HMLA Himalaya Technologies Inc (CE)

   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 12, 2024

 

HIMALAYA TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its Charter)

 

wyoming		000-55282		26-0841675
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

625 Stanwix St. #2504, Pittsburgh, PA 15222

(Address of principal executive offices)

 

(630) 708-0750

(Registrant’s Telephone Number)

 

 

(Former name or address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common		HMLA		OTC Pink

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

 

 

 

 

 

 

Himalaya Technologies, Inc. is referred to herein as “Himalaya”, “we”, “us”, or “the Company”.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On August 12, 2024, we signed a partnership and joint development agreement with InsureTEK, Inc. ("InsureTEK") including a four-year license of a proprietary technology platform using Artificial Intelligence ("AI") and Internet of Things ("IoT") to provide loss control services to commercial real estate ("CRE"), government and industrial buildings, and multi-family and flex use properties. As consideration, we agreed to issue InsureTEK 200,000 Series B Preferred shares and a $250,000 7.5% two-year junior note convertible into common stock under certain terms up to a $50,000,000 diluted equity valuation. A redacted copy of the partnership agreement is included herein as Exhibit 10.1. Copies of the note purchase agreement and convertible note agreement both executed August 31, 2024 are included herein as Exhibits 10.2 and 10.3, respectively. A press release with additional information issued on August 26, 2024 is included herein as Exhibit 99.1

 

Item 9.01. Exhibits

 

(10, 99) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.		Description
10.1		Himalaya Technologies, Inc. InsureTEK Tech License and Partnership Agreement – 08/12/2024
10.2		Himalaya Technologies, Inc. InsureTEK Tech Note Purchase Agreement – 08/31/2024
10.3		Himalaya Technologies, Inc. InsureTEK Tech Convertible Note – 08/31/2024
99.1		Himalaya Technologies, Inc. Press Release – 08/26/2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HIMALAYA TECHNOLOGIES, INC.
Date: September 3, 2024	By:	/s/ Vikram Grover
		Vikram Grover
		Chief Executive Officer

 

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

Definitive Know-How & Products License Agreement

This Definitive Know-How & Products License Agreement ("Agreement"), dated as of August 12, 2024 (the "Effective Date"), is by and between InsureTEK, Inc. a Delaware corporation, with offices located at 1109 Woodland St., #60687 Nashville TN 37206 ("Licensor"), and Himalaya Technologies, Inc., a Wyoming corporation, and its subsidiaries, with offices located at 625 Stanwix St. #2504, Pittsburgh, PA 15222 ("Licensee") (collectively, the "Parties," or each, individually, a "Party").

WHEREAS, Licensor owns the entire right, title, and interest in and has the right to license to Licensee the Licensed Know-How.

WHEREAS, The Parties entered into a Non-Binding Letter of Intent (“Non-Binding LOI”) dated as of July 23, 2024 and now wish to enter into this Agreement which shall supersede and replace all provisions of the Non-Binding LOI.

WHEREAS, Licensee wishes to practice the Licensed Know-How & Products, and utilize

Licensor’s Intellectual Property (“IP”) in the field of use (“Field of Use”) in the region (“Territory”), specific vertical exclusive markets (“Exclusivity Use Case”), specific vertical non- exclusive markets (“Non-Exclusive Use Case”), and with assistance of the Support Services (“Support Services”) on the terms and conditions set out in this Agreement and Licensor is willing to grant to Licensee a license under this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

"Affiliate" of a Person means any other Person that, as of the Effective Date,

directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" for purposes of this Agreement means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and "controlled by" and "under common control with" have correlative meanings.

"Agreement" has the meaning set forth in the preamble.

"Auditor" means an independent certified public accountant who reviews a

company's financial statements. Auditors are responsible for ensuring that financial statements are accurate and comply with laws and regulations, such as generally accepted accounting principles (GAAP). They also verify the accuracy of financial records, ensure companies comply with tax norms, and protect businesses from fraud. 

"Business Day" means a day other than a Saturday, Sunday, or other day on

which commercial banks in Nashville, Tennessee are authorized or required by Law to be closed for business.

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

"Change of Control" means with respect to a Person: (a) an acquisition,

reorganization, merger, or consolidation of such Person by or with any other Person in which the holders of the voting securities of such Person outstanding immediately before such transaction cease to beneficially own at least fifty percent (50%) of the combined voting power of the surviving entity, directly or indirectly, immediately after such transaction; (b) a transaction or series of related transactions in which any other Person, together with its Affiliates (if applicable), becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Person; or (c) the sale or other transfer to any other Person of all or substantially all of such Person's assets.

"Confidential Information" means all non-public, confidential, or proprietary

information of Licensor or its Affiliates, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as "confidential" and includes the terms and existence of this Agreement and any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary, including, specifically: (a) the Licensed Know-How & Products; (b) Licensor's other unpatented inventions, ideas, methods, discoveries, know-how, trade secrets, unpublished patent applications, invention disclosures, invention summaries, and other confidential intellectual property; and (c) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials prepared by or for Licensee or its Affiliates that contain, are based on, or otherwise reflect or are derived from any of the foregoing in whole or in part.

Confidential Information does not include information that Licensee can

demonstrate by documentation: (d) was already known to Licensee or its Affiliates without restriction on use or disclosure prior to the receipt of such information directly or indirectly from or on behalf of Licensor; (e) was or is independently developed by Licensee or its Affiliates without reference to or use of any Confidential Information; (f) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, Licensee or its Affiliates; or (g) was received by Licensee or its Affiliates from a third party who was not, at the time, under any obligation to Licensor or any other Person to maintain the confidentiality of such information.

"Effective Date" has the meaning set forth in the preamble.

"GAAP" means United States generally accepted accounting principles

consistently applied.

 

"Governmental Authority" means any federal, state, national, supranational,

local, or other government, whether domestic or foreign, including any subdivision, department, agency, instrumentality, authority (including any regulatory authority), commission, board, or bureau thereof, or any court, tribunal, or arbitrator.

"Improvement" means any modification of or improvement or enhancement to

any Licensed Product or Licensed Know-How.

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

"Law" means any statute, law, ordinance, regulation, rule, code, order,

constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Licensed Know-How" means any and all technical information, trade secrets,

formulas, prototypes, specifications, directions, instructions, test protocols, procedures, results, studies, analyses, raw material sources, data, manufacturing data, formulation or production technology, conceptions, ideas, innovations, discoveries, inventions, processes, methods, materials, machines, devices, formulae, equipment, enhancements, modifications, technological developments, techniques, systems, tools, designs, drawings, plans, software, documentation, data, programs, and other knowledge, information, skills, and materials owned or controlled by Licensor, pertaining to the Licensed Patents necessary in the manufacture, sale, or use of the Licensed Products.

“Licensed Products” or “Products” means all products produced or sold by Licensor derived from the Licensed Know-How.

"Licensee" has the meaning set forth in the preamble.

"Licensor" has the meaning set forth in the preamble.

"Losses" means all losses, damages, liabilities, deficiencies, claims, actions,

judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers.

"Party" has the meaning set forth in the preamble.

"Person(s)" means an individual, corporation, partnership, joint venture, limited

liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Representatives" means a Party's and its Affiliates' employees, officers,

directors, consultants, and legal advisors.

"Royalty" A royalty is a legally binding payment made to the Licensor by the Licensee for the ongoing use of Know-How & Products, their property, including copyrighted works, franchises, and resources.

