Signet and FIU Option Agreement

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MEMO: Office Directive for use (in part), SEC (8K Report)
Date: November 12, 2018
Project: Graphene Deicing Coating
Patent No. 15/849,020, PCT to be filed before December 20, 2018
Exclusive Worldwide Licensing Option granted by Florida International University (FIU) and Advanced Mechanical & Materials Engineering (AMERI) to Signet Graphene Technologies Inc. (SGT), a subsidiary of Signet International Holdings, Inc.

Recipients:  FIU, AMERI and SGT
Responsible parties:  FIU, AMERI and SGT

SGT and FIU executed an option agreement on November 6, 2018 for the purpose of acquiring marketing rights to intellectual property involving Graphene Deicing Coating being developed by AMERI for FIU pursuant to which SGT will provide funding required for development of a prototype, a demonstrable working model suitable for testing and undertaking activities required for mass production and marketing of the finished product (the Project) in exchange for exclusive worldwide marketing rights subject to payment of related licensing fees.

Work Order Engagement:

Upon exercise of the subject option, SGT will engage FIU to recruit and retain required personnel using FIU facilities within a term certain it being understood that the entire Project will be supervised by Dr. Arvind Agarwal, PhD, who will oversee the team responsible for the invention at the FIU Campus. The purpose for the Work Order (WO) is to advance the present technology to a workable, demonstrable prototype.  We expect the WO report to show positive test results that the material can be offered as product-ready and prepared to be available for mass-production. The WO to be submitted to Signet must be complete, citing that the finished product meets FAA regulations, commerce and trade ratings, prerequisites and other major industry criteria. Along with the WO submission, FIU will furnish estimated man-hours, materials & supplies to be used and costs of any additional equipment to be purchased for the WO project.  Since the WO project must be funded separately, SGT must secure these funds immediately and therefore requires the WO be complete with allowances for ancillary and miscellaneous expenses.  In all, the WO must indicate total cost of the WO project, the date when the project will be completed and the terms of SGT’s payments.

It is understood that the WO project will be consuming the Option Period time the loss of which may require additional time for Signet to secure funding through the Signet PPM to be published. It is therefore, essential that SGT receive an affirmative reply to the request to extend the option period if needed.

Bradley Nelson, SGT, Vice President, has been appointed by SGT to act as SGT/FIU liaison, his duties are to accumulate and bring together information in order to consult with SGT and keep information flowing to conclusion. The FIU WO must certify that the developed product to be demonstrated will meet the strictest of industry standards and therefore guarantee approvals from and acceptance by any and all Governmental and Industrial protocol.

Payments for Engagement, Funding:
In order to carry out the Project, after exercise of the option ,SGT will pay FIU for the costs and expenses delineated in the attached exhibit prepared by FIU (FIU Work Order Package). It is acknowledged that SGT requires that a PCT Patent Application be filed prior to December 20, 2018 and that FIU agrees to file such application with SGT reimbursing FIU for the PCT filing costs prior to March 31, 2019.

FIU will promptly prepare a specific budget detailing all costs, charges and expenses required to bring the Project to fruition with related timetables in order to facilitate required funding by SGT.  In order to pay for the Project, SGT must seek funding through an offering of its securities to prospective investors.   Investors are encouraged to participate by presenting complete and accurate disclosure. It is therefore necessary that the FIU budget be all inclusive and detailed, including specific information as to timing, personnel and equipment required, and those specific costs relating to required approvals, regulatory agencies including ratings, cycles, degrees, strength, environmental care and other standards imposed by major commercial trade and industry.

Upon receiving the required information from FIU, SGT will prepare a private placement memorandum (PPM) which will include the use of proceeds statement provided by FIU. The Use of proceeds will include general and administrative expenses, capital expenditures, operating expenses, the costs of the FIU Work Order Package, costs of PCT filing and required amounts allocated for the FIU – SGT license agreement, projected royalties and other FIU – SGT Project expenses incidental to the FIU – SGT License Agreement for the Project.  The PPM including financial projections must be published within thirty days after the FIU WO is received.

Definitive Goal:
Upon receiving the PCT application and execution of the definitive FIU – SGT Leasing Agreement, SGT will secure funding through the anticipated private placement of its securities and FIU will engage professional representatives in the deicing industry and to demonstrate and promote marketing of the completed deicing product. The FIU product must meet all industry standards including FAA requirements to service massive, commercial aircraft and other applications.  The SGT objectives are to market the resulting deicing product on an exclusive, worldwide basis, with all SGT revenues and related expenses recorded and reflected in periodic financial statements prepared in accordance with Securities and Exchange Commission financial reporting requirements and standards for filing on Forms 8K, 10Q and 10K available for public dissemination.

Once the Licensing Agreement is executed SGT will furnish FIU copies of quarterly reports accompanied by payments due as recited in the License Agreement requiring payments based on revenues realized.  Payments will be issued within ten days after publication of such quarterly financial reports (10Q).