by the parties except in accordance with the terms hereof.

5. Amendment. Any provision of this Note may be amended or modified upon the written consent of the Maker and the Holder.

6. Notices. All notices, requests, consents and other communications under this Note shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to Maker:
	Ubixo Limited
	P.O. Box 1348
	St. John’s Antigua, WI
	Attention: Darren Rennick, President
	Facsimile: (268) 460-8982
If to Holder:
	Allied Provident Insurance Inc.
	CGI Tower, 2nd Floor, Warren, St, Michael
	BB22026, Barbados
	FAX: (246) 421-8547

Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.

7. No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Maker or any other matters or any rights whatsoever as a stockholder of Maker; and no dividends shall be payable or accrued in respect of this Note or the Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.

8. Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder hereunder for the loan, use, forbearance or

3

detention of money exceed that permissible under applicable law. If at any time the performance of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of Maker and the Holder that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this Section 8 shall never be superseded or waived and shall control every other provision of this Note and all other agreements and instruments between the Maker and the Holder entered into in connection with this Note.

9. Collection Costs. The Maker shall pay the Holder all costs it may incur in connection with the collection of amounts due under this Note, including but not limited to attorneys’ fees, whether incurred prior to the filing of a legal action, during arbitration, during enforcement, or in bankruptcy.

10. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of Antigua and Barbuda (without reference to the conflicts of law provisions thereof). By execution and delivery of this Note, each of the parties submits to the exclusive jurisdiction, including both personal and subject matter jurisdiction, of Antigua and Barbuda as the exclusive and proper forum in which to adjudicate any case or controversy arising hereunder. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law.

11. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver. Maker hereby waives demand, notice, presentment, protest and notice of dishonor.

IN WITNESS WHEREOF, Maker has caused this Note to be issued this 1st day of July, 2010.

Ubixo Limited
By:	/s/ Darren Rennick
Name: Darren Rennick
Title: President

4

SCHEDULE 1

Name and Address of Holder	Principal Amount Owned
Allied Provident Insurance Inc.	$	130,000.00

5

SCHEDULE 2

Ubixo Limited

P.O. Box 1348

St. John’s Antigua, WI

Facsimile: (268) 460-8982

Jon Suder

Friendman, Suder & Cooke, Tindall Square Warehouse

No. 1, 604 E. 4th Street, Suite 200

Fort Worth, TX 76102

May     , 2010

Dear Mr. Suder,

Pursuant to the attached Promissory Note between Ubixo Limited and l please accept this letter as instruction to forward to l any net proceeds resulting from ‘474 related activity, up to a total of $130,000.00, that otherwise would have been distributed to Ubixo Limited. ‘474 distributions direct to Ubixo can resume after the $130,000.00 owed by Ubixo to l has been repaid in full. This obligation is subordinate to a similar arrangement between Ubixo and ICA Trust #2.

Sincerely,

Darren Rennick

Ubixo Limited

6

EX-10.14

Exhibit 10.14

PROMISSORY NOTE

U.S.$400,000.00 St John’s Antigua July 10, 2010

Ubixo Limited a company organized under the laws of Antigua (“Maker”), the principal office of which is located at Global Commerce Centre, Old Parham Road, St John’s Antigua. for value received by the Maker hereby promises to pay to each of the individuals set forth in Schedule 1 attached hereto, or their respective registered assigns (each, a “Holder”), the sum set forth opposite such Holder’s name on Schedule 1 attached hereto, as set forth below, from the Net Proceeds resulting from activities relater the Maker’s monetization of its ‘474 Patent (“Maturity Event”). Maker will pursue all reasonable avenues to monetize the ‘474 Patent. including actions for patent infringement, and will seek to recover any and all damages for infringement by others of the ‘474 Patent. Such monetizing efforts also will include but are not limited to seeking licenses, and if it makes business sense, a total or partial sale of the ‘474 Patent. Collectively, all such monetizing efforts shall be referred to herein as the prosecution of the “Claim.” Maker agrees to pay, on a preferred basis but subordinate to a similar note between the Maker and ICA Trust #2, the holder from its share of the Net Proceeds collected from the prosecution of the Claim and will issue written instruction, the form of which is in Schedule 2, to the Maker’s lawyers Friedman, Suder & Cooke, Tindall Square Warehouse No. 1, 604 E. 4th Street, Suite 200, Fort Worth, TX 76102 (“Suder”) instructing Suder to pay the Holder directly, in a priority over the Maker, from the Net Proceeds until such a time as the sum set on Schedule 1 is repaid in full. Net Proceeds shall mean the gross amounts received from the prosecution of the Claim, less the payment of attorneys’ fees, reasonable and necessary Claim-related expenses, including expert witness fees for any experts selected by Maker, and court costs incurred in the prosecution of the Claim.

Initially capitalized terms herein which are not otherwise defined shall have the meaning ascribed to said terms in the Stock Purchase Agreement and Security Agreement. as applicable. Except as otherwise set forth herein, payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Payment. Payment shall be made in accordance with the following provisions:

1.1 The Note shall bear no interest.

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), Maker agrees to give the Holder prompt written notice of such event. The Holder shall have the optional right to declare the

amount of the total unpaid balance hereto to be due and forthwith payable in advance of the Maturity Event of any sum due or installment, as fixed herein, upon the occurrence of any of the events set forth in this Section 2. Forbearance to exercise this option with respect to any failure or breach of the undersigned shall not constitute a waiver of the rights to any continuing failure or breach or any subsequent failure or breach. Exercise of this option shall be without notice to the undersigned, notice of such exercise being hereby expressly waived. The following shall be considered Events of Default:

2.1 Any breach by Maker of any material representation, warranty or covenant in this Note, that, in the event of any such breach, such breach shall not have been cured by Maker, as the case may be, within ten (10) days after the earlier to occur of (a) written notice to Maker of such breach, and (b) Maker’s knowledge of such breach; or

2.2 The institution by Maker of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or other similar law of any Governmental Authority, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Maker, or of any substantial part of their respective property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by Maker in furtherance of any such action; or

2.3 If, within thirty (30) days after the commencement of an action against Maker seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Maker, as the case may be, or all orders or proceedings thereunder affecting the operations or the business of Maker, as the case may be, stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of Maker, as the case may be, of any trustee, receiver or liquidator of Maker or of all or any substantial part of the respective properties of Maker, such appointment shall not have been vacated;

2.4 Any merger or change in control of the Maker;

2.5 Any declared default of Maker under any other indebtedness that gives the holder thereof the right to accelerate such indebtedness.

3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty or premium. If this Note provides for installment payments of principal, prepayment of principal payments shall apply in the inverse order such installment payments arc due, applying first to the last principal installment payment due hereunder. Permitted partial prepayments shall not affect or vary the duty of the undersigned to pay all obligations when due and they shall not affect or impair the right of the Holder to pursue all remedies available to it hereunder under this Note or under any Transaction Documents.

2

4. Assignment. The rights and obligations of the Maker and the Holder under this Note shall be binding upon and benefit the successors and assigns of the parties. This Note may not be assigned or transferred by the parties except in accordance with the terms hereof.

5. Amendment. Any provision of this Note may be amended or modified upon the written consent of the Maker and the Holder.

6. Notices. All notices, requests, consents and other communications under this Note shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to Maker:

	Ubixo Limited P.O. Box 1348 St. John’s Antigua. WI Attention: Antony Norris, CEO Facsimile: (268) 460-8982
If to Holder:
	MKL Consulting Ltd. Attn: Darren Rennick PO Box 1348 St John’s Antigua Facsimile: (268) 460-8982

Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.

7. No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Maker or any other matters or any rights whatsoever as a stockholder of Maker; and no dividends shall be payable or accrued in respect of this Note or the Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.

8. Usury. This Note is hereby expressly limited so that in no event whatsoever. whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder hereunder for the loan, use. forbearance or detention of money exceed that permissible under applicable law. If at any time the performance

3

of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of Maker and the Holder that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this Section 8 shall never be superseded or waived and shall control every other provision of this Note and all other agreements and instruments between the Maker and the Holder entered into in connection with this Note.

9. Collection Costs. The Maker shall pay the Holder all costs it may incur in connection with the collection of amounts due under this Note, including but not limited to attorneys’ fees, whether incurred prior to the filing of a legal action, during arbitration, during enforcement, or in bankruptcy.

10. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of Antigua and Barbuda (without reference to the conflicts of law provisions thereof). By execution and delivery of this Note, each of the parties submits to the exclusive jurisdiction, including both personal and subject matter jurisdiction, of Antigua and Barbuda as the exclusive and proper forum in which to adjudicate any case or controversy arising hereunder. Each party hereto irrevocably waives any objection on the grounds of venue. forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law.

11. Heading References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver. Maker hereby waives demand, notice, presentment, protest and notice of dishonor.

IN WITNESS WHEREOF, Maker has caused this Note to be issued this 10th day of July, 2010.

Ubixo Limited
By:	/s/ Darren Rennick
Name:	Darren Rennick
Title:	President

4

SCHEDULE 1

Name and Address of Holder	Principal Amount Owned
MKL Consulting Ltd.	$	400,000.00

5

SCHEDULE 2

M2 Global Ltd.