"Subsidiary" of a Person means a corporation, partnership, limited liability

company, or other business entity that is controlled by the Licensee, and "control" has the meaning given to it in the definition of "Affiliate."

"Term" has the meaning set forth in section 8.1, below

 

"Territory" means those countries identified in section 4.2, below.

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

2.

Records.

2.1

Records. Licensee shall keep complete and accurate records of its sales, transfers, and other dispositions of Licensed Products necessary for the calculation of payments to be made to Licensor hereunder. Licensee shall maintain such records for the longer of: (a) the period of time required by applicable Law, or (b) three (3) years following expiration or termination of this Agreement. Records shall be provided to Licensor within five (5) Business Days of a request.

3.

Confidentiality.

3.1

Confidentiality Obligations. Each Party (the "Receiving Party") acknowledges that in connection with this Agreement it will gain access to Confidential Information of the other Party (the "Disclosing Party"). As a condition to being provided with Confidential Information, the Receiving Party shall:

(a)          not use the Disclosing Party's Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement; and

(b)          maintain the Disclosing Party's Confidential Information in strict confidence and not disclose the Disclosing Party's Confidential Information without the Disclosing Party's prior written consent, provided, however, the Receiving Party may disclose the Confidential Information to its Representatives who:

•

have a need to know the Confidential Information for purposes of the Receiving Party's performance, or exercise of its rights concerning the Confidential Information, under this Agreement;

•

have been apprised of this restriction; and

•

are themselves bound by written nondisclosure agreements at least as restrictive as those between the Parties, provided further that the Receiving Party will be responsible for ensuring its Representatives' compliance with, and will be liable for any breach by its Representatives.

3.2

The Receiving Party shall use reasonable care, at least as protective as the efforts it

uses for its own confidential information, to safeguard the Disclosing Party's Confidential Information from use or disclosure other than as permitted hereby.

3.3

Exceptions. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:

(a)                provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under Section 12; and

 

(b)                disclose only the portion of Confidential Information that it is legally

required to furnish.

If a protective order or other remedy is not obtained, or the Disclosing Party

waives compliance, the Receiving Party shall, at the Disclosing Party's expense, use reasonable efforts to obtain assurance that confidential treatment will be afforded the Confidential Information.

 

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

4.

Terms of License.

 

4.1

Field of Use Licensee Field of Use is described as Loss Control as a Service (LCaaS) and related sustainability measures related to commercial, industrial, sports, entertainment, lodging, marine, and government buildings, and venues as more particularly described below.

  

4.2

Territory: The Territory in which the Licensee may represent, market, and service is those portions of the North America region described as the United States., Bermuda, Canada, Greenland, and St. Pierre and Miquelon ( the “Territory”).

 

4.3

Exclusive Use Case: The Licensee is granted exclusivity for the expressed interest in the specific vertical markets and strategic group or companies listed below, and customers that are all interconnected around those specific niche markets. This exclusivity for solicitation shall extend 24 months from the Effective Date. The exclusive markets, strategic groups, and companies or customers are:

i)

[***];

ii)

[***];

iii)

[***]; and

iv)

[***].

4.4

Non-Exclusive Use Case: The Licensee is granted use case on a non-Exclusive basis for the expressed interest in specific vertical markets and strategic groups of companies, and customers interconnected around specific niche markets. These companies are to be identified to the Licensor in a monthly report which will then be added to a master use case schedule to be maintained by Licensor to ensure coordination of a go-to-market strategy. The initial Identified Non-Exclusive Use Case companies are:

 

i)

[***];

ii)

[***];

iii)

[***];

iv)

[***];

v)

[***];

vi)

[***];

vii)

[***];

viii)

[***];

ix)

[***];

x)

[***].

  

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

4.5

Support Services: Licensor shall provide Licensee access to Support Services as may from time to time be allowed by Support Services companies pursuant to agreements with Licensor to provide such Support Services, to the extent necessary to execute this Agreement and with any incremental cost paid by Licensee, as requested by the Licensee for the Term of this Agreement.

Current Support Services providers are:

i)

[***](installations);

ii)

[***] (surveys and sensor mapping);

iii)

[***] Architecture;

iv)            Sensor Suppliers to include, but not limited to, [***], [***] and [***] (pricing, product support, supply chain);

v)

[***] Wi-Fi, Monitoring, Cybersecurity, Reporting;

vi)

InsureTEK current staff, subject to employment contracts;

vi)            Introductions to InsureTEK Supply Chain contacts to ensure consistency in deployment between the Licensee and Licensor;

vii)          Risk Management services to warranty work and manage liability with the Licensor Warranty underwriting, and

i)

Case Studies.

 Licensor, in its absolute sole discretion, reserves the right at any time and without notice to modify any and all Support Services companies with which it conducts business and has agreements.

4.6

Consideration, Securities and Royalty Rate: In consideration of the License provided in this Agreement, the Licensee shall:

i)

Issue and convey to Licensor Restricted Stock of 10% of fully diluted shares outstanding of Himalaya Technologies, Inc. (in the form of 200,000 shares of Series B Preferred Stock convertible 1-1,000 into 200,000,000 HMLA common shares at the option of the holder). The shares vesting schedule of the Series B Preferred Stock is:

(a)

100,000 shares (5% of fully diluted shares) on the Effective Date;

(b)

50,000 shares (2.5% of fully diluted shares) six (6) months after the Effective Date; and

(c)

50,000 shares (2.5% of fully diluted shares) eighteen (18) months after the Effective Date.

ii)

Establish Stock Options at Cashless Exercise: one million (25,000,000) incentive Stock Options based on a Vesting Schedule of 3,125,000 Option Shares every 6-months during the term of the Agreement with terms to be determined by employee award.

iii)

Licensee shall pay Royalties to the Licensor in the amount of ten percent (10%) of Gross Revenue with gross revenue defined as the total revenue generated from each individual sales transaction without deducting any expenses, costs or losses by the Licensee in the Exclusive Use Case and Non-Exclusive Use Case markets or any other sale transaction by Licensee or its affiliates.

 

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4.7

Payment Terms and Royalty Statements. Licensee shall pay all Royalties, and any other sums payable under this Agreement for each Quarterly Period within 15 Business Days of the end of such Quarterly Period. Licensee shall make all payments in US dollars by wire transfer of immediately available funds to a bank account to be designated in writing by Licensor. On or before the due date for all payments to Licensor, Licensee shall provide Licensor with a statement ("Payment Statement") showing for the relevant Quarterly Period: (1) the type and amount of any deductions and offsets allocated with respect to such sale of Licensed Know-How & Products; (2) the calculation of Gross Revenue, including the applicable Royalty due; (3) such other particulars as are reasonably necessary for an accurate accounting of the payments due pursuant to this Agreement. If payments are not received by Licensor within fifteen (15) Business Days after becoming due, Licensee shall pay to Licensor interest on the overdue payment from the date such payment was due to the date of actual payment at a rate of 1% per month, or if lower, the maximum amount permitted under applicable Law.

4.8

Intellectual Property. Intellectual Property (“IP”) means any and all right, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity and similar rights of any type, including any applications, continuations or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory or judicial authority. The Licensor provides the Licensee all rights to utilize the Licensor IP to ensure execution of this Agreement. Licensor does not transfer, assign or convey any ownership of IP to the Licensee.

  

5.

Representations and Warranties.

