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7. Software Purchase
3 Months Ended
Mar. 31, 2015
Research and Development [Abstract]  
Software Purchase

On February 6, 2015, the Company purchased all rights to cyber security network vulnerability assessment software (the “Software”).  Under the purchase agreement, the Company agreed to pay the Seller the base purchase price of $180,000, of which $100,000 was paid in cash at the closing and the remaining $80,000 of which was paid by delivery at the closing of the Company’s secured promissory note in the principal amount of $80,000.  After April 7, 2015, the note accrues interest at 10% per annum.  The note was amended to extend the maturity date to October 7, 2015.  As security for its obligations under the promissory note, the Company granted the Seller a security interest in the Software.  The cost of $180,000 is amortized over the estimated useful life of five years beginning on the date the asset is placed in service.  Amortization expense in future periods is estimated to be $27,000 in 2015, $36,000 in 2016 to 2019 and $9,000 in 2020.

 

Under the purchase agreement, in addition to the base purchase price, the Company also agreed to pay the Seller: (i) a percentage of the licensing fees paid to the Company within three years after the closing date; provided, that the maximum amount payable to the Seller with respect to that three-year period is $800,000; plus (ii) a percentage of the licensing fees paid to the Company during the three years beginning on the date, if any, on which the aggregate amount of the licensing fees paid to Seller with respect to the initial three-year period equals $800,000.  The royalties are payable quarterly within 30 days after the end of each calendar quarter.

 

The purchase agreement also provides that the Company will pay the Seller one half of the amount by which the total software development costs incurred by the Company in connection with upgrading the Software to include specific functional specifications is less than $500,000.  The Company has determined the potential obligation is not probable and accordingly no liability was recorded at March 31, 2015.

 

To finance the portion of the base purchase price paid in cash at the closing under the purchase agreement, the Company borrowed $100,000 under an unsecured line of credit financing agreement (the “LOC Agreement”) with a member of its board of directors.   In connection with the closing, the Company entered into an employment agreement with one of the Seller’s principals to employ him as Director of CyberSecurity for three years.