P.O. Box 1348

St. John’s Antigua. WI

Facsimile: (268) 460-8982

Jon Suder

Friendman, Suder & Cooke, Tindall Square Warehouse

No. 1,604 E. 4th Street, Suite 200

Fort Worth, TX 76102

May     , 2010

Dear Mr. Suder,

Pursuant to the attached Promissory Note between Ubixo Limited (“Ubixo”) and MKI. Consulting Ltd. (“MKL”) please accept this letter as instruction to forward to MKL any net proceeds resulting from ‘474 related activity, up to a total of $400,000, that otherwise would have been distributed to Ubixo. ‘474 distributions direct to Ubixo can resume after the $400,000.00 owed by Ubixo to MKL has been repaid in full. This obligation is subordinate to a similar arrangement between Ubixo and ICA Trust #2.

Sincerely,

Antony Norris

Ubixo Limited

6

EX-10.15

Exhibit 10.15

MERIDIAN BUSINESS CENTERS

OFFICE SERVICE AGREEMENT

This Office Service Agreement (this “Agreement”) is entered into this 20^th day of July, 2010, by and between MERIDIAN BUSINESS CENTERS-DEVELOPMENT-COMPANY, LLC (hereinafter “Meridian”) and GEOTAG INC. (hereinafter “Client”). This Agreement is for an initial term of twelve (12) months, commencing on September 1, 2010 and ending on August 31, 2011.

1. Use of Office Space. During the term of this Agreement, Client may have the exclusive use of Office Number 42 located at 555 Republic Drive, 2^nd Floor, Plano, TX 75074 (hereinafter “Business Center”).

2. “Contract Charges”. Client will pay to Meridian Three Hundred Ninety Five Dollars ($395.00) per month for Office Usage, Telecommunications, High Speed Internet, and Business Services Package including:

• one (1) digital telephone handset(s), one (1) digital voice telephone line(s) with two (2) additional rollover lines, and one (1) 24-hour voicemail box(es).

• High-Speed Internet for one (1) user(s)/computer(s).

• a furniture package including one (1) desk, one (1) executive chair

• use of address and mail receipt.

• access to office, conference rooms, kitchen facilities, utilities including electricity and plumbing.

Note: Contract Charges may increase as Client requests additional technology, furniture, equipment or services.

Note: Meridian agrees to provide services at 555 Republic Drive, 2^nd Floor, Plano, TX 75074, under this Service Agreement consisting of one (1) phone line by passing the switchboard and ringing directly to voicemail, and accepting and retaining mail for Client pickup and providing up to zero (0) hours per month of conference room scheduling on a first come, first serve basis and upon availability during normal business hours five (5) days per week (Monday through Friday, excluding Holidays, 8:30am – 5:00pm CST) at the rate of Ninety Five Dollars ($95.00) per month beginning July 26, 2010 until the commencement date of this Service Agreement.

3. “Services Retainer.” An amount equal to Three Hundred Ninety Five Dollars ($395.00) is payable by Client to Meridian at the time of execution of this Agreement by Client, as a Services Retainer for the performance by Client of Client’s covenants and obligations under this Agreement, it being expressly understood that such retainer shall not be considered an advance payment of the last or any month’s Contract Charges, or rental or a measure of Client’s damages in case of default by Client. The Services Retainer will not be kept in a separate account from other funds of Meridian. The Services Retainer may be applied to outstanding charges, or to repair damages to office at any time at Meridian’s sole discretion. Meridian has the right to require that Client replace the Services Retainer funds that Meridian applies to Client’s charges. If Client commits any Event of Default, then Meridian may retain the Services Retainer in partial satisfaction of its damages. If Client is not then in default hereunder, any remaining balance of such Services Retainer less One Hundred Ninety-Five Dollars ($195.00) per office for standard painting and carpet cleaning shall be returned by Meridian to Client within sixty (60) days after termination of this Agreement. Client acknowledges inspection of the office and that there are no holes, stains or other damage to the carpet, walls, windows, door(s), and ceiling if not specified in writing on the last page of this Agreement. If not specified in writing on the last page of this Agreement, the office is accepted by Client “AS IS, WHERE IS”, and Meridian makes no warranty of any kind, express or implied, with respect to the office, including, without limitation, any warranty as to habitability, fitness, or suitability of the office for a particular purpose.

4. Payment/Late Fees. The Contract Charges are payable monthly, in advance and are due on the 1^st day of the month without notice or demand. If the Contract Charges are not paid by the 5th of the month, Client will pay a

Page 1

Client Initials

Meridian Initials

late charge which shall be an amount equal to ten percent (10%) of any amount owed to Meridian or Fifty Dollars ($50.00), whichever is greater. In addition, any such payment shall bear interest at a rate of eighteen percent (18%) per annum from the date such amount became due and payable to the date of payment thereof by Client. Accepting a late payment will not waive Meridian’s right to declare a default the next time that payment is late. If a check issued to Meridian by Client is returned for any reason at all, Client will pay an additional Fifty Dollars ($50.00) per returned check. If a check is returned, then, for the purposes of calculating late charges or Events of Default, it will be as if the payment represented by the check had never been made. Meridian reserves the right to request a cashier’s check at any time during the term of this Agreement.

5. Parking. Meridian will provide one (1) unreserved surface parking space per office at no charge. Should the building owner change or alter Meridian’s parking spaces, Meridian reserves the right to move Client’s parking spaces upon notice to client.

6. “Additional Services.” Additional Services are available (including, but not limited to photocopies, secretarial and administrative support, etc.) at the rates established by Meridian. Upon ordering Additional Services, Client will be agreeing to pay such rate as then may be the current rate for such Additional Service. The fees for such Additional Services are subject to change from time to time without prior notice. Client is liable for all fees for services requested or authorized by Client’s employees or other persons with apparent authority to act on Client’s behalf. If any default occurs under this Agreement, Meridian may cease to provide any or all Additional Services without resort to legal process. Charges to Client for Additional Services will be billed monthly and are payable on or before the 1st day of the month. The provisions of Paragraph 4 regarding late charges and interest shall apply to Additional Services.

7. Telecommunications and High Speed Internet Package. Meridian will make available to Client, packages of services which may consist of some combination of Internet access, telephone and fax numbers, line appearances, optional features such as call forwarding, conference calling, etc., voice mail, long distance, 800-service, calling cards and directory listing. In the event that any fraud is traceable to these services employed by Client, Client will reimburse Meridian for all charges associated with the fraud, toll or otherwise. This may include, but is not limited to, unauthorized use of calling cards, telephone and fax lines or Internet services. All changes and additions to telecommunications and Internet services must be arranged through Meridian. All advertising on the Internet, yellow pages, etc. is the sole responsibility of the Client. Client agrees to pay to Meridian all installation, disconnection and service charges associated with said telecommunications and Internet services at Meridian’s current rates. Client will only use telecommunications and optional high-speed Internet systems and services as provided by Meridian unless written permission to do otherwise shall first have been obtained from Meridian.

8. Risks of Internet Connection. Neither Meridian nor its affiliates warrants that the Internet connection will be uninterrupted or error free or that any information, software or other material accessible through the Internet is free of viruses, worms, “Trojan horses” or other harmful components. Meridian disclaims any liability therefore, and Client represents and warrants to Meridian that it will make no claim against Meridian as a result of any connection failure or interruption or any errors in transmission or non-transmission, deliveries, non-deliveries or wrong deliveries of any information, software or other material accessible through the Internet, including any damage caused by “hackers” or as a result of viruses, worms, “Trojan horses” or other harmful components that may be transmitted through a Internet connection. Client acknowledges that the Internet contains unedited material, some of which is sexually explicit or may be offensive to some people, and that Meridian has no control over and will not be liable or responsible for such materials in any way whatsoever.

9. Furniture, Office and Equipment Packages. The office, furniture and equipment supplied to Client for its exclusive use will be returned to Meridian at the expiration of this Agreement in the same condition as first delivered to Client, normal wear and tear excepted. If any repairs become necessary, Meridian will cause the repairs to be made and, if repairs are necessitated by Client’s misuse or abuse, the repair charges will be billed to Client’s account. Client is not authorized to order any repairs or to make any repairs itself. Client agrees to pay

Page 2

Client Initials

Meridian Initials

furniture delivery and installation charges at Meridian’s current rates. Client agrees to pay for keys and building access card or code programming at Meridian’s current rates. The fees for such services are subject to change from time to time without prior notice.