 

5.1

Mutual Representations and Warranties. Each Party represents and warrants

to the other party that as of the Effective Date:

(a)          it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

(b)          it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(c)          the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Party; and

(d)          when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

5.2

Licensee Representation and Warranties. Licensee represents and warrants

that it has not received any notice or threat of any claim, suit, action, or proceeding, and has no knowledge or reason to know of any information, that could: (a) invalidate or render unenforceable any claim of any Licensed Patent; (b) prove that the Licensed Products are not covered by any claim of any Licensed Patent; or (c) cause any claim of any Licensed Patent to fail to issue or be materially limited or restricted as compared with its currently pending scope.

5.3

Licensor Representations and Warranties. Licensor represents and warrants

that, to Licensor's knowledge: (a) Licensor is the owner of the entire right, title, and interest in and to the Licensed Patents and Licensed Know-How; and (b) Licensor has not granted to any third party any licenses or other rights under the Licensed Patents and Licensed Know-How that

are in conflict with the terms and conditions of this Agreement. For purposes of this Section 5.3, "Licensor's knowledge" means the good faith understanding of the facts and information in the possession of Licensor's officers as of the Effective Date, but without any duty to conduct any investigation with respect to such facts and information. 

 

6.

Exclusion of Consequential and Other Indirect Damages. TO THE FULLEST

EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE TO LICENSEE OR

ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION,

BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS,

OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES),

OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,

PUNITIVE, OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT

LIABILITY, OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR

BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH LOSS OR

DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS

CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

7.

Indemnification.

 

7.1        Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of Licensor's and its Affiliates' respective officers, directors, employees, agents, successors, and assigns against all Losses arising out of or resulting from any third party claim, suit, action, or other proceeding related to or arising out of or resulting from (a) Licensee's breach of any representation, warranty, covenant, or obligation under this Agreement, or (b) use by Licensee or its Sublicensee or any of the foregoing Persons' respective transferees of Licensed Patents or Licensed Know-How, or (c) any use, sale, transfer, or other disposition by Licensee or its Sublicensee or any of the foregoing Persons' respective transferees of Licensed Products or any other products made by use of Licensed Patents or Licensed Know-How (each an "Action").

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7.2        Licensor Indemnification. Licensor shall indemnify, defend, and hold

harmless Licensee and its Affiliates, and each of Licensee's and its Affiliates' respective officers, directors, employees, agents, successors, and assigns against all Losses arising out of or resulting from any third party claim, suit, action, or other proceeding related to or arising out of or resulting from Licensor's breach of any representation, warranty, covenant, or obligation under this Agreement (each an "Action").

8.

Term and Termination.

8.1        Term. The term of this Agreement shall be for a period of four (4) years commencing on Effective Date and terminating at 11:59 PM on August 11, 2028, unless terminated earlier in accordance with Section 8.2 or 8.3, will continue in full force and effect as provided in this Agreement until the later of (a) expiration of the Agreement, or (b) termination as described in sections 8.2 or 8.3.

8.2        Termination for Cause or Good Reason. Licensor may terminate this Agreement immediately by giving written notice to Licensee if:

(a)                        Licensee fails to pay any amount due under this Agreement (other than failure to pay the Minimum Royalty) on the due date for payment and remains in default not less than forty-five (45) days after Licensor's written notice to make such payment;

(b)                       Licensee materially breaches this Agreement (other than through a failure to pay any amounts due under this Agreement) and, if such breach is curable, fails to cure such breach within thirty (30) days of Licensor's written notice of such breach;

(c)                        Licensee: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of creditors; or (v) applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (vi) Licensee undergoes a Change of Control not approved by Licensor.

8.3        Termination Without Cause. Either party may terminate this Agreement without cause with 60 days’ written notice to terminate. Termination without cause will not affect Licensees’ provisions of this Agreement and will be maintained through the notice of Termination until the date of termination. The Licensee remains liable for all Royalties, fees, and expenses owed to the Licensor for products licensed or sold up to the date of termination .

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8.4        Effect of Termination.

(a)                        Within thirty (30) Business Days after termination or expiration of this Agreement,

Licensee shall: (i) submit a Payment Statement to Licensor, and any

payments due Licensor will become immediately payable with submission of the final Payment Statement; and (ii) immediately cease all activities concerning, including all practice and use of, the Licensed Products & Know-How up to the date of termination. Within thirty (30) Business Days after termination or expiration: (A) return to Licensor all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Licensor's Confidential Information; and (B) permanently erase such Confidential Information from its computer systems.

8.5        Survival. The rights and obligations of the Parties set forth in this Section 8 and Section 1

(Definitions), Section 3 (Confidentiality), Section 5 (Representations and Warranties), Section 7 (Indemnification), Section 8 (Term and Termination), and Section 9 (Miscellaneous) and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

 

9.

Miscellaneous.

 

9.1        Force Majeure. Licensor will not be in default by reason of any failure or delay

in the performance of its obligations hereunder where such failure or delay is due to any circumstance or cause beyond its reasonable control, including strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning.

 

9.2        Further Assurances. Each Party shall, and shall cause their respective Affiliates

to, upon the reasonable request of the other party, promptly execute such documents and take such further actions as may be necessary to give full effect to the terms of this Agreement.

 

9.3        Independent Contractors. The relationship between the Parties is that of

independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party has authority to contract for nor bind the other party in any manner whatsoever.

 

9.4        No Public Statements. Neither Party may issue or release any announcement,

statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which may not be unreasonably withheld or delayed.

 

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9.5        Notices. All notices, requests, consents, claims, demands, waivers, and other

communications hereunder (other than routine communications having no legal effect) must be in writing and sent to the respective Party at the addresses indicated below (or at such other address for a Party as may be specified in a notice given in accordance with this Section):

If to Licensor:

 

InsureTEK, Inc.

J. Basil Mattingly, Chairman

[***]

Nashville TN 37206

[***]@insuretek.com [***]@yahoo.com

If to Licensee:

 

Himalaya Technologies, Inc. and subsidiaries

Attn: Vikram Grover, Chairman

625 Stanwix St. #2504

Pittsburgh, PA 15222

[***]@himalayatechnologies.com

[***]@hotmail.com

 

Notices sent in accordance with this Section 9.5 will be deemed effective: (a)

when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

 

9.6        Interpretation. For purposes of this Agreement: (a) the words "include,"

"includes," and "including" will be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to the Addendum attached to this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

 

9.7        Headings. The headings in this Agreement are for reference only and do not

affect the interpretation of this Agreement.

9.8        Entire Agreement. This Agreement, together with the Addendum and any

other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

REDACTED DEFINITIVE AGREEMENT REDACTIONS SHOWN AS [***]  

 

9.9        Assignment. Licensee shall not assign or otherwise transfer any of its rights,

or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Licensor may not unreasonably withhold or delay. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor's prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 9.9 is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

 

9.10    No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

 

9.11    Amendment; Modification; Waiver. This Agreement may only be

amended, modified, or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

9.12    Severability. If any term or provision of this Agreement is invalid, illegal,

or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

 

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9.13    Governing Law; Submission to Jurisdiction.

 

(a)                   This Agreement and all related documents, and all matters arising out of

or relating to this Agreement, are governed by, and construed in accordance with, the laws of

the State of Tennessee, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.

 

(b)                  Any action, suit, or other proceeding arising out of or related to this Agreement, the licenses granted hereunder, or the validity or enforceability or scope of any

Licensed Patent claim, or whether a Licensed Product infringes a Valid Claim, including any Licensed Patent Challenge, or Licensee's obligations concerning the Licensed Know-How must be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein will be effective service of process for any action, suit, or other proceeding brought in any such court.