10. Use of Office. Client will use its space exclusively as an office. Client will not store or use anything which will create a fire or theft hazard, cause noise, create a smell or use abnormal amounts of electricity. Client will not interfere with the business of any other client of Meridian, act in an offensive manner toward Meridian or any of its clients, cause an increase of Meridian’s insurance premiums or cancellation of its insurance, or create a nuisance. For purposes of this provision, the term “nuisance” shall include, but not be limited to, excessive noise, abusive and/or foul language, the use of cell phones in the common area portions of the Business Center. Neither Meridian nor Client will publicly voice disparaging remarks about the other, to other clients. Other than a personal computer, desktop printer, facsimile machine or small desktop appliances, Client will not bring any office equipment onto the premises without express written permission from Meridian. Client will not bring a free-standing commercial copier or postage meter into the office without express written permission from Meridian. Client will not make any alterations to its office unless it obtains prior written approval from Meridian. Approval may be conditioned on: (i) agreement that improvements will remain the property of Meridian, even at the termination of this Agreement; (ii) Client making a deposit; (iii) agreement by Client that it will return the office to its original condition when it vacates; or (iv) some combination of (i) through (iii) above. To the extent the Building rules and regulations in effect from time to time are more restrictive than the Center’s Rules and Regulations, the Building rules and regulations will be deemed controlling. Client is additionally subject to the Rules & Regulations as set forth in Exhibit “A”. Client will promptly comply with these rules and regulations as may be promulgated and imposed from time to time by Meridian.

11. License Agreement. This Agreement is not a lease or a rental agreement. This Agreement does not create any interest in real property. It is a contractual arrangement that creates a license, revocable by Meridian. Meridian retains sole and exclusive legal possession and control of the entire Business Center and the office assigned to Client. Meridian is not the owner of the building in which the Business Center is located. This Agreement and the rights and duties of both Meridian and Client are subject and subordinate to the terms of Meridian’s lease with the Building owner. This Agreement terminates simultaneously with the termination of the Meridian Business Center operation for any reason. Upon the termination of this Agreement for any reason, whether at expiration of the term or otherwise, Client’s license to occupy the office is automatically revoked. Client shall not sublease, assign or encumber the office space used by it, or any of the services provided by Meridian for which Client pays Contract Charges. Meridian may relocate Client to another office of similar or larger size and with similar amenities, but Meridian will give Client thirty (30) days advance notice and will pay all the costs of the move. Meridian reserves the right to show the assigned office(s) to prospective clients and others, as necessary. Meridian will use reasonable efforts to minimize inconvenience to Client when doing so. Meridian shall retain the right to enter the office as necessary for cleaning, repairs and routine maintenance, provided that such entry does not disrupt Client’s ability to conduct business. Inasmuch as Meridian’s Lease with the Building owner includes an escalation clause for operating expenses, Client’s Contract Charges may be adjusted to reflect its prorata share of any operating expense increases incurred by Meridian. In the event of a termination of this Agreement, Meridian shall have the option to retain Client’s retainer, in Meridian’s sole discretion, to cover estimated accrued escalations due the Building owner.

12. Proselytizing Meridian’s Employees or Agents, Competing Services. Finding, hiring and training employees is both time-consuming and expensive. Therefore, Client hereby agrees, during the term of this Agreement, and any extension thereof, or within one year thereafter (“Prohibited Period”), neither Client, nor any affiliate of Client, will solicit and/or hire for employment any person who at any point during the Prohibited Period was employed by Meridian or any Meridian’s affiliated businesses. Additionally, Client hereby agrees not to contract directly with employees of Meridian for services provided by Meridian to Client under this Agreement. In the event Client breaches the provisions of this Paragraph 12, Client agrees to pay to Meridian, upon demand by Meridian, a liquidated damages fee equal to whichever is greater: Ten Thousand Dollars ($10,000) or six (6) months’ wages of the employee, to be calculated at the rate last paid that employee by

Page 3

Client Initials

Meridian Initials

Meridian or any of Meridian’s affiliated businesses. Furthermore, Client hereby agrees that Client will not offer to any party within the Business Center or the building, any service that Meridian offers to its clients, nor will Client resell any of the services provided by Meridian.

13. Waiver. If Meridian allows any default or variance or accepts partial payment or performance in this Agreement, that will not constitute a waiver of its rights for Client’s default. No matter how many times Meridian allows the default or variance, or a variety of defaults or variances by Client or others, it may still, without advance notice, require strict adherence to this Agreement or prohibit future variances. Nothing will change the terms of this Agreement, or extend it, or add to it, unless in writing and signed by Meridian and Client. If Meridian elects to terminate services to Client upon Client’s default, Meridian is not limiting in any manner any other right or remedy Meridian may have.

14. Insurance and Indemnity. Client acknowledges that due to the imperfect nature of verbal, written and electronic communications, neither Meridian, the Building owner nor their respective officers, directors, employees, agents or affiliates shall be responsible for damages, direct, indirect or consequential, resulting in whole or in part from the failure to furnish any service, including conveying telephone messages, faxes and other communications. Client’s sole remedy and Meridian’s sole obligation for any failure to render any service, any error or omission, delay or interruption of any service, is an adjustment to Client’s account for the charges for such service for the period during which the failure, error, delay or interruption continues. No adjustment will be made if the failure, error, delay or interruption of service occurs while Client is in default under this Agreement.

With the sole exception of the remedy set forth in the immediately preceding paragraph, Client expressly and specifically waives and agrees not to make any claim for damages, direct, indirect or consequential, including but not limited to damages for lost business or profits, arising out of any failure to furnish any service, any error or omission with respect to any service, or any delay, interruption or suspension of services for any reason. To the fullest extent permissible under applicable law, Meridian disclaims any and all warranties with respect to the services provided or to be provided to Client, with respect to the Business Center, the Building and any property or service related thereto, whether or not specifically mentioned herein, including any warranty of merchantability or fitness for a particular purpose.

Meridian will not be responsible for interruption of services when caused by a reason beyond its control. For any situation in which Meridian is responsible, the liability of Meridian will be limited to refund or abatement, as applicable, of the charges due from Client under this Agreement on a per-day basis for the number of days in which the services are substantially unavailable. For purposes of this Section, “Services” means any obligation of Meridian to Client.

Meridian is not liable for any damage to personal property owned or possessed by Client, its guests, customers, clients, invitees or visitors, or entrusted to Meridian for shipping, processing, delivery or other handling unless the damage is caused by Meridian’s own gross negligence or willful misconduct or that of its employees or agents. Clients are responsible for insuring personal property against all risks. In no instance shall Meridian be held responsible for theft of items from the office occupied by Client or for the actions of the janitorial services hired by the Building owner. When shipping or receiving items for Client, Meridian will not be responsible for special handling, packaging, insuring or safekeeping. Meridian is not responsible for lost, misplaced or stolen mail and/or packages. In no event will Meridian or its affiliates ever have responsibility for parked vehicles or the contents thereof.

Meridian is not liable for personal injury suffered by Client, its guests, customers, clients, invitees or visitors, unless the injury is caused by Meridian’s own gross negligence, or that of its’ employees or agents. Client agrees it will notify Meridian of any unsafe or hazardous condition.

If a claim is made against Meridian because of some action or inaction of Client or its guests, customers, clients, invitees or visitors, Client will indemnify Meridian and hold it harmless from those claims. This indemnity includes not only the amount of any such claim, but also all of Meridian’s costs in investigating and defending

Page 4

Client Initials

Meridian Initials

those claims including attorney’s fees and a charge at the rate of Seventy-Five Dollars ($75.00) per hour for any time spent by Meridian’s officers in dealing with those claims. Further, in the event that any of Meridian’s employees or agents travel off-premises at the request of Client and that travel results in damages or exposes Meridian to liability, then Client will indemnify Meridian and hold it harmless from any such claims or damages.

15. Termination of Agreement. If Client intends to terminate this Agreement effective as of the expiration of the initial term of this Agreement or any renewal or extension thereof, Client must provide written notice to Meridian at least sixty (60) days (ninety (90) days if three (3) or more offices) prior to the expiration of the initial term of this Agreement or any renewal or extension thereof. Meridian may terminate this Agreement at the expiration of the initial term or any renewal or extension thereof by giving Client sixty (60) days written notice of its intent to terminate this Agreement.

16. Renewal of Agreement. Upon the expiration of the initial term of this Agreement or any renewal or extension thereof, provided that neither Client nor Meridian has timely terminated this Agreement as specified in Paragraph 15 above, then at the expiration of such term, this Agreement and the license herein granted shall be automatically renewed and extended for the same period of time and upon the same terms and conditions as the initial term contained in this Agreement, except that monthly Contract Charges shall be based on the then prevailing rate of Meridian, as determined solely by Meridian. Meridian shall have the right to adjust monthly Contract Charges at the beginning or during any renewal or extension thereof.

17. Vacating. If Client vacates the office prior to the end of the term of this Agreement, it shall be an Event of Default, and if Client leaves behind any personal property, furniture, equipment, files, or anything else Meridian may, at its sole option and election, thereafter take possession of such property and remove and store such property at Client’s sole cost and expense or dispose of such property if within thirty (30) days after notice to Client, Client does not cure the Event of Default. If an Event of Default occurs in the payment of sums due to Meridian hereunder, or if Client abandons the office, Meridian may change the locks on the door to the office, and in such event, Meridian will not be liable for conversion or trespass. At the expiration of this Agreement, Client will promptly vacate the office, and leave it in the same condition as when first occupied by Client, normal wear and tear excepted, turn in keys and security cards and provide Meridian with a forwarding address and telephone number. If all keys are not returned, a One Hundred Dollar ($100.00) fee will be charged to re-key locks (per lock). Upon the termination of this Agreement, either at the expiration of its term, or early termination hereunder, (a) Client’s license to occupy the office is automatically revoked, and (b) Client shall no longer be entitled to use Meridian’s address and/or telephone lines referred to in Paragraphs 1, 2 & 7 above for any reason or in any manner whatsoever, including, but not limited to, advertising, marketing or business listing, either over the internet or otherwise, and the provisions of this sentence shall survive the expiration or termination of this Agreement. Before the expiration of this Agreement, it is Client’s responsibility to notify all parties with whom Client does business of its new address and phone number. Unless there is an agreement to the contrary signed by both parties, mail shall be returned to sender, packages refused and telephone service disconnected. Service may be continued without interruption under a separate “Virtual Office” Agreement. Please contact a Meridian representative for details.

18. Events of Default. The following are “Events of Default” without any notice or demand unless otherwise indicated: (a) Contract Charges not being paid within five (5) days after they are due; (b) Additional Service Charges not being paid within five (5) days after they are due; (c) default in any other terms of this Agreement, but only after Meridian gives Client written notice of the default and Client fails to cure the default within five (5) days after such notice. No written notice is required concerning a monetary default.

19. Consequences and Remedies of Default. The parties stipulate that for purposes of Meridian enforcement rights, this is a service agreement and not an agreement for rental of space. Upon an Event of Default, Meridian may choose any or all of the following remedies without any additional notice or demand whatsoever, unless otherwise indicated, and without limitation to Meridian in the exercise of any other remedy that may be provided by law or in equity: (i) Terminate this Agreement; (ii) Accelerate all Contract Charges due through the entire

Page 5

Client Initials

Meridian Initials

term of this Agreement and demand all sums due immediately; (iii) Take possession of all property in Client’s office or stored by Client and dispose of same if, within thirty (30) days after notice to Client, Client does not cure the Event of Default; (iv) Deny access to the office by Client and deny use of any of the services; and (v) if Client is delinquent in Contract Charges or Additional Service charges payable under this Agreement, or has vacated or abandoned the office, enter the office and change, alter, or modify the door locks on all entry doors of the office, and permanently or temporarily exclude Client, and its agents, employees, representatives and invitees, from the office until such time as all delinquent Contract Charges and Additional Service charges due under this Agreement have been paid in full. Meridian’s exclusion of Client from the office pursuant to the immediately preceding sentence shall not constitute a permanent exclusion of Client from the office or a termination of this Agreement unless Meridian so notifies Client in writing. Moreover, Meridian shall not be obligated to place a written notice on the front door thereof explaining Meridian’s action or state the name, address or telephone number of any individual or company from which a new key may be obtained. Upon the occurrence of an Event of Default, Client will be liable for the following charges: (a) damages as provided above; (b) attorney’s fees and expenses incurred by Meridian’s attorneys; (c) time spent by any of Meridian’s officers, at the rate of Seventy-Five Dollars ($75.00) per hour; (d) late charges and interest on unpaid sums at eighteen percent (18%) per annum in accordance with Paragraph 4; and (e) any other costs incurred by Meridian as a result of the default including reinstatement fees. Upon the occurrence of an Event of Default, Meridian may immediately cease providing Client with any or all services, including telecommunications services, without terminating this Agreement. Meridian through itself and its affiliated companies have resources to contract with a practically unlimited number of customers, such that no other customer will replace Client if Client defaults. Except as may otherwise be agreed to by Meridian and Client, the occupation by a new party of the office formerly occupied by Client will not in any way limit Client’s liabilities and responsibilities under this Agreement. Upon the occurrence of an Event of Default, if Meridian chooses to accelerate the Contract Charges and demand all sums due immediately, such accelerated amount will constitute liquidated damages recoverable by Meridian, the parties agreeing that Meridian’s actual damages in the event of the Client’s default being difficult to ascertain. No claim or allegation of Client shall be the basis of any set-off or credit against monies due by Client to Meridian.

20. Location and Governing Law. This Agreement is executed and performable in Plano, Collin County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas.

21. Other Provisions. Client has had an opportunity to read this Agreement and to ask questions. In no event will any rule of contract interpretation apply where ambiguities will be construed against Meridian. The titles of paragraphs in this Agreement are for reference only, are not part of this Agreement, and will not vary the terms of this Agreement. If Client is a corporation, partnership, limited liability company, or other entity, each individual executing this Agreement on behalf of said entity represents and warrants that he is duly authorized to execute and deliver this Agreement on behalf of said entity. This Agreement is the entire agreement between Client and Meridian and supersedes any and all prior agreements written or oral. This Agreement shall replace all prior negotiations, agreements or representations and may only be modified in writing signed by the party to be bound. If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The rights of the parties under this Agreement are cumulative, and shall not be construed as exclusive unless otherwise required by law. Meridian reserves the right to assign this Agreement and delegate its responsibilities hereunder. In the event that Meridian and Client enter into a definitive settlement agreement for an early termination of this Agreement, Client’s Services Retainer will be retained by Meridian. Meridian reserves the right to unilaterally terminate this Agreement should Client or an invitee, employee or guest of Client engage in abusive behavior (whether physical or mental) toward any employee of Meridian or any other clients of Meridian at this location or create a nuisance within the Business Center that is not cured within two (2) days following notice from Meridian. What constitutes abusive behavior and a nuisance is determined in the reasonable business judgment of Meridian

Page 6

Client Initials

Meridian Initials

22. Guarantor. Guarantor is liable on a continuing basis for all sums due under this Agreement, any Extensions, any Addenda executed contemporaneously with this Agreement and for any other sums due from Client to Meridian, no matter when or how incurred. Meridian does not have to attempt collection from Client before proceeding against Guarantor. Guarantor will not be released unless Meridian specifically releases Guarantor in a writing signed by Meridian. The Guarantor below signs individually, and no corporate officer designation or other part of Guarantor’s signature will change Guarantor’s individual liability.

23. Confidentiality. Meridian and Client both agree to keep this Agreement and all prior and future negotiations and their terms, covenants, obligations and conditions strictly confidential, and not to disclose such matters to any other client, prospective client, broker or other person whatsoever.

24. Client Contact. The person specified here: Darrin Rennick is the Client Contact. In the event of a corporate dissolution, partnership dissolution, or internal Client dispute, all mail, telephone messages, Client property, etc., will be delivered to the Client Contact only.

25. Meridian’s Agents. The only people who have authority to contractually bind Meridian are Philip O. Howard or Robert E. Mead. Until and unless written notice is received from Philip O. Howard or Robert E. Mead, no one else has any authority to contractually bind Meridian. This does not prohibit employees of Meridian from acting in an administrative capacity.

26. Notices. Written notice to the Client must be given at the address of the office used by Client. Notice to Meridian must be given at 6060 N. Central Expressway, 5^th Floor, Dallas, TX 75206. Notice must be by personal delivery, certified mail, or overnight courier service.

ALL PARTIES HAVE READ THE ABOVE PAGES AND AGREE TO ALL TERMS AND PROVISIONS, INCLUDING THE ATTACHED “RULES & REGULATIONS”. THIS AGREEMENT MAY BE SIGNED AND TRANSMITTED BY FACSIMILE BY EITHER PARTY. CLIENT CERTIFIES TO MERIDIAN THAT IT HAS NOT ALTERED, AMENDED OR MODIFIED THIS AGREEMENT IN ANY MANNER OTHER THAN WITH SPECIFIC DISCLOSURE TO MERIDIAN. CLIENT UNDERSTANDS AND AGREES THAT THIS AGREEMENT IS NOT BINDING, LEGALLY OR OTHERWISE, ON MERIDIAN UNTIL IT HAS BEEN SIGNED BY AN AUTHORIZED AGENT OF MERIDIAN. CLIENT FURTHER UNDERSTANDS AND AGREES THAT THE OFFICE SPACE DESCRIBED IN SECTION 1 ABOVE WILL CONTINUE TO BE AVAILABLE TO OTHER PERSPECTIVE CLIENTS UNTIL SUCH TIME THAT THIS AGREEMENT BECOMES BINDING.

MERIDIAN BUSINESS CENTERS-DEVELOPMENT-COMPANY, LLC	GEOTAG INC.
/s/ Illegible	/s/ Antony Norris	20/7/10
By:	(Signature)	Date
	A D NORRIS
	Printed Name
Principal	/s/ Antony Norris
Title	As Guarantor individually (Signature)
	SSN or TAX ID#
	Address:

Page 7

Client Initials

Meridian Initials

Exhibit “A”

“Rules and Regulations”

The Rules and Regulations are intended for the safety, comfort and well-being of all clients of Meridian and the tenants of the Building in which Meridian is located.

1. Client recognizes that Meridian’s Business Center is a professional environment and will maintain its assigned office(s) and dress in a professional manner. Client will not obstruct any corridors, sidewalks or other Common Areas within the executive suites, building, or building premises, nor use the same for any purpose other than ingress and egress, or use the same as a waiting room or lounging place for Client or its employees or invitees. Nothing shall be placed or left in the common areas of Meridian’s Business Center. The common areas of the Building are under the control of the Building owner and shall be used by clients in strict accordance with the rules and requirements of the Building owner. Client shall not block, prop open, or obstruct any of the entries or passages of the building or place, empty or throw away trash or material of any nature in such areas, or permit such areas to be used at any time except for ingress or egress of Client.