 

9.14    Waiver of Jury Trial. Each Party irrevocably and unconditionally

waives any right it may have to a trial by jury for any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

 

9.15 Equitable Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

 

9.16 Counterparts. This Agreement may be executed in counterparts, each

of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission (to which a signed PDF copy is attached) will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

 

[BALANCE OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

LICENSOR:

InsureTEK, Inc.

 

 

 

By

 

Name: J. Basil Mattingly Title: Chairman

 

LICENSEE:

Himalaya Technologies, Inc.

 

 

 

By

 

Name: Vikram Grover

Title: President & CEO

 

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INSURETEK, INC.

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the

“Agreement”) is made as of August 31, 2024 (the “Effective Date”) by and between InsureTEK, Inc., a Delaware corporation (the “Company”), and Denali Systems, Inc., a Wyoming corporation (the “Purchaser”) Purchaser is a wholly owned subsidiary of Himalaya Technologies, Inc. (“HMLA”)

RECITAL

To provide the Company with additional resources to conduct its business on the terms and conditions set forth in this Agreement, the Purchaser is willing to loan to the Company the aggregate principal amount of $250,000.00 subject to the terms and conditions specified herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and the Purchaser, intending to be legally bound, hereby agree as follows:

1.

AMOUNT AND TERMS OF THE LOAN

1.1              The Loan. Subject to the terms of this Agreement, the Purchaser agrees to lend to the Company at the Closing (as hereinafter defined) $250,000.00 (the “Loan Amount”) against the issuance and delivery by the Company of a convertible promissory note for the Loan Amount, in substantially the form attached hereto as EXHIBIT A (the “Note”). The Loan Amount loaned to the Company shall be loaned and disbursed in accord with the following schedule: (a) the initial disbursement of principal in the amount of $25,000 shall be made on December 1, 2024; and (b) on the first day of each month commencing on January 1, 2025, Holder shall disburse the greater of $15,000 or 25% of any capital investment received by Holder until such time as the Holder has disbursed $250,000 in total principle. The unpaid principle shall bear interest in accord with the provisions of the Note.

2.

CLOSING AND DELIVERY

2.1              Closing. The closing of the sale and purchase of the Note (the “Closing”) shall be held on the Effective Date, or at such other time as the Company and Purchaser may mutually agree (such date is hereinafter referred to as the “Closing Date”).

2.2

Delivery. At the Closing, the following shall be delivered:

 

 

(a)               The Purchaser shall deliver each of the Transaction Agreements to which it is a party, executed by the Purchaser and HMLA.

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(b)               The Company shall deliver each of the Transaction Agreements to which it is a party, executed by the Company..

3.              Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

(a)               “Company Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and in any and all such cases that are owned or used by the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

(b)               “Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.

(c)               “Knowledge” including the phrase “to the Company’s knowledge” shall mean the actual knowledge after reasonable investigation and assuming such knowledge as the individual would have as a result of the reasonable performance of his or her duties in the ordinary course of the following officers: Michael P. Murphy and Robert Dougher.

(d)               "Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company.

(e)               "Registration Statement" means a registration statement or registration statements of the Company filed under the Securities Act registering the sale of Securities.

(f)                “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(g)               “Stockholders’ Agreement” means the agreement among the Company, the Purchaser, and certain other stockholders of the Company, dated as of the date of the Closing, in the form of EXHIBIT C attached to this Agreement.

(h)               “Transaction Agreements” means this Agreement, the Note, the Stockholders’ Agreement, and any applicable Employee Agreements.

4.

Representations and Warranties of the Company

 

The Company hereby represents and warrants to the Purchaser, as of the Closing, as follows:

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4.1              Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a Material Adverse Effect on the Company or its business.

4.2

Capitalization.

(a)               The authorized capital of the Company consists, immediately prior to the Closing, of 500,000 shares of common stock, $0.001 par value per share (the “Common Stock”), 111,500 shares of which are issued and outstanding immediately prior to the Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company holds no Common Stock in its treasury.

(b)               The Company has reserved 6,690 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its InsureTEK Equity Incentive Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Common Stock, options to purchase 5,575 shares have been granted and are currently outstanding, and 1,115 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Purchaser complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

(c)               Section 4.2(c) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) outstanding stock options, including vesting schedule and exercise price; (iii) shares of Common Stock reserved for future award grants under the Stock Plan; and (iv) warrants or stock purchase rights, if any. Except for (A) the conversion privileges of the Note to be issued under this Agreement,

(B) the rights provided in Section 4.01 of the Stockholders’ Agreement, and (C) the securities and rights described in Section 4.2(a) of this Agreement and Section 4.2(c) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock.

(d)               Except pursuant to the Company’s Stock Plan, none of the Company's stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any stock

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options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. The Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

4.3              Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

4.4              Corporate Power. The Company has all requisite corporate power to execute and deliver the Transaction Agreements and to carry out and perform its obligations under the terms of the Transaction Agreements.

4.5              Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization of the Transaction Agreements and the execution, delivery and performance of all obligations of the Company under the Transaction Agreements, including the issuance and delivery of the Note and the reservation of the equity securities issuable upon conversion of the Note (collectively, the “Conversion Securities”) has been taken or will be taken prior to the issuance of such Conversion Securities. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Conversion Securities, when issued in compliance with the provisions of the Transaction Agreements will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

4.6              Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Note and the Conversion Securities issuable upon conversion of the Note or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at such time as required by such governmental authority.

4.7              Compliance with Laws. The Company has been and is in compliance with all laws in all material respects of the jurisdictions in which it is conducting business.

4.8              Compliance with Other Instruments. The Company is not in violation or default of any term of its articles of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a Material Adverse Effect on the Company. The execution, delivery and performance of the Transaction Agreements, and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien,

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charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. The sale of the Note and the subsequent issuance of the Conversion Securities are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

4.9              Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company's knowledge, currently threatened in writing

(i) against the Company or any officer, director or Key Employee of the Company arising out of their employment or board relationship with the Company; or (ii) to the Company's knowledge, that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) against the Company or any officer, director or Key Employee that, to the Company's knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company's employees, their services provided in connection with the Company's business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

4.10          Property. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. The Company does not own any real property.

4.11          Material Contracts. Except for the Transaction Agreements, engagement letters with accounting firms or law firms, or as set forth on Section 4.11 of the Disclosure Schedule, there are no legally binding agreements, instruments, contracts, judgments, orders, writs or decrees to which the Company is a party or, to its knowledge, by which it is bound which may involve (i) obligations of, or payments to, the Company in excess of fifteen thousand U.S. dollars ($15,000),

(ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to develop, manufacture, produce, assemble, license, market or sell the Company's products or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iv) restrictions to its rights to conduct any line of business activity, or (v) indemnification rights to any third party (each, a “Material Contract”, collectively the “Material Contracts”). To the Company's knowledge, all of the Material Contracts are valid, binding and in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies and to general principles of equity. Neither the Company is nor, to the Company's knowledge, is any other party to any Material Contract in material default under any of such Material Contracts.

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4.12          Intellectual Property. The Company owns or possesses sufficient legal rights to the Company Intellectual Property necessary to the business of the Company as presently conducted and as proposed to be conducted, the lack of which could reasonably be expected to have a Material Adverse Effect.

4.13          Financial Statements. The Company has delivered to the Purchaser its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of June 30, 2022 (the "Balance Sheet Date") (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes required by GAAP. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.

4.14          Use of Proceeds. The Company intends to use the proceeds of sale and issuance of the Note to build up its technology intellectual property and technical stack architecture/infrastructure, corporate branding and, thereafter, for general corporate purposes.

4.15          Employee Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the Purchaser or its counsel (the "Confidential Information Agreements"). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee's Confidential Information Agreement. Each current and former Key Employee has executed a non- competition and non-solicitation agreement substantially in the form or forms delivered to the Purchaser or its counsel. The Company is not aware that any of its Key Employees is in violation of any agreement described in this Section 4.15.

4.16          Corporate Documents. The Certificate of Incorporation and Bylaws of the Company as of the date of this Agreement are in the form provided to the Purchaser. The copy of the minute books of the Company provided to the Purchaser contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders.

4.17          Disclosure. The Company has made available to the Purchaser all information reasonably available to the Company that the Purchaser has requested for deciding whether to acquire the Note, including certain of the Company's projections describing its proposed business

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plan (the "Business Plan"). The Company makes no representation, warranty or covenant regarding the Business Plan or that the Company will achieve any results projected in the Business Plan. It is understood that the Company has not delivered to the Purchaser, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities. No representation or warranty of the Company contained in this Agreement and no certificate furnished or to be furnished to Purchaser at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

5.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

5.1              Purchase for Own Account. The Purchaser represents that it is acquiring the Securities solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Note or Conversion Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

5.2              Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section 4, the Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Note or Conversion Securities, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note or Conversion Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser, and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment. Purchaser acknowledges and agrees that (a) the only representations and warranties made by or on behalf of the Company are the representations and warranties expressly and specifically made in Section 4 of this Agreement (as modified by the Disclosure Schedule, as supplemented or amended), and (b) neither Purchaser nor any of its affiliates nor any of their respective successors and permitted assigns shall have any claim for losses, costs, expenses, judgments, fines, claims, damages and assessments to the extent resulting from, or caused by, the knowledge of persons other than the parties hereto.

5.3              Ability to Bear Economic Risk. The Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

5.4              Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Note (or any Conversion Securities) unless and until:

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(a)               There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

(b)               The Purchaser shall have notified the Company of the proposed disposition and that such disposition will not require registration under the Securities Act or any applicable state securities laws.

6.

FURTHER AGREEMENTS

6.1              Further Assurances. Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory approvals.

7.

MISCELLANEOUS

7.1              Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.2              Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware without giving effect to conflicts of laws principles that would result in the application of any law other than the law of the State of Delaware.

7.3              Venue. The Company and the Purchaser (i) irrevocably submit to the exclusive jurisdiction and venue of the State and Federal courts located in the State of Delaware, (ii) agree that all claims in such action may be decided only in such courts, (iii) waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum, and (iv) consent to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Each party agrees that for any lawsuit between or among the parties arising in whole or in part under or in connection with this Agreement, such party will bring lawsuits only in the State of Delaware. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

7.4              Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all or which, collectively, constitute only one agreement. The signatures of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or other form of electronic transmission shall be as effective as executing and delivering this Agreement in the presence of the other parties to this Agreement. This Agreement shall be binding when each party to this Agreement has delivered an executed counterpart signature page to each other party.

7.5              Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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7.6              Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, if not, then on the next business day, (c) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Notwithstanding the preceding sentence, if notice is given to the Purchaser in a form other than electronic mail, the Company shall also provide a copy of the same notice by electronic mail. All communications shall be sent to the Company at the address on the signature page below, and to the Purchaser at the addresses set forth on the signature page below or at such other addresses as the Company or Purchaser may designate by written notice to the other parties hereto.

7.7              Modification; Waiver. Any modification or waiver of any provision of this Agreement or the Note, or consent to departure therefrom, shall be effective only upon the written consent of the Company and the Purchaser.

7.8              Expenses. The Company and the Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein.

7.9              Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Purchaser, upon any breach or default of the Company under the Transaction Agreements shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Purchaser of any breach or default under this Agreement, or any waiver by the Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.

7.10          Entire Agreement. This Agreement and the Exhibits hereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

[Signature pages follow]

 

IN WITNESS WHEREOF, the parties have executed this CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT as of the date first written above.

COMPANY:

INSURETEK, INC.

 

  

 

Nashville, TN 37206

By: . Michael P. Murphy, President

1109 Woodland Street

 

PURCHASER:

DENALI SYSTEMS, INC.

 

 

By: Name: John Conklin

Ite President

  

 

 

APPROVED BY:

 

 

HIMALAYA TECHNOLOGIES, INC.

 

 

By: Name: Vikram Grover

Its: CEO

 

 

 

 

 

 

 

 

 

[Signature Page to Convertible Promissory Note Purchase Agreement]

 

EXHIBIT A

Form of Convertible Promissory Note

 

[Attached]

 

EXHIBIT B

Stockholders Agreement

 

[Attached]

 

Disclosure Schedules

 

 

Section 4.2(c)

1.

See attached

2.

Note Purchase Agreement, dated June 4, 2021, by and among InsureTEK Inc., Kin Copeland and Kimberley Dougher

3.

Convertible Promissory Note, dated June 4, 2021, by and between InsureTEK Inc. and Sage Kinney Copeland

4.

Convertible Promissory Note, dated June 4, 2021, by and between InsureTEK Inc. and Kimberly Dougher

5.

Note Purchase Agreement, dated September 2, 2021, by and among InsureTEK Inc. and MasTec North America, Inc.

6.

Convertible Promissory Note, dated September 2, 2021, by and among InsureTEK Inc. and MasTec North America, Inc.

7.

Note Purchase Agreement, dated July , 2022, by and among InsureTEK Inc. and J. Basil Mattingly.

8.

Convertible Promissory Note, dated July , 2022, by and among InsureTEK Inc. and J. Basil Mattingly.

9.

Note Purchase Agreement, dated July , 2022, by and among InsureTEK Inc. and Kimberly Dougher.

10.

Convertible Promissory Note, dated July , 2022, by and among InsureTEK Inc. and Kimberly Dougher.

 

 

 

 

 

 

Section 4.11

1.

Note Purchase Agreement, dated June 4, 2021, by and among InsureTEK Inc., Kin Copeland and Kimberley Dougher

2.

Convertible Promissory Note, dated June 4, 2021, by and between InsureTEK Inc. and Sage Kinney Copeland

3.

Convertible Promissory Note, dated June 4, 2021, by and between InsureTEK Inc. and Kimberly Dougher

Docusign Envelope ID: 2A021176-D65C-43F4-87FF-7C06C0947386

 

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND SECURITIES LAWS.

 

 

INSURETEK INC.

CONVERTIBLE PROMISSORY NOTE

$250,000.00

August 31, 2024

 

 

FOR VALUE RECEIVED, InsureTEK Inc., a Delaware corporation (the “Company”) promises to pay to Denali Systems, Inc., a Wyoming corporation (“Holder”), a wholly owned subsidiary of Himalaya Technologies, Inc. (“HMLA”), or his/her/its/their permitted assigns, the principal sum of up to Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Principal Balance”) as such funds are loaned to the Company according to the schedule in Section 2 below, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid Principal Balance from time to time outstanding at a rate equal to zero percent (0%) per annum until the Principle Balance is fully funded and thereafter at a rate of seven and one-half percent (7.5%) (subject to Section 11 below); provided that the interest rate during any time in which there is an Event of Default (as defined below) shall be fifteen percent per annum; in both cases computed on the basis of the actual number of days elapsed and a year of 365 days. This Note is issued pursuant to that certain Convertible Note Purchase Agreement dated as of the date hereof by and among the Company, Holder and the other parties named therein (as amended, modified or supplemented, the “Note Purchase Agreement”). This Note and such other Notes issued pursuant to the Note Purchase Agreement are sometimes referred to herein as the “Notes,” and Holder and the holders of the other Notes are sometimes referred to herein as the “Holders.”