2. Nothing shall be hung in any window or door in the Facility nor shall any sign, advertisement, notice or other lettering be affixed on any part of the Facility outside of a client’s office or inside any office in such a manner that the same is visible from the corridors of the Facility. Nothing shall be affixed to the walls of any office by drilling into the walls or by any other method, which damages the walls nor shall the ceiling tiles, light diffusers or air conditioning vents be removed or altered in any way.

3. Client shall not allow noise or odors to emanate from any office or other room of the Facility. Client’s office door must be closed when using speakerphone, paper shredder, or other loud equipment. Other than a personal computer, desktop printer or facsimile machine, Client will not bring any office equipment onto the premises without permission from Meridian. Meridian, in its sole discretion, reserves the right to limit Client’s use of the Internet Bandwidth, Conference Rooms and/or Meridian’s telephone answering services should Client’s use become excessive or unreasonable to the point of interfering with the rights of other Clients of Meridian or to the point of becoming a nuisance. In such instances, Client hereby agrees that it is not entitled to any lawful offset against the Contract Charges owed by Client to Meridian. Client shall have access to use Meridian’s Conference Rooms only based on availability.

4. No bicycles, vehicles or animals of any kind shall be brought into the Building or the Business Center except working dogs assisting disabled persons, nor shall any flammable, combustible, explosive, hazardous or toxic fluid, chemical or substance be brought into the Business Center.

5. No smoking, candles or flames of any kind are allowed in the Business Center.

6. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Client, nor shall any changes be made in existing locks or the mechanism thereof. Upon departure from the Business Center, all keys to offices, furniture and lavatories must be returned to Meridian and in the event of the loss of any keys, the Client is responsible for the cost of replacing or re-keying locks.

7. All deliveries must be coordinated through Meridian and will take place in such manner and during such hours as Meridian may require. Meridian reserves the right to inspect all deliveries brought into the Business Center and to exclude any deliveries, which violate these rules and regulations or those of the Building. Meridian is not liable for any damages or claims arising from deliveries accepted on behalf of Client. Meridian also reserves the right to exclude from the Business Center at all times any person who is not known or does not properly identify him or herself to Meridian staff. Meridian may require all persons entering or leaving the Business Center to register. Each client is responsible for all persons who enter the Building at the request or invitation of such client or to conduct business with the Client.

8. Each Client, before closing and leaving its office, shall turn off its office lights and, if Client is in the Business Center outside of the normal business hours of Meridian, shall also turn off the common area lights in the Business Center and ensure that the suite entry doors are locked. If Client uses any conference room or other common facility in the Business Center during or after business hours, Client shall restore the area to a clean and orderly condition. Conference and meeting rooms must be reserved and utilized by Client or Client’s employees. Meridian tracks conference and meeting room usage on a per Client basis. If Client fails to do so, Client will pay for clerical time necessary for Meridian staff to restore the areas to such condition.

9. Clients may not use any part of the Business Center for sleeping or for any illegal purpose.

10. Only Meridian, its staff and the vendors designated by Meridian may provide or perform services for clients of Meridian. No Client shall provide or offer to provide services to other clients of Meridian, nor solicit other clients for services. The employees of the Building management are not available to perform any services for clients and shall not be requested by any client to perform any services or do any work. Contact with Building management is exclusively through Meridian.

11. Clients may not use the name of the Business Center or the Building in any of Client’s advertising. During the term of the Agreement, Client may use the address of the Business Center as its business address. Upon termination of the Agreement, Client must notify all parties with whom Client does business of their change of address.

12. Client shall escort all guests through the suite. No guests are permitted to walk freely around the suite.

13. To maintain suite security, Client shall keep all security doors closed and locked at all times. Client shall not authorize access for other parties to enter the suite beyond Business Center operating hours. Client shall not use any equipment owned by Meridian unless authorized by Meridian staff. Client shall not install or repair equipment located in Meridian’s LAN room without written permission. An authorized representative of the Center must be present during such work.

14. Client will not move any heavy or bulky materials (i.e., furniture, safes) into or out of the building without Meridian’s prior written consent and then only during such hours and in such manner as Meridian shall approve.

15. Space heaters and similar heating devices are prohibited. Client shall not install any antenna or aerial wires, radio or television equipment, or any other type of equipment, inside or outside of the building, without Meridian’s prior written consent. Client shall not permit any equipment or device within the premises which will impair radio or television broadcasting or reception from or in the building.

16. Clients are required to provide and use a chair mat for all wheeled chairs. Soiled, stained, torn or worn carpet may result in a charge being deducted from the services deposit for carpet repair and/or replacement. Client will be responsible for any damages to premises, including carpeting and flooring, as a result of rust or corrosion of file cabinets, roller chairs, metal objects, or spills of any type liquid.

17. Meridian reserves the right to rescind, amend, alter or waive any of the Rules and Regulations at any time when, in our sole judgment, it is necessary, desirable or proper for the best interests of Meridian and its clients. No rescission, amendment, alteration or waiver of any rule or regulation in favor of one client will operate in favor of any other client and we will not be responsible to any client for the non-observance or violation by any other client of any of the Rules and Regulations.

Page 8

Client Initials

Meridian Initials

EX-10.16

Exhibit 10.16

BUSINESS PURCHASE AGREEMENT

-UBIXO LIMITED-

THIS BUSINESS PURCHASE AGREEMENT (this “Agreement”) dated as of July 12, 2010 (“Effective Date”), is entered into by and between Ubixo Limited (“Assignor”), a corporation incorporated in state of Antigua and Barbuda, and Ubixo Inc. (“Assignee”), a corporation incorporated in the British Virgin Islands.

Assignor and Assignee, intending to be legally bound, hereby agree as follows:

Section 1. DEFINITIONS

The following capitalized terms shall have the following meaning in this Agreement:

1.1 Assigned Agreements means the contracts set forth in Schedule A attached hereto.

1.2 Copyright Interests means the copyrightable works or interests Assignor may own, or have the right to sublicense hereunder of any type of sort worldwide, together with all other copyright interests accruing by reason of international copyright conventions and any moral rights pertaining thereto, including the right to sue for, settle, or release any past, present, or future infringement thereof.

1.3 Domain Name Interests means the domain names listed on Schedule B hereto, including the right to sue for, settle, or release any past, present, or future infringement thereof.

1.4 Patent Interests means U.S. Patent No. 5,930,474 (and any reissues thereof), including, without limitation, the right to sue for past, present and future infringement of the Patent Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the inventions or discoveries described in the Patent Interests

1.5 Trademark Interests means the interests Assignor may own, or have the right to sublicense hereunder, in the United States and foreign registered and common law trademarks and service marks set forth in Schedule C attached hereto, together with all other trademark or service mark interests accruing by reason of international trademark conventions, accompanied by the goodwill of all business connected with the use of and symbolized by such marks (for any type of mark protected under law) including, without limitation, the right to sue for past, present and future infringement of the Trademark Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the Trademark Interests.

1.6 Other Interests means the interests, other than the Copyright Interests, Trademark Interests, Domain Name Interests and Patent Interests, that Assignor may own or have the right to sublicense hereunder in (1) any idea, design, concept, technique, invention, discovery, or improvement, whether or not patentable, but including patents, patent applications, trade secrets, and know-how; and (2) pictorial, literary, website content, graphic, or audio/visual works, including icons, screens, HTML code, characters, data formats, and reports of any type of sort, including the right to sue for, settle, or release any past, present, or future infringement thereof.

Section 2. CONVEYANCE OF BUSINESS

2.1 General Transfer of Business. It is the intent of the parties that Assignee acquire all assets and liabilities of the business of Assignor associated with the IP Assets (the “GeoTag Business”). Although the parties have endeavored to list all such assets and liabilities in the schedules hereto (namely, IP Assets and Agreements), it is the intention of the parties that all rights and assets clearly associated with the GeoTag Business, even if inadvertently omitted from the schedules be included in the sale. Further, while Assignor is assigning its rights and obligations under the various Agreements, Assignor is not assigning any liabilities to the Assignee except those obligations specifically provided in the Agreement.

2.2 Copyright Interests. As of the Effective Date, Assignor transfers, grants, conveys, assigns, and relinquishes exclusively to Assignee, in perpetuity (or for the longest period of time otherwise permitted by law), all of Assignor’s right, title, and interest in and to the Copyright Interests, including without limitation, the right to sue for past, present and future infringement of the Copyright Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the content in the Copyright Interests.

2.3 Trademark Interests. As of the Effective Date, Assignor transfers, grants, conveys, assigns, and relinquishes exclusively to Assignee, in perpetuity (or for the longest period of time otherwise permitted by law), all of Assignor’s right, title, and interest in and to the Trademark Interests, including all associated goodwill and, without limitation, the right to sue for past, present and future infringement of the Trademark Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the Trademark Interests. Assignor further transfers and assigns the right to file for and obtain registrations of the Trademark Interests anywhere in the world with the right to base priority on Assignor’s first date of use or on any application and/or registration being assigned herein. After the Effective Date hereof, Assignor covenants not to use or display the Trademark Interests, or any mark confusingly similar thereto, anywhere in the world and further covenants not to contest or challenge the validity of the Trademark Interests, any applicable registrations thereof or the ownership of the Trademark Interests by Assignee. Assignor will arrange for its subsidiary, Jeeves Online Restaurant Services, Inc. to assign its rights in various trademarks as specified in Exhibit 1 hereto.

2.4 Patent Interests As of the Effective Date, Assignor, for itself and its subsidiaries, does agree to sell, assign and transfer unto said Assignee, its successors or assigns, the entire right, title and interest for all countries in and to all inventions and improvements disclosed in the Patent Interests, and specifically in and to said 5,930,474 patent or renewals thereof, and all reissues or extensions of such patents, and in and to any and all applications which have been or shall be filed in any foreign countries for Letters Patent on the said inventions and improvements, including an assignment of all rights under the provisions of the International Convention, and all Letters Patent of foreign countries which may be granted therefrom; and Assignor does hereby authorize and request the Commissioner of Patents and Trademarks to issue any and all United States Letters Patent for the aforesaid inventions and improvements to the said Assignee as the assignee of the entire right, title and interest in and to the same, for the use of the said Assignee, its successors and assigns and further covenants not to contest or challenge the validity or enforceability of the Patent Interests or the ownership of the Patent Interests by Assignee. The foregoing assignment includes without limitation, the right to sue for past, present and future infringement of the Patent Interests and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the inventions or discoveries described in the Patent Interests.

2.5 Other Interests. As of the Effective Date, Assignor, for itself and its subsidiaries, does sell, assign and transfer unto said Assignee, its successors or assigns, the entire right, title and interest for all countries for all intellectual property interests, including but not limited to interests defined above as “Other Interests” and Assignor does hereby authorize and request the Commissioner of Patents and Trademarks to issue any and all United States Letters Patent for the aforesaid inventions and improvements to the said Assignee as the assignee of the entire right, title and interest in and to the same, for the use of the said Assignee, its successors and assigns and further covenants not to contest or challenge the validity or enforceability of the Other Interests or the ownership of the Other Interests by Assignee. The foregoing assignment includes without limitation, the right to sue for past, present and future infringement of the Other Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to any of the inventions or discoveries described in the Other Interests.

2.6 Domain Name Interests. As of the Effective Date, Assignor transfers, grants, conveys, assigns, and relinquishes exclusively to Assignee, in perpetuity (or for the longest period of time otherwise permitted by law), all of Assignor’s right, title, and interest in and to the Domain Name Interests, including, the right to sue for past, present and future infringement of the Other Interests, and the right to collect and receive any damages, royalties, or settlement for such past, present and future infringements and any and all causes of action relating to the Domain Name Interests.

Section 3. ASSIGNMENT OF AGREEMENTS

3.1 Condition of Assigned Agreements. Assignor represents and warrants, to the best of the knowledge of the Assignor’s officers after reasonable inquiry, that (1) Assignee has simultaneously been furnished true and complete copies of the Assigned Agreements, (2) the Assigned Agreements are in full force and effect without material amendment or waiver, and (3) there is and has been no act, event, or circumstance that, with the lapse of time or the giving of notice as required, constitutes a material breach or default under the terms hereof.

3.2 Assignment and Assumption. As of the Effective Date, Assignor assigns, transfers, and conveys the Assigned Agreements to Assignee, and Assignee assumes the obligation for future performance of the terms of the Assigned Agreements. Assignee shall perform the Assigned Agreements in accordance with their terms. Assignor shall indemnify and hold harmless Assignee for any obligation of Assignor for prior performance, including payment, which arose prior to the Effective Date, under the Assigned Agreements, whether accrued or unaccrued, fixed or contingent, or liquidated or unliquidated.

Section 4. PAYMENT, DELIVERY AND ASSISTANCE

4.1 Payment Term. As consideration for the Business and Assets described herein, Assignee shall pay to Assignor the sum of $93,923,588 (the “Consideration”) in the manner hereinafter described. The Consideration shall be paid in the form of 132,089,782 newly issued shares of Assignee issued to Assignor, which the parties hereto hereby agree shall be valued at $93,923,588, and shall be payment in full of the Consideration.

4.2 Reference Materials for Trademark Interests. To effect the transfer of ownership of the Trademark Interests to Assignee, including the goodwill of all business connected with the use of and symbolized by the Trademark Interests, Assignor shall furnish Assignee with the files evidencing all proceedings involving the Trademark Interests and consent to Assignee’s communication with Assignor’s counsel familiar with such proceedings.

4.3 Copies of Assigned Agreements. On or before the Effective Date, Assignor shall deliver to Assignee signed originals of the Assigned Agreements and Existing Licenses, or if any such signed original cannot be located, Assignor’s best copy thereof. Assignor may retain copies for archival purposes or its own use.

4.4 Further Assurances. Assignor agrees at Assignee’s reasonable request to execute and deliver such further conveyance agreements, and to take such further action, as may be necessary or desirable to evidence more fully the transactions described in this Agreement Without limiting the generality of such undertaking, Assignor agrees:

4.4.1 To execute, acknowledge and deliver any affidavits or documents of assignment and conveyance regarding the Patent Interests, Copyright Interests, Trademark Interests, Domain Name Interests and Other Interests;

4.4.2 To provide testimony and other evidence in connection with any proceeding affecting the right, title, or interest of Assignee in the Patent Interests, Copyright Interests, Trademark Interests, Domain Name Interests and Other Interests; and

4.4.3 To perform any other acts deemed necessary to carry out the intent of this Agreement.

4.5 Recordings. Assignor shall simultaneously sign the Assignment of Patents and Trademarks in the form of Exhibit 2. An executed copy of such Assignment of Patents and Trademarks and/or this Agreement may be filed with the U.S. Patent and Trademark Office by either party at any time. An executed copy of such Assignments and/or this Agreement may be filed with the U.S. Patent and Trademark Office by either party at any time.

4.6 Board Resolution; Shareholder Authorization. Assignor shall tender herewith board resolution and shareholder authorization for this Agreement.

Section 5. REPRESENTATION AND WARRANTIES; LIMITATIONS

5.1 Representations and Warranties. Assignor represents and warrants that, as of the date of this Agreement, (1) Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Patent Interests, Copyright Interests, the Trademark Interests, Domain Name Interests and the Other Interests, free and clear of any liens or claims except the existing licenses and except the Global Asset Fund lien already noted herein; (2) to the knowledge of Assignor, the Patent Interests, Copyright Interests, Trademark Interests, Domain Name Interests and the Other Interests, as heretofore exercised in connection with Assignor’s business, do not infringe the rights of any other person or entity; (3) to the knowledge of Assignor, no claim of any such infringement or violation has been threatened or asserted, and no such claim is pending against Assignor, its Subsidiaries, or its end-user customers; (4) except as noted herein, Assignor has not entered into any agreement, license, release, or order that restricts the right of Assignee to exploit the Patent Interests, Trademark Interests, Copyright Interests, Domain Name Interests or Other Interests in any way; (5) the execution, delivery, and performance of this Agreement by Assignor do not and will not violate any security agreement, indenture, order, or other instrument to which Assignor is a party or by which it or any of its assets is bound; and (6) the signatories hereto have authority to execute this Agreement and the related assignment documents.

5.2 Disclaimer. EXCEPT AS PROVIDED IN THIS AGREEMENT, ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSIGNED ASSETS, COPYRIGHT INTERESTS, PATENT INTERESTS, TRADEMARK INTERESTS, DOMAIN NAME INTERESTS AND OTHER INTERESTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 6. REMEDIES

6.1 General Indemnification Obligation. The Assignor shall indemnify and hold harmless the Assignee and its officers, directors, employees, agents and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, but not limited to, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Assignor contained in this Agreement (including any Schedule or Exhibit attached hereto) and (b) any of its retained liabilities (those liabilities not assigned). The Assignee shall indemnify and hold harmless the Assignor and its respective officers, directors, employees, agents and Affiliates from and against any and all Losses actually sustained by any of such Persons resulting from (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Assignee contained in this Agreement (including any Schedule or Exhibit attached hereto) and (b) any of its assumed liabilities (the liabilities assigned herein).

6.2 Notice of Asserted Liability. As soon as is reasonably practicable after the Assignor, on the one hand, or the Assignee, on the other hand, becomes aware of any claim that it or they has or have under Section 6.1 hereof that may result in a Loss (a “Liability Claim”), such party (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the other party (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 6.2 shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

6.3 Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may be sought hereunder, to assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; and (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (iii) the Liability Claim solely seeks (and continues to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iv) are collectively referred to as the “Litigation Conditions”). If the Indemnifying

Party docs not assume the defense of a Liability Claim in accordance with this Section 6.3, the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 6.3, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) any of the Litigation Conditions cease to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior, written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Liability Claim, or (ii) grants any injunctive or equitable relief or (iii) may reasonably be expected to have a material adverse effect on the affected business of the Indemnified Party. The Indemnified Party shall not settle any Liability Claim, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

6.4 Survivability of Representations and Warranties and Covenants. The representations and warranties of the Assignor and the Assignee combined in this Agreement will survive for a period ending twenty-four (24) months after the Effective Date. All covenants and agreements contained herein shall survive the Effective Date in accordance with their terms. The maximum aggregate obligation of the Assignor to Assignee pursuant to Section 6.1 on account of any breach of any representation or warranty (excluding the Excluded Representations) made by the Assignor in this Agreement shall not exceed $ 93,923,588, provided, however, that this limitation shall not apply with respect to fraud or intentional misrepresentation.