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

1.                  Certain Definitions. As used in this Note, the following capitalized terms have the meanings set forth below. Capitalized terms used herein and not defined shall have the meanings given to them in the Note Purchase Agreement:

(a)

“Act” shall mean the Securities Act of 1933, as amended.

(b)                “Change of Control” means (a) a sale or transfer of all or substantially all of the assets of the Company in any transaction or series of related transactions with a third party, (b) a sale or transfer of the Company’s outstanding capital stock having more than 50% of the total voting power of the Company, or (c) any merger, consolidation or reorganization to which the Company is a party, except for a merger, consolidation or reorganization in which the Company is the surviving corporation and, after giving effect to such merger, consolidation or reorganization, the holders of the Company’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization will

Docusign Envelope ID: 2A021176-D65C-43F4-87FF-7C06C0947386

 

own immediately following the merger, consolidation or reorganization an amount of the Company’s outstanding capital stock (on a fully-diluted basis) having more than 50% of the total voting power of the Company; provided that the issuance of equity securities by the Company solely for the purpose of obtaining operating capital shall not be deemed a Change of Control transaction.

(c)

“Event of Default” has the meaning given in Section 6 hereof.

(d)                “Lien” shall mean, with respect to any property, any security interest, mortgage, lien, pledge, charge, easement, reservation, restriction, any similar rights of any third party or other encumbrance in, of, or on such property or the income therefrom.

(e)               “Material Adverse Effect” shall mean a material adverse effect on (i) the Company or its business, assets, prospects, affairs operations, financial or other condition or results of operations; (ii) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; or (iii) the rights and remedies of Holder under this Note, the Note Purchase Agreement or any related document, instrument or agreement.

(f)                 “Next Round Preferred Equity” shall mean the preferred equity in the Company sold by the Company in a Qualified Financing.

(g)                “Obligations” shall mean and include all loans, advances, debts, liabilities and obligations of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money) owed by the Company to Holder, now existing or hereafter arising under or pursuant to the terms of this Note or the Note Purchase Agreement, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code, as amended from time to time, including post-petition interest, and whether or not allowed or allowable as a claim in any such proceeding.

(h)                “Person” means any individual, corporation, partnership, limited liability company, business trust, joint venture, joint stock company, trust, unincorporated organization or other entity or any government authority.

(i)

“Preferred Stock” means any capital stock senior to the Company’s common stock.

(j)                 “Qualified Financing” means a financing in a single or a series of related transactions with the principal purpose of raising capital, pursuant to which the Company sells Preferred Stock to one or more cash purchasers for proceeds of not less than five million dollars ($5,000,000) in the aggregate (exclusive of any amounts converted under this Note and the other Notes and any other convertible notes or other monetary obligations which are converted in connection with the Qualified Financing, including the issuance of Other Debt to Mastec (both as defined below)).

2.                  Disbursement and Maturity. The principal loaned to the Company shall be loaned and disbursed in accord with the following schedule: (a) the initial disbursement of principal in the amount of

$25,000 shall be made on December 1, 2024; and (b) on the first day of each month commencing on January 1, 2025 Holder shall disburse the greater of $15,000 or 25% of any capital investment received by Holder until such time as the Holder has disbursed $250,000 in total principle. Unless converted as provided in Section 4, principal and any accrued but unpaid interest under this Note and any other amounts payable hereunder, shall be due and payable upon demand by Holder at any time twenty-four (24) months after the

Docusign Envelope ID: 2A021176-D65C-43F4-87FF-7C06C0947386

 

date on which the full $250,000 in Principal Balance is disbursed to Company; provided, however, that all principal and accrued interest under this Note shall be due and payable immediately upon the consummation of a Change of Control (the date of such demand or Change of Control, the “Maturity Date”). Notwithstanding the foregoing, the entire unpaid principal amount of this Note, together with accrued and unpaid interest thereon and other amounts due hereunder, shall become immediately due and payable upon an Event of Default specified in clauses (d) and (e) of the definition thereof; provided, however, that upon the consummation of a Change of Control prior to the conversion of this Note pursuant to Section 4, the Holder shall receive consideration in an amount equal to one and a half (1.5) times the Principal Balance.

3.                  Payment; Prepayment. All payments of principal, interest and any other amounts (other than by conversion) hereunder shall be made in lawful money of the United States of America and in immediately available funds at such place as Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to amounts due other than principal and interest, then to the accrued interest then due and payable and then the remainder applied to principal. This Note may not be prepaid without Holder’s prior written consent. All payments by the Company under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law.

4.

Conversion.

(a)

Automatic Conversion.

(i)                 Qualified Financing. In the event the Company consummates a Qualified Financing prior to the payment or conversion in full of all principal and accrued interest under this Note, then this Note shall be automatically converted into such number of shares of the Next Round Preferred Equity as is obtained by dividing the unpaid principal amount and accrued but unpaid interest outstanding under the Notes by a price per one share of the Next Round Preferred Equity equal to the lesser of (i) 20% discount to equity raise of over one million dollars; (2) the 20 day moving average closing bid price of HMLA common stock; or (3) a $50 million fully diluted equity valuation with a floor to conversion of .001.

. The Preferred Stock issued upon conversion of this Note shall have all of the organic and contractual rights, preferences, privileges and obligations and, except for the conversion of this Note in lieu of payment of cash for the Preferred Stock and as otherwise specified herein, shall be issued in accordance with the same terms and conditions as the securities offered in the Qualified Financing. Notwithstanding the foregoing, the “original purchase price” or similar term, and all rights, preferences and privileges associated therewith, of such Preferred Stock issued upon conversion of this Note shall be based on the dollar amount per share of Preferred Stock actually converted hereunder (and not on the purchase price per share of Preferred Stock sold in such Qualified Financing paid by other investors in the Qualified Financing). Additionally, in connection with the foregoing automatic conversion, Holder shall also receive any other securities, such as warrants to purchase units of limited liability company interest of the Company, to be issued to the investors in the Qualified Financing in addition to the Preferred Stock. In conjunction with such conversion, Holder shall become a party to, and shall execute all applicable Qualified Financing documentation; provided, however, that the terms of such documents shall be no less favorable to Holder than to the purchasers in the Qualified Financing.

(ii)

Optional Conversion.

At any time after the issuance date of the Note, but prior to the Maturity Date, the Holder shall have the option to convert all (and not less than all) of the unpaid principal balance of the Note into the shares of common stock of the Company, such that the Holder shall own two percent (2%) of the fully-diluted stock of the Company (assuming conversion and exercise of all convertible securities, including this Note, and

Docusign Envelope ID: 2A021176-D65C-43F4-87FF-7C06C0947386

 

issuance of all securities reserved for issuance under any equity incentive plan) immediately prior to the closing of such conversion. Any accrued and unpaid interest through the date of this optional conversion shall be paid by the Company in cash no later than on the Maturity Date.

(b)

Conversion Procedure.

(i)                 Conversion Pursuant to Section 4(a). The Company shall give Holder of this Note prompt notice of any Qualified Financing prior to the consummation thereof. Upon the date of automatic conversion of this Note, the Principal Balance plus accrued and unpaid interest thereon through the date of conversion shall be converted without any further action by Holder and whether or not the Note is surrendered to the Company. The Company shall not be obligated to issue certificates evidencing the Preferred Stock issuable upon conversion unless this Note is delivered to the Company, or Holder notifies the Company that this Note has been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any damages incurred by it in connection with such loss, mutilation or destruction. The Company shall, at its sole cost and within five (5) business days after such delivery, or such agreement and indemnification, issue and deliver certificates representing the number of fully paid and non-assessable shares of Preferred Stock into which the Note converts in accordance with the provisions herein (bearing such legends as are required by the Qualified Financing documents, the Company’s organizational documents and applicable state and federal laws in the reasonable opinion of counsel to the Company), if such Preferred Stock is to be certificated, and any other securities and property to which Holder is entitled upon such conversion under the terms of this Note. The Company shall take all action necessary and appropriate to designate and authorize a sufficient number of shares of Preferred Stock (and Common Stock issuable upon conversion thereof) to be issued in the event of a conversion pursuant to this Section 4(b)(i). The conversion shall be deemed to have been made immediately upon the consummation of the Qualified Financing.

(ii)               In case of a conversion pursuant to Section 4(a)(ii), Holder agrees to execute a joinder to the Stockholder Agreement between the Company and its shareholders.

5.                  Effect of Conversion. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note.

6.                  Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a)

The Company shall fail to pay any amounts due hereunder when due;

(b)                A material breach by the Company of any other term or provision of this Note or of any representation or warranty made by the Company in this Note; provided, however, Holder shall first provide written notice of such breach, and the Company shall be afforded thirty days to cure such breach to the reasonable satisfaction of Holder;

(c)                A material breach by the Company of any representation, warranty or covenant of the Company the Note Purchase Agreement or the Master Services Agreement dated as of the date hereof by and between the Company and the Holder; provided, however, Holder shall first provide written notice of such breach, and the Company shall be afforded thirty days to cure such breach to the reasonable satisfaction of Holder; or

(d)                The filing of a petition in bankruptcy or under any similar insolvency law by the Company, the making of an assignment for the benefit of creditors by the Company, the commencement of any proceeding against the Company seeking any bankruptcy reorganization, arrangement, composition,

Docusign Envelope ID: 2A021176-D65C-43F4-87FF-7C06C0947386

 

readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation and such petition is not dismissed within forty-five (45) days after the filing thereof, or within forty-five

(45) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated.

Upon the occurrence of an Event of Default, the unpaid principal balance and all interest accrued thereon shall automatically be due and payable immediately, without notice from or other action by the Holder.

The Holder shall have all rights and remedies available to it upon any Event of Default. Notwithstanding the foregoing, all amounts past due shall continue to accrue interest at the interest rate applicable to this Note until all obligations under this Note are paid in full.

7.                  Rights of Holder upon Default. If an Event of Default occurs, the Company shall provide written notice thereof to Holder within five (5) Business Days. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 6(d) and 6(e)) and at any time thereafter during the continuance of such Event of Default, the Majority Investors may, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Note Purchase Agreement to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Sections 6(d) and 6(e), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Note Purchase Agreement to the contrary notwithstanding.

8.                  Waiver and Amendment. Any term of this Note may be amended or waived only with the written consent of the Company and the Majority Investors. Any amendment or waiver effected in accordance with this Section 8 shall be binding upon the Company and each Holder, regardless of whether he, she or it has given its written consent. Notwithstanding the foregoing, (a) if any amendment or waiver materially and adversely treats one or more Holders in a manner that is disproportionate to such treatment of all other Holders solely with respect to the Notes, such amendment or waiver shall also require the written consent of Holders disproportionately treated, and (b) no amendment or waiver of this Note shall change the principal amount outstanding without the consent of Holder. This Section 8 may not be amended without the written consent of the Company and all Investors.

9.                  Successors and Assigns. Subject to the restrictions on transfer described in Section 10 below, the rights and obligations of the Company and Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

10.              Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be made and effective as set forth in Section 12 of the Note Purchase Agreement.

11.              Default Rate; Usury. During any period in which an Event of Default has occurred and is continuing, the Company shall pay interest on the unpaid principal balance hereof at the lesser of 15% per annum or a rate per annum equal to the highest rate allowable under applicable law. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

Docusign Envelope ID: 2A021176-D65C-43F4-87FF-7C06C0947386

 

12.              Subordination. This Convertible Promissory Note between Denali Systems, Inc., a subsidiary of Himalya Technologies, Inc. and InsureTEK, Inc. is subordinate to any existing Convertible Promissory Notes signed by Insuretek, Inc. prior to the date first stated above.

13.              Coordinated Action. Notwithstanding anything herein or the Note Purchase Agreement to the contrary, Holder may not institute any action to collect this Note or any other action with respect to this Note or the Obligations without the prior written consent of the Majority Investors. The Majority Investors may designate a single Holder to institute any such action on behalf of all Holders, and Holder agrees and acknowledges that such designated Holder shall serve as the representative of all Holders in a single action. Such Holder shall be indemnified and held harmless from and against any and all costs, expenses, fees and liabilities which it may incur in connection with pursuing such action, and shall have no liability whatsoever to the other Holders for any actions taken or omitted in good faith in connection therewith. Any Holder taking action in contravention of this Section 13 shall indemnify the Company, its directors, officers and representatives for all losses, costs and expenses (including attorneys’ fees) incurred in connection therewith.

14.              Loss of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Company will (at its expense) make and deliver in lieu of such Note a new Note of like tenor.

15.              Saturdays, Sundays, Holidays. If any date that may at any time be specified in this Note as a date for the making of any payment of principal or interest under this Note shall fall on Saturday, Sunday or on a day which in Nashville, Tennessee, shall be a legal holiday, then the date for the making of that payment shall be the next subsequent day which is not a Saturday, Sunday, or legal holiday.

16.              Counterparts; Facsimile Signatures. This Note may be executed in one or more counterpart signature pages, each of which will be deemed to be an original copy of this Note and all of which, when taken together, will be deemed to constitute one and the same agreement, which shall be binding upon all of the parties hereto notwithstanding the fact that all parties are not signatory to the same counterpart. The exchange of copies of this Note and of signature pages by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

17.              Governing Law. Any unresolved controversy or claim arising out of or relating to this Note, except as (i) otherwise provided in this Note, or (ii) any such controversies or claims arising out of any party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Note and who is chosen by the AAA. The arbitration shall take place in Nashville, Tennessee, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Rules of the Court of Chancery of the State of Delaware, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record

Docusign Envelope ID: 2A021176-D65C-43F4-87FF-7C06C0947386

 

all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements, in addition to any other relief to which such party may be entitled. Each of the Company and Holder consents to personal jurisdiction for any equitable action sought in the U.S. District Court located in Nashville, Tennessee or any court of the State of Tennessee having subject matter jurisdiction. Each party waives any right to trial by jury in any action or proceeding relating to this Note or any other matter contemplated in or relating to this Note.

(Signature Page Follows)

 

IN WITNESS WHEREOF, the undersigned has caused this Convertible Promissory Note to be executed and issued as of the date first written above.