Section 7. GENERAL

7.1 Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto, together with their respective legal representatives, successors, and assigns.

7.2 Governing Laws. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF ANTIGUA AND BARBUDA AS THEY PERTAIN TO AGREEMENTS EXECUTED IN, AND FULLY PERFORMED WITHIN, ANTIGUA AND BARBUDA.

7.3 Headings. The headings of the Sections hereof are for convenience of reference only and shall not modify, define, or limit any of the terms or provisions hereof.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

UBIXO LIMITED
By:	/s/ Darren Rennick
	Darren Rennick
	President
Date:	12 JULY, 2010
UBIXO INC.
By:	/s/ Antony Norris
	Antony Norris
	President
Date:	12 JULY, 2010

SCHEDULE A

ASSIGNED AGREEMENTS

Idearc Settlement Agreement between Idearc and Geomas (int’l) Ltd., Geotag Management Group, LLC and Geomas Inc., dated December 31, 2008

ICA Trust #2 Promissory Note in favor of Ubixo Limited, April 26, 2010

MKL Consulting Ltd. Promissory Note in favor of Ubixo limited, July 1, 2010

MKL Consulting Ltd. Promissory Note in favor of Ubixo Limited, July 10, 2010

Global Asset Fund Ltd. Promissory Note in favor of Ubixo Limited, July 1, 2010

Allied Provident Insurance Inc. Promissory Note in favor of Ubixo Limited, July 1, 2010

Global Asset Fund Ltd. Promissory Note in favor of Ubixo Limited, January 2009

Zasis LLC Promissory Note in favor of Ubixo Limited, January 2009

Cityhub.com Inc. Agreement between Cityhub and M2 Global, Lt., dated April 7, 2010

SCHEDULE B

DOMAIN NAMES

Domain name	Location
zland.com	Eurodns.com
uspto474.com	Eurodns.com
usp474.com	Eurodns.com
geotags.biz	Eurodns.com
geotag.org	Eurodns.com
geotag.net	Eurodns.com
geotag.info	Eurodns.com
geotag.com	Eurodns.com
geomas.com	Eurodns.com
5930474.biz	godaddy.com
5930474.com	godaddy.com
us5930474.biz	godaddy.com
us5930474.com	godaddy.com
whenwherematters.co.uk	godaddy.com
whenwherematters.eu	godaddy.com

SCHEDULE C

TRADEMARKS

1. GEOMAS, U.S. Application Serial No. 77/188637

2. GEOMAS, U.S. Registration No. 3,414,175

3. GEOTAG, U.S. Application Serial No. 77/110833

4. GEOTAG, U.S. Registration No. 3,359,497

5. WHEN “WHERE” MATTERS, U.S. Application Serial No. 77/975038

6. WHEN “WHERE” MATTERS, U.S. Application Serial No. 77/148784

7. ZLAND, U.S. Application Serial No. 77/297374

8. GEOMAS, Canadian Trade Mark Application No. 1360715

9. GEOTAG, Canadian Trade Mark Application No. 1360222

10. WHEN “WHERE” MATTERS, Canadian Trade Mark Application No. 1360716

11. GEOMAS, Community Trademark Application No. 006218523

12. GEOTAG, Community Trademark Application No. 006213029

13. WHEN “WHERE” MATTERS, Community Trademark Application No. 006221519

EX-10.17

Exhibit 10.17

Amendment Number 1 to Business Purchase Agreement

This Amendment Number 1 to Business Purchase Agreement amends the Business Purchase Agreement dated as of July 12, 2010 between Ubixo Limited and Ubixo Inc. (the “Agreement”). Words used in this Amendment with initial capital letters shall have the meanings assigned to them in the Agreement. This Amendment Number 1 shall take effect when executed by Assignee, Ubixo Inc and Assignor, Ubixo Limited.

Schedule A of the Agreement ledgers the various agreements assigned by the Assignor to the Assignee. The Assignee and the Assignor agree that this schedule will be replaced in its entirety by the Amended Schedule A attached to this Amendment Number 1.

4.1 of the Agreement states that the Consideration is valued at $93,923,588. The Assignee and the Assignor agree that this figure is inaccurate and that the Consideration is to be valued at $93,174,210.

Subsequent to the signing of the Agreement Ubixo Inc. renamed itself Geotag Inc. The Assignee and the Assignor acknowledge that the Assignee will be signing this Amendment Number 1 as Geotag Inc.

AMENDED SCHEDULE A

ASSIGNED AGREEMENTS

Idearc Settlement Agreement between Idearc and Geomas (Int’l) Ltd., Geotag Management Group, LLC and Geomas Inc., dated December 31, 2008

ICA Trust #2 Promissory Note in favor of Ubixo Limited, April 26, 2010

MKL Consulting Ltd. Promissory Note in favor of Ubixo Limited, July 1, 2010

MKL Consulting Ltd. Promissory Note in favor of Ubixo Limited, July 10, 2010

Allied Provident Insurnace Inc. Promissory Note in favor of Ubixo Limited, July 1, 2010

Zasis LLC Promissory Note in favor of Ubixo Limited, January 2009

Zasis LLC Promissory Note in favor of Ubixo Limited, February 2009

Global Asset Fund Ltd. in favor of Ubixo Limited, February 2009

Global Asset Fund Ltd. in favor of Ubixo Limited, September 2007

Global Asset Fund Ltd. Promissory Note in favor of Ubixo Limited, July 1, 2010

European Securities Limited Promissory Note in favor of Ubixo Limited, April 16, 2010

Cityhub.com Inc. Agreement between Cityhub and M2 Global, Lt., dated April 7, 2010

IN WITNESS WHEREOF, this Amendment Number 1 to Stock Purchase Agreement has been duly executed and delivered by the parties hereto effective as of August 26, 2010.

ASSIGNOR	UBIXO LIMITED
	By:	/s/ Darren Rennick
		Darren Rennick
		President
ASSIGNEE	GEOTAG INC.
	By:	/s/ Antony Norris
		Antony Norris
		President

EX-10.18

Exhibit 10.18

LINE OF CREDIT PROMISSORY NOTE

$200,000.00 August 9, 2010

FOR VALUE RECEIVED, GEOTAG INC., a Delaware corporation (the “Maker”), having an office at 555 Republic Drive Suite 200, Plano TX 75074 does hereby promise to pay to the order of PENNIN INVESTORS LTD. (the “Lender”), at such place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Two Hundred Thousand Dollars ($200,000.00), or such lesser amount as may be borrowed by the Maker as Advances under this line of credit promissory note (the “Note”).

This Note shall bear interest at the rate of five percent (5.00%) per annum unless modified by paragraph 4 of this Note.

The entire outstanding principal amount of this Note shall be due and payable on a date that shall be the earlier to occur of (a) the date of closing of an initial public offering of securities of the Maker (the “IPO”), or (b) December 31, 2011 (the “Maturity Date”).

1. Advances. Subject to the provisions of Section 2 below, the Maker shall have the right, at any time or from time to time prior to the Maturity Date to request loans and advances from the Lender (individually an “Advance” and collectively, the “Advances”). Each such Advance shall be reflected on Schedule A to this Note and initialed as received by an officer or director of the Maker. The Lender shall not be under any obligation to make advances under this Note.

2. Use of Proceeds. All proceeds received by the Maker from each Advance made by the Lender under this Note shall be used by the Maker solely to pay fees and expenses to be incurred by the Maker in connection with the IPO, including without limitation, fees and expenses payable to the underwriters, legal and accounting fees and expenses, printing costs, and filing fees payable to the U.S. Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and/or any United States national stock exchange.

3. No Guarantees of Payment. Nothing contained in this Note or any other agreement or instrument shall be deemed or construed to constitute a guaranty or undertaking by any shareholder, officer or director of the Maker or any third person of any of the obligations of the Maker under this Note.

4. Payment on Maturity Date: Prepayments. The entire unpaid Advances under this Note shall be due and payable in full on the Maturity Date. At any time, and from time to time before the Maturity Date, Maker shall have the right to prepay all or any part of the Advances, in whole or in part, without premium or penalty. On the Maturity Date, if this Note has not been paid in full, it shall bear interest from inception at the rate of eighteen percent (18.0%) per annum until paid in full.

5. Choice of Law: Venue and Jurisdiction. This Note shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects, including, but not limited to, the legality of the interest charged hereunder, by the statues, laws and decisions of the State of Florida. The exclusive venue and/or jurisdiction for any proceeding that may be brought in connection with this Note shall be any federal and state court located in Seminole County, Florida and each of the parties hereto irrevocably consents to such venue and/or jurisdiction.