INSURETEK INC.

 

 

 

 

By:

Name: Michael P. Murphy

Title: President

 

Acknowledged and Agreed as of the date first set forth above: Denali Systems, Inc.

 

 

By: Name: John Conklin

Its: President

 

Himalaya Technologies, Inc.

 

 

By: Name: Vikram Grover

Its: CEO

 

 

HMLA Licenses AI / IoT Platform to Pursue High Value Loss Control Market

 

Pittsburgh, PA, August 26, 2024 – Himalaya Technologies, Inc. (OTC: HMLA) announces that the Company has executed a collaborative “Know-How & Products License Agreement” (“License Agreement”) with InsureTEK, Inc. (“InsureTEK”), a pioneer in commercial property technology (“Proptech”) that allow for global risk management.

 

The multi-year technology License Agreement supports HMLA’s launch of a Loss Control as a Service (“LCaaS”) business applying the Internet-of-Things (“IoT”) with sensors and a proprietary cybersecure artificial intelligence (“AI”) platform. The system aggregates device data into real-time loss control information that is valuable for leak detection and real-time reporting to mitigate insurance claims from water damage events. Deployments are backed with an industry-leading warranty that ensures accurate and timely data for detection and reporting.

 

With InsureTEK, HMLA is now one of the most comprehensive, one-stop water loss control and risk mitigation solution in the market. Water damage is the top property insurance claim by number of loss events. According to industry group the Public Loss Consultants, there are an average of 14,000 daily insurance water claims. Chubb, a premier provider of business and personal insurance solutions, reports the average water incident cost is approximately $89,000. Further, EMC Security states that water damage accounts for one out of every five claims to insurers, adding up to $13 billion per year.

 

“This collaboration and platform license agreement with InsureTEK accelerate HMLA into LCaaS by collecting and structuring AI data that creates a suite of products for the insurance industry. It generates real-time actuarial information that allows HMLA to be the arbiter of risk, provide value add to data sets, and generate significant high margin recurring revenue,” stated John Conklin, COO.

 

With the collaboration, we are pleased to announce that a multi-billion-dollar nationwide technology contractor for business, industry and government will provide HMLA systems installation capabilities that immediately expands our resources and service footprint to national scale. The contractor’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure, such as: wireless, wireline/fiber and customer fulfillment activities; power delivery infrastructure, including transmission, distribution, environmental planning and compliance; power generation infrastructure, primarily from clean energy and renewable sources; pipeline infrastructure, including for natural gas, water and carbon capture sequestration pipelines and pipeline integrity services; heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services.

 

“This leading contractor is already a significant investor in InsureTEK, and discussions are anticipated to lead to the organizations moving beyond the preliminary License Agreement in the future including Board representation or more” stated Vik Grover, CEO.

 

The LCaaS and IoT opportunity presents HMLA with a recurring high margin revenue model in an estimated:

 

·

Total Addressable Market in the US of Commercial Real Estate to be $6 Trillion.

·

Serviceable Addressable Market in the US:

o

REITs - $1.25 Trillion,

o

Hospitality - $133 Billion, and

o

Healthcare – $950 Billion.

·

Total Obtainable Market in the US:

o

Multifamily REITs - $140 Billion,

o

Hospitality - $75 Billion, and

o

DoD - $Hundreds of Billions.

 

As a result of this transaction, HMLA now offers a proven, resilient and sustainable full-service tech platform that mitigates risk and uncertainty with real-time water damage notification technology and actionable loss control data. The system is already deployed and operational at multiple locations and is ready to scale nationwide and internationally. A nationwide real estate company that manages REIT portfolios and provides REIT compliance services is an existing user of the platform, is pleased with its accuracy and is ready to offer additional locations for near-term deployment.

 

To house the LCaaS business and future AI/IoT solutions targeting the smart building market, HMLA is forming a new subsidiary “Denali Systems, Inc.” which may also be used for acquisitions. Revenue guidance for Denali is as follows: 2025E: $3.6 million, 2026E: $19.9 million, 2027E: $79.5 million, 2028E: $197.2 million, with EBITDA+ in early 2026E. Management will provide more detail and report new developments soon.

 

About InsureTEK, Inc.

 

InsureTEK, Inc. (InsureTEK; https://www.insuretek.com/) is a Loss Control as a Service (“LCaaS”) platform that integrates building sensors, installation, insurance, financing and artificial intelligence/machine learning to predict, mitigate and minimize building owners’ loss from water damage. The InsureTEK advanced platform provides 24/7 water flow and usage monitoring, as well as immediate alerts when a leak is detected. Backed by an industry leading warranty, InsureTEK tests sensors for individual properties and provides professional installation to help prevent water waste and water damage.

 

About Himalaya Technologies, Inc.:

 

Himalaya Technologies, Inc. (https://www.himalayatechnologies.com/) is a publicly traded company on the OTC market under “HMLA”. When it comes to helping avoid water problems, we are in our element. We have the most advanced technology platform, 24/7/365 monitoring and the dedicated team to ensure your properties are fully protected. The Company is focused on providing Loss Control as a Service (“LCaaS”) by applying the Internet-of-Things (“IoT”) that utilizes sensors, and a proprietary cybersecure artificial intelligence (“AI”) software and data platform designed to aggregate device data into real-time Loss Control information and data that is valuable for leak detection and reporting to mitigate insurance claims and control premiums. Systems are backed with an industry leading warranty that ensures you have data for detection and reporting.

 

Forward Looking Statements:

 

Statements in this press release about our future expectations, including without limitation, the likelihood that Himalaya Technologies, Inc. will be able to meet minimum sales expectations, be successful and profitable in the market, bring significant value to Himalaya’s stockholders, and leverage capital markets to execute its growth strategy, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual results could differ materially from expected results. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law. Himalaya’s business strategy described in this press release is subject to innumerable risks, most significantly, whether the Company is successful in securing adequate financing. No information in this press release should be construed in any form shape or manner as an indication of the Company’s future revenues, financial condition, or stock price, nor is it a solicitation for investment.

 

Social Media Disclaimer

 

The information or content on our website is published in good faith and solely for general information and educational purposes. The information or posts are not in any way intended to serve as a substitute for our SEC filings. Our website is provided on an "as is" basis, and makes no representations or warranties of any kind or in any form, whether express or implied, about the completeness, timeliness, reliability, availability, validity, suitability, and accuracy, or guarantee that there will be no losses, errors, and omissions with respect to the information, or content contained on this website. Investors and others should note that we announce material information to our investors using SEC filings, press releases, and social media. Media posted on our social media channels and/or our website is intended for a general overview and discussion of the subjects dealt. The company reserves the right to change social media channels at any time.

 

Investor Contact

 

Vik Grover

Chief Executive Officer

(630) 708-0750

vik.grover@himalayatechnologies.com

Follow us on X @HMLAtech & Discord @ https://discord.gg/h4ujuEBaTC (hmla-chat)

 

Sales Contact

 

John Conklin

Chief Operating Officer

(607) 725-0332

john@hmlatech.com

 

 

v3.24.2.u1

Cover	Aug. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 12, 2024
Entity File Number	000-55282
Entity Registrant Name	HIMALAYA TECHNOLOGIES, INC.
Entity Central Index Key	0001409624
Entity Tax Identification Number	26-0841675
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	625 Stanwix St. #2504
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15222
City Area Code	(630)
Local Phone Number	708-0750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true

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