6. Miscellaneous Provisions.

(a) This Note may not be amended or modified, and revision hereto shall not be effective, except by an instrument in writing executed by Maker and Lender.

(b) Any and all notices, demands or requests required or permitted to be given under this Note shall be given in writing and sent, by registered or certified U.S. mail, return receipt requested, by hand, or by overnight courier, addressed to the parties hereto at their addresses set forth above or such addresses as they may from time-to-time designate by written notice, given in accordance with the terms of this Section. A party may change its address for notification purposes by giving the other parties notice in accordance with the terms of this Section 6(b) of the new address and the date upon which it shall become effective.

(c) Maker hereby waive presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way affecting the liability of Maker hereunder, Lender may extend the time for payment of any amount due hereunder and release any party liable hereunder without in any other way affecting the liability and obligation of Maker. Maker shall pay all attorneys’ fees and other costs of collection actually incurred by Lender in connection with Lender enforcing its rights under this Note to receive payment or otherwise.

(d) Headings at the beginning of each numbered Section of this Note are intended solely for convenience of reference and are not to be deemed or construed to be a part of this Note.

IN WITNESS WHEREOF, Maker has executed this Note as of the date first set forth above.

GEOTAG INC.
By:	/s/ Antony Norris

-2-

SCHEDULE A

Date of Advance	Amount of Advance		Initials of Officer of Maker, Acknowledging Receipt of Advance
August 9, 2010	$	10,000
August 20, 2010	$	20,000

EX-10.19

Exhibit 10.19

October 30, 2010

GEOTAG INC.

555 Republic Drive

Suite 200

Plano, Texas 75074

Attn: Antony Norris

Dear Tony:

Reference is hereby made to (i) that certain Promissory Note, dated as of January 16, 2009 (the “January Note”), issued to Zasis LLC, a Nevada limited liability company (“Zasis”), by Ubixo Limited, an Antigua and Barbuda company that was formerly known as M2 Global Ltd. (“Ubixo”), and (ii) that certain Promissory Note, dated as of February 25, 2009 (the “February Note,” and together with the January Note, the “Notes”), issued to Zasis by Ubixo. Each of the Notes were assigned by Ubixo to GEOTAG INC. on July 12, 2010, pursuant to the terms of that certain Business Purchase Agreement, dated as of July 12, 2010, by and between Ubixo and GEOTAG INC., as amended by that certain Amendment No. 1 to Business Purchase Agreement, dated as of August 26, 2010, by and between Ubixo Limited and GEOTAG INC. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Maturity Date Extension. The maturity date of each of the Notes shall be extended to December 31, 2011.

2. Consent and Waiver.

(a) Zasis hereby expressly acknowledges and ratifies the assignment of the Notes to GEOTAG INC.; provided, however, that Ubixo and any co-signor shall still remain liable on the Notes and this letter shall not in any way act as a release of Ubixo or any co-signor except as stated in (b) below.

(b) ZASIS HEREBY IRREVOCABLY, UNCONDITIONALLY AND COMPLETELY RELEASES, ACQUITS AND FOREVER DISCHARGES GEOTAG INC., AND EACH OF ITS AFFILIATES, PREDECESSORS, SUCCESSORS AND ASSIGNS (THE “RELEASEES”) FROM ANY PAST OR PRESENT DISPUTES, CLAIMS, CONTROVERSIES, DEMANDS, RIGHTS, OBLIGATIONS, LIABILITIES, ACTIONS AND/OR CAUSES OF ACTION OF EVERY KIND AND NATURE THAT MAY BE ASSERTED OR EXERCISED BY ZASIS IN CONNECTION WITH ANY PAST OR PRESENT BREACHES OF THE NOTES OR ANY AGREEMENTS SECURING THE NOTES BY ANY OF THE RELEASEES.

3. Ratification and Effect. This letter shall be construed in connection with and as part of each of the Notes, and all terms, conditions, and covenants set forth in the Notes and each other instrument or agreement referred to therein, as applicable, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Counterparts. This letter may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

To acknowledge your acceptance of the terms of this letter, please so indicate in the space provided below.

Sincerely,

Zasis LLC

/s/ Illegible

Authorized Signatory

Accepted and agreed as of the date first above written:

GEOTAG INC.

/s/ Antony Norris

Antony Norris

President

EX-10.20

Exhibit 10.20

Global Asset Fund Ltd. Caledonian House 69 Dr. Roy’s Drive George Town, Cayman Islands

CONFIDENTIAL

01 November 2010

GEOTAG INC.

555 Republic Drive

Suite 200

Plano, Texas 75074

Attn: Antony Norris

Dear Tony:

Reference is hereby made to (i) that certain Promissory Note, dated as of February 25, 2009 (the “2009 Note”), issued to Global Asset Fund Ltd., a Cayman Islands company (“GAF”), by Ubixo Limited, an Antigua and Barbuda company that was formerly known as M2 Global Ltd. (“Ubixo”), and (ii) that certain Promissory Note, dated as of September 26, 2007 (the “2007 Note,” and together with the 2009 Note, the “Notes”), issued originally to GAF by Geomas Software LLC, a Texas corporation (“Geomas”), and later assigned by Geomas to Ubixo. Each of the Notes were assigned by Ubixo to GEOTAG INC. on July 12, 2010, pursuant to the terms of that certain Business Purchase Agreement, dated as of July 12, 2010, by and between Ubixo and GEOTAG INC., as amended by that certain Amendment No. 1 to Business Purchase Agreement, dated as of August 26, 2010, by and between Ubixo Limited and GEOTAG INC. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Maturity Date Extension. The maturity date of each of the Notes shall be extended to December 31, 2011.

2. Consent and Waiver.

(a) GAF hereby expressly acknowledges and ratifies the assignment of the Notes to GEOTAG INC.

(b) GAF HEREBY IRREVOCABLY, UNCONDITIONALLY AND COMPLETELY RELEASES, ACQUITS AND FOREVER DISCHARGES GEOTAG INC., AND EACH OF ITS AFFILIATES, PREDECESSORS, SUCCESSORS AND

ASSIGNS (THE “RELEASEES”) FROM ANY PAST OR PRESENT DISPUTES, CLAIMS, CONTROVERSIES, DEMANDS, RIGHTS, OBLIGATIONS, LIABILITIES, ACTIONS AND/OR CAUSES OF ACTION OF EVERY KIND AND NATURE THAT MAY BE ASSERTED OR EXERCISED BY GAF IN CONNECTION WITH ANY PAST OR PRESENT BREACHES OF THE NOTES OR ANY AGREEMENTS SECURING THE NOTES BY ANY OF THE RELEASEES.

3. Ratification and Effect. This letter shall be construed in connection with and as part of each of the Notes, and all terms, conditions, and covenants set forth in the Notes and each other instrument or agreement referred to therein, as applicable, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Counterparts. This letter may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

To acknowledge your acceptance of the terms of this letter, please so indicate in the space provided below.

Sincerely,

Global Asset Fund Ltd.

/s/ Illegible

Investment Manager

Authorized Signatory

Accepted and agreed as of the date first above written:

GEOTAG INC.

/s/ Antony Norris

Antony Norris

President

EX-10.21

Exhibit 10.21

Amendment Number 2 to Business Purchase Agreement

This Amendment Number 2 to Business Purchase Agreement (“Amendment 2”) further amends the Business Purchase Agreement dated as of July 12, 2010 between Ubixo Limited and Ubixo Inc. (“Agreement”) and the Amendment Number 1 to Business Purchase Agreement dated as of August 26, 2010 between Ubixo Limited and Geotag Inc. (“Amendment 1”).

Words used in this Amendment 2 with initial capital letters shall have the meanings assigned to them in the Agreement. This Amendment Number 2 shall take effect when executed by Assignee, Geotag Inc. and Assignor, Ubixo Limited.

The Amendment 1 caused clause 4.1 of the Agreement to state that the Consideration is valued at $93,174,210. The Assignee and the Assignor agree that this figure is inaccurate and that the Consideration is to be valued at $65,614,099.

Clause 4.1 of the Agreement states that the Consideration is comprised of 132,089,782 newly issued shares. The Assignee and the Assignor agree that this figure is inaccurate and that the Consideration is to be comprised of 132,756,448 newly issued shares.

IN WITNESS WHEREOF, this Amendment Number 2 to Stock Purchase Agreement has been duly executed and delivered by the parties hereto effective as of November 5, 2010.

ASSIGNOR	UBIXO LIMITED
	By: /s/ Darren Rennick
	Darren Rennick
	President
ASSIGNEE	GEOTAG INC.
	By: /s/ Antony Norris
	Antony Norris
	President

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Registration Statement of GEOTAG INC. on Form S-1 of our report dated November 9, 2010 relating to the financial statements as of September 30, 2010, and for the period from inception, July 1, 2010, through September 30, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings “Experts” in such Prospectus.

/s/ HASKELL & WHITE LLP

Irvine, California

November 12, 